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1. Information Rights: Grants investors rights to receive financial and operational information - include when dealing with sophisticated investors

2. Board Observer Rights: Gives investors the right to attend board meetings - include for larger investments

3. Pre-emptive Rights: Allows note holders to participate in future financing rounds - include for strategic investors

4. Most Favored Nation Provision: Ensures investors get the benefit of better terms offered in future note issuances - include for early-stage investments

5. Foreign Investment Provisions: Additional provisions required for foreign investors under Philippine law - include when there are foreign investors

6. Tax Provisions: Detailed tax handling and withholding provisions - include when tax implications are complex

7. Anti-dilution Protection: Protects investors from dilution in specific scenarios - include for sophisticated investment rounds

1. Schedule A - Form of Promissory Note: The actual form of the convertible promissory note to be issued

2. Schedule B - Capitalization Table: Current capital structure of the Company and pro forma post-conversion scenarios

3. Schedule C - Company Disclosure Schedule: Detailed disclosures and exceptions to Company representations and warranties

4. Schedule D - Corporate Resolutions: Copies of relevant corporate approvals for the note issuance

5. Schedule E - Investment Amounts: List of investors and their respective investment amounts (if multiple investors)

6. Appendix 1 - Conversion Mechanics: Detailed procedures and calculations for note conversion

7. Appendix 2 - Registration Rights: Details of any registration rights granted to note holders upon conversion