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co-ownership: terms & conditions

🎁 unpacking the somos virtual share options plan

we're making the legalese a bit friendlier – let's dive in together! 💪
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before we begin:
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🎯 the aim of the game
  • we created this guide to make the legalese of the somos co-ownership scheme a bit more friendly and digestible.
  • we want you to understand the ins and outs of your agreement with us.
  • we believe in sharing the cake, and knowledge is the sweetest slice! 🍰
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🔗 handy links
  • to see how the co-ownership scheme works in practice, please take a look at our how it works guide.
  • if you're ready to jump into the deep end, here's the actual document (just mind the sharks 🦈 - it's full of legal jargon!).
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🤗 a friendly reminder…
  • this guide is like a friendly sherpa helping you navigate the mountains of legalese 🏔️, but it's not a replacement for professional legal advice.
  • if anything is unclear, or you have doubts or questions, we always recommend chatting with your own legal advisor.
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🚀 continuous improvement
  • we're learners, just like you!
  • this guide might get updates from time to time as we receive feedback, learn more and strive to make it better.
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⚖️ legal comes first
  • we're all about friendly and approachable, but when it comes to legal matters, the formal documents hold the final say.
  • if there's any difference between what we say here and what's in the legal documents, the documents win.
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🎉 what's this all about?

  • 📝 somos has set up a virtual share options plan (vsop).
  • 👍 the aim is to let everyone involved in somos (employees, freelancers, advisors, contributors, and/or customers) take part in the success of the company.
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🏢 who's who in the zoo

  • 🏬 somos education limited: that's us, a company established under the laws of england & wales.
  • 👥 you: you're the beneficiary, someone we see as an essential part of our success.
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🎟️ all about your virtual share options

  • 🎫 the vsop gives you the chance to benefit from somos' growth as if you were a shareholder.
  • ❌ but remember, it's a bit different – you don't actually own any shares. instead, you have a contractual right that could turn into a payment (could be cash or non-cash) if certain stars align 🌟.
  • 🏆 the value of this depends on how many virtual share options you've earned by contributing your awesome work to the platform.
  • 🪙 to keep things nice and fair, the value of one virtual share option is exactly the same as one actual share in somos!
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🖋️ how you get your options

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💰 when and how you get paid

  • 🎁 you become eligible for a cash payment if a liquidity event or grant event happens. let's break it down:
    • 🌊 liquidity event:
      • this could happen if somos gets sold.
      • for example, if you own 1% of somos in virtual share options and somos sells for a cool $1m, you'd pocket $10,000.
      • not too shabby, right?
    • 🎉 grant event:
      • this happens when somos decides to share the love and issue dividends to its shareholders.
      • so, if you own 1% of somos in virtual share options and somos dishes out $10,000 to its shareholders, you'd receive a handy $100. every bit helps!
  • 💰 wondering how we calculate exactly how much you get?
    • there's a formula in annex 2 of the terms and conditions.
    • don't worry, there's no test on it.
  • 🔄 now, there might be times when somos asks you to accept a non-cash payment instead. rest assured, this won't put you at an advantage or disadvantage. it's all part of the journey!
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📚 rules on transferring and inheriting your options

  • ❗ you can't transfer or dispose of your virtual options without somos' written consent.
  • 🚫 if you do, they become invalid, and you won't be entitled to any damages.
  • 👥 if you pass away, your virtual options can be inherited, and the heirs must stick to the rules of the vsop.
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💸 what about taxes?

  • 💡 all tax obligations related to the virtual options and payments from them are your responsibility.
  • ❌ somos doesn't guarantee anything about potential tax implications and might withhold tax and social security contributions if legally required.
  • 🗣️ do please get your own legal, tax and accountancy advice!
  • ❌ somos doesn't provide legal, accounting or tax advice, and this information shouldn't be taken as such.
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⚖️ covering our backs

  • ❌ somos doesn't make any promises about how the virtual options will develop or about a future liquidity event.
  • 🛡️ somos isn't liable for losses or damages you suffer in relation to the vsop, unless they're caused by somos' or its employees' fraud or gross negligence.
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✍️ changes and notifications

  • 🔄 somos can change the vsop into another plan at any time, as long as it doesn't put you at a financial disadvantage.
  • ✏️ you need to give written consent to changes to the conditions, unless they're technical adjustments due to changes in laws or in the company's legal form.
  • 📧 all communications about the vsop must be in writing. you need to provide somos with your postal address and email, and let somos know if they change.
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🛡️ your privacy

  • 📂 somos is allowed to collect, process and use your personal data to fulfill the vsop and the associated contractual obligations.
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🧾 the nitty-gritty details

  • 🌐 the option plan agreement and any disputes about it are governed by the laws of england and wales.
  • ⚖️ if there are any disputes, they'll be settled by the courts of england and wales.
  • 📜 if any part of the vsop conditions is invalid or unenforceable, it won't affect the rest of the agreement.
  • 🔄 if this happens, the invalid part will be replaced with something that achieves the same financial aim. this also applies if there are any gaps in the agreement.

🤔 frequently asked questions

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what are the option plan documents about?
  • 📝 these documents detail the nuts and bolts of the somos virtual share options plan.
  • think of it as a roadmap to understanding how you can benefit from the growth of somos without actually owning any shares.
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what exactly is a virtual share option?
  • 🎟️ a virtual share option is like a golden ticket.
  • it gives you the chance to benefit from somos' success as if you were a shareholder.
  • but remember, it's not quite the same as owning shares. instead, you have a contractual right that could lead to a cash or non-cash payment if certain stars align 🌟.
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how do I get these virtual share options?
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when do I get money from these options?
  • 💰 your virtual share options could turn into a cash payment if a liquidity event or grant event happens.
  • these events could include somos getting sold or issuing dividends to its shareholders.
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can I give or leave my options to someone else?
  • 👥 you can't transfer your virtual options without somos' written consent.
  • if you pass away, your virtual options can be inherited, but the heirs must follow the rules of the vsop.
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what about taxes on these options?
  • 💡 any tax obligations related to the virtual options and payments from them are on your plate.
  • we recommend getting your own legal, tax and accountancy advice as somos doesn't provide these services.
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what are the risks of this plan?
  • 🛡️ we can't make any promises about how the virtual options will develop or about a future liquidity event.
  • we're not liable for losses or damages you suffer in relation to the vsop, unless they're caused by our or our employees' fraud or gross negligence.
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can the terms and conditions be changed?
  • ✍️ yes, somos can change the vsop into another plan at any time, as long as it doesn't put you at a financial disadvantage.
  • you need to give written consent to changes to the conditions, unless they're technical adjustments due to changes in laws or in the company's legal form.
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what about my privacy?
  • 🛡️ your privacy is important to us!
  • we are allowed to collect, process and use your personal data only to fulfill the vsop and the associated contractual obligations.
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what laws apply to this plan?
  • ⚖️ the agreement and any disputes about it are governed by the laws of england and wales.
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what happens if part of this agreement isn't valid or enforceable?
  • 📜 if any part of the vsop conditions is invalid or unenforceable, it won't affect the rest of the agreement.
  • the invalid part will be replaced with something that achieves the same financial aim.
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registered in england & wales with company number: 13657044.