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Convertible Debenture Agreement
"Need a Convertible Debenture Agreement for our Singapore-based tech startup to secure SGD 2 million funding from three venture capital investors, with a 5% interest rate and conversion rights exercisable after January 2025 at a 20% discount to the next funding round."
1. Parties: Identification of issuer and debenture holder(s)
2. Background: Context of the debenture issuance and company circumstances
3. Definitions: Key terms used throughout the agreement
4. Principal Amount and Interest: Details of the debenture amount and interest terms
5. Conversion Rights: Terms and conditions for converting debentures to shares
6. Maturity and Repayment: Terms of maturity and repayment obligations
7. Events of Default: Circumstances constituting default and consequences
8. Representations and Warranties: Statements of fact and assurances from the issuer
9. Covenants: Ongoing obligations of the issuer during the term of the debenture
10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Security: Details of any security/collateral arrangements when the debenture is secured
2. Guarantees: Terms of any third-party guarantees provided for the debenture
3. Anti-dilution Provisions: Protections against share dilution for sophisticated investors
4. Tag-Along Rights: Rights of debenture holders to participate in sale of company shares
5. Information Rights: Rights of debenture holders to receive company financial and other information
1. Conversion Formula: Detailed calculation method for conversion price and mechanics
2. Form of Conversion Notice: Template notice for exercising conversion rights
3. Security Documents: Details of security arrangements and related documentation
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
5. Disclosure Schedule: Detailed disclosures relating to representations and warranties
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