StartupYard Program Term Sheet

Summary of Terms of the 2013 StartupYard Acceleration Program Date:

StartupYard:

Startup Yard Limited, company number 07757587 Winnington House, 2 Woodberry Grove North Finchley London, N12 0DR

Program:

2013 StartupYard acceleration program

Startup:

[], a company will be incorporated under the laws of England or the Czech Republic or Slovak Republic or the United States of America

Founders:

[Founder1] [Founder2] [Founder3]

Participation in StartupYard Program Dates: The Program begins on March 1, 2013 and ends on August 31, 2013.

StartupYard will provide:

1) StartupYard 3-month acceleration program; 2) Offices in Prague with non-stop access, internet and basic furniture for all founders for 6 months; 3) Access to StartupYards network of mentors and investors; 4) Organization of final presentation event (Demo Day) for mentors and investors; 5) Assistance with incorporating the company; 6) Assistance with negotiating with the investors;

StartupYard reserves the right to require the Startup to leave the program at any time if the Startup cannot deliver required quality.

The Subscription Conditions to Close: 1) Startup gets selected in the selection process and is invited to the Program;

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2) incorporation in England or the Czech Republic or Slovak Republic; 3) IP assignment agreements signed by all founders; 4) CEO is fluent in English; 5) receipt of all necessary consents.

Valuation of the Company:

USD 100.000 (post-money, i. e. incl. StartupYard Investment)

StartupYard Investment:

USD 10.000 for a 10% (ten per cent) shareholding interest in the Company

Shares:

ordinary shares

Estimated date:

The Subscription Agreement shall be signed within 30 days

Payment of Investment Amount:

1) USD 2.500 shall be paid to the Company within 7 days upon completion of the first month of the Program; 2) USD 2.500 shall be paid to the Company within 7 days upon completion of the second month of the Program; 3) remaining USD 5.000 will be paid to the Company within 7 days upon completion of the third month of the Program.

Transfer of Shares Right of First Refusal: No shares may be transferred unless each shareholder was provided with a right to receive such shares on a pro rata basis on the same or more favourable terms and conditions and refused to procure the shares. If only part of shareholders use their right to procure the shares, they must ensure all sale shares are procured, otherwise their right of procurement shall be considered refused.

Pre-emption right:

Shareholders shall have pre-emption right on a pro rata basis to acquire newly issued shares of the Company.

Entry of Third Party:

StartupYard will reserve the right to accept or refuse the issue or sale of any shares to other shareholders for one year from the end of the Program.

Tag-along Right:

If any shareholder plans to transfer his/her/its shares to a third person, he/she/it must, upon StartupYards request, ensure that StartupYard can transfer its shares to such a third person on the same or more favourable (for StartupYard) terms and conditions, and all shareholders shall agree with such transaction. The right of first

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refusal shall apply prior to the tag-along right.

Drag-along Right:

If a majority of shareholders plans to sell its shares to a third person, all other shareholders shall be required to agree with such transaction and to sell their shares on the same or more favourable (for them) terms and conditions to such person upon request. The right of first refusal shall apply prior to the drag-along right.

Founders Vesting:

If a Founder leaves the Company voluntarily or is dismissed for cause, he/she/it shall offer for sale to the Company (with a secondary purchase option for the other shareholders on a pro rata basis; if the applicable law does not allow for the Company owning shares it issued, the shareholders shall benefit from the right of sale primarily): 100% of his/her shares during the first year since conclusion of the Subscription Agreement / 75% of his/her shares during the second year since conclusion of the Subscription Agreement / 50% of his/her shares during the third year since conclusion of the Subscription Agreement at the lower of nominal value or subscription price.

Other Change of shares Any voluntary change of type or form of Company shares, as well as any voluntary change in rights and/or obligations connected with the shares, shall be subject to prior consent of StartupYard. The consent shall be also required prior to issuance of other than ordinary shares.

Reporting:

monthly financial information during the Program and quarterly financial information after the Program

Non-binding character:

This Term Sheet alone does not establish any legally enforceable rights or obligations, i. e. are of a non-binding character.

Expiration date:

These terms are valid until February 28, 2013.

Date:

StartupYard

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__________________________ Signature

__________________________ Print name

__________________________ Print title

Founders

__________________________ Signature

__________________________ Print name

__________________________ Print title

__________________________ Signature

__________________________ Print name

__________________________ Print title

__________________________ Signature

__________________________ Print name

__________________________ Print title

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