The Agency 1A

The capital increase in which Spreds Finance would participate with other investors fits into a broader financing of The Agency planned to be between €50,000 and €300,000 (the “Capital Increase”).

The Notes shall only be issued if the following, cumulative, conditions precedent to the subscription of Spreds Finance to the Capital Increase of The Agency as listed below are fulfilled within 6 months of the Closing Date:

• The total amount of firm commitments of subscription to this Capital Increase reaches at least €50,000 and does not exceed €300,000.
• The pre money valuation of The Agency does not exceed €2,000,000.
• One or more investors invest a minimum of €25,000.
• Spreds Finance participates in the Capital Increase for an amount equal to the result of the subscription to the Notes of the The Agency 1A Compartment.
• Spreds Finance is granted equal rights in terms of transferability of the shares of The Agency as those stipulated for the benefit of the other investors participating in the Capital Increase.

Furthermore, Spreds Finance is granted a tag along right with regards to one or more shareholders of The Agency in the sense that, in case of transfer of shares by the designated shareholder (including the sale, transfer, exchange, etc. of shares) Spreds Finance will be able to transfer its shares in The Agency at the same time, in the same proportion and under the same conditions.

Spreds Finance checks if such conditions precedent are fulfilled at the latest 6 months after the Closing Date (“Effective Date”). In case one or several of these conditions is not fulfilled on the Effective Date, the Notes will not be issued and the Investors will be reimbursed their respective Subscription Amount no later than 15 business days from the Effective Date.

The amount for which Spreds Finance would participate in the Capital Increase will be supplemented by other investments in order to reach a total amount of between €50,000 and €300,000.

The Agency guarantees that the minimum amount planned for the Capital Increase will enable it to survive for at least six months, even without having any turnover.