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Future Equity Agreement Template for Philippines

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Key Requirements PROMPT example:

Future Equity Agreement

"I need a Future Equity Agreement under Philippine law for a 500,000 PHP investment in my fintech startup, with a 20% discount rate and 10M PHP valuation cap, scheduled for completion by March 2025."

Document background
The Future Equity Agreement (FEA) is a crucial instrument in the Philippine startup ecosystem, designed to facilitate early-stage investments while deferring complex valuation discussions. This document type emerged as a solution to the challenges faced by startups in raising initial capital when company valuation is difficult to determine. Under Philippine law, particularly considering the Revised Corporation Code and Securities Regulation Code, the FEA provides a structured way to invest in companies while complying with local regulatory requirements. It is commonly used when companies are seeking seed funding or bridge financing, offering investors the right to convert their investment into equity at a later date, typically during a qualified financing round. The agreement includes essential provisions for conversion mechanics, valuation caps, and investor rights, while ensuring compliance with Philippine corporate, securities, and foreign investment laws.
Suggested Sections

1. Parties: Identification of the investor(s) and the company, including complete legal names and addresses

2. Background: Context of the agreement, including company status and purpose of the investment

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Amount: Details of the investment amount and payment terms

5. Future Equity Right: Core terms of the future equity right, including triggering events for conversion

6. Conversion Mechanics: Detailed mechanics of how and when the investment converts to equity

7. Valuation Cap: Specification of the valuation cap for conversion purposes

8. Discount Rate: The discount rate applicable to the conversion, if any

9. Company Representations: Company's representations and warranties

10. Investor Representations: Investor's representations and warranties

11. Information Rights: Investor's rights to receive company information

12. Most Favored Nation Provision: Ensures investor receives best terms offered to other investors

13. Amendment and Waiver: Procedures for modifying the agreement or waiving rights

14. Governing Law: Specification of Philippine law as governing law

15. Dispute Resolution: Procedures for resolving disputes

16. General Provisions: Standard boilerplate provisions including notices, assignment, and severability

Optional Sections

1. Foreign Investment Compliance: Required when investor is foreign, addressing Philippine foreign investment restrictions

2. Pro-rata Rights: Optional rights for investor to participate in future funding rounds

3. Board Observer Rights: Optional rights for investor to observe board meetings

4. Confidentiality Provisions: Detailed confidentiality terms if not covered in separate agreement

5. Tax Provisions: Specific tax-related provisions if complex tax implications exist

6. Founders' Obligations: Specific commitments required from founders, if any

7. Exit Rights: Special rights in case of company sale or IPO

Suggested Schedules

1. Schedule A - Cap Table: Current capitalization table of the company

2. Schedule B - Disclosure Schedule: Company disclosures against representations and warranties

3. Schedule C - Form of Notice of Conversion: Template for conversion notice

4. Schedule D - Investment Amount Details: Breakdown of investment amount and payment schedule if applicable

5. Schedule E - Key Terms of Qualifying Financing: Definition and parameters of qualifying financing round

6. Appendix 1 - Calculation Methods: Detailed formulas for conversion calculations

7. Appendix 2 - Required Corporate Actions: List of corporate actions needed to implement the agreement

Authors

Alex Denne

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

Relevant legal definitions



















































Clauses






























Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Biotechnology

Renewable Energy

Software Development

Digital Media

Fintech

Telecommunications

Agricultural Technology

Education Technology

Manufacturing

Retail Innovation

Logistics and Supply Chain

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Development

Investment

Compliance

Corporate Secretariat

Business Development

Strategy

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Startup Founder

Venture Capital Associate

Angel Investor

Corporate Secretary

Business Development Director

Investment Analyst

Legal Counsel

Finance Director

Compliance Officer

Board Member

Company Director

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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