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The Note Subscription Agreement is a crucial document used when companies seek to raise debt financing through the issuance of notes in Singapore. It serves as the primary contractual framework governing the relationship between the issuer and subscribers, ensuring compliance with Singapore's regulatory requirements, particularly under the Securities and Futures Act and MAS guidelines. The agreement details all aspects of the note issuance, including subscription terms, payment mechanics, note characteristics, and investor rights. It's particularly valuable for companies seeking alternative financing options to traditional bank loans or equity funding.

1. Parties: Identification of issuer and subscriber(s)

2. Background: Context of the note issuance and purpose

3. Definitions: Key terms used throughout the agreement

4. Subscription Terms: Core terms of the note subscription including amount, price, and payment terms

5. Note Terms: Key terms of the notes including interest, maturity, and redemption rights

6. Representations and Warranties: Statements of fact by both parties

7. Conditions Precedent: Conditions that must be satisfied before completion

8. Completion: Process and requirements for closing the subscription