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[On letterhead of the Investor]

Strictly private and confidential

[insert company name]

[insert company address]

[insert Founder names]

[insert contact address of Founders] (Founders)

Date: [insert date]

subject to contract

Dear Directors and Founders,

Proposed investment in [insert name and registered number of company] (Company)

1. 1. 1

      Introduction

      1. 1.1

         Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we have agreed to make a further investment in the Company (Proposed Investment).

      1. 1.2

         The terms in this letter are not exhaustive and, with the exception of this paragraph 1.2 and paragraphs 8, 9, 10 and 11, are subject to contract and not intended to be legally binding on the parties. No party to this letter shall be legally bound to proceed with the Proposed Investment unless and until a formal written subscription [and shareholders’] agreement is entered into.

   1. 2

      equity

      1. 2.1

         The Investor will subscribe for additional institutional equity as follows:

         Class of shares	Number of shares	Nominal Value per share	Subscription Price (per share)	Institutional loan notes (amount)
         [Preferred Shares]	[insert amount]	[insert