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Note Subscription Agreement
"I need a Note Subscription Agreement for a Singapore tech startup issuing secured convertible notes worth SGD 5 million to three institutional investors, with conversion rights exercisable after March 2025 and a maturity date of December 2025."
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
1. Security: Terms of any security provided for the notes - include when notes are secured
2. Conversion Rights: Terms for converting notes to equity - include for convertible notes
3. Events of Default: Circumstances constituting default - typically included for longer-term notes
1. Form of Note Certificate: Template of the physical note certificate
2. Conditions Precedent Documents: List of required documents for completion
3. Note Terms: Detailed terms and conditions of the notes
4. Form of Transfer Certificate: Template for transferring notes between holders
5. Corporate Information: Key corporate details of the issuer
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