Convertible Note Contract

Convertible Note Contract Generator for Singapore

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Key Requirements PROMPT example:

"Need a Convertible Note Contract for raising S$500,000 from three angel investors, with a 20% discount rate and 8% interest rate, convertible upon our Series A round expected in March 2025."

Document background

The Convertible Note Contract is commonly used in Singapore's startup ecosystem as a bridge financing instrument. It offers companies a way to raise capital without immediately setting a valuation, while providing investors with the potential upside of equity ownership. This document type is particularly relevant for early-stage companies seeking funding between S$50,000 and S$5 million, structured in compliance with Singapore's regulatory framework. The contract typically includes provisions for conversion triggers, interest rates, maturity dates, and valuation caps, all aligned with local securities laws and corporate regulations.

Suggested Sections

1. Parties: Identifies the issuer (company) and the note holder(s)

2. Background: Context of the convertible note issuance and purpose of the funding

3. Definitions: Key terms used throughout the agreement including conversion price, maturity date, etc.

4. Principal Amount and Interest: Details of the loan amount and interest calculation

5. Conversion Rights: Terms and conditions for converting the note to equity

6. Maturity and Repayment: Date and terms of repayment if not converted

7. Events of Default: Circumstances that trigger default and consequences

8. Representations and Warranties: Statements of fact and assurances by the issuer

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Early Redemption Rights: Optional provisions allowing the company to repay the note before maturity

2. Anti-dilution Protection: Provisions protecting noteholder from dilution through subsequent share issuances

3. Information Rights: Rights of noteholder to receive financial and other company information

4. Board Observer Rights: Rights of noteholder to attend and observe board meetings

5. Most Favored Nation Clause: Protection ensuring noteholder receives best terms offered to other investors

Suggested Schedules

1. Form of Conversion Notice: Template notice for exercising conversion rights

2. Calculation of Conversion Price: Detailed formula and examples for conversion price calculation

3. Company Cap Table: Current shareholding structure and post-conversion scenarios

4. Term Sheet: Summary of key commercial terms agreed between parties

5. Form of Note Certificate: Template certificate evidencing the convertible note

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology Startups
Fintech
Biotech
Manufacturing

Relevant Teams

Legal
Finance
Corporate Development
Investment
Company Secretarial

Relevant Roles

Chief Executive Officer
Chief Financial Officer
Investment Manager
Corporate Counsel
Startup Founder

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Authors

Alex Denne

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