Your termsheet

Company: ​The Company (the “​Company​”) Forward Partners: ​Forward Partners II LP (the “​Investor​” or “​FP​”) Founder (s): ​[​Your Name​] (the “​Founder​”) Completion: ​As soon as possible — we’d like to return to the business of your business. The Investment: ​FP will subscribe for [​a number​] Ordinary Shares in the Company at a share price of [​pennies or pounds​], representing [​a percentage​] of the Company’s fully diluted share capital for an aggregate of [​pounds​] (the “​Investment​”). The cap table of the Company on Completion of the Investment will look as follows: (a picture of the cap table)

*****this isn’t a baked in structure. We can do staged investments aligned with our thinking of how best to build businesses: ​validate an idea, build a valued product, scale a valuable business​. However each deal is tailored to each opportunity. We like to take ordinary shares as this ensures alignment with our founders. In terms of scale of investment, at pre-seed we typically invest anywhere from £300k to £500k.***** Services: ​We invest far more than cash. From the year following completion our offer includes: - Free desk space for up to six people in the FP office; - Free support from the investment team, Head of Talent and Head of PR; - Access to the services provided by Forward Partners start-up team members at their heavily subsidised day rates; In the event that we decide not to make Further Investments, the Services will be made available for two months following that decision.

*****depending on how heavily founders use the team, the value of these services often amount to the same quantum as the investment again***** ESOP: ​It is important that The Company can incentivise employees to join the business and can retain key members of staff. The Employee Share Option Pool (ESOP) is a crucial part of this. [​a number​] shares will be created representing [​a percentage​] of the Company’s fully diluted share capital following the Investment. *****the percentage value of the ESOP varies greatly. For those solo founders who’ll need to do a lot of hiring at the C-level (and in general), ESOPs tend to be up around 20%. For those pre-seed teams with more skills / less requisite hiring, this can be significantly lower***** Board of Directors:

· [​Your Name​], so long as he is employed by the Company and he owns at least X% of the company’s share capital on a fully diluted basis (the “​Founder Director​”). · FP will have the right to appoint one member to the Board so long as Forward Partners owns at least X% of the Company’s share capital on a fully diluted basis (the “​Investor Director​”) In the event of an equal vote the Founder Director shall have a casting vote. *****this is an example board structure. If there is more than one founder then they’ll be entitled to a board seat too. At pre-seed though, we don’t really “do” boards. We don’t think that preparing board packs or sitting in officious meetings is a particularly good use of time when you’re getting a business off the ground. Founders do have optional weekly catchups with the partners though. The threshold of a board seat is typically set around 10%***** Important Decisions: ​FP’s or the Investor Director’s consent will be required for some key decisions

Pre-emption: ​All shareholders will have a pro rata right, but not an obligation, based upon their ownership % of issued shares, to participate in subsequent financings of the Company. Any shares not subscribed for may be allocated among the other shareholders. *****​You can find a useful glossary on key terms ​here​***** Right of First Refusal: ​All shareholders will have a pro-rata right of first refusal to purchase any shares proposed to be transferred. Tag-Along: ​All shareholders will have a pro rata right, but not an obligation, based upon their ownership % of issued shares, to participate as transferee on identical terms in proposed transfers of any shares. Drag-Along: ​In the event that the holders of a majority of the issued share capital including Forward Partners wish to accept an offer to sell all of their shares to a third party, then all other shareholders shall be required to sell their shares.

Exceptions to RoFR & Tag Along rights: ​These rights will not apply to any transfer or issue of shares by the Company if 75% or more of the shareholders of the Company vote to waive the rights. Information Rights: ​The Company shall produce and supply the Investor with an annual budget, monthly management accounts and a board pack for each board meeting. As this is an early stage deal, we usually do not have formal ‘boards’ — we feel as though time is better spent on the business rather than creating board packs. You’ll be discussing the business in weekly catch-ups with the partners. Employment Agreements: ​The Founder(s) will enter into market standard Employment Agreements with the Company. The agreements will be reviewed by and agreed with FP prior to investment. Founder Shares: ​We’re on a long journey and you’re a huge part of why we’re so keen to get on board. We’d like you to be incentivised and aligned with us for the long term. The Ordinary

Shares in the Company held by the Founder at Closing (the “​Founder Shares​”) will be subject to reverse vesting provisions over a four year period, commencing from the Date of Completion of the Investment (the “​Commencement Date​”). X% will vest on the Commencement Date, Y% will vest on the first anniversary of the Commencement Date and Z% will vest in 36 equal monthly instalments after such first anniversary. *****We find 4 year vesting is appropriate for companies at or near their inception. This isn’t back-weighted though. Halfway through the period founders will have more than half their shares. If founder(s) has completed a great deal of work and their business is a little further along the vesting schedule will be more generous than if that isn’t the case. Good Leaver /Bad Leaver /Intermediate Leaver: ​All investors have terms which they’re particularly keen on. We are very strong on encouraging good behaviours. Upon termination of a Founder’s Employment Agreement with the Company by reason of being:

a) a “​Good Leaver​”, the Founder shall have the right to retain all of the Founder Shares. b) an “​Intermediate Leaver​”, the Founder shall have the right to retain all of the vested Founder Shares. c) a “​Bad Leaver​”, all Founder Shares will be converted into Deferred Shares if the Founder’s Employment Agreement is terminated prior to the fourth anniversary of the Commencement Date. if the Founder’s Employment Agreement is terminated on or after the fourth anniversary of the Commencement Date 50% of the Founder Shares will be converted into Deferred Shares. In (a) and (b) above any unvested Founder Shares will be converted into Deferred Shares. The Board may, in exceptional circumstances and with the approval of FP, elect to allow the vesting of some or all unvested Founder Shares to be accelerated on the termination of the Founder’s Employment Agreement with the Company, in which

case the accelerated Founder Shares will be treated in all respects as if they were vested. In the event that there is a sale of a controlling interest in the Company or an IPO of the Company prior to the fourth anniversary of the Commencement Date and the Founder’s Employment Agreement is terminated within 12 months following the sale or IPO by reason of the Founder being a Good Leaver the vesting of all then unvested Founder Shares (or any equity securities of the acquirer or cash consideration issued or paid to the Founder for the sale of the unvested Founder Shares and agreed to be subject to the vesting schedule) shall be accelerated and all Founder Shares will be treated in all respects as if they were vested. Deferred Shares will have no rights to vote or participate in dividends or distributions other than a distribution on a liquidity event of £1 for the entire class of Deferred Shares. Deferred Shares may be transferred to the nominee of the Company at any time on the direction of the Company.

“​Bad Leaver​” means termination of the Employment Agreement by the Company for Cause. “​Cause​” means: a) the Founder’s gross misconduct or a material breach of the terms of his Employment Agreement or any other agreement with the Company, including any material breach of obligations to the Company concerning confidentiality or intellectual property or non-compliance with non-compete obligations applicable during the term of the Employment Agreement, if such acts cause harm to the company or its reputation; b) fraud, acts of dishonesty or any acts that cause damage to or materially discredit the Company or its reputation; c) being convicted of, or entering a plea of no contest to, an indictable offence (other than a road traffic offence). “​Intermediate Leaver​” means the Founder’s voluntary termination of the Employment Agreement (save in

circumstances amounting to constructive termination by the Company) “​Good Leaver​” means any termination of the Employment Agreement where the Founder is not a Bad Leaver or an Intermediate Leaver. Reps And Warranties: ​Post-terms and alongside legals we will ask you to fill in some short questionnaires about you and your business. The Company shall warrant to the Investor that, the information provided in the Founder and Company questionnaires are true, accurate and not misleading. The Company’s liability in this respect will be limited to the amount invested by the investor. Expenses: ​Each party shall pay their own legal fees and other transaction expenses. *****as a bit of advice for founders out there: agree a cap with your lawyer and do some shopping around beforehand.*****

Exclusivity: ​The Company agrees to work speedily towards a completion. Neither the Company, the Founder nor any of its employees or shareholders, shall solicit, encourage, negotiate with, or offer, or sell any of its securities or any substantial part of the assets of the Company to any entity other than Forward Partners and other parties approved by Forward Partners for a period of 30 days from the date of execution of this Term Sheet. Confidentiality: ​Forward Partners, the Company and the Founder agree to treat this term sheet confidentially and will not distribute or disclose its existence or contents outside the Company without the consent of Forward Partners, except as required to its professional advisors. Non-binding Effect: ​This Summary of Terms is not intended to be legally binding, with the exception of this paragraph and the paragraphs entitled Expenses, Exclusivity and Confidentiality, which are binding upon the parties hereto and shall be governed and construed in accordance with the laws of England and Wales.

Due Diligence: ​This offer for investment is subject to legal, financial, management and other due diligence. *****​we also encourage founders to sign up to the ​Founder’s Pledge of charitable giving on exit though don’t insist on it​*****

Acknowledged and Agreed this _______ day of ______________ 2018:

Your Name _____________________

Forward Partners 2 LP _____________________