DEAL Syndication Terms & Conditions

Trivian Capital Management Pty Ltd - Effective August 2025

1. Purpose of this Document

These Deal Syndication Terms & Conditions ("Terms") govern participation in any venture capital or private equity investment syndicate (each a "Syndicate") originated, arranged or managed by Trivian Capital Management Pty Ltd ("Trivian", "we", "us", "our"). They apply in addition to:

• Trivian's general Terms & Conditions of Use (August 2025);
• Trivian's Privacy Policy (August 2025);
• The governing documents of the relevant Special Purpose Vehicle ("SPV"), pooled limited partnership, unit trust or other investment vehicle (each an "Investment Vehicle"); and
• Any Information Memorandum ("IM"), Product Disclosure Statement ("PDS"), Subscription Agreement or Side Letter issued for a particular Syndicate (collectively, "Deal Documents").

2. Regulatory Status

2.1 Trivian is a Corporate Authorised Representative (Representative No. 001306338, ABN 63 672 029 962) of Pursuit Capital Pty Ltd (AFSL 339211).
2.2 Trivian provides general advice only and deals in interests in managed investment schemes and securities to wholesale clients as defined in the Corporations Act 2001 (Cth) ("Corporations Act").
2.3 Syndicates are offered exclusively to investors that meet the eligibility criteria in clause 5. Retail clients are not accepted.
2.4 Each Syndicate is normally structured as an unregistered managed investment scheme or pooled limited partnership exempt from registration under s601ED(2) of the Corporations Act because interests are available only to wholesale clients.

3. Key Definitions

For ease of reference, key terms are set out in Schedule 1.

4. Syndicate Overview

4.1 Deal-by-Deal Model – Syndicates are created for a specific Transaction. Investors may opt-in on a deal-by-deal basis.
4.2 Investment Vehicle – Each Syndicate is implemented via an SPV, trust or partnership established and administered using the LEVA™ platform.
4.3 Lead Investor – Trivian (or a designated Lead) negotiates terms with the target company, conducts due diligence, and commits principal capital to demonstrate alignment.
4.4 Co-Investors – Eligible investors subscribe for interests in the Investment Vehicle which, in turn, invests in the target company alongside Trivian.
4.5 Pooling Structure – Investor funds are pooled; each investor holds units/shares in the Investment Vehicle rather than direct equity in the target company.
4.6 Carry and Fees – Trivian may receive carried interest on realised profits and/or management fees as disclosed in the Deal Documents.

5. Investor Categories & Eligibility

Category: Wholesale Investor

  • Corporations Act Reference: s761G(7)

  • Eligibility Criteria: (a) ≥ A$500k subscription; or (b) certified net assets ≥ A$2.5m or gross income ≥ A$250k p.a. for last two financial years

  • Evidence Required: Accountant's certificate ≤ 2 yrs old or A$500k application

Category: Sophisticated Investor

  • Corporations Act Reference: s708(8) / s761GA

  • Eligibility Criteria: As above plus adviser attestation of experience

  • Evidence Required: Licence or statutory evidence

Category: Professional Investor

  • Corporations Act Reference: s9

  • Eligibility Criteria: AFSL licensee, APRA-regulated entity, trustee of >A$10m fund, etc.

  • Evidence Required: Licence or Statutory Evidence

Category: Accredited Investor (US standard)

  • Corporations Act Reference: Reg D

  • Eligibility Criteria: Ultra-High-Net-Worth (UHNW

  • Evidence Required: Net worth >US$1m (ex-primary residence) or income >US$200k p.a. (US deals only) Trivian Capital Verification

UHNW Family: Accredited Investor (US standard)

  • Corporations Act Reference: Reg D

  • Eligibility Criteria: Ultra-High-Net-Worth (UHNW

  • Evidence Required: Net worth >US$1m (ex-primary residence) or income >US$200k p.a. (US deals only) Trivian Capital Verification

Investors must complete Trivian's Digital KYC/AML workflow and sign the Subscription Agreement before acceptance.

7. Commitments, Capital Calls and Distributions

7.1 Commitment – An investor's legally binding commitment ("Commitment Amount") is set out in the Subscription Agreement.
7.2 Capital Calls – Funds are drawn when required, typically within 10 Business Days of call notice via the LEVA platform. Failure to fund may result in default remedies (forfeiture of interest, dilution or penalty interest).
7.3 Escrow/Bas accounts – Capital is held in a dedicated client money account until deployment.
7.4 Distributions – Proceeds (dividends, interest, exit returns) are distributed pro rata after deducting fees, expenses and carried interest.
7.5 Waterfall – Detailed in each IM; generally: (i) return of capital to investors; (ii) preferred return/hurdle (if any); (iii) catch-up to Trivian; (iv) remaining profits split (e.g. 80% investors / 20% carry).

8. Fees & Compensation

  1. Management / Admin Fee – Covers ongoing administration, accounting, reporting, and platform costs. Typically 2.0–3.0% of the committed capital invested as an upfront settlement fee. Payable by the investment vehicle.

  2. Setup Fee – One-off cost for legal due diligence and associated setup work. Ranges from A$8,000 to A$25,000 per syndicate (pro rata). Payable by the investment vehicle.

  3. Carried Interest (Carry) – A performance fee of 15% of realised profits, calculated after the full return of invested capital to investors. This is below the typical market rate of 20%, reflecting our commitment to providing competitive and transparent investment terms.

  4. Brokerage / Transaction – Where applicable for secondary trades. Fees are as disclosed and payable by the investor.

  5. Platform Fees (LEVA) – Digital SPV administration costs, embedded in the admin fee. Payable by the investment vehicle.

  6. Exit Costs – Legal, banking, foreign exchange, and taxes. These are deal-specific and payable by the investment vehicle.

All fees are itemised in the Deal Documents. GST may apply.

9. Reporting & Portfolio Management

9.1 Investors receive quarterly reports via the Portfolio Management Portal (Rundit) detailing NAV, key metrics, material events and audited accounts (where available).
9.2 Annual tax statements and distributions statements are provided within 90 days of financial year-end.
9.3 Major corporate actions (follow-on rounds, exits) are notified promptly.

10. Confidentiality & Data Protection

10.1 Deal data rooms contain confidential information. Investors must not download, copy or share materials outside of permitted use.
10.2 Personal information is processed per our Privacy Policy and encrypted at rest and in transit.

11. Transfer, Withdrawal & Termination

11.1 Interests are non-transferable without Trivian's consent and compliance with the Corporations Act transfer restrictions.
11.2 Voluntary withdrawal is not permitted once capital is deployed except with consent of the General Partner/Trustee and subject to substitute investor acceptance.
11.3 The Syndicate terminates on the earlier of (i) the realisation of the asset and distribution of proceeds, or (ii) the long-stop date specified in the IM.
11.4 Trivian may terminate the Syndicate if the minimum raise is not achieved or regulatory changes make continuance unlawful.

12. Compliance & Governance

12.1 Each Investment Vehicle appoints a licensed Trustee/Manager responsible for compliance, custody and record-keeping.
12.2 Trivian maintains AFSL obligations including RG 166 (financial resources), RG 104 (adequate resources) and RG 271 (IDR scheme).
12.3 AML/CTF obligations are fulfilled through AUSTRAC-compliant providers. Suspicious matters are reported per legislative requirements.
12.4 Conflicts of interest are managed under Trivian's Conflicts Policy; Trivian or its affiliates may invest alongside the Syndicate on the same terms.

13. Dispute Resolution

13.1 Internal complaints: Email: complaints@triviancapital.com
We aim to acknowledge within 24 hours and resolve within 30 days.
13.2 If unresolved, you may escalate to AFCA (GPO Box 3, Melbourne VIC 3001; 1800 931 678).
13.3 Participation in dispute resolution does not waive any rights under statute.

14. Limitation of Liability & Indemnity

14.1 To the maximum extent permitted by law, Trivian's liability is limited to the amount of fees received in relation to the relevant Syndicate.
14.2 Investors indemnify Trivian against loss arising from their breach of these Terms or misrepresentation of eligibility.

15. Amendments

Trivian may amend these Terms by giving at least 14 days' written notice via the Investor Portal. Continued participation constitutes acceptance.

16. Governing Law

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts.


Schedule 1 – Key Definitions (Extract)

AFCA – Australian Financial Complaints Authority.
Carry – Performance fee payable to Trivian calculated as a % of realised profits.
Commitment Amount – The total amount an investor agrees to invest in a Syndicate.
Investment Vehicle – SPV, unit trust, partnership or company established for the Syndicate.
Lead Investor – Trivian or other appointed lead sourcing and managing the deal.
Syndicate – Collective investment arrangement for a specific Transaction.
Transaction – The underlying investment opportunity into which the Investment Vehicle invests.