Convertible Loan Agreement by Cofounders
This Convertible Loan Agreement outlines the terms for investors to provide a loan to a company, which can later be converted into equity or repaid under specific conditions. It details the mechanics of the loan, interest, conversion options, and repayment schedules. The agreement also includes extensive warranties, events of default, and obligations for the company, providing a comprehensive framework for early-stage investment.
Convertible Loan Agreement
This agreement: (the Agreement) is entered into as of [Date] between
[Company Pte Ltd] a company registered in Singapore under number [UEN] with registered office at [Address] (the Company);
[Founder Name] of [Address] (the Founder); and
The Investors severally described in Schedule 1 herein (Investors)
(individually known as a Party and collectively Parties).
Whereas:
The Company is a company incorporated on [Date] in Singapore as a private limited company; and
The Investors wish to make an investment by way of an unsecured convertible loan to the Company.
Interpretation:
Accrued Interest means
interest payable and accrued in respect of the Loan as calculated in accordance with Clause 3.2;
Affiliate means
a person, corporation, partnership or other entity, that Controls, is Controlled by, or is under common Control with a Party;
Anniversary Date means
each anniversary of the Effective Date or, if such date is not a Business Day, the next Business Day following;
Audited Accounts means
the Company's audited balance sheet and audited profit and loss account for the relevant financial year of the Company, together with the related cash flow statements, notes, directors' reports and Auditors' reports (unless the accounts are legally exempted from audit, in which case the accounts shall mean those approved by the Company's accountants);
Auditors means
[Name of Auditors] or such other firm of chartered accountants as may be appointed as auditors of the Company from time to time;
Board means
the Company's board of directors;
Business means
the business conducted by the Company, as set out in Schedule 1 herein;
Business Day means
a day on which banks are normally open for business and which is not a Sunday or public holiday in Singapore;
Business IPRs means
the IPRs used by the Company in the operation of its business;
Business Plan means:
as at the Effective Date, the business plan (dated [Date]) prepared by the Company and reviewed and approved by the Board and used as reference for the Loan, and
after the Effective Date, the most recent business plan approved by the Board prior to the date on which the Warranties are given;
Change of Control means
in relation to the Company, where a person (or persons acting in concert) directly or indirectly, including through any Subsidiary or Holding Company or Subsidiary of such Holding Company:
has beneficial ownership over more than 50 per cent of the total voting rights conferred by all the issued shares in the capital of the Company which are ordinarily exercisable in general meeting; or
has the right to appoint or remove a majority of its directors; or
has power to direct that the affairs of the Company are conducted in accordance with its wishes;
in each case where such person or persons did not have such beneficial ownership, right or power at the Effective Date;
Claim means
a claim by the Investors for breach of any Warranty;
Companies Act means
the Companies Act (Cap 51) of Singapore;
Control means
This is a preview. The full template is free on GitLaw.
5.0 out of 5 on Google
Read reviewsAs seen in
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.