Convertible Note Subscription Agreement Template for Philippines

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Key Requirements PROMPT example:

Convertible Note Subscription Agreement

"I need a Convertible Note Subscription Agreement for my Philippine technology startup to secure a PHP 10 million investment from a Singapore-based venture capital firm, with a 20% discount rate on conversion and a valuation cap of PHP 100 million, planned for closing in March 2025."

Document background
The Convertible Note Subscription Agreement is a crucial financing instrument commonly used in the Philippine startup and growth company ecosystem. This document is typically employed when companies seek bridge financing or early-stage investment while deferring company valuation to a future date. It enables companies to receive immediate funding in the form of debt that can later convert to equity, usually at a discount to the next financing round. The agreement must comply with Philippine securities laws, particularly the Securities Regulation Code and relevant SEC regulations, and needs to address specific local requirements for debt instruments and their conversion into equity. It's especially relevant for companies looking to raise capital without immediately diluting equity, while giving investors the potential upside of equity participation through future conversion rights.
Suggested Sections

1. Parties: Identification of the Company (Issuer) and the Investor (Subscriber)

2. Background: Context of the investment and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Subscription and Issue: Terms of the note subscription, payment obligations, and closing conditions

5. Interest: Interest rate, calculation method, payment terms, and default interest provisions

6. Conversion Rights: Conditions and mechanisms for converting the note into equity

7. Conversion Price and Adjustments: Formula for determining conversion price and circumstances requiring adjustments

8. Company Warranties: Representations and warranties about the company's legal status, financial condition, and authority

9. Investor Warranties: Representations and warranties from the investor regarding investment capacity and compliance

10. Covenants: Ongoing obligations of the company during the note term

11. Events of Default: Circumstances constituting default and consequences

12. Transferability: Restrictions and conditions for transferring the note

13. Notices: Communication requirements and contact details

14. Confidentiality: Obligations regarding confidential information

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments

Optional Sections

1. Security: Include when the note is secured against company assets

2. Subordination: Required when the note needs to be subordinated to other company debt

3. Board Observer Rights: Optional rights for investor to appoint board observer pre-conversion

4. Information Rights: Additional reporting obligations to investor beyond statutory requirements

5. Tag-Along Rights: Include when investor should have pre-conversion tag-along rights

6. Foreign Investment Provisions: Required when investor is foreign entity, addressing Philippine foreign ownership restrictions

7. Multiple Closings: Include for notes issued in tranches or as part of a series

8. Most Favored Nation: Protection ensuring investor gets best terms if company issues notes to others

Suggested Schedules

1. Note Certificate: Form of convertible note certificate

2. Conversion Notice: Template for exercising conversion rights

3. Cap Table: Current and post-conversion capitalization of the company

4. Company Information: Corporate details, directors, share capital structure

5. Warranties: Detailed company warranties

6. Calculation of Conversion Price: Detailed formula and examples of conversion price calculations

7. Required Corporate Approvals: List of corporate and regulatory approvals needed

8. Form of Deed of Adherence: Template for adherence to shareholders' agreement post-conversion

Authors

Alex Denne

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

Relevant legal definitions
Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Manufacturing

Renewable Energy

Agriculture Technology

Real Estate

Education Technology

Consumer Goods

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Compliance

Treasury

Investment

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Venture Capital Associate

Company Secretary

Financial Controller

Legal Counsel

Investment Director

Corporate Development Manager

Startup Founder

Business Development Director

Finance Director

Compliance Officer

Board Member

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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