Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Purchase Agreement for Convertible Note by Cofounders
This document is a Purchase Agreement for a Convertible Note, detailing the terms under which an investor provides an investment amount to a company. The investment is made through convertible promissory notes that accrue interest and can automatically or optionally convert into equity securities under specific conditions, such as a Qualified Financing or at maturity. It also covers provisions for a sale of the company and investor rights.
Purchase Agreement for Convertible Note
This agreement (the Agreement) is made on [Date]
between:
[Company Name], ([Reg No.]) a company incorporated in Singapore with its registered office [Company Address] (the Company); and
[Investor Name], (Identification Number: [Investor Co. Reg/Passport/ID number]) of [Investor Address] (the Investor)
(the Company and the Investor shall collectively be known as the Parties and each, a Party).
Whereas:
The Company is a private company incorporated in Singapore limited by shares.
The Investor and the Company desire and wish to enter into this Agreement to regulate the affairs of the Company and the relationship between the Parties.
It is hereby agreed as follows:
Definitions
In this Agreement, except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below:
“Qualified Financing”. The issuing of equity securities (Equity Securities) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Company of at least S$1,000,000, including conversion of the Notes and any other indebtedness.
Subscription
The Investor agrees to invest S$100,000 (the Investment Amount) in the Company by way of the convertible promissory notes (the Notes) issued by the Company to the Investor in denominations of S$5,000 each.
Maturity Date
The Notes and unpaid accrued interest on the Notes will be due and payable 24 months from the date of the signing of this Agreement (the Maturity Date).
Interest
Interest on the Notes will accrue on an annual basis at the rate of 5% per annum based on a 365 days year.
Conversion Price
The Conversion Price is the lesser of
70% of the per share price paid by the purchasers of such Equity Securities in the Qualified Financing (the Discounted Conversion Price), or
the price per share equal to S$4,000,000 divided by the aggregate number of outstanding shares of the Company's common stock as of immediately after the initial closing of the Qualified Financing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Notes) (the Valuation Cap).
Automatic Conversion
Automatic Conversion in a Qualified Financing
If the Company issues Equity Securities in a Qualified Financing, then the Notes, and any accrued but unpaid interest thereon, will automatically convert into the equity securities issued pursuant to the Qualified Financing at the Conversion Price.
Automatic Conversion at the Maturity Date
If the Notes have not been previously converted pursuant to a Qualified Financing, then, effective upon the Maturity Date, the Notes, and any accrued but unpaid interest thereon, will automatically convert into Equity Securities at 70% of the Valuation Cap.
Optional Conversion
If the Maturity Date or a Qualified Financing has not occurred, the Investor may elect to convert the entire Investment Amount into Equity Securities at the Valuation Cap.
Sale of the Company
If a Qualified Financing has not occurred and the Company elects to consummate a sale of the Company prior to the Maturity Date, then upon the election of the Investor, either
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Jurisdiction
Singapore
Document info
HTML document. Document created on Fri Sep 26th, 2025. Last updated on Fri Oct 31st, 2025.
This document is public
Licensed under CC BY 4.0 (Attribution).
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