Exigent SpaceX Holdings LP - Term Sheet.pdf

STRICTLY CONFIDENTIAL EXIGENT SPACEX HOLDINGS LP SUMMARY OF KEY INVESTMENT TERMS This Summary of Key Investment Terms (“Summary”) summarizes the expected prin...

STRICTLY CONFIDENTIAL EXIGENT SPACEX HOLDINGS LP SUMMARY OF KEY INVESTMENT TERMS This Summary of Key Investment Terms (“Summary”) summarizes the expected principal terms of an investment in EXIGENT SPACEX HOLDINGS LP (the “Fund”). This Summary is qualified in its entirety by reference to the Fund’s Limited Partnership Agreement and the Subscription Agreement (the “Fund Agreements”) relating to the purchase of an interest in the Fund. The Summary is being furnished to prospective investors on a confidential basis so that they may consider an investment in the Fund. By accepting this Summary, the recipient acknowledges and agrees that it will maintain the information contained herein or provided in connection herewith in the strictest of confidence and will not, in any circumstance whatsoever, share or reproduce this Summary or such information to any other person without the prior written consent of the Manager. This Summary does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. The Fund Exigent SpaceX Holdings LP, a Delaware Limited Partnership Estimated Closing August 15, 2024 Investment Objective The Fund has been formed as a limited partnership with the sole purpose of acquiring privately placed securities, either directly or indirectly, of Space Exploration Technologies Corporation (the “Portfolio Company” or “SpaceX”). Estimated Pre-Money Value $210,000,000,000 of the Portfolio Company Manager Exigent Capital Group Ltd (“Manager”) will be the Manager of the Fund. The Manager will exclusively manage and control the affairs of the Fund and will have the authority to act on behalf of the Fund and to bind the Fund in all matters. Fund Investors Investors in the Fund (“Limited Partners”) shall consist of institutions, companies and individuals who are “accredited investors” within the meaning of the U.S. Securities Act of 1933, as amended. Investors must also be “qualified clients” within the meaning of the U.S. Investment Advisers Act of 1940, as amended, and “qualified purchasers” as defined in the U.S. Investment Company Act of 1940, as amended. Minimum Investment Unless the Manager otherwise consents, the minimum capital commitment for a Limited Partner shall be $1,000,000. Management Fee 2% per annum  STRICTLY CONFIDENTIAL Performance Fee 20% of net profits Fees in General In the event that the Fund invests indirectly in the Portfolio Company, it is the intention that the Limited Partners will pay a single layer of Management and Performance Fees. Expenses The Fund shall reimburse the Manager for operating expenses of the Fund, including its organization and all legal, accounting, tax, consulting and other professional services fees related to the Fund and its activities. Term The Fund’s term will continue until the Manager decides to terminate the Fund, unless terminated earlier upon certain events in the Fund Agreement. Tax and ERISA Investment in the Fund generally is open to sophisticated institutional investors, Considerations including pension and other funds subject to the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Investors subject to ERISA will be required to make certain customary representations or provide assurances so that the Manager may determine compliance with ERISA’s provisions. It is recommended that legal counsel be consulted by plan fiduciaries or other tax-exempt investors before investing in the Fund. Investor Reports To include:  Annual audited financial statements  K1 tax reports  Semiannual calls with the Manager Service Providers To include:  PwC (audit/tax)  Loeb & Loeb (legal) Risk Factors An investment in the Fund involves a high degree of risk and should be considered only by sophisticated investors. There can be no assurance that Limited Partners will receive a return of capital. A more complete list of Risk Factors will be contained in the Fund Agreements.