Lawyer for EMI Option Pool + First Grant - UK Startup (Fixed Fee, Practical)

Project overview We are a UK founder-led B2B SaaS company and need a pragmatic UK corporate / startup lawyer to help us implement a small employee option pool and first EMI grant. We already have relatively recently revised Articles and SHA in place and an accountant handling Companies House and HMRC. We want a lawyer who can get this done efficiently, with standard documents and a practical approach, rather than an extensive review and bespoke documentation. We are looking for someone who regularly works with: • UK startups • EMI option schemes • founder-led cap tables with multiple share classes • lean board/shareholder approval processes • practical coordination with accountants on valuation / filings Company context Growzz is a UK B2B SaaS business providing Joint Business Planning software for grocery retailers and their suppliers / brokers. We want to keep the option arrangements: • simple • standard • investor-friendly • cost-efficient • quick to implement What we need We want to create an option pool of 1,000 shares (out of currently a bit under 24,000 shares) and implement an EMI grant for our Head of Development. We also want the structure to be capable of supporting a future non-EMI / unapproved option grant for a US-based business development person, but we do not want to build a full US plan at this stage. Current intended structure 1. Option pool o Create / formalise an option pool of 1,000 shares o We already have multiple share classes in place o We want advice on whether to use an existing class or whether a separate class is actually needed o Preference is to keep things as simple and standard as possible 2. EMI scheme o Set up a straightforward EMI arrangement for UK qualifying employees o Initially only needed for one employee 3. Initial grant to our Head of Development o 250 options total o 150 vested on grant o 50 vesting after 12 months o 50 vesting after 24 months o We want standard leaver provisions and a sensible startup-style structure 4. US Business Development o We may later grant options to a US-based business development person o For now, we only want the UK lawyer to:  confirm the UK-side implications  advise what minimum UK documentation should anticipate this  flag whether separate US advice is needed before any grant o We do not want a full US option scheme built now Commercial / legal preferences We want a practical recommendation and documentation on the basis that: • unvested options lapse on cessation • bad leaver treatment should be company-protective • no shareholder rights until exercise • non-transferable options • any person receiving shares on exercise should adhere to the existing SHA / articles • exercise mechanics should be kept simple • we are open to exit-only exercise if that is the cleanest / most standard route • exercise price should be set in a way that preserves EMI tax efficiency, with valuation support handled by the accountants Existing position / documents We already have: • recent Articles of Association • recent Shareholders’ Agreement • board minutes from February 2026 dealing with creation of the option pool in principle and the grants discussed above. Important: we are not asking for a broad review of these documents for general corporate housekeeping. We want a targeted review only to the extent necessary to answer questions such as: • can the pool / EMI grant be implemented under the existing documents? • are any specific board / shareholder consents needed? • is any narrow amendment required? • what exact documents are needed to complete the implementation cleanly? We only want to make amendments if absolutely necessary. Valuation context We have recently closed an investment / ASAs and assume this valuation will form the basis for the valuation for the options and do not expect that additional detailed valuation will be needed. Our accountants are expected to assist with valuation and tax / EMI filing mechanics. Deliverables requested Please quote for a fixed fee covering the legal work only, including: 1. Targeted review of the existing Articles, SHA and board minutes o only as far as needed for this options project o not a general review 2. Short advice note / email confirming: o whether the current documents permit implementation of the option pool and initial EMI grant o whether any additional board or shareholder approvals are needed o whether any amendments are actually required o whether exit-only exercise is sensible / workable here o whether the current proposed vesting structure is workable 3. Preparation of legal documents as needed, likely including: o EMI plan rules or a simple EMI option document structure o Option agreement / grant document o board minutes / written resolutions o shareholder resolutions / consents only if genuinely required o deed of adherence / joining mechanics on exercise if needed o any ancillary implementation documents that are actually necessary 4. UK-side note on future US grant o brief high-level guidance only o not a full US scheme o flag if US counsel should be involved before grant 5. Implementation checklist o what we need to sign o in what order o what the accountants should handle o what the company should file / maintain in its records Valuation / HMRC deliverables (with accountants) 6. EMI valuation support and HMRC submission pack o coordinate with the accountants on the valuation methodology and assumptions; o prepare or review the legal / documentary inputs needed for the EMI valuation submission to HMRC SAV, including confirmation of the relevant share rights, restrictions and option terms; o assist with or review the VAL231 submission pack before filing; o identify what supporting documents should accompany the valuation submission and what should simply be retained on file; o confirm the agreed valuation basis to be used in the EMI option grant documentation. 7. Valuation support documents / working pack Please specify which of the following you would expect to prepare, review or rely on: o short valuation summary / justification memorandum; o current cap table; o details of recent fundraising / ASA terms relevant to valuation; o latest management accounts / financial information; o copies of the Articles and any share rights summary relevant to value; o summary of any restrictions attaching to the shares under option; o draft option terms relevant to market value analysis. 8. Filing responsibility matrix Please confirm who would be responsible for each of the following: o preparing the valuation analysis; o preparing / reviewing VAL231; o submitting the valuation check to HMRC SAV; o registering the EMI scheme on the ERS service if required; o submitting the EMI notification; o submitting the annual ERS / EMI return; o maintaining the company’s records and implementation file. What we are not looking for Please do not propose: • a broad rewrite of the SHA or Articles • a bespoke incentive structure unless clearly justified • open-ended hourly estimates without a clear capped scope • full US legal work at this stage What good looks like A good outcome for us is: • lean • standard • investor-friendly • tax-aware • properly documented • with clear advice on what is actually required versus optional Please include in your proposal 1. Your experience with: o EMI schemes for UK startups o option pools in companies with multiple share classes o venture / founder-led cap tables o UK companies with some US-facing team members 2. Whether you would handle this on a fixed-fee basis, and your proposed fee 3. What you see as the likely minimum required document set here 4. Whether, based on the outline above, you think this can be done without amending the existing SHA / Articles unless a specific blocker appears 5. Your expected turnaround time 6. Examples of similar work you have done for UK startups (anonymised is fine)