EFTA00292433.pdf

PRIVATE PLACEMENT MEMORANDUM ANDRA CAPITAL FUND LP [•]. 2018 EFTA00292433  Andra Capital Fund LP Andra Capital Fund LP is an open-end private investment fund formed as a Cayman Islands exempted limited partnership (the "Fund'). The general partner of the Fund is Andra Managers LLC. a Cayman Islands limited liability company (the "General Partner"). The Fund is managed by Andra Capital, LLC (the "Manager") pursuant to an advisory agreement between the Manager and the Fund. This private placement memorandum and any applicable private placement memorandum supplement delivered with this private placement memorandum relate to offerings of limited partner interests in the Fund (the 'Interests") to investors meeting certain suitability and other requirements as set forth herein. The Fund's objective is to achieve superior long-term risk-adjusted capital appreciation by investing directly in a portfolio of venture-funded technology companies selected by the Manager. The Fund intends that approximately eighty percent (80%) of the Fund's capital will be used to make un-leveraged investments in leading late-stage US technology companies, in particular in companies at funding stages Series C and Series D+. The Fund intends that approximately twenty percent (20%) of the Fund's capital will be allocated to opportunistic investments on a discretionary basis which may include without limitation investment in proven blockchain companies and earlier stage companies that have demonstrated potential to achieve breakout success. No assurance can be given that the Fund's investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. Investors should be aware that it is possible for them to lose a portion or all of their investment in the Partnership. YOU MUST MAKE YOUR OWN DECISION WHETHER THE INTERESTS MEET YOUR INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL. NO GOVERNMENTAL AUTHORITY OF ANY COUNTRY HAS REVIEWED, APPROVED, DISAPPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING, SALE, OR ISSUANCE OF THE INTERESTS. THE INTERESTS HAVE NOT BEEN, AND SHALL NOT BE, REGISTERED WITH ANY GOVERNMENTAL AUTHORITY OF ANY COUNTRY. THE INTERESTS ARE BEING OFFERED AND SOLD ONLY IN JURISDICTIONS WHERE SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED, INCLUDING PURSUANT TO APPLICABLE EXCEPTIONS OR EXEMPTIONS THAT GENERALLY LIMIT THE PURCHASERS WHO ARE ELIGIBLE TO PURCHASE INTERESTS AND THAT RESTRICT THEIR RESALE. THE INTERESTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAWS. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT AND TO OBSERVE ANY AND ALL LEGAL RESTRICTIONS IN YOUR JURISDICTION RELATING TO THIS OFFERING, THE INTERESTS, AND ANY RELATED DOCUMENTS AND COMMUNICATIONS. YOU MUST COMPLY WITH ALL APPLICABLE LAWS IN CONNECTION WITH ANY OFFER, SALE, OR TRANSFER OF INTERESTS. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS OFFERING MEMORANDUM, NOR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL. WES-11282936389.4 EFTA00292434  TABLE OF CONTENTS Page FORWARD-LOOKING STATEMENTS 1 CERTAIN NOTICES 2 OVERVIEW OF THIS OFFERING 4 INFORMATION REGARDING THE SPONSOR AND THE FUND 5 SUMMARY OF PRINCIPAL TERMS 8 CONFLICTS OF INTEREST 15 THE CO-MANAGERS 16 THE GENERAL PARTNER 17 THE ADMINISTRATOR 18 NET ASSET VALUE 19 LEGAL PROCEEDINGS 20 DATA PROTECTION 20 CERTAIN CAYMAN ISLANDS TAXATION CONSIDERATIONS 21 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 23 RISK FACTORS 29 REGULATION 39 ANTI-MONEY LAUNDERING AND ANTI-TERRORIST FINANCING PROCEDURES 40 NOTICE TO PURCHASERS 42 WEST1282936389.4 EFTA00292435  FORWARD-LOOKING STATEMENTS This offering memorandum contains statements which, to the extent that they do not recite historical facts, constitute forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words "may," "will," "can," "could," "should," "would," "believe," "expect," "anticipate," "estimate," "intend," "plan" or other words or expressions of similar meaning. These forward-looking statements are based on the current expectations of the General Partner and the Manager about future events. The forward-looking statements include statements that reflect the General Partner's and the Manager's beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to the use of proceeds of this offering of the Interests; the Fund's investment strategy, investment thesis, investment criteria, and methodology for calculating Net Asset Value; intentions and expectations with respect to the management and advisors of the Manager, realization of proceeds from investments by the Fund, the expected capital reserves of the Fund; expected future performance and business of the Fund and expected effect of Cayman Islands laws and regulations, and expected timing for reporting of Net Asset Value; and changes and uncertainty in statutory and regulatory requirements, including changes to securities, commodities, tax, and other laws, rules and regulations. We urge you to carefully review this offering memorandum, particularly the section entitled "Risk Factors," for a more complete discussion of the risks of an investment in the Interests. Although the General Partner and the Manager believe that the expectations reflected in the forward-looking statements are reasonable, neither the General Partner nor the Manager can guarantee the Fund's results and returns on investments, level of activity, performance or achievements. Many factors discussed in this offering memorandum, some of which are beyond the General Partner's and the Manager's control, will be important in determining the future performance of the Fund. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this offering memorandum as a representation by the General Partner and the Manager that the Fund's plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. The General Partner and the Manager do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. 1 WEST1282936389.4 EFTA00292436  CERTAIN NOTICES This offering memorandum is furnished for the purpose of providing certain information about the purchase of the Interests. This offering memorandum is to be used by the person to whom it has been delivered solely in connection with the consideration of the purchase of the Interests described herein. All recipients agree that they will use this offering memorandum for the sole purpose of evaluating a possible investment in Interests. THE INTERESTS WILL BE OFFERED AND SOLD FOR INVESTMENT ONLY TO QUALIFYING RECIPIENTS OF THIS OFFERING MEMORANDUM PURSUANT TO AN EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE SECURITIES LAWS. PURCHASERS SHALL INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, POSSESSION, OR DISPOSAL OF INTERESTS, AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO PRIOR TO THE SUBSCRIPTION FOR ANY INTERESTS. NO INTEREST MAY BE OFFERED, SOLD, RESOLD, OR OTHERWISE TRANSFERRED WITHOUT THE CONSENT OF THE GENERAL PARTNER. INTERESTS SHALL NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, EXCEPT IN FULL COMPLIANCE WITH THE TRANSFER RESTRICTION AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS OF THE TRANSFEROR'S JURISDICTION AND THE TRANSFEREE'S JURISDICTION. EACH OF THE TRANSFEROR AND TRANSFEREE ARE CHARGED WITH THE DUTY OF COMPLYING WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS FOR ANY TRANSFER OF THE INTERESTS. In making an investment decision, purchasers must rely on their own examination and analysis of the Interests and the Fund, this offering memorandum, and the terms of this offering, including the risks involved. Prospective purchasers shall not construe the contents of this offering memorandum as legal, business, tax, accounting, investment, financial, or other advice in any manner. Each prospective purchaser is urged to consult its own advisers as to legal, business, tax, regulatory, accounting, financial, and other consequences of its investment in the Interests. No person has been authorized in connection with this offering to give any information or make any representations other than as contained in this offering memorandum. Any representation or information not contained herein must not be relied upon as having been authorized by the Fund, the General Partner, the Manager, or any of their partners, members, officers, employees, managers, affiliates or agents. While information in this offering memorandum is believed to be reliable for the purpose used herein, none of the Fund, the General Partner, the Manager, nor any of their partners, members, officers, employees, managers, affiliates or agents assumes any responsibility for the accuracy of such information. The delivery of this offering memorandum does not imply that the information herein is correct as of any time subsequent to the date of this offering memorandum. In the event that any extrinsic information provided or statements made, including any information provided or statements made in the white paper, any press release or media coverage, or any other oral or written statement by the Fund, the General Partner, the Manager, or their respective agents conflicts with any information or statements contained herein, the information and statements herein shall control and supersede any such extrinsic information and statements. In particular, you must not rely upon or evaluate, without limitation, any representations or information contained in the news article regarding the Fund published by various media sources on or about April 30, 2018. Such article contained material misstatements of fact, for which reason the General Partner issued a corrective article on May 3. See 'Summary—Media Coverage for additional information. This offering memorandum is not a prospectus and does not purport in any manner to contain sufficient information a reasonable purchaser may require to form an investment decision. This offering memorandum shall not be relied upon solely in relation to, and shall not be taken solely as the basis for, an investment decision. This offering memorandum contains the terms of this offering and a summary of certain documents referred to herein. These summaries do not purport to be complete and are subject to and qualified in their entirety by reference to the applicable documents. Copies of the documents referred to herein will be provided to any prospective purchaser upon reasonable request and should be reviewed for complete information concerning the rights, privileges, and obligations of purchasers of the Interests. In the event that descriptions in or terms of this offering memorandum are inconsistent with or contrary to the description in or terms of such other documents, such other documents shall control. Information contained on any website or other digital link referenced herein is not a part of this offering memorandum, is not incorporated by reference, and is only an inactive textual reference. The distribution of this offering memorandum and the offer and sale of the Interests may be restricted by law in certain jurisdictions. This offering memorandum does not constitute an offer to sell or the solicitation of an offer to buy (and may not be circulated to any persons or entities) in any country, state, or other jurisdiction when it is unlawful to make such offer or solicitation in such state or jurisdiction (each a "Prohibited Jurisdiction"). Accordingly, no person or entity in a Prohibited Jurisdiction shall be eligible or permitted to, whether directly or indirectly, subscribe, purchase or acquire, or 2 WES11282936389.4 EFTA00292437 offer to subscribe, purchase or acquire, any Interests. This offering memorandum and any other document or material in connection with the offer, sale, and issuance of the Interests may not be circulated or distributed, whether directly or indirectly, to persons or entities in, or citizens of, a Prohibited Jurisdiction. The Fund is prohibited from making any invitation to the public of the Cayman Islands to subscribe for Interests. Public" for these purposes shall have the same meaning as 'public in the Islands' as defined in the Cayman Islands Mutual Funds Law as revised (the 'Mutual Funds Law"). However, Interests may be beneficially owned by persons resident, domiciled, established, incorporated or registered pursuant to the laws of the Cayman Islands. The Fund will not undertake business with any person in the Cayman Islands except in furtherance of the business of the Fund carried on outside the Cayman Islands. The Fund is a regulated mutual fund for the purposes of the Mutual Funds Law and is registered with the Cayman Islands Monetary Authority (-MA") pursuant to section 4(3) of that law. This offering memorandum has been filed with CIMA. Such registration does not imply that CIMA or any other regulatory authority in the Cayman Islands has approved this offering memorandum or the offering of the Interests. PROSPECTIVE PURCHASERS MUST BEAR IN MIND THAT PAST OR PROJECTED PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE DESIRABLE RESULTS OR THAT TARGETED RETURNS WILL BE MET. LOSSES WILL LIKELY OCCUR. Statements contained herein that are attributable to the Fund, the General Partner, and the Manager, or their investment professionals or other personnel, are not made in any person's individual capacity. References herein to 'expertise" or 'specialized," or any person being an "expert" or a "specialist," are based solely on the reasonable belief of the Manager, are intended only to indicate proficiency as compared to an average person, and in no way to limit the exculpation provisions and related standard of care as more fully described in this offering memorandum. 3 WES-11282936389.4 EFTA00292438  OVERVIEW OF THIS OFFERING Certain key terms of the Fund are highlighted below. This summary is qualified in its entirety by more detailed information contained in "Summary of Principal Terms," which should be carefully reviewed prior to making an investment decision. Fund Andra Capital Fund LP, an open-end investment fund formed as a Cayman Islands exempted limited partnership. General Partner Andra Managers LLC. a Cayman Islands limited liability company. Manager Andra Capital. LLC. a Delaware limited liability company. Target Size $1 billion Minimum Commitment $5 million, subject to the General Partner's right to accept lesser amounts (subject to a minimum of $100,000) in its sole discretion. Eligible Investors Investors that are either (i) not "U.S. Persons" (as defined in Rule 902(k) of the Securities Act or (ii) (A) "accredited investors" (as defined under Regulation D promulgated under the Securities Act) and (B) "qualified purchasers" within the meaning of Section 3(c)(7) under the Investment Company Act. Management Fee Three percent (3%) per annum of the Net Asset Value of the Fund payable quarterly in advance (calculated as of the beginning of each fiscal quarter). Distributions Amounts available for distribution as a result of a realization in the Fund's portfolio (each, a "Realization", and any such amounts, net of all applicable taxes, fees, expenses and reserves (such reserves not to exceed thirty percent (30%) of the gross proceeds of such Realization), 'Distributable Proceeds") will be divided among the Limited Partners participating in the realized investment (including the General Partner and the Manager to the extent of their respective Capital Accounts) pro rata in proportion to each of their respective Capital Accounts. Distributable Proceeds apportioned to Limited Partners affiliated with the General Partner and the Manager who are not subject to Incentive Allocation will be distributed to them and will not be subject to the waterfall below. Each other Limited Partner's share of Distributable Proceeds will be further divided and distributed in the following amounts and order of priority: (i) First, one hundred percent (100%) to such Limited Partner until it has received an aggregate amount of Distributable Proceeds equal to the aggregate amount of capital invested by such Limited Partner in all realized portfolio investments to date; (ii) Second, one hundred percent (100%) to the General Partner until the General Partner has received twenty percent (20%) of all Distributable Proceeds paid to such Limited Partner to date, and (iii) Third, eighty percent (80%) to such Limited Partner and twenty percent (20%) to the General Partner. • 4 WEST1282936389.4 EFTA00292439  INFORMATION REGARDING THE SPONSOR AND THE FUND This section is not a complete description of the Fund or the Interests. It does not contain all the information that may be important to you. To understand this offering fully, you must read this entire offering memorandum and the Subscription Agreement carefully, including the "Risk Factors" beginning on Page 28 of this offering memorandum. The Fund Andra Capital Fund LP is an open-end investment fund formed as a Cayman Islands exempted limited partnership. Andra Investment Thesis The Fund's objective is to achieve superior long-term risk-adjusted capital appreciation by investing directly in a portfolio of venture-funded technology companies selected by the Manager (as defined below). The Fund intends that approximately eighty percent (80%) of the Fund's capital will be used to make un-leveraged investments in leading late- stage private technology companies, in particular in companies at funding stages Series C and Series D+. The Fund intends that approximately twenty percent (20%) of the Fund's capital will be allocated to make opportunistic investments on a discretionary basis which may include buybacks of SVCs (as defined below), investment in proven blockchain companies, and earlier stage companies that have demonstrated standout traction and the potential to achieve breakout success. The Andra Team believes it will be a leader in the field because of its strong deal flow, proprietary selection criteria and screening of late-stage technology companies, and ability to actively construct a uniquely risk-adjusted and diversified portfolio. Fund Strategy Our primary objective in building the portfolio for the Fund is to provide investors with exposure to growing late-stage private companies approaching a liquidity event, while diversifying idiosyncratic risks at the individual company level. Each investment is subject to a comprehensive review of its effect on the existing portfolio, evaluation of the company's financial condition, an in-depth industry and business analysis, legal and transaction structure, risk factors, and security analysis. Investment Guidelines In addition to the industry focus on venture-funded technology companies, the Fund plans to use the following investment guidelines: • Proven market leaders entering hyper-growth mode. • Funding backed by top-tier venture funds. • Companies that have a visible time horizon to a liquidity event for investors • [Maximum investment of 5% of the Fund in any individual investment.] The investment guidelines described above outlines the general strategy and investment approach of the Fund and, given the evolving nature of this investment landscape, may change at any time without notice to or consent from any Limited Partner. Investment Process We maintain a deal screening process and collaborate with top-tier VCs during the evaluation of potential investment targets. In addition to a comprehensive review of the lead VC's diligence, our in-house due diligence process evaluates investment opportunities based on the Fund's investment strategy, return to investment, and careful understanding of risk. Investments will require majority approval by the Investment Committee. Upon identifying a suitable investment opportunity for the Fund's portfolio, the investment undergoes a thorough due diligence process to evaluate all potential risks as well as returns to investment, and a comprehensive review of the transaction terms, financial data, litigation, and legal structure. Investments will require majority approval by the Investment Committee, which will initially be comprised of Mr. Haba, Mr. Tuan, and up to [three] additional members. S WES-11282936389.4 EFTA00292440  Investment Committee meetings will be held on a weekly basis and otherwise as needed. We will maintain internal memoranda and executive summaries for investment opportunities. which will include the deal structure and transaction overview. Highlights of Andra Team Experience The members of the Andra team (the 'Andra Teamll believe they will be able to create market leading returns based on the following core factors: • Creating a unique investment thesis and approach that addresses structural inefficiencies in the venture investment space; • Ability to identify technology investments with a strong growth profile; • Access to securities across the capital structure of late-stage technology companies at an attractive valuation; • Portfolio construction to capture significant upside while maintaining strong principal preservation quality and diversifying idiosyncratic risks to any individual company; • Operational expertise in scaling multiple technology companies; and • Historical track record of Andra partners in successful exits and generating robust deal flow. Founding Andra Team Haydar Haba, Managing Partner, is our technology enterprise expert. Recognized for his technological vision and expertise in the Internet and Telecom industries, Mr. Haba is a serial entrepreneur with over 20 years of experience building a string of successful companies with disruptive technologies that have generated billions of dollars in revenue. Mr. Haba founded and built IntelePeer. Telco 214, and others from inception to exit, raising millions of dollars in Venture Capital. Mr. Haba is known internationally as an innovative and revolutionary force within the Internet and Communications industries. His deep knowledge and opinions on global cloud-based platforms and technologies have been featured in print and broadcast media. Mr. Haba has completed Ph.D. coursework in Electrical Engineering and holds Bachelor of Science and Master's degrees from Florida Institute of Technology. He maintains several patents to his name. Ting Louie, Managing Partner. Technology Investor, brings deep experience in sourcing and executing investments in the technology sector. Most recently Mr. Louie managed investments and transactions for a multi-billion dollar family office and holding company. Mr. Louie brings extensive experience as a venture capital partner and technology investment banker. Mr. Louie was a general partner at SE Ventures and senior director of business development and investments for the NASDAQ Private Market and Sharespost. Mr. Louie also held senior positions with Deutsche Bank, Jefferies & Company, and PricewaterhouseCoopers. Mr. Louie has a Master of Business Administration degree from the University of Southern California and Bachelors in Economics from Occidental College. Paul Tuan, Managing Director, has over 10 years of investment banking and entrepreneurial experience and worked for firms including White Oak. Jefferies, Bank of America Merrill Lynch, MVP Capital, and US Bancorp. His experience includes mergers and acquisitions, capital raises, public bond offerings, and private placement transactions for technology, renewable energy, and general infrastructure companies. Paul graduated from University of California, Berkeley with a Bachelors of Arts degree in Economics. Roman Glukhovsky, Partner, has over 20 years of experience in public and private capital markets. Roman started his career in technology investment banking having worked at Lehman Brothers, Banc of America Securities and Morgan Stanley. More recently he worked at Kernel Capital, a Silicon Valley venture capital fund with a focus on B2B enterprise software. Some notable co-investors include Kleiner Perkins. Founders Fund. SGE, 500 Startups, Microsoft & Motorola. As a part of his work at Kernel Capital, Roman served as a Board of Director, CFO and Treasurer to selected companies in the fund's portfolio. 'The backgrounds of the members of the Andra Team and examples of investments and startups are shown for informational purposes only and because members of the Andra Team expect to utilize prior knowledge and experience to invest in late-stage technology companies as part of the investment strategy. Past performance should not be relied upon for any reason and is not indicative of future results. Additional information regarding experience of the members of the Andra Team is available upon request. 6 WEST1282936389.4 EFTA00292441 The SVCs Simultaneously with the offering of the Interests, an affiliate of the General Partner, Andra Capital Tokens Inc., a British Virgin Islands business company (the "Token Issue?), will offer for purchase by qualified investors a series of ERC20-based smart contract digital tokens, each representing an indirect fractional non-voting economic interest in the limited partnership interest in the Fund, up to an aggregate principal amount of USD 1 billion (each such digital token, a "Silicon Valley Coin" or "SVC). The offering of the SVCs (the "SVC Offering") will be conducted pursuant to a separate private placement memorandum (the "SVC Memorandum'). References herein to the "Fund' shall refer collectively to the Fund and the Token Issuer unless the context indicates otherwise. Purchasers of Interests pursuant to the offering set forth in this offering memorandum will be entitled to exchange all of their Interests for SVCs with an aggregate net asset value equal to the net asset value attributable to the Interests being exchanged as of the date of such exchange. Media Coverage On or about April 30, 2018, various media sources published a news article from Reuters regarding the Fund (the "Article"). The Article contained material misstatements of fact that must not be relied upon by any prospective purchaser of Interests. First, the Article misstated that the Fund "raised $500 million in funding." This was a misstatement because, on the date of the Article, the Issuer and the Fund had not consummated the sale of $500 million of SVCs, pursuant to SAFTs or otherwise. Next, the Article misstated that "Andra's coin can be immediately sold following the initial issuance? This was a misstatement because the SVCs can only be offered, sold, and transferred in full compliance with applicable laws, the Transfer Restriction, and the Transfer Prerequisite. Further, the Article misstated that "Andra has created 1 billion coins? This was a misstatement because, on the date of the Article, the Issuer and the Fund had not yet created the SVCs. Finally, the Article misstated that "Andra will hold a public offering of the tokens in the summer." This was a misstatement because the Issuer and the Fund never intended to do a public offering. This Offering is a private placement of securities, which is exempt from registration under Rule 506(c) of Regulation D under the Securities Act, Regulation S under the Securities Act, and other applicable securities laws. In order to correct such misstatements, the Issuer issued a corrective article on May 3. Pursuant to the subscription agreement completed by each investor, each investor will represent that it has not relied and did not rely on any communication, statement, or document of any kind (other than the Offering Materials [(as defined in the subscription agreement)] and the statements therein) in connection with any investment decision related to purchasing and/or acquiring the Interests, including, but not limited to, (A) any communications or statements on any social media platform made by the Company, its affiliates, or unaffiliated third parties, and (B) any news articles, blog posts, podcasts, or other third party publications. Placement Aaents The Fund has engaged US Capital Global Securities, LLC ("US Capital) to act as lead placement agent for the Offering. US Capital is entitled to receive placement agent fees equal to three percent (3%) of the investment proceeds received by the Fund attributable to US Capital's services. US Capital is registered with FINRA. The Fund may engage other placement agents from time to time to provide placement agent services for the Offering. US Capital will manage any such additional placement agents on behalf of the Fund and will be entitled to receive a portion of any investment proceeds received by the Fund attributable to such additional placement agents' services. 7 WEST1282936389.4 EFTA00292442  SUMMARY OF PRINCIPAL TERMS This Summary of Principal Terms summarizes the principal terms of an investment in the Interests and is subject to, and qualified in its entirety by reference to. the definitive agreements of the Fund. Such definitive agreements will be provided to a purchaser prior to the acceptance of any purchase of Interests. To the extent that the terms of this summary are inconsistent with or contrary to the terms of the definitive agreements. the terms of the definitive agreements control. This Summary of Principal Terms does not constitute a commitment, a contract to provide a commitment. or an offer to make an investment in the Interests on these or any other terms. This Summary of Principal Terms is confidential and may not be distributed or reproduced without the prior written consent of the Manager. Authorized offerees should read the definitive agreements of the Fund carefully before making any investment decision regarding the Interests and should pay particular attention to the information herein, including in particular the information provided under the heading "Conflicts of Interest." In addition, you should consult your own advisors in order to understand fully the consequences of an investment in the Interests. Fund Andra Capital Fund LP, an open-end investment fund formed as a Cayman Islands exempted limited partnership. Interests Currently the Fund intends to offer one class of limited partner interests (the "Interests," and each holder thereof, a 'Limited Partner"). In the future, the General Partner may, acting in its capacity as general partner of the Fund, in its sole and absolute discretion, create, add or divide the assets of the Fund into additional classes, tranches or series of Interests having different business terms than the terms set forth in this Summary of Principal Terms. The terms of any such additional classes, tranches or series of Interests may be described in special supplements to this Summary of Principal Terms or separate agreements with certain purchasers. The General Partner and the Andra Managers LLC, a Cayman Islands limited liability company (the "General Manager Partner"), shall act as the general partner of the Fund. The General Partner has day- to-day responsibility for managing all aspects of the Fund's business and operations. The General Partner intends to delegate investment discretion and certain other responsibilities in respect of the management of the Fund to Andra Capital, LLC, a Delaware limited liability company (the "Manager), pursuant to an advisory agreement. As a result, the Manager is solely responsible for the investment and management of the Fund's assets, subject to the oversight of the General Partner. The Manager has the right to employ investment managers, consultants, attorneys, accountants and other personnel on behalf of the Fund. The Manager is an affiliate of, and ultimately under common control with, the General Partner. Eligible Purchasers Investors must meet certain suitability requirements set forth in the investor's subscription agreement for Interests, including that each investor must represent that it is either (i) not a "U.S. Person" (as defined in Rule 902(k) of the Securities Act or (ii) (A) an 'accredited investor (as defined under Regulation D promulgated under the Securities Act) and (B) a "qualified purchaser" within the meaning of Section 2(a)(51) under the Investment Company Act. Term The Fund will generally continue until a determination by the General Partner that the Fund should commence winding up and be dissolved. Silicon Valley Coins Simultaneously with the offering of the Interests, an affiliate of the General Partner, Andra Capital Tokens Inc., a British Virgin Islands business company (the "Token Issuer"), will offer for purchase by qualified investors a series of ERC20-based smart contract digital tokens, each representing an indirect fractional non-voting economic interest in the limited partnership interest in the Fund, up to an aggregate principal amount of USD 1 billion (each such digital token, a "Silicon Valley Coin" or "SVC'). The offering of the SVCs (the -SVC Offering") will be conducted pursuant to a separate private placement memorandum (the "SVC Memorandum"). Purchasers of Interests pursuant to the offering set forth in this Memorandum will be entitled to exchange all of their Interests for SVCs with an aggregate net asset value equal to the net asset value attributable to the Interests being exchanged as of the date of such exchange. Fund and Investment The Fund's objective is to achieve superior long-term risk-adjusted capital appreciation 8 WES11282936389.4 EFTA00292443  Objective by investing directly in a portfolio of venture-funded technology companies selected by the Manager or its designee. The Fund intends that approximately eighty percent (80%) of the Fund's capital will be used to make un-leveraged investments in leading late- stage, private technology companies, particularly in companies at funding stages Series C and Series D+. The Fund intends that approximately twenty percent (20%) of the Fund's capital will be allocated to opportunistic investments on a discretionary basis which may include investments in proven blockchain companies and earlier stage companies that have demonstrated potential to achieve breakout success. No assurance can be given that the Fund's investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. Use of Proceeds The proceeds from the sale of the Interests offered hereby will be available for the Fund's investment program after payment by the Fund of expenses related to its organization and offering of Interests as set forth herein. Management Fee The Fund will pay the Manager or an affiliate thereof a management fee payable quarterly in advance (the "Management Fee") equal to three percent (3%) per annum of the Net Asset Value of the Fund (calculated as of the beginning of each fiscal quarter). One hundred percent (100%) of all Offering Expenses and Organizational Expenses (as defined below) up to US $500,000 will be offset against Management Fees and will be carried forward if necessary (the "Initial Management Fee Offset"). Thereafter, one hundred percent (100%) of all directors' fees and one hundred percent (100%) of all closing fees, investment banking fees, consulting fees, advisory fees and similar fees (net of expenses) directly relating to the Fund's investments and paid to the Manager, the General Partner or their affiliates will be subject to offset against Management Fees and will be carried forward if necessary. Capita! Accounts A capital account (-Capital Account) will be maintained for each Limited Partner and the General Partner (collectively, the -Partners"). Appreciation or depreciation in the net asset value of the Fund's assets, including investment income and expenses (other than the Management Fee), will be allocated at the end of each Fiscal Period among the Capital Accounts of the Partners in proportion to the relative values of such Capital Accounts as of the commencement of such Fiscal Period (as defined herein). The portion of the Management Fee determined by reference to any Limited Partner shall be allocated to the Capital Account of such Limited Partner. A 'Fiscal Period begins on the day immediately following the last day of the preceding Fiscal Period and ends at the close of business on (i) the last Business Day of each [calendar quarter), (ii) the date immediately prior to the effective date of the admission of a new Limited Partner or an increase in a Limited Partner's capital contribution, (iii) the effective date of any withdrawal by a Limited Partner, (iv) the effective date of any distribution to a Limited Partner, (v) the date when the Partnership dissolves or (vi) any other day determined by the General Partner in its sole discretion. Allocation of Profit and Loss At the end of each Fiscal Period, any net capital appreciation or net capital depreciation will be allocated to the Capital Accounts of all of the Partners (including the General Partner) in proportion to their respective opening capital accounts for the period. At the end of each [fiscal year] of the Fund, and upon the effective date of any withdrawal by a Limited Partner, 20% of the excess of the net capital appreciation allocated to a Limited Partner's Capital Account for such fiscal year or for such fiscal year to date (in each case less any amounts previously allocated to the Capital Account of each Limited Partner in such fiscal year) over the Management Fee (as defined below) debited to such Limited Partner's capital account for such year (less any Management Fee previously debited to such Limited Partner's Capital Account in such fiscal year) will be reallocated to the Capital Account of the General Partner (the "Incentive Allocation"). At the discretion of the General Partner, the Capital Accounts of the General Partner, the employees of the Manager and their spouses and children will not be debited for the Incentive Allocation. 9 WES-11282936389A EFTA00292444  Distributions Amounts available for distribution as a result of a realization in the Fund's portfolio (each, a "Realization", and any such amounts, net of all applicable taxes, fees, expenses and reserves (such reserves not to exceed thirty percent (30%) of the gross proceeds of such Realization), 'Distributable Proceeds") will be divided among the Limited Partners participating in the realized investment (including the General Partner and the Manager to the extent of their respective Interests) pro rata in proportion to each of their respective Capital Accounts. Distributable Proceeds apportioned to Limited Partners affiliated with the General Partner and the Manager who are not subject to Incentive Allocation will be distributed to them and will not be subject to the waterfall below. Each other Limited Partner's share of Distributable Proceeds will be further divided and distributed in the following amounts and order of priority: (iv) First, one hundred percent (100%) to such Limited Partner until it has received an aggregate amount of Distributable Proceeds equal to the aggregate amount of capital invested by such Limited Partner in all realized portfolio investments to date; (v) Second, one hundred percent (100%) to the General Partner until the General Partner has received twenty percent (20%) of all Distributable Proceeds paid to such Limited Partner to date, and (vi) Third, eighty percent (80%) to such Limited Partner and twenty percent (20%) to the General Partner. Subscriptions The Fund may admit new limited partners and accept subscriptions or additional subscriptions for Interests on a (quarterly basis), provided that the General Partner, in its sole discretion, may accept subscriptions and admit new Members at any other time and/or reject subscriptions without having to assign any reason therefore (each, a "Subscription Date"). Withdrawals Commencing upon the expiration of the (sixty (60) month] period following a Subscription Date on which a Limited Partner subscribed for Interests (the "Lock-Up Period"), such Limited Partner will have the right to request a partial or total withdrawal of such Interests (i) at the end of the calendar year, or (ii) on such other dates as determined by the General Partner in its sole and absolute discretion (each, a "Withdrawal Date"). A withdrawal request must be received by the General Partner at least ninety (90) days prior to a Withdrawal Date ("Withdrawal Deadline"). (The Fund intends to make withdrawal payments in cash as soon as practicable (generally not more than thirty (30) calendar days) after the Withdrawal Date, except in certain unusual circumstances.] No withdrawal of less than all of a Limited Partner's Interests will be made unless the remaining balance of such Limited Partner's Capital Account (including proceeds attributable to Interests still subject to a Lock-Up Period) is valued at an amount equal to at least (S.]. If sufficient cash is not available to process all requested withdrawals, as determined by the General Partner in its sole discretion, the Fund will withdraw the Interests of all