Dear XXX. So, here we go:

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1 Dear XXX Following our discussions, Accelerated Digital Ventures Limited ( we or ADV ) is pleased to detail below the terms under which we d like to invest in XXX ( you or the Company ). Should we reach agreement, we ll move into a detailed legal process so we want to lay out our position in advance on the main areas likely to come up. As such this letter is not legally binding, other than where we say so expressly below. So, here we go: Offer and valuations Subject to contract, we re delighted to offer you an investment of XXX for X% of your company as part of a total round of YYY. Our % holding is after taking into account full dilution as a result of both existing share options and new options that will be created as part of this round. We ve included at Appendix 1 our view of how the cap table would look after the transaction. This values you at XXX pre-new money and at YYY post-money. We re keen to proceed swiftly so we re setting an expiry date of XXX for acceptance of this offer (the expiry date is binding, but we may extend it at our discretion) and we re attaching a timetable at Appendix 2 which sets out the steps and timings for all parties in the transaction (i.e. ourselves, you, the other investors, and your advisors) so that we re all clear on the path required to complete the investment round after acceptance of our offer. We re seeking to get everything finalised by XXXXX. Shares and share options We propose our shares will be ordinary shares like yours, and we d expect that if you issue more shares in the future, all shareholders would be entitled (but not obliged) to subscribe for additional shares to maintain their percentage holding (or so called pre-emption rights ). We d also expect shareholders to have first right of refusal in respect of any proposed share transfers (except for certain permitted transfers e.g. to a family member). ADV provides patient capital. So, we don t expect to have the right to force a sale of the Company. However we require the Company s articles to provide that should a majority of shareholders (including ADV) wish to sell the Company, that minority shareholders can be required to sell their shares to an acquirer. We want you and your employees (now and in the future) to be properly rewarded for the contribution you each make to the growth of the Company so we d expect there to be an option scheme in place for this purpose that amounts to X% of the shares after completion of 1

2 this round (we ve included this in the cap table at Appendix 1). Our rights as investors and shareholders As shareholders, we require you to request our consent for certain decisions. These are detailed at Appendix 3 (they include things like paying dividends or selling the company). We ve designed these requirements so that they strike a fair balance between maintaining the operational freedom of the board, whilst providing ADV with reasonable minority shareholder protections. We also want the opportunity to keep an eye on how your business is developing so: We d like the option to appoint a Non Executive Director to join your board and also to appoint an Observer (someone who can attend but not vote at board meetings) We ll expect to receive regular financial information in an agreed format and also to have access to your senior team for occasional updates. We may not take up our right to appoint a Non Executive Director, but if we do it will be in consultation with you, and you ll be responsible for any fees payable to him/her (which you ll need to agree directly with our NED). Commitments from you and your team We ll expect certain commitments from you and your senior management team in return for investing in your company. These include: Committing to run the Company in an appropriate manner. Agreeing not to compete directly with the Company for a period of 12 months if you leave (including not trying to hire or hiring employees away from the Company). Depending on your current founder employment contracts, we may require you to sign new, more robust employment contracts. Confirming that the information you have given us or will give us about the Company and about yourselves is reliable, true and doesn t hide material issues from us (so called Warranties ). If we re investing from ADV s Enterprise Capital Fund, these Warranties will need to cover some specific matters to ensure we re compliant with the rules covering ECF (for example, regarding the specific nature of your business as there are certain activities this funding can t be used for). Agreeing that your founder shares are subject to vesting over the four year period from ADV s investment. 25% of each founder s shares will vest annually after completion. If a founder ceases to be employed by the Company during the four year vesting period then their vested shares will (at the discretion of the board with ADV consent) either be retained by the founder, or offered for sale to other shareholders at their fair value. 2

3 Accepting that there will be certain good and bad leaver provisions in the legal agreements, which will determine what happens to your shares in the event of your leaving. How you will use the new money invested The new investment will be used for. Other terms including some legal conditions We re adding some legally binding conditions to these terms, namely: This offer is conditional on agreeing the terms set out in this letter and full completion of all the required legal documentation. We ve got some additional checking and analysis ( due diligence ) to complete, with your help (including, if relevant, compliance with the rules governing Enterprise Capital Funds). If we find there are differences between what you told us or what we were given to understand, we reserve the right to amend or withdraw our offer. We may need final sign-off from our Investment Committee. [insert any deal specific conditions precedent, e.g. confirmation of new hires/other funding etc.] We expect you to keep the terms of this offer confidential unless you specifically get our permission to share with third parties (although we are happy for you to share this offer with your advisors). Once we finalise terms, we ask that you give us (and any co-investors) a period of exclusivity (x weeks) to complete the investment - this helps both sides avoid unnecessary effort and costs. We ask that the Company pay our legal fees at completion of the investment, or if the Company (due to no fault of ADV) decides to walk away, having previously accepted the terms. We won t charge you arrangement or monitoring fees for making our investment. To keep our respective legal costs to a minimum, we have a set of standard legal agreements which we believe are fit for purpose and founder-friendly. We ask that your lawyers iterate these documents a maximum of two times. Please note we won t accept material changes to these documents. You acknowledge that you have not relied on any representation or warranty from us or entered into any other agreement with us in connection with the provision of funding. This offer is made under English law, subject to the courts of England and Wales. This offer should not be taken as a recommendation from anyone at ADV to accept these terms. We recommend you take appropriate external advice. 3

4 We re excited about what you are doing at XX Limited and would very much like to play a role in your future development. Please consider these terms carefully and call us to discuss them if you wish. Once you are happy to proceed, please sign (via Docusign), we will countersign, and then we can get things moving. Kind regards Signed on behalf of Accelerated Digital Ventures Limited Print Name: Date: Signed in acceptance on behalf of (INSERT NAME OF COMPANY) Print Name: Date: Signed in acceptance by (FOUNDER / KEY SHAREHOLDER Print Name: Date: 4

5 Appendix 1 : Share Capital Table Current Capitalisation Shareholder Share Class Share Capital Share % Option Pool Employee Option Pool Employee Option Holder Share Class Share Capital Share % Option Pool 5

6 Founder/Director/Shareholder Debt Debtor and Type of Debt Amount Interest Total Amount Role (Secured/Unsecured) Loaned Rate Outstanding on Loan Post-Investment Capitalisation Shareholder Share Share Capital Share % Options Share % Class (undiluted) (diluted) ADV 6

7 Appendix 2: Timetable This is our target timetable for a [Seed]/[Venture] stage deal. A number of factors can delay the process although with the support of all parties, we may even be able to get through it quicker than stated below. The key factor, once terms are agreed, is for all parties to be responsive given there is a good amount of detail to work through. The intent of the legal process, as explained in our Shareholder Agreement user notes, is to protect all parties in what we hope will be a productive and profitable relationship. Week 1 Agreement of term sheet including outline timetable to completion Set up of weekly call to monitor progress ADV provides Due Diligence questionnaire for Company and advisors to complete Week 2 ADV provide marked up versions of standard legal documents (Shareholders Agreement and Articles of Association) to reflect agreed term sheet ADV complete Anti Money Laundering checks ADV and Investee Company discuss board representation Company returns completed Due Diligence questionnaire no later than 3 weeks Week 3 from agreement of term sheet Week 4 Target completion of legal documentation and release of funding (first draft - 6 disclosure letter (if any) to be provided at least 2 weeks prior to targeted completion) 7

8 Appendix 3: Important Decisions You ll need ADV's prior approval to certain actions including, but not limited to, the following: 1. Varying the rights attaching to any shares in the capital of the Company or altering the Company's share capital; 2. Creating, allotting, issuing, buying-in or redeeming any share or loan capital or granting or agreeing to grant any options or warrants for the issue of any share or loan capital or issuing any securities convertible into shares, or establishing any employee incentive scheme (unless in accordance with the Company s articles as agreed with ADV or ADV s investment agreement); 3. Amending the Company's articles of association; 4. Proposing or paying any dividend or proposing or making any other distribution (as defined under section 1000 or section 1064 of the CTA 2010). 5. Making any material change to the nature of the Company s business or the jurisdiction where it is managed and controlled or changing the name of the Company. 6. Negotiating or permitting the disposal of any shares in the Company; 7. Proposing to or permitting the Company to undertake any acts which would amount to an exit or change of control of the Company; 8. Permitting the Company to cease, or proposing to cease, to carry on its business or permitting the Company or its directors (or any one of them) to take any step to wind up the Company (except where it is insolvent or unable to pay its debts as they fall due); 9. Permitting the Company or its directors (or any one of them) to take any step to place the Company into any form of liquidation, receivership, administrative receivership, administration, arrangement or scheme with creditors, moratorium, stay or limitation of creditors' rights, interim or provisional supervision by the court or by persons appointed by the court being commenced or otherwise in place or under way in relation to it, whether in or out of court; or 10. Dealing in any way (including the acquisition or disposal (by sale, licence or otherwise)) with intellectual property in a manner contrary to the ordinary course of business of the Company. 11. Engaging any employee or consultant on terms that either their contract cannot be terminated by 3 months' notice or less, or their emoluments and/or commissions or bonuses are or are likely to be at the rate of [25,000] per annum or more, or increasing the emoluments and/or commissions or bonuses of any employee or consultant to more than [25,000] per annum, or varying the terms of employment of any employee earning (or so that after such variation he/she will, or is likely to earn) more than 25,000 per annum. 12. Varying or making any binding decisions on the terms of employment and service of any founder, director or company secretary of the Company, increasing or varying the salary or other benefits of any such founder or officer, or appointing or dismissing any such founder or officer. 8