This Advance Subscription Agreement (ASA) is designed for companies seeking investment before a fixed valuation. It allows an investor to provide funds in exchange for equity (shares) that will be issued at a future date, typically during the company's next priced funding round. The ASA is not a loan, does not accrue interest, and is never repayable, instead converting into shares under specific conditions like a financing round, company sale, or a longstop date. It includes provisions for major investor rights and reverse vesting, with specific considerations for SEIS/EIS relief compliance, which may require careful drafting adjustments for different investor types. The document also outlines the process for share issuance and defines key terms related to company valuation and financing events. This template is suitable for early-stage companies raising capital and investors looking to secure future equity at an unfixed valuation, with a focus on UK legal standards and tax relief schemes. It is important to note that the document does not constitute legal or tax advice, and parties should consult professionals for SEIS/EIS compliance. The agreement is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales. It also details the roles of the Subscriber, Company, and Founders, and includes provisions for information and participation rights for major investors, as well as reverse vesting schedules for founders. The document also includes warranties from the Company and Founders regarding the company's legal standing and intellectual property. The ASA is designed to be flexible, allowing for multiple investors through separate agreements while maintaining identical financial terms. It also addresses the status of funds, assignment clauses, and termination conditions. The template provides options for different longstop dates, ranging from 6 to 24 months, with a note on HMRC guidance for SEIS/EIS relief eligibility. It also includes an appendix for information rights, detailing monthly and quarterly reporting requirements for investors. The document is structured with clear definitions and clauses covering the advance subscription, issue and allotment of shares, and general legal provisions. This template is a comprehensive tool for managing early-stage equity investments, particularly those aiming for SEIS/EIS relief in the UK. The document is designed to facilitate investment in a company that is not yet ready to set a valuation, allowing investors to subscribe for shares that will be issued at a future date based on a subsequent financing round or other defined events. It clarifies that the advance subscription is not a loan and will convert into equity, providing a framework for early-stage funding without immediate valuation. The template also includes optional clauses for major investor rights, such as information and participation rights, and reverse vesting for founders, which can be tailored based on the specific investor and SEIS/EIS considerations. The agreement is legally binding and sets out the terms for the conversion of the advance subscription into shares, ensuring clarity for both the company and the investor. It also addresses the legal framework, including governing law and jurisdiction, and outlines the responsibilities and warranties of the parties involved. This document is a critical tool for managing early-stage equity investments, particularly those aiming for SEIS/EIS relief in the UK. It provides a structured approach to securing investment when a company's valuation is not yet established, ensuring that both the company and the investor have a clear understanding of the terms under which the advance subscription will convert into shares. The template also offers flexibility with optional clauses for investor rights and founder vesting, allowing for customization to suit specific deal requirements while highlighting important considerations for tax relief compliance. The legal framework, including governing law and jurisdiction, is clearly defined, making it a robust agreement for early-stage funding rounds. This Advance Subscription Agreement (ASA) is a template for companies to secure investment before a valuation is set. Investors provide funds in exchange for future equity (shares), typically issued at the next priced funding round, a company sale, or a longstop date. It is not a loan and includes provisions for major investor rights and founder reverse vesting, with specific considerations for SEIS/EIS tax relief. The agreement is governed by English law and subject to the exclusive jurisdiction of England and Wales courts.

This document is a Summary of Terms for the sale of Series Seed Shares, outlining the key commercial and legal provisions for an early-stage equity funding round. It is designed for use with institutional or venture capital investors, covering aspects like investment structure, share types, investor rights, and founder obligations. The summary helps parties understand the proposed terms before drafting definitive investment documents, with certain clauses being legally binding immediately upon acknowledgment and agreement by the parties involved in the transaction, such as expenses, exclusivity, and confidentiality provisions, which are governed by the laws of England and Wales. The document also includes details on liquidation preference, anti-dilution, vesting, and board composition, which are crucial for defining the relationship between the company, its founders, and investors during a funding round. It also outlines the conditions to close, estimated closing date, and the type of security being offered, which are newly issued series seed convertible preferred shares. The document also details the capitalisation of the company following the completion of the financing, which is set out in Appendix A. It also includes provisions for pre-emption rights on new share issues, right of first refusal on share transfers, co-sale rights, tag-along, and drag-along, which are important for protecting the interests of the investors and ensuring an orderly exit strategy. The document also specifies restrictive covenants and founders undertakings, which are designed to protect the company's intellectual property and ensure the founders' commitment to the company. The document also outlines the board of directors' composition and the information and management rights of the investors, which are important for corporate governance and investor oversight. The document also specifies that definitive investment documents shall be drafted by counsel to the Lead Investor based on the British Venture Capital Association (BVCA) form documents, ensuring that the legal documentation is robust and in line with industry standards. The document also includes options for expenses, exclusivity, and confidentiality, which are crucial for managing the transaction process and protecting sensitive information. The document also clarifies that it is not intended to be legally binding, with the exception of certain paragraphs, which are binding upon the parties and shall be governed and construed in accordance with the laws of England and Wales. This ensures that the parties are clear about their obligations and the legal framework governing the transaction. Overall, this document provides a comprehensive overview of the terms for a Series Seed Share funding round, making it a valuable tool for both companies seeking investment and investors looking to fund early-stage ventures. It also includes a capitalisation table in Appendix A, which provides a clear overview of the company's ownership structure after the financing. The document also includes a signature page for the company, lead investor, and other investors, ensuring that all parties acknowledge and agree to the terms outlined in the document. The document also includes various data fields and options, allowing for customization and flexibility to suit the specific needs of the transaction. This makes the document adaptable to different scenarios and ensures that it can be tailored to the unique requirements of each funding round. The document also includes helper text and explanations for various provisions, which are useful for understanding the implications of each term and making informed decisions. This enhances the clarity and usability of the document, making it accessible to a wider audience. The document also references BVCA model documents, which are widely recognized and respected in the venture capital industry, further enhancing the credibility and reliability of the terms outlined in the document. This ensures that the document is aligned with best practices and industry standards, providing a solid foundation for the investment. The document also includes provisions for anti-dilution protection, which is important for protecting investors from the dilution of their ownership in the event of a down round. This ensures that investors' interests are safeguarded and that they receive fair treatment in subsequent funding rounds. The document also outlines the conversion rights of the Seed Shares, which are important for defining the terms under which the shares can be converted into ordinary shares. This provides flexibility for investors and allows them to convert their shares at an initial conversion rate of 1, subject to proportional adjustment for share splits, dividends, or recapitalisations. The document also specifies the conditions under which the Seed Shares shall automatically convert into Ordinary Shares, such as upon a Seed Majority consenting to such conversion or upon the closing of a firmly underwritten public offering of shares in the capital of the Company, which results in gross proceeds to the Company of at least a specified amount. This ensures that the conversion process is clear and transparent, providing certainty for both the company and the investors. The document also includes options for important decisions, which require the consent of the holders of a majority of the Seed Shares or the director appointed by the Seed Majority. This ensures that investors have a say in key strategic decisions and that their interests are protected. The document also includes various options for the board of directors' composition, allowing for flexibility in structuring the board to suit the specific needs of the company and its investors. This ensures that the board is well-represented and that all stakeholders have a voice in the company's governance. The document also includes options for information and management rights, which are important for ensuring that investors have access to relevant information and that their management rights are protected. This promotes transparency and accountability, fostering a healthy relationship between the company and its investors. The document also includes options for expenses, allowing for flexibility in determining who pays for the legal and other fees and expenses in the transaction. This ensures that the parties can negotiate and agree on a fair allocation of costs. The document also includes an exclusivity provision, which is important for protecting the lead investor from being

This Term Sheet outlines the main terms for a Series Seed Financing Round, intended to be incorporated into a subsequent Investment Agreement and Shareholders' Agreement. It helps a company and potential investors agree on key conditions, such as valuation, share allocation, governance, and founder restrictions, before drafting comprehensive legal documents. The document covers investment specifics, board composition, shareholder rights, and provisions for share transfers and founder commitments, ensuring alignment between parties for an equity investment in a startup company. It also includes legally binding terms for confidentiality, exclusivity, and governing law, even though the rest of the term sheet is non-binding by default. This document is for informational purposes only and not legal advice. The information contained herein is provided only as general information which may or may not reflect the most current legal developments. This information is not provided in the course of an attorney-client relationship and nor intended to constitute legal advice or to substitute for obtaining legal advice from an attorney licensed in your region. The Term Sheet comprises the main terms to be included in the Investment Agreement and Shareholders’ Agreement and is normally used as a way for the company and potential investors to determine whether they can find common ground on main terms, before having full-length documents drafted. The content and documents on the website have been prepared for informational purposes only and are not legal advice. Transmission of the information is not intended to create, and receipt does not constitute an attorney-client relationship. Audience should not act upon this information without seeking professional counsel. The information contained herein is provided only as general information which may or may not reflect the most current legal developments. This information is not provided in the course of an attorney-client relationship and nor intended to constitute legal advice or to substitute for obtaining legal advice from an attorney licensed in your region. Term Sheet Company Name COMPANY AND FOUNDERS Company Company Name [•] Company reg no. [•] (the “Company”) Founders Founder 1 Name [•] (“Founder 1”) Founder 2 Name [•] (“Founder 2”) (each a “Founder” and collectively, the “Founders”) Founder Company Founder 1 holds his/her shares in the Company through the following personal holding company: Founder 1 Company Name [•] Company reg. no. [•] (the “Founder 1 Company”) Founder 2 holds his/her shares in the Company through the following personal holding company: Founder 2 Company Name [•] Company reg. no. [•] (the “Founder 2 Company”) (each a “Founder Company” and collectively, the “Founder Companies”) Share Capital The share capital of the Company is allocated as follows: Existing Shareholder: [•] Shares (nom. DKK): [•] Shares (%): [•] Total Shares (nom. DKK): [•] Total Shares (%): [•] INVESTMENT Pre-Money Valuation The investment in the Company (the “Investment”) is based on a pre-money valuation of the Company of DKK Pre-Money Valuation (on a fully diluted basis, which includes [•] shares that may later be subscribed for pursuant to the incentive program described below) equal to a subscription price of DKK Subscription Price per share of nominally DKK 1.00 (the “Subscription Price”). Investor Investor Name [•] Company reg. no. [•] (the “Investor”) Investment Amount DKK Investment Amount (the “Investment Amount”). Investor: Investor Name Investment Amount (DKK): Investment Amount The Investment Amount will be paid in one tranche at closing. Share Capital Following closing of the Investment, the share capital of the Company will be allocated as follows: Shareholder: [•] Shares (nom. DKK): [•] Shares (%): [•] Shareholder: [•] Shares (nom. DKK): [•] Shares (%): [•] Total Shares (nom. DKK): [•] Total Shares (%): [•] Share Classes and Distribution of Proceeds The new shares shall be preference shares (“New Shares”). In case of a sale of shares, liquidation, dividend payment, other payments from the Company to its shareholders, dissolution or winding up of the Company (each a “Liquidation Event”), the proceeds (cash, shares or other consideration) shall be distributed as follows: (i) Firstly, proceeds corresponding to the higher of (a) the subscription price paid for each of the New Shares and (b) the amount payable on each of the New Shares had the New Shares been converted into common shares immediately prior to the Liquidation Event, shall be paid on each of the New Shares; (ii) Secondly, any remaining proceeds shall be distributed pro rata among all holders of common shares (according to nominal share values). Conversion The New Shares shall be convertible at any time into common shares at the option of the holder of New Shares at a ratio of 1. Signing Deliveries At signing, the following shall be delivered in a form and substance satisfactory to the Investor: The Company shall deliver duly signed employment agreements with each of the Founders and other key employees. The Company shall deliver documentation evidencing the transfer of all relevant intellectual property rights used by the Company from the Founders (and others) to the Company. GOVERNANCE Voting Rights Each share in the Company shall carry one vote. Board The board of directors (the “Board”) shall consist of [3] to [5] board members. The board members shall be elected at the general meeting of the Company as follows: the Founders shall be entitled to nominate [•] board members for election, the Investor shall be entitled to nominate [•] board members for election. The remaining board members, if any, shall be elected by simple majority vote. Material Decisions - Shareholder Level Material decisions at shareholder level shall be subject to prior approval by Qualified Shareholder Majority. Material decisions include changes to the articles of association (except for capital increases with pro rata participation rights for all shareholders), changes to the number of board members, merger, license or sale of all or substantially all assets or other corporate reorganization or acquisition of the Company and similar material decisions. For the purpose hereof, Qualified Shareholder Majority shall mean the consent of shareholders representing more than 50 percent of the share capital, including the Investor. Material Decisions – Board Level Material decisions at board level shall require a Qualified Board Majority. Material decisions include licensing, purchase, divestment or pledge of intellectual property rights, which has a material effect on the Company’s business, entering into contracts or material commitments, which lie outside the Company’s ordinary course of business, approval of and amendments to the business plan and annual budget of the Company, entering into related party contracts and any changes in such contracts, issuance of warrants, incurrence of any material unbudgeted costs and similar material decisions. For the purpose hereof, Qualified Board Majority shall mean the consent of a majority of the board members, including the board member(s) appointed by the Investor. Incentive Program The management and the key employees of the Company (excluding the Founders) shall as part of an incentive program be offered warrants to subscribe for ordinary shares in the Company. The warrants shall in no event exceed [10] percent of the outstanding share capital (on a fully diluted basis) from time to time. This incentive program is included in the calculation of the Subscription Price. Information Rights Management shall deliver to the Investor: (i) Monthly, quarterly and yearly financial statements as soon as possible after the close of the relevant period but in no event more than 30 days after the close of the relevant period. (ii) Notice of any material adverse change or the commencement or threat of any material litigation or dispute, immediately upon the management becoming aware of such change, commencement or threat. SHARE TRANSFERS ETC. Participation in Future Financing Rounds All shareholders shall, with customary exemptions, have the right to participate in future financing rounds, based on their pro-rata ownership of shares in the Company, including the right to subscribe for any unsubscribed shares of other shareholders. Right of First Refusal Any transfer of shares shall, with customary exemptions, be subject to a right of first refusal, including a right for the shareholders to purchase any unpurchased shares of the transferring shareholders. Tag-Along Right All shareholders shall, with customary exemptions, be entitled to participate in any sale of shares in the Company in the same proportion and on the same terms and conditions as offered to a selling shareholder. If the sale of shares leads to the acquiring party holding or controlling more than 50 percent of the Company’s share capital, the other shareholders shall, however, be entitled to co-sell all shares held by them. Drag-Along Right Shareholders acting with a Qualified Shareholder Majority shall have the right to require the other shareholders in the Company to (i) sell their shares in the Company to an independent, third party on the same terms as those obtained by the shareholders acting with Qualified Shareholder Majority, provided that an offer is made for all issued and outstanding shares, or (ii) approve an offer to acquire all or substantially all of the assets of the Company with subsequent dissolution of the Company and distribution of the proceeds to the shareholders. No right of first refusal shall apply in the event of a drag-along sale. Anti-dilution The Investor shall have a broad-based weighted average anti-dilution subject to customary carve-out. FOUNDER RESTRICTIONS Founder Lock-Up Each Founder undertakes not to, directly or indirectly, sell or transfer any of his/her shares in the Company for a period of [•] months from closing. This obligation shall terminate upon an IPO. Key Man Clause A key man clause shall apply to the Founders based on the following main principles: The Founders shall be subject to a key man clause for a period of [•] months from Closing. During the term of the key man clause the Shares of a Founder shall vest as follows: (i) Vesting for the first [•] months from Closing (“Cliff Period”) shall take place in one portion upon expiry of the Cliff Period. (ii) The remaining Shares shall vest linearly on a monthly basis over the remaining part of the term of the key man clause. (iii) In the event of an Exit, all Shares shall vest. In case of a Founder leaving, the following shall apply: (i) In the event that (a) a Founder terminates his or her employment with the Company without the Company being in material breach of his or her terms of employment and such termination is not caused by the death, permanent incapacity for work or critical disease of such Founder or (b) the Company terminates a Founder's employment with the Company due to such Founder's breach of his or her terms of employment (“Bad Leaver Event”), the leaving Founder shall be obligated to offer all of his or her Shares for sale at par value (DKK 1 for each Share of nominally DKK 1) to the Company or, if so decided by the Board, to the other shareholders on a pro rata basis. (ii) In the event that a Founder terminates his/her employment with the Company without the Company being in material breach of his/her terms of employment and such termination is not cause by the death, permanent incapacity for work or illness of such Founder or any of his/her spouse or children (“No Cause Leaver Event”), the leaving Founder shall upon request from the Board be obligated to offer all of his/her unvested shares for sale at par value and his/her vested shares at Fair Market Value to the Company or to the other shareholders on a pro rata basis. (iii) In the event that a Founder leaves the Company for other reasons than a Bad Leaver Event or a No Cause Leaver Event (“Good Leaver Event”), the leaving Founder shall be obligated to offer his/her unvested shares for sale at par value to the Company or to the other shareholders on a pro rata basis. For the avoidance of doubt, the leaving founder shall be entitled to keep vested shares in a Good Leaver Event. Founder Restrictions Each Founder shall be subject to non-competition and non-solicitation (customers and suppliers) clauses for as long as such Founder holds shares in the Company and for a period of [•] months thereafter. Breach of a non-competition or non-solicitation clause shall be subject to a customary contractual penalty to be determined and included in the investment documentation. WARRANTIES AND INDEMNIFICATION Warranties Each of the Founder Companies and the Company (the “Providers”) shall provide customary warranties as per signing and closing to the Investor concerning the Company. The Investor’s right to make a claim for breach of a warranty shall expire [•] months after closing, except for liability with respect to (a) a Founder’s/Founder Company’s title to shares in the Company, which shall be unlimited in time, and (b) taxes, which shall expire [•] months after the end of the applicable statutory limitation period. Indemnification The Providers shall indemnify the Investor for any loss suffered by the Investor relating to a breach of the warranties. Any claim for breach of a warranty shall first be directed against the Company and only if and to the extent that the Company does not honour a claim, the claim may be directed against the Founder Companies. Except for cases of gross negligence, fraud or wilful misconduct (i) the aggregate liability of the Company towards the Investor cannot exceed [•] percent of the amount invested by the Investor and (ii) the aggregate liability of a Founder Company towards the Investor cannot exceed DKK [•]. Claims will be subject to customary de minimis and basket provisions. LEGALLY BINDING TERMS Validity This term sheet is solely an expression of the parties’ intentions and shall not constitute any legally binding obligations for the parties with exception of the provisions below regarding confidentiality, exclusivity and governing law and venue. Confidentiality Except as already disclosed or as required by applicable law, none of the parties hereto shall make any public disclosure or announcement concerning the fact that discussions are taking place or concerning the existence of this term sheet, its contents or the status of the negotiations between the parties without obtaining the prior written consent of the other parties. Exclusivity The Company and the Founders agree to an exclusivity period of [•] weeks from the signing of this term sheet, during which the Company and the Founders undertake not to solicit, encourage and/or otherwise work actively with any third party or to initiate or proceed with any sale of shares or investments of any kind whether by way of issuing shares or other securities in the Company or by way of raising of loan capital (except in the ordinary course of business). Law and venue The laws of Denmark shall govern this term sheet and all other documents and agreements to be concluded with respect to the Investment, and disputes that cannot be settled amicably shall be finally settled by simplified arbitration in accordance with the Rules of Procedure of the Danish Institute of Arbitration. Separate signature page follows Signature page for term sheet – Series Seed Financing Round - [•] Date: _____________ The Company [•]: ___________________ ___________________ The Founders [•]: ___________________ ___________________ The Founder Companies [•]: ___________________ ___________________ The Investor [•]: ___________________ ___________________ {

The Seedsummit Term Sheet for a Series Seed Financing outlines the key economic, governance, and legal terms for an early-stage equity investment in a company. It provides a non-binding framework for negotiation between founders and investors, defining essential deal terms such as valuation, investor rights, founder vesting, and board structure before drafting final legal agreements.

The Seedsummit Investment Term Sheet template outlines the key commercial terms for a proposed equity investment between a Portuguese company and its investors, covering valuation, share classes, liquidation preferences, governance rights, and founder obligations. It is useful as a non-binding framework to align founders and investors on principal deal terms before drafting definitive legal agreements such as a subscription and shareholders’ agreement.

This Vehicle Lease Agreement outlines the terms and conditions for leasing a vehicle from a Lessor to a Lessee. It details the vehicle's features, payment structure, insurance requirements, and responsibilities of both parties. The agreement also covers provisions for early termination and the return of the vehicle.