# STARTUP ADVISOR AGREEMENT
Date: 4 December 2029
Parties: Lattice Grove Limited and Dr Rachel Oates
## 1. Parties and purpose
Lattice Grove Limited (Company No. 15120784), 28 Park Square, Leeds LS1 2NY (Company), appoints Dr Rachel Anne Oates of 7 Moor Road, Ilkley LS29 8BT (Advisor) to advise on enterprise sales and the Company's Series A fundraising.
## 2. Scope, price and subject
Rachel will provide one one-hour video call each month, up to two hours of email advice, a quarterly go-to-market review and reasonable introductions to prospective customers. She will use best efforts but does not promise investment, revenue, a customer contract or any other outcome and has no authority to bind the Company.
## 3. Operating duties
The Company pays £600 plus VAT monthly in arrears. It intends to grant Rachel an EMI share-option grant representing 0.25% of fully diluted ordinary shares, vesting monthly over 24 months with a six-month cliff, subject to board approval, HMRC eligibility and separate plan documents; no option exists until validly granted.
## 4. Rights, records and compliance
Rachel discloses her continuing consultancy for CloudBase Ltd and must not use its confidential information or introduce a customer where a conflict exists. The Company provides accurate financial and product information, makes no promise of a board seat and decides independently whether to follow advice. The parties are independent contractors, not partners or employees.
## 5. Term, ending and remedies
Each party protects confidential information and uses personal data only for the relationship under UK GDPR. Rachel assigns to the Company any bespoke written deliverable created specifically and paid for under this agreement, while retaining general know-how and pre-existing materials. She may not trade Company securities using inside information.
## 6. Liability and reservations
The initial term is 12 months from 4 December 2029. Either party may end on 30 days' written notice, immediately for serious breach, fraud, insolvency or conflict that cannot be managed. Fees for work done remain due; confidentiality, IP, accrued payments and option-plan rules survive where their terms require.
## 7. Governing law and signatures
This agreement is governed by the law of England and Wales and its courts have exclusive jurisdiction. CEO Marcus Bell and Rachel sign on 4 December 2029 after Rachel was advised to obtain independent tax and legal advice. The intended EMI treatment is not a tax guarantee.