Future Equity Agreement (ADGM)

Definitions

"Priced Round" means the Company's first issue of new shares for cash after the date of this Agreement at an agreed company valuation, in one or more connected transactions, in which not less than the Priced Round Minimum is subscribed in cash by investors unconnected with the Investor, disregarding any amount converted from a Convertible Instrument.

"Round Shares" means the class of shares issued for cash to the investors in the Priced Round, and "Round Price" means the lowest cash price paid for a Round Share.

"Convertible Instrument" means this Agreement and any other instrument by which the Company has granted a right to receive shares on a future event on conversion terms, whether it is repayable or not.

"Exit Event" means a sale or other disposal of shares that gives a person (or persons acting in concert) more than half of the voting rights in the Company, a sale of the whole or substantially the whole of its business or assets, or the admission of its shares to trading on a stock exchange, including by direct listing.

"Insolvent Event" means the winding up of the Company, the appointment of an administrator, liquidator or receiver, or a composition with creditors, under the insolvency law applying in ADGM.

"Regulations" means the ADGM Companies Regulations 2020, "Registrar" means the Registrar of Companies of ADGM, and "Articles" means the Company's articles of association as in force from time to time.

"Capital Base" is the total number of shares that would be in issue immediately before the Priced Round if every option and similar right (granted or promised) were exercised, every Convertible Instrument including this Agreement were converted, and the shares reserved but not yet awarded under any employee plan were issued, counting each share once; an increase of that reserve made for the Priced Round counts only up to the awards already promised.

Payment of the Subscription Sum

The Investor must pay the Subscription Sum, in cleared funds, into the Company's account within 7 days of the date of this Agreement. The Company holds it as an advance towards shares to be issued under this Agreement.

The Subscription Sum is not a loan. It bears no interest and has no repayment date, and the Company has no duty to return it except as the Insolvent Event provision, or the back-stop provision if included, says. The Investor does not become the Company's creditor merely by paying it.

English Common Law

ADGM applies English common law and equity as part of its legal system, so rights and remedies under this Agreement, including equitable remedies and the rules on penalties and relief against forfeiture, are interpreted in that light. The parties intend the amounts in this Agreement to be commercial pricing terms and not a penalty. Nothing in this Agreement is an exclusion of liability that English law would not allow.

Issue of Shares

When shares fall to be issued under this Agreement, the Company must issue them to the Investor as fully paid shares in accordance with the Regulations and the Articles. Before the issue, the Company must obtain whatever approval the Regulations or the Articles require from its directors and members, must deal with any pre-emption entitlement of existing members by a waiver or disapplication, must record the Investor in its register of members, and must make the filings with the Registrar that the Regulations require after a share issue within the time they allow. No share may be issued below any minimum issue price that the law requires for it.

Conversion in a Priced Round

If a Priced Round completes while this Agreement is in force, the Subscription Sum is converted automatically when it completes into the number of Round Shares given by dividing the Subscription Sum by the Conversion Price (rounded down, with cash for the fraction). The Investor must sign the same subscription and member documents as the cash investors, subject to the usual protection for a convertible holder: it gives warranties only about its own capacity and title and has no indemnity liability to others.

Conversion Price

The "Conversion Price" is the Pricing Cap divided by the Capital Base, with no Round Discount.

Exit Event

On an Exit Event while this Agreement is in force, the Company must pay the Investor, out of the proceeds and not later than completion, the greater of the Subscription Sum and the value, on the same terms as for ordinary shareholders, of the number of ordinary shares equal to the Subscription Sum divided by the Pricing Cap and multiplied by the Capital Base at that date. The Investor may elect instead to be issued ordinary shares at that figure immediately before completion.

Insolvent Event

On an Insolvent Event while this Agreement is in force, the Investor is entitled to be paid the Subscription Sum from surplus assets, after creditors have been paid in full and before any distribution to members, level with the holders of other Convertible Instruments, who share pro rata if the surplus is short. To the extent that the insolvency law of ADGM does not allow this ranking, the Investor has the rights that law gives.

Back-Stop Date

This Agreement has no fixed end date. It continues until it ends under the Ending provision, and the Investor has no right to repayment or conversion merely because time has passed.

Reorganisation

If the Company reorganises its group before this Agreement ends, so that another company becomes its parent or successor (including a move from one jurisdiction to another), the Investor's rights apply to shares in the parent or successor, on terms that leave the Investor in no worse position, and the Company must procure that the new company takes over this Agreement by a deed of adherence.

Before the Shares are Issued

Until shares are issued to it, the Investor is not a member of the Company and has no right to vote, to be given notice of or attend meetings of members, to receive dividends, or to inspect the register of members.

Participation Right

The Investor may subscribe for up to its pro rata share of the shares offered in the Priced Round on the same terms as the other investors. Its pro rata share is the number of shares it receives on conversion divided by the Capital Base. It must accept within 10 days of the Company's notice, and the right ends when the Priced Round completes.

Information

While this Agreement is in force, the Company must send the Investor its annual accounts within 6 months of each year end and give prompt notice of any intended Priced Round, Exit Event or Insolvent Event. The Investor must keep what it receives confidential.

Better Terms

If, before the Priced Round completes, the Company grants another Convertible Instrument with a lower cap, a higher discount or other terms better for its holder, it must tell the Investor promptly, and the Investor may within 15 days adopt those terms in place of the corresponding terms here, as a package.

Assurances

The Company assures the Investor, as at the date of this Agreement, that: it is incorporated, validly existing and in good standing on the register of the Registrar and holds any ADGM licence its business needs; it has capacity and has taken every step needed to enter into this Agreement and it is binding on it; performing it does not breach the Articles, the law or a material contract; and its shares and options are as shown in the register of members and capitalisation table given to the Investor.

The Investor assures the Company that it has capacity and authority to enter into this Agreement; that it invests for its own account and not for resale; that it is a person to whom the Company may lawfully offer this investment, such as a professional client or a person within an exemption from the financial services regime, and will evidence that on request; that it has had the chance to ask questions; and that it understands the investment is illiquid and may be lost entirely.

Regulatory Matters

The parties acknowledge that financial services carried on in or from ADGM are regulated by the Financial Services Regulatory Authority, and that offering shares or arranging or advising on an investment may be a regulated activity or subject to restrictions on promotions. The Company confirms that it has not promoted this Agreement to the public and is relying on an available exemption or on the offer falling outside the restriction. Each party must take its own advice on the regime.

Transfer

The Investor may not assign, transfer or hold on trust any right under this Agreement without the Company's written consent, which the Company must not unreasonably withhold for a transfer to a group member or to the Investor's estate; the transferee must first sign a deed of adherence and pass the Company's identity checks.

Amendment

Any term of this Agreement may be amended or waived in writing by the Company with either the Investor or the holders of a majority of the sums subscribed under all agreements on the same cap and discount, but the Subscription Sum cannot be changed this way, each holder must be asked, and all must be treated alike.

Ending

This Agreement ends when shares are issued to the Investor on conversion, or when the sum due on an Exit Event or Insolvent Event is paid or set aside for payment, whichever is first. Ending it does not affect rights that arose earlier.

Notices

A notice must be in writing and delivered by hand or courier, or emailed, to the Company at [TO BE CONFIRMED — Company notice address and email] or the Investor at [TO BE CONFIRMED — Investor notice address and email]. It is received on delivery, or on sending if emailed on a working day in Abu Dhabi before 5.00 pm, and otherwise on the next such day.

Formalities

This Agreement is written in English. It may be signed in counterparts and by electronic signature, and it contains the whole agreement on its subject. A provision held invalid is severed. A person who is not a party has no right to enforce it.

Governing Law and Disputes

This Agreement, and any dispute or claim arising from it, is governed by the laws of ADGM, including English common law and equity as applied there. The ADGM Courts have exclusive jurisdiction over any such dispute.