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    Term Sheet: Indicative Terms and Conditions As of May 22, 2016

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    eemiarose
    The document outlines the terms of an investment by George Sy to acquire preferred stock in Allied Company, Inc. The key terms include an investment of PHP256.25 million to acquire 2,562,500 shares of preferred stock at PHP100 per share. The preferred stock will grant legal and beneficial ownership rights and can be converted to common stock. The terms also specify voting rights, liquidation preferences, financial reporting requirements, and right of first refusal for future stock issuances. The transaction is targeted to close in mid-June 2016 and will be governed by Philippine law.

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    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd

    Term Sheet: Indicative Terms and Conditions As of May 22, 2016

    Uploaded by

    eemiarose
    321 views7 pages
    The document outlines the terms of an investment by George Sy to acquire preferred stock in Allied Company, Inc. The key terms include an investment of PHP256.25 million to acquire 2,562,500 shares of preferred stock at PHP100 per share. The preferred stock will grant legal and beneficial ownership rights and can be converted to common stock. The terms also specify voting rights, liquidation preferences, financial reporting requirements, and right of first refusal for future stock issuances. The transaction is targeted to close in mid-June 2016 and will be governed by Philippine law.

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    legal writing

    Original Title

    Term Sheet

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    © © All Rights Reserved

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    The document outlines the terms of an investment by George Sy to acquire preferred stock in Allied Company, Inc. The key terms include an investment of PHP256.25 million to acquire 2,562,500 shares of preferred stock at PHP100 per share. The preferred stock will grant legal and beneficial ownership rights and can be converted to common stock. The terms also specify voting rights, liquidation preferences, financial reporting requirements, and right of first refusal for future stock issuances. The transaction is targeted to close in mid-June 2016 and will be governed by Philippine law.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    321 views7 pages

    Term Sheet: Indicative Terms and Conditions As of May 22, 2016

    Uploaded by

    eemiarose
    The document outlines the terms of an investment by George Sy to acquire preferred stock in Allied Company, Inc. The key terms include an investment of PHP256.25 million to acquire 2,562,500 shares of preferred stock at PHP100 per share. The preferred stock will grant legal and beneficial ownership rights and can be converted to common stock. The terms also specify voting rights, liquidation preferences, financial reporting requirements, and right of first refusal for future stock issuances. The transaction is targeted to close in mid-June 2016 and will be governed by Philippine law.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 7

    Term Sheet

    Indicative Terms and Conditions as of May 22, 2016

    PRIVATE AND CONFIDENTIAL

    PARTIES TO THE TRANSACTION

    PARTIES TO THE

    TRANSACTION

    SCOPE
    This term sheet summarizes the principal terms with respect to the
    investment made by the investor, through the existing shareholder,
    Arthur Go, to the company. It is not intended to be and does not
    constitute a legally binding obligation.
    PURPOSE
    1. To define and stipulate on the terms and conditions of the investment
    made by the investor.
    2. To confirm the terms and conditions identified and stipulated to by
    the parties to the tranasaction.
    PARTIES TO THE TRANSACTION
    Issuer

    : Allied Company, Inc.

    Investor

    : George Sy

    Existing

    : 1. Arthur Go

    Shareholders of

    : 2. Andrew Chua

    the Company

    : 3. Kennedy Lim

    Issuer s Legal
    Counsel

    :: Espinosa & Diesta Law Firm (EsDi)

    MAIN INVESTMENT TERMS


    Investment Amount

    : Two Hundred Fifty Six Million Two Hundred Fifty


    Thousand Pesos (PHP256, 250, 000.00)

    MAIN INVESTMENT TERMS


    Currency

    : Philippine Pesos (Php)

    Type of Security

    : Preferred Stock

    Price per share

    : One Hundred Pesos (Php100. 00)

    Total number of

    : Two Million Five Hundred Sixty Two Thousand Five

    Shares

    Beneficial Title from

    Hundred Pesos (2, 562, 500)

    : Two Million Five Hundred Sixty Two Thousand Four

    Shares Bought

    Hundred Seventy Seven Pesos and Fifty Centavos


    (2, 562, 477. 50)

    Estimated

    The investement is intended to be closed on

    Closing Date

    : Mid-June 2016

    GENERAL TERMS
    Legal Title

    : Each share of the Preferred Stock shall grant the


    investor legal title to the value of each stock bought

    Beneficial Title

    : The shares of the Preferred Stock bought shall grant


    the investor limited beneficial title to the value
    stipulated

    Conversion:

    Each share of the Preferred Stock shall be convertible,


    at any time, at the option of the investor, into shares of
    Common Stock, at an initial conversion ratio of one

    GENERAL TERMS
    share of Common Stock for each share of Preferred
    Stock.
    Voting Rights:

    On all matters submitted for stockholder approval, each


    share of Preferred Stock shall be entitled to such
    number of votes as is equal to the number of shares of
    Common Stock into which such shares are convertible.
    In addition, the Issuer shall not, without the prior
    consent of the holders of at least a majority of the then
    issued and outstanding Preferred Stock, voting as a
    separate class:

    a) issue or create any series or class of securities with


    rights superior to or on a parity with the a Preferred
    Stock or increase the rights or preferences of any
    series or class having rights or preferences that are
    junior to the Preferred Stock so as to make the rights
    or preferences of such series or class equal or senior
    to the Preferred Stock.
    b) pay dividends on shares of the capital stock of the
    Issuer.
    c) effect any exchange or reclassification of any stock
    affecting the Preferred Stock or any recapitalization
    involving the Issuer and its subsidiaries taken as a
    whole.
    d) repurchase or redeem, or agree to repurchase or
    redeem, any securities of the Issuer other than from
    employees of the Issuer upon termination of their
    employment pursuant to prior existing agreements
    approved by the Board of Directors of the Issuer.

    GENERAL TERMS

    e) enter into any transaction with management or any


    member of the board of directors, except for
    employment contracts approved by the Board of
    Directors and transactions entered at arms-length
    terms which are no less favorable to the Issuer than
    could be obtained from unrelated third parties.
    f) effect any amendment of the Issuer 's Certificate of
    Incorporation or Bylaws which would materially
    adversely affect the rights of the Preferred Stock.
    g) voluntarily dissolve or liquidate.
    h) effect any merger or consolidation of the Issuer with
    or into another corporation or other entity (except
    one in the holders of the capital stock of the Issuer
    immediately prior to such a merger or consolidation
    continue to hold at least a majority of the capital
    stock of the surviving entity after the merger or
    consolidation) or sell, lease, or otherwise dispose of
    all or substantially all or a significant portion of the
    assets of the Company.
    i) Change the size of the Board of Directors or change
    any procedure of the Company relating to the
    designation, nomination, or election of the Board of
    Directors.
    j) Amend, alter, or repeal the preferences, special
    rights, or other powers of the Preferred Stock so as
    to adversely affect the Preferred Stock.

    GENERAL TERMS
    Liquidation
    Preference:

    The holders of Preferred Stock shall have preference


    upon liquidation over all holders of Common Stock and
    over the holders of any other class or series of stock that
    is junior to the Preferred Stock for an amount equal to
    the greater of (i) amount paid for such Preferred Stock
    plus any declared or accrued but unpaid dividends, and
    (ii) the amount which such holder would have received
    if such holders shares of Preferred Stock were
    converted to Common Stock immediately prior to such
    liquidation. Thereafter, the holders of Common Stock
    will be entitled to receive the remaining assets. For
    purposes of this section, a merger, consolidation, sale
    of all or substantially all of the Company's assets, or
    other corporate reorganization shall constitute a
    liquidation, unless the holders of at least a majority of
    the Preferred Stock vote otherwise.

    Board of Directors:

    The Board of Directors of the Issuer shall remain as is.

    Options and Vesting:

    All stock options held by management, and employees


    shall vest over a four-year period. Stock currently held
    by founders will be considered to be 25% vested as of
    the closing of this financing with the balance to vest in
    equal monthly installments over four years. All others
    shall vest in equal monthly installments over four years
    with a one-year cliff at the beginning of the vesting term.
    Change of control provisions to provide for no more than
    an additional 50% for founders and select management
    and one year for all others.

    GENERAL TERMS
    Financial Statements :The Issuer will provide all information and materials,
    And Reporting
    including, without limitation, all internal management
    documents, reports of operations, reports of adverse
    developments, copies of any management letters,
    communications with shareholders or directors, and
    press releases and registration statements, as well as
    access to all senior managers as requested by the
    investor, as a holder of Preferred Stock.
    Right of First Refusal :Issuer,as holder of Preferred Stock, shall have a pro
    rata right, based on their percentage of fully diluted
    equity
    interest
    in
    the
    company,
    with
    an
    undersubscription right up to the total number of
    shares being offered, to participate in subsequent stock
    issuances.
    Governing Law and
    Jurisdiction

    : Philippine Law has exclusive jurisdiction of the


    courts of the Philippines. Venue of all dispute
    resolution proceedings shall be the proper courts of
    Makati City to the exclusion of all other courts.

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