Co-founder commercial terms · For discussion with Castle Place

Terms.

LegalHelp Limited (to be incorporated). The agreed headline commercial terms between Ed Barroll Brown and Rob Rinder. Working draft prepared for the meeting with Castle Place on 19 May 2026.

Not legally binding Discussion document

Prepared by

Grafton Labs Ltd, for Ed Barroll Brown

Counterparty

Castle Place, for Rob Rinder

Governing law

England & Wales

Status

v3 discussion draft · 19 May 2026

This term sheet records the agreed headline commercial terms for the formation of LegalHelp Limited and the co-founder arrangement between Ed Barroll Brown and Rob Rinder. It is not a binding legal document. Its purpose is to provide the commercial foundation for long-form agreements to be drafted without re-opening commercial negotiations. The parties intend to be bound only by those long-form documents once executed. Note on this draft. This is a working discussion document for the Castle Place meeting on 19 May 2026. Clauses flagged For discussion are deliberately open for input at that meeting; everything else reflects the position Ed proposes to Rob and Castle Place.

AParties & Status

1
Ed Barroll Brown ("Ed")Individual; qualified solicitor (England & Wales); founder and Operational Lead. Party to the Shareholders Agreement.
2
Rob Rinder ("Rob")Individual; co-founder; Editorial Lead. Party to the Shareholders Agreement.
3
LegalHelp Limited (the "Company")To be incorporated under English law (England & Wales) as the operating entity for legalhelp.co.uk. Party to the Shareholders Agreement. Name subject to availability at Companies House.
4
Parties to the Shareholders AgreementThe Shareholders Agreement will be between Ed, Rob and the Company. No other party is intended. Grafton's involvement (Section C) is documented separately by way of a loan and conversion agreement and the Grafton Services Arrangement, and Grafton is not a party to the Shareholders Agreement.
5
Governing lawEngland and Wales.
6
StatusCommercial heads of terms only. Not legally binding. The parties intend to be bound solely by long-form agreements executed in due course.

BFormation

7
Day-1 founder formationThe Company is incorporated; Ed and Rob each subscribe for 50% of founder shares at par (£100 per Founder). The Company has no other assets at this point. Both Founders file Section 431 elections within 14 days of share acquisition.
8
Section 431 electionsITEPA 2003 s.431 election forms to be prepared as part of the incorporation bundle, filed within 14 days of Day-1 share acquisition by both Founders.

CGrafton Investment

9
Investment by GraftonEd and Rob agree that Grafton Capital Limited or an associated company (collectively, "Grafton") will provide services and capital to the Company on the terms in this Section C. Grafton's involvement is documented separately by way of a loan and conversion agreement and the Grafton Services Arrangement (clause 72); Grafton is not a party to the Shareholders Agreement.
10
Maximum commitmentGrafton will provide up to £150,000 in total to the Company, by way of cash, operating services delivered at cost, and/or assets transferred at cost. All non-cash provision is documented and certified at the time of provision. The transfer of Grafton's platform IP under clause 17 forms part of this contribution.
11
Provision as debtUntil conversion under clause 13, all amounts provided by Grafton (cash, services and assets) are recorded as debt owed by the Company to Grafton, on terms to be agreed in the loan documentation.
12
DrawdownGrafton provides the £150,000 as required against an agreed business plan and operating process. Provision is incremental; the Company does not receive the full £150,000 up front.
13
Conversion rightWhen and only when the cumulative value of Grafton's provision (cash + services + assets) reaches £150,000, Grafton has the right, but not the obligation, to convert the full £150,000 of debt into ordinary shares of the Company at £850,000 pre-money / £1,000,000 post-money. On conversion, the debt is extinguished and shares are issued to Grafton.
14
Effect of non-conversionIf Grafton does not exercise the conversion right, or if the £150,000 threshold is not reached, amounts provided remain as debt owed to Grafton, repayable on terms to be agreed in the loan documentation. Grafton may elect to remain as a creditor rather than become a shareholder.
15
Cap on Grafton equity at this valuationOn full conversion under clause 13, Grafton holds 15% of the post-conversion cap table. Below the £150,000 threshold, no conversion is available at this valuation.
16
Above the Commitment capAny further provision by Grafton above £150,000, and any further equity participation by Grafton at this valuation, requires fresh terms agreed between Ed, Rob and any third-party investor then in the cap table.
17
Platform IP transferGrafton's platform IP — legalhelp.me.uk, the codebase, brand assets, prototype tools — transfers to the Company on Day 1 as part of Grafton's contribution. The fair value of the IP transferred counts toward the £150,000 Maximum Commitment.
18
Services at costGrafton provides operating services to the Company at cost, or at the minimum cost allowable under applicable Transfer Pricing Rules, with no related-party margin. Cost basis documented monthly and auditable. Market-rate equivalent of the Grafton team capability is c.£400,000–500,000/year.
19
IP licence to the CompanyGrafton's general intelligent-business platform, methodology and reusable internal tooling are licensed to the Company on a perpetual, royalty-free basis, exclusive within UK consumer legal services. Work product created specifically for the Company assigns to it on creation.

DEquity Pool — Forfeitable Non-Voting Shares

20
Pool size15% of the post-Grafton conversion cap table (14.3% after the SEIS Round), issued Day 1 as a separate class of non-voting shares with forfeiture provisions. Not EMI options.
21
Lizzie Barroll Brown allocation5 percentage points of the pool issued directly to Lizzie Barroll Brown on Day 1, as non-voting shares with light-touch forfeiture provisions appropriate to her Castle Place advisory role. Mechanics finalised in long-form.
22
Operational team allocation10 percentage points of the pool issued or reserved for the operational team and any future MD Recruit, as non-voting shares with forfeiture conditional on continued employment with Grafton, the Company or a related entity.
23
Voting rightsAll pool shares are non-voting on all matters.
24
Pool top-up at MD RecruitThe board should expect to expand the pool by 5–10 percentage points at the time of the MD Recruit. Signalled here to avoid dilution surprise at that point. Pool top-up requires Founder unanimity (Reserved Matter).
25
Section 431 elections (pool)Filed within 14 days of grant for all pool recipients, as a condition of issue.
26
Grafton team participationThe Grafton team holds no separate equity in the Company; alignment is via Grafton's holding (clause 15) following conversion.

ESEIS Round

27
Target raise£250,000 at £5,000,000 pre-money / £5,250,000 post-money. Implied dilution c.4.8%.
28
Pre-money floor£3,500,000. Below this, the round is restructured or paused.
29
SEIS lifetime capThe Company's £250,000 SEIS lifetime cap (raised April 2023) is consumed in this round.
30
Proof of concept fundingInitial testing and proof of concept will be funded by Grafton's investment under Section C. The results will be used as evidence to justify the SEIS Round valuation.

FIndicative Cap Table

Indicative cap tableThe table below illustrates the fully-drawn, fully-converted and fully-allocated position. Grafton's actual holding will be lower (or zero) if the Maximum Commitment is not fully drawn or the conversion right is not exercised. The equity pool will also not be fully allocated initially.

Holder	Day 1	+ Grafton (15%)	+ Pool (15%)	+ £250k SEIS
Ed Barroll Brown (direct)	50.0%	42.5%	36.1%	34.4%
Rob Rinder	50.0%	42.5%	36.1%	34.4%
Grafton	—	15.0%	12.8%	12.1%
Pool (non-voting)	—	—	15.0%	14.3%
SEIS investors	—	—	—	4.8%
Total	100%	100%	100%	100%

The "+ Grafton (15%)" column assumes the £150,000 Maximum Commitment is fully provided and Grafton exercises its conversion right under clause 13. The "+ Pool (15%)" column assumes the pool is fully allocated; initial allocation will be partial.

32
Co-equal FoundersEd and Rob are co-equal direct shareholders and equal-largest direct holders at every stage shown above.

GFounder Covenants

33
ScopeEd and Rob each covenant to the Company and to one another to make the contributions set out in clauses 34–42 below, for so long as they are Founder Directors of the Company.
34
Ed's roleEd will be responsible for running the Company day to day, alongside his portfolio of ventures.
35
Rob's time commitmentRob will commit the equivalent of a minimum of 52 days per year (one day per week, in aggregate; not necessarily as whole days) to the Company's business.
For discussion
36
Rob's contributionIn addition to time, Rob will actively contribute to the Company's reach — including promotion of the Company's products and services, content, public appearances and engagement on Company and personal channels — on a cadence and form to be agreed and reviewed between the Founders from time to time, without being unnecessarily prescriptive.
For discussion
37
ResponsivenessEach Founder shall respond on decisions, content reviews and consent matters within 48 hours of request. Deemed approval applies if not actioned within that period.
38
Board attendanceEach Founder shall attend the Company's board meetings (not less than four per year) and one annual strategy day per year.
39
ExclusivityEach Founder shall be exclusive to the Company within UK consumer legal services for the duration of their involvement.
40
Director dutiesEach Founder shall discharge in full their duties under the Companies Act 2006 from Day 1.
41
Editorial sign-off (Rob)Rob shall provide editorial sign-off on Rinder content within the 48-hour SLA.
42
Non-compete on departure12-month non-compete in UK consumer legal services. Scope and definition in long-form.

HTermination Provisions

43
ApplicationThese Termination Provisions apply to the Founders. They operate symmetrically as between Ed and Rob, and are drafted as pre-agreed departure mechanics, not performance covenants.
44
Good Leaver definitionA Founder is a Good Leaver on: (a) death; (b) permanent incapacity; (c) mutual agreed exit; (d) sale of the Company; or (e) removal as a Founder Director for any reason other than a Bad Leaver event.
45
Bad Leaver definitionA Founder is a Bad Leaver if, as a Founder Director, they: (a) serve notice to terminate their involvement with the Company, or (b) materially fail to comply with their Founder Covenants under clauses 34–42, in either case after reasonable cure periods to be agreed in long-form.
46
Vesting schedule (mechanic for departure classification)A 4-year schedule with a 1-year cliff applies for the sole purpose of determining the vested and unvested portions of a departing Founder's shareholding. This is not an "earn-in" of equity; it is a mechanic for the leaver classification only.
47
Good Leaver consequencesRetains vested holding. Unvested portion handled per long-form (default position: retained, or paid out at fair value).
48
Bad Leaver consequencesUnvested shares revert to the Company at par. Vested shares may convert to non-voting on terms to be agreed in long-form.
49
AccelerationStandard double-trigger acceleration on a sale of the Company. Mechanics in long-form.

IBoard & Governance

50
Board composition at Day 1Two Founder Directors: Ed and Rob.
51
Founder Director — entitlementEach Founder is entitled to a Founder Director seat for so long as they hold at least 10% of the Company's voting shares. Below that threshold, the seat falls away.
52
Founder Director — removalA Founder Director may not be removed by anyone other than the appointing Founder, save in the case of a Bad Leaver event under clause 45.
53
Chair / CEO titlesNot adopted at launch. May be introduced at a future stage by Founder unanimity.
54
External descriptionBoth Founders are described publicly as Co-founders.
55
Decision rights — operationalWith two Founder Directors at outset, all board decisions are taken by mutual board agreement. No further operational veto layer is required at this stage. Day-to-day operational execution sits with Ed as Operational Lead, within the policies agreed by the board.
56
Reserved Matters — thresholdPre-investor: Founder unanimity. Post-investor: supermajority (75%) of the Company's voting shares.
57
Reserved Matters — list(a) Sale of the Company or any material part of its business; (b) Issuance of new shares or rights to subscribe; (c) Amendment of the articles of association; (d) Change in the nature of the Company's business; (e) Declaration of dividends; (f) Change of the Company's regulatory positioning under the Legal Services Act 2007.
58
Information rightsQuarterly board packs, monthly management financials and statutory accounts shall be provided to all shareholders.
59
Pre-emptionPro-rata pre-emption rights on new share issues, subject to Reserved Matters consent and SEIS / investor carve-outs in long-form.
60
Tag-alongStandard tag-along rights on Founder share sales.
61
Drag-alongDrag-along on a sale supported by holders of more than 50% of the voting shares and the board.

JFounder Compensation

62
At launchEquity only. No salary, fees or retainer to either Founder at formation.
63
ExpensesReasonable expenses reimbursed at cost. Mechanics in long-form.

KBrand Architecture

64
Platform brandlegalhelp.co.uk. The platform name is confirmed.
65
Domainslegalhelp.me.uk (currently in private beta) and legalhelp.co.uk (acquired May 2026, c.£4,000) — both owned by or to be transferred to the Company.
66
Company-owned brand assetsAll brand assets created for the Company; the platform domains; Company-created and operated consumer-legal social accounts, email lists and content channels; all customer data and consent records; all product code, prompts, editorial content and trademarks.
67
Rob's retained activityRob retains his existing personal Rob Rinder presence — existing social accounts, TV, podcast, criminal-bar practice, and any personal-brand activity outside UK consumer legal services.
For discussion
68
Rob's Name Licence — scopeRob's name and likeness are licensed to the Company exclusively within UK consumer legal services for the duration of his involvement with the Company.
For discussion
69
Rob's Name Licence — reversionThe Name Licence reverts to Rob on termination. On reversion, the Company continues under the neutral platform brand; any Company-owned consumer-legal channels wind down on an agreed timetable.
For discussion
70
Cross-promotion parametersThe parameters of Rob's personal-brand exposure on Company channels, and any cross-promotion from his existing accounts, are to be agreed and locked in long-form.
For discussion
71
New Rob-named channelsWhere new social accounts, web domains or other digital channels are established using Rob's name specifically for the Company's purposes, ownership, control during operation, and treatment on termination of the Name Licence to be agreed.
For discussion

LLong-Form Documents

72
Documents to be draftedThe following long-form documents will be prepared on the basis of this term sheet: (i) Shareholders Agreement (between Ed, Rob and the Company); (ii) Grafton loan and conversion agreement (including the Grafton Services Arrangement); (iii) Director Appointments × 2 (Ed and Rob); (iv) Rob's Name Licence; (v) Marketing Compliance Policy.
73
SEIS share-class confirmationSEIS qualification to be confirmed given the introduction of a separate non-voting share class for the pool (clauses 20–26). Standard approach: Ordinary (voting) shares for Founders and external investors; Class B Non-voting shares for the pool.

MSequence & Timeline

74
Step 1v4 partnership document to Castle Place as formal opening position — done.
75
Step 2Castle Place feedback — in progress; this document supports the 19 May 2026 meeting.
76
Step 3Agreed term sheet (this document, executed in principle) — within 2 weeks of Castle Place feedback.
77
Step 4Long-form documents drafted — within 4 weeks of term sheet agreed.
78
Step 5SEIS Round conversations — in parallel from term sheet agreed.
79
Step 6Incorporation of LegalHelp Limited and Day-1 subscriptions — on long-form agreement.
80
Step 7Section 431 elections filed by both Founders — within 14 days of Day-1 share acquisition.
81
Step 8SEIS Round close — target alongside long-form execution.

NStatus

82
Not legally bindingThis term sheet is a summary of agreed commercial heads of terms only. It does not create any binding obligations on any party. The parties will be legally bound only on execution of formal long-form agreements drafted on the basis of these terms.