diff --git a/_posts/2013-12-01-convertible_promissory_note_purchase_agreement.html b/_posts/2013-12-01-convertible_promissory_note_purchase_agreement.html index 8b92362..2242f22 100644 --- a/_posts/2013-12-01-convertible_promissory_note_purchase_agreement.html +++ b/_posts/2013-12-01-convertible_promissory_note_purchase_agreement.html @@ -41,13 +41,13 @@

Definitions

  • Subscription

      -
    1. The Investor agrees to invest S$, (the Investment Amount) in the Company by way of the Convertible Promissory Notes (the Notes) issued by the Company to the Investor in denominations of S$ each.
      2. +
    2. The Investor agrees to invest S$, (the Investment Amount) in the Company by way of the convertible promissory notes (the Notes) issued by the Company to the Investor in denominations of S$ each.

  • Maturity Date

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    1. The Notes and unpaid accrued interest on the Notes will be due and payable months from the date of the signing of this Purchase Agreement (the Maturity Date).
      2. +
    2. The Notes and unpaid accrued interest on the Notes will be due and payable months from the date of the signing of this Agreement (the Maturity Date).
  • @@ -66,7 +66,7 @@

    Interest

  • Conversion Price

      -
    1. The lesser of +
    2. The Conversion Price is the lesser of
      1. @@ -79,7 +79,7 @@

        Conversion Price

        The CAP – this gives investor upside if you hit the ball out of the park. i.e. if you raise the next round at $20M, the current investors would still have invested at $5M, and has 4x their value (instead of 30% discount) - the price per share equal to S$ 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). + the price per share equal to S$ 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).
      3. @@ -105,7 +105,7 @@

      Sale of the Company

      If company sells before raising next big round. Investors get 1.5x or the exit value, whichever is higher. 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
        -
      1. the Investor shall receive a payment equal to one and half (1.5) times the Note, or
        2. +
      2. the Investor shall receive a payment equal to one and half (1.5) times the Notes, or
      3. the entire Investment Amount shall convert into Equity Securities at the Valuation Cap.
      @@ -150,7 +150,7 @@

      No Security Interest

    3. Investor Rights

        -
      1. The Investor will have customary information and inspection rights, including receiving an annual budget, annual unaudited financial statements, quarterly unaudited financial statements, and any other information reports prepared for shareholders while the Note remains outstanding.
        2. +
      2. The Investor will have customary information and inspection rights, including receiving an annual budget, annual unaudited financial statements, quarterly unaudited financial statements, and any other information reports prepared for shareholders while the Notes remains outstanding.