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1. Qualified Financing Conversion: Used when automatic conversion is triggered by a qualified financing round, defining the qualifying amount and terms

2. Change of Control Provisions: Include when specific rights or obligations arise upon a change in company control

3. Most Favored Nation Clause: Optional protection ensuring the noteholder receives the best terms offered to other investors

4. Pre-emptive Rights: Rights of the noteholder to participate in future financing rounds

5. Information Rights: Rights of the noteholder to receive company financial information and reports

6. Foreign Investment Provisions: Required when the noteholder is a foreign investor, addressing compliance with Philippine foreign investment laws

7. Tax Provisions: Detailed tax treatment and withholding requirements, particularly relevant for cross-border investments

8. Security Interest: Include if the note is secured by company assets

1. Schedule A - Conversion Terms: Detailed methodology for calculating conversion price and number of shares

2. Schedule B - Form of Conversion Notice: Template for noteholder to exercise conversion rights

3. Schedule C - Corporate Information: Company details including capitalization table and corporate structure

4. Schedule D - Relevant Corporate Approvals: Copies of board and shareholder resolutions authorizing the note

5. Appendix 1 - Deed of Accession: Form for noteholder to accede to existing shareholders' agreement upon conversion

6. Appendix 2 - Disclosure Schedule: Company disclosures related to representations and warranties