Workshop

Sample Term Sheet [Not intended to be used for actual deals]

This Term Sheet represents the general terms and conditions of the proposed transaction described below.
The transaction and the terms thereof would be contingent on the execution of final definitive agreements
to implement the transaction in a manner acceptable to the Parties.

The Parties undertake and agree to use all reasonable commercial efforts to cooperate and work together in
good faith to prepare, negotiate, and enter into further detailed legally-binding documents as contemplated
by, and to supplement and substantiate the terms set out herein.

A. General Terms
Company [Company] is a corporation duly organized under
the laws of the Philippines, with principal address
at [address]. It is engaged in [business].
Co-Founder Contributions [Indicate agreement with co-founders]
Investor [Investor] is a corporation duly organized under
the laws of the Philippines, with principal address
at [address]. It is engaged in [business].
B. Transaction / Investment
Investment Amount The Investor shall invest a total of [total investment
amount].

It is the intention of the Parties that, following the

investment contemplated, the Investor shall own up
to ____ PERCENT (__%) of the total outstanding
capital stock of [Company].
Form of Payment The Investment Amount shall be broken down as
follows:
1. ________ in _____ on ______
2. ________ in _____ on ______
Use of Proceeds The proceeds from the investment shall be utilized
for [description].
Instrument The Investment Amount will be booked as [equity
or debt] by [Company] to the Investor.
Class of Shares Company shall issue ____ preferred shares to
Investors.
Liquidation Preference In the event of a liquidation, dissolution or winding
up of the Company, whether voluntary or
involuntary, the Investor-holder shall be entitled to
receive out of the assets of the Company available
for distribution to stockholders, whether such
assets are stated capital or surplus of any nature, an
amount in cash equal to the sum of (a) the amount
of dividends accrued and unpaid thereon to the date
of final distribution to such holders, whether or not
declared to the date of such final distribution, and
(b) 150% the value per share before any payment
shall be made or any assets distributed to the
holders of other classes of shares.
Due Diligence This transaction is subject to the completion of a
satisfactory legal, financial and operational due
diligence by each Party on the other.
Workshop

Sample Term Sheet [Not intended to be used for actual deals]

This will be for a period of no longer than ___ (__)

days upon receipt by the Party of the complete
documents requested in the due diligence checklist.
C. Governance
Voting Rights and Board Formation The Investor shall be entitled to ___ (__) seat in the
Board of Directors. As a member of the Board, the
Investor has the right to nominate the corporate
officers prescribed in [Company’s] by-laws.
Share Transfer Restrictions [Drag-Along / Tag-Along Rights
Pre-Emptive Rights]
Deadlock and Disputes The Parties shall exert best efforts to amicably
settle any deadlock or disputes within sixty (60)
days from the occurrence thereof. Failure to
resolve the matter shall be brought to [preferred
mode of dispute resolution].
D. General / Other Matters
Fees and Expenses Each Party shall bear all costs and expenses
incurred by it in relation to the proposed
transaction, including the preparation and
negotiation of the Definitive Agreements.
Definitive Agreements 1. Shareholders’ Agreement
2. Subscription Agreement
Closing Date The Parties shall exert best efforts in signing and
completing the Definitive Agreements within
[period] after Due Diligence is completed by the
Investor.
Exclusivity [Indicate discussed terms of exclusivity]
Non-Competition The Investor shall not engage in, consult with,
participate in, hold a position as a shareholder,
director, officer, consultant, partner or investor, or
otherwise assist in any business entity in the
Philippines that is engaged in any activities which
are competitive with the business provided by
[Company].
Confidentiality and Non-Disclosure The Parties shall treat any information provided to
each other as strictly confidential. This clause will
not apply wherein the information disclosed is
already in the possession of the other Party on the
date of receipt from the disclosing Party, or is
already of public knowledge (except as a result of
an unauthorized disclosure by the recipient), or is
lawfully obtained by the recipient in good faith
from a third party having the full right to disclose,
or is independently acquired or developed by the
recipient.

No public announcement of any kind will be made

concerning this Term Sheet without the joint
written consent of both Parties.
Workshop

Sample Term Sheet [Not intended to be used for actual deals]

Governing Law, Venue This Term Sheet shall be construed and governed
by the laws of the Republic of the Philippines and
the parties shall submit to the jurisdiction of the
courts of Quezon City, to the exclusion of all other
courts.
Non-Binding Effect Save for the provisions in this Term Sheet
regarding fees, exclusivity, confidentiality and
governing law, all other terms of this Term Sheet
are not intended to be legally binding and shall be
subject to the final agreement of the parties to be
set out in a separate document.

The Term Sheet may be executed in counterparts, which together will constitute one document. Electronic
signatures shall have the same legal effect as original signatures.

_______________________ _______________________
[Name] [Name]
[Designation] [Designation]

Date Date