The Advance Subscription Agreement (ASA) allows a company to secure investment without setting a current valuation. In this agreement, an investor agrees to provide funds now in exchange for company equity, which will be issued in the future. The ASA typically converts into equity at the company's next funding round based on that round's valuation, or it may convert if the company sells, or if a certain date passes. It is not a loan, does not accrue interest, and does not require repayment. The document outlines the rights and obligations of the subscriber (investor) and the company, including major investor rights, warranties, and general terms, and is governed by English law. The ASA can be adapted for multiple investors, but must be carefully tailored, especially when involving SEIS/EIS investors. Legal or tax advice is recommended for compliance with SEIS/EIS rules.

The Advance Subscription Agreement (ASA) serves as an investment vehicle where an investor commits to funding a company in exchange for future equity issuance. Unlike traditional loans, ASAs do not require repayment or accrue interest. Instead, they convert into equity during the next priced financing round at the current company valuation, or earlier if certain events occur, such as a sale of the company. Legal and tax compliance, especially concerning SEIS/EIS regulations, is advised. The document outlines the agreed terms for subscription shares, major investor rights, warranties provided by parties, and other relevant procedural details necessary for implementing the investment agreement.