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.

This document is a Letter of Intent outlining preliminary terms and conditions between two parties regarding a proposed action. It is used to express the intent to negotiate a final agreement in good faith while noting that it is not legally binding except for aspects related to non-disclosure.