ACME Labs Zrt! Pauler utca 12, IV/1! H-1013 Budapest! Hungary! DRAFT!

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1 ACME Labs Zrt Pauler utca 12, IV/1 H-1013 Budapest Hungary DRAFT [Date] [Prefix] [First Name] [Surname] [Title] [Company] [Address] [Postal Code] [City] [Country] Simple Term Sheet for [Company] Dear [First Name] It is our pleasure to extend the following investment offer in your company, [Company], an [Country] private limited company [in formation]. Structure of Financing We are making you an offer of an EUR [Amount] ([Number]) thousand investment as your seed round. This investment will be for [Percentage] ([Number]) percent of the ownership in your Company. Your Company will issue to us the same type of common shares that you already have. This investment will be phased and tied to reasonable, mutually agreed milestones, and subject to Gazella program requirements (/gazella). Option Pool Our offer assumes that you have already or will set up an employee stock option pool before our money goes in, so that our ownership is "fully-diluted" after accounting for that option pool. We think you will need at least a ten (10) percent option pool after the investment round in order to hire some key management team members and senior people. To make this really clear, see Appendix A to see how this looks with actual shareholding and ownership percentages after the investment. Conditions to Close Before we sign the paperwork and you receive money, we have to do some basic due diligence on the company and also on you, the founder(s). This includes anti-money laundering checks, having you complete a Founder s Questionnaire, and the receipt of Gazella program approval for your application. We also want to see that all of the company's relevant employees and freelancers have signed employment or similar contracts which make it clear that the company owns all of the intellectual property that has been created for the business you are building. At the same time, if you have not already done so, you should also do a bit of due diligence on us. For example, speak to some of our existing founders and get a feel for what they think of us. We would be glad to make introductions, if it helps. 1 of 7

2 ACME Labs Zrt Pauler utca 12, IV/1 H-1013 Budapest Hungary Estimated Closing Date We will use our standard legal agreements, based on the British Private Equity and Venture Capital Association's open standards, which you should review preferably with a lawyer to help (and again, maybe also speak to a couple of founders who will have seen and agreed to the same documents). We hope that we can wrap this all up and finish the investment round with signed paperwork and money in your account no later than eight (8) weeks from the date everyone has signed this term sheet. Documentation and Warranties It is worth mentioning that our standard investment documents will include some representations and warranties. These are assurances that you give to us that the business we are investing in is what you say it is. Normally, investors have the right to financial claims against the founders if they have misrepresented the business, but we limit our right to claim so that it is only against the company, not the founders, and the amount cannot be more than the amount we are investing. Liquidation Preference We are not asking for any complex preference, but we do ask for a so-called simple 1x liquidation preference. This means that if the company is sold, we will get the higher of either the amount of our investment or our ownership percentage of the sale value. In the worst case, if the company is wound down with very little left, then anything left would be distributed to us as the investor. Important Decisions We are here to support you, not to interfere in your day-to-day business operations, but we do have a list of decisions that we believe should be approved by a majority of the investors. This includes issuing new shares, raising new finance, selling the business, etc. You can see the full list in Appendix B. Pre-emption Rights We think all shareholders, including the founders, should have the right to invest in future financing rounds to avoid being diluted. This does not mean shareholders have to put more money in, but if they want to and are able to, they have that right to maintain their ownership in any future funding round. Right of First Refusal and Co-Sale If any shareholder wants to sell their shares to someone else, we and the other shareholders have the option to buy those shares on the same terms or to sell our own shares, again on the same terms. Drag-Along If shareholders, which of course includes you, owning more than fifty (50) percent of the shares in the company want to sell their shares (typically to accept an acquisition offer) then, as long as the board and a majority of the investors approve it, all other shareholders must also sell their shares. This protects all shareholders from, say, one small, stubborn shareholder refusing to sell their shares in an acquisition offer and blocking a deal everyone else wants to see happen. 2 of 7

3 ACME Labs Zrt Pauler utca 12, IV/1 H-1013 Budapest Hungary Restrictive Covenants We do not want either you or your people to start a competitive business or to leave and take team members with you to another business, even if it is not competitive. That is not why we are investing in your company. These restrictions apply for as long as you either are employed by the company or hold at least ten (10) percent of the equity, and for one (1) year thereafter. Founder Shares Even after our investment, the founders will normally own the majority of the shares in the company. However, our nightmare scenario is that we invest and then the day after you skip off to Timbuktu and we are stuck as shareholders. It may sound far-fetched, but it happens. We are fundamentally investing in you and your co-founders for the long haul and we expect you to have the same view. Making your shares subject to reverse vesting protects us and your co-founders if one of you changes your mind. Your shares will be earned monthly over three (3) years, meaning for example, that if you give up on the team after twelve (12) months, the company has the right to buy back two-thirds of your shares from you. Board of Directors We think you should control your board, but we like to have one seat too. We do not take board control. As a courtesy to the other investors, we believe they should each be entitled to an observer, non-voting seat. Your Accelerator ACME Labs is organised as a collective, meaning you are financially invested in the success and future of your peers and those that follow -- and they in you. Upon successful completion of the program, your Company will be granted an one (1) percent stake in the investment vehicle for that year's ACME Labs class, in exchange for your continued involvement in the life of the ACME Labs community. We ask that you provide occasional advice and introductions for your fellow entrepreneurs and alumni; we ask that they do the same in turn for you. In addition, ACME Labs' Management Team and Board of Advisors will work closely with you in an hands-on strategic, financial, and operational capacity to increase the likelihood of your receiving follow-on investment and achieving your growth objectives. In exchange, your accelerator takes a small tuition fee of EUR [Amount] ([Number]) and a [Percentage] ([Number]) percent fee for any funding either provided by or introduced by ACME Labs to you at your A Round. Only when you succeed, do we succeed. These proceeds go to support the ongoing operations of your accelerator and its community. Information Rights We would like to get regular status updates from you in whatever format makes most sense for us all. For our own reporting purposes, we will need monthly financial reports and a business update from you. Expenses 3 of 7

4 ACME Labs Zrt Pauler utca 12, IV/1 H-1013 Budapest Hungary You pay for your legal costs and we pay for ours. We do not see why we would invest cash in your business only for some of it to come straight back out in order to pay our legal bills. We see whatever this deal costs us as our cost of doing business. Exclusivity If we both sign this term sheet, it means we all will be putting time and effort into completing the investment over the next eight (8) weeks. We do not want you to keep pitching to other investors potentially to replace us during that period. If you decide to switch to another investor in that period and it is not because we have done anything wrong, then we will charge you for our Expenses above. Confidentiality We trust your judgement in deciding who to talk to about this offer and when. This is a nonbinding offer and things can unfortunately always fall through, so it is really not in your interest nor ours to pre-announce anything until it is done. Non-binding Effect This document is not legally binding, with the exception of this paragraph and the paragraphs entitled Expenses, Exclusivity, and Confidentiality. Expiry We hope you will decide relatively quickly on whether or not you wish to move forward with us. Obviously, it is a big decision, so do not take it lightly. However, time is your most valuable asset right now. The quicker we move forward and get cash into your company, the quicker you will be able to focus on building a great business. This offer remains open until either [Expiry Date], or we you to tell you that we have moved on. Acceptance If you are happy with all of this, sign below, and we will get to work On behalf of ACME Labs Zrt: Christopher Farkas, CEO Acknowledged and agreed: [Name], [Title] Date [Company] Enc. cc: K. Tolnai 4 of 7

5 Appendix A: Capitalisation Table ACME Labs Zrt Pauler utca 12, IV/1 H-1013 Budapest Hungary Shareholder Class of Shares Number of Shares Ownership (%) [Name] Founders [Percent] [Name] Founders [Percent] ESOP Founders 10 ACME Labs Common [Percent] Total of 7

6 ACME Labs Zrt Pauler utca 12, IV/1 H-1013 Budapest Hungary Appendix B: Important Decisions The approval of the majority of investors ( Investor Majority ) is required for the following important decisions. The Company, and any Group Company, shall not: 1. Create any fixed or floating charge, lien (other than a lien as arising by operation of law), or other encumbrance over the whole of any part of its undertaking, property, or assets, except for the purpose of securing indebtedness to its bankers for sums borrowed in the ordinary and proper course of the Business and on arm s length terms; 2. Give a guarantee or indemnity to secure liabilities or obligations of any person (other than a wholly-owned subsidiary of the Company); 3. Other than any expenditure set out in any Approved Business Plan, enter into any Material Contract or purchase, hire, lease, or enter into any finance arrangement to acquire any asset for a consideration in excess of EUR thirty (30) thousand or, sell, transfer, lease, assign, or otherwise dispose of a material part of its undertaking, property, intellectual property, or assets (or any interest in them), or contract to do so otherwise than in the ordinary and proper course of the Business; 4. Issue any shares at a valuation of less than 2x the Company's current post-money valuation upon closing. 5. Issue any debentures or issue securities convertible into shares or debentures (except for customary exceptions); 6. Issue options from the Option Pool to a Director; 7. Alter the rights attaching to any class of shares of the Company; 8. Consolidate, sub-divide, or convert, or buy-back any of the Company s share capital; 9. Alter the Articles of Association, or adopt or pass any resolutions inconsistent with them; 10.Do or permit to be done any act or thing whereby the Company is wound up, whether voluntarily or compulsorily; 11. Enter into a contract or transaction, except in the ordinary and proper course of the Business on arm s lengths terms; 12.Create a contract or obligation or renew or vary the terms of an existing contract or obligation, pay money or money s worth (including by way of declaring or paying a dividend or other distribution) to any Shareholder, or to the holding company of any Shareholder, or to any other subsidiary of such holding company, or to any person as a nominee of any Shareholder, or any such holding company or subsidiary; 13.Appoint or remove any director of the Company, except in accordance with the rights conferred on the Investors; 14.Enter into any employment contract with any Senior Employee or amend the terms of employment of any Senior Employee, other than any annual increase in salary of not more than five (5) percent; 15.Incur any indebtedness exceeding EUR thirty (30) thousand; 16.Instigate, defend, settle, or compromise any litigation (other than either debt collection, in the ordinary course of business, or the parties to this agreement and related contracts for the current investment); 17.Enter into any agreement or arrangement in the nature of partnership, consortium, joint venture (where such joint venture requires the incorporation of a joint venture vehicle or other equity commitment by the Company or any Group Company), or profit sharing 6 of 7

7 ACME Labs Zrt Pauler utca 12, IV/1 H-1013 Budapest Hungary arrangement, or the amalgamation with any other person (other than as part of a solvent reconstruction); 18.Effect a sale, transfer, or disposition of, or encumbering any of its intellectual property (other than on an arms-length basis and in the ordinary course of business, or pursuant to the terms of the IPR Agreement); 19.Enter into a contract to acquire or dispose of all or a material part of any business, including that of the Company; 20.Expand, develop, or evolve its business otherwise than through the Company or a wholly owned subsidiary of the Company; 21.Dispose of or acquire any interest in any share in the capital of any company or incorporate any new subsidiary undertaking; and 22.The Founders shall require Investor Majority consent to sell their shares. 7 of 7