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Convertible Promissory Note Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Convertible Promissory Note Purchase Agreement

"I need a Convertible Promissory Note Purchase Agreement for my Singapore-based fintech startup to secure a bridge round of SGD 2 million from three angel investors, with a 20% discount rate and 18-month maturity date ending June 2025."

Document background
The Convertible Promissory Note Purchase Agreement is commonly used in Singapore's startup ecosystem as a bridge financing instrument. It allows companies to raise capital without immediately setting a valuation, while providing investors with the potential upside of equity ownership. The document, governed by Singapore law, typically includes detailed terms about the note's face value, interest rate, maturity date, conversion triggers, and discount rates. It's particularly useful for early-stage companies raising funds between equity rounds or when valuation determination is challenging.
Suggested Sections

1. Parties: Identification of the issuer and purchaser(s) of the convertible promissory note

2. Background: Context of the note issuance and investment relationship between the parties

3. Definitions: Key terms and definitions used throughout the agreement

4. Purchase and Sale of Notes: Core terms of the note purchase transaction including amount, interest rate, and maturity date

5. Closing Conditions: Requirements and conditions precedent for completing the transaction

6. Conversion Rights: Terms governing conversion into equity, including trigger events and conversion price

7. Repayment Terms: Payment schedule, conditions, and mechanics for repayment

8. Events of Default: Circumstances constituting default and consequences thereof

Optional Sections

1. Information Rights: Provisions granting investors rights to access company information and financial statements

2. Board Observer Rights: Rights granted to investors to attend and observe board meetings

3. Pre-emptive Rights: Rights granted to investors to participate in future funding rounds to prevent dilution

Suggested Schedules

1. Form of Note: Template of the actual promissory note with all relevant terms

2. Capitalization Table: Current ownership structure of the company showing all shareholders and their holdings

3. Disclosure Schedule: Company disclosures and exceptions to representations and warranties

4. Conversion Mechanics: Detailed procedures and calculations for converting the note into equity

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































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Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, covering company formation, share issuance, and corporate governance requirements

Securities and Futures Act (Cap. 289): Regulates the offering and trading of securities, including convertible instruments, and sets out disclosure requirements and investor protection measures

Contract Law (Application of English Law Act): Governs the formation and enforcement of contracts in Singapore, incorporating principles of English common law

Moneylenders Act (Cap. 188): Regulates money lending activities and interest rate restrictions that may apply to promissory notes

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore governing financial instruments and securities offerings

Securities and Futures Regulations: Detailed regulations implementing the Securities and Futures Act, including specific requirements for securities offerings

Financial Advisers Act: Regulates financial advisory services and may apply if the note offering involves financial advice

Constitutional Documents Compliance: Review of company's constitutional documents to ensure compliance with share issuance and conversion rights

Foreign Investment Regulations: Rules governing foreign investment in Singapore companies and cross-border transactions

Tax Legislation: Various tax laws affecting stamp duty, withholding tax, and capital gains on convertible instruments

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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