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==ASA Key Terms<ref name=":1" />== This investment round is being raised by way of a convertible equity investment structure, in this case an "Advanced Subscription Agreement". All investors in the round are entering into Advanced Subscription Agreements on the same terms. The key terms that apply to Seedrs’ Advanced Subscription Agreement (the "ASA") are set out below. This convertible differs in a few key ways from Seedrs' standard convertible instrument. Conversion of the ASA: Conversion of the ASA is triggered by certain scenarios occurring ("Trigger Events"), as follows: #Financing Round: An equity raise raising at least £6m, or lower if agreed by the majority of the ASA holders. #IPO: The listing of the Company’s shares on a recognised stock market or investment exchange. #Sale: The sale of all or substantially all the assets of the Company or a number of shares that amounts to a ‘controlling interest’ in the Company (unless as part of a restructure). #Longstop Date: Where no other Trigger Event occurs first, the ASA will convert at the date of 30 September 2023. #Insolvency: Where the Company undergoes any other liquidation, dissolution or winding-up, whether voluntary or involuntary, resulting in a distribution of capital to shareholders. Conversion Price: On the occurrence of a Trigger Event, the investment will convert into shares at share price calculated as being the lower of the following: *£36m divided by the fully diluted equity of the Company immediately prior to or on the date of the Trigger Event in question; or *The price of any shares issued or sold as part of any Trigger Event, reduced by 15%. * The calculation of fully diluted share capital assumes a share option pool of at least 15% and conversion or exercise of options, warrants, convertible instruments or exercisable securties that have been issued by the Company. Conversion Share Class: On the occurrence of a Trigger Event, the investment will convert into shares of a class that depends on the Trigger Event in question (see the rights of the various share classes in issue below). Again these differ from Seedrs’ standard terms, so please review these carefully: #On a Financing Round: the most senior class of shares issued as part of that round, provided that such class will have a 1x non-participating liquidation preference based on the ASA conversion price (ie. Series A Shares, Seed Preferred Shares, A Ordinary Shares or any new share class created for the purposes of the Financing Round) #On a Sale, the Longstop Date passing or Insolvency, the most senior class of shares in the Company at that time (presently Series A Shares) provided that such class will have a 1x non-participating liquidation preference based on the ASA conversion price; or #On an IPO, Ordinary shares (at which point all shares in the Company shall also convert into Ordinary shares, as below).
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