—Indicative terms

Share sale on the four-tier ladder.

Existing equity transfers from current holders to Kai. Cash flows to seller; entity cap structure is unchanged. Deferred payment funded from forward distributions on Tiers 2 to 4.

Key termsIndicative

Shares offered: Tier-dependent. Tiers 1 to 3: up to 33% of HoldCo's economic interest at the selected scope. Tier 4: up to 37.5% of Causara on a fully diluted basis.
% of company: Maximum 37.5% of Causara (Tier 4); maximum 33% of HoldCo's GPU fund economics at the selected scope (Tiers 1 to 3).
Indicative price: USD 0.5M (Tier 1, cash only) to USD 15M (Tier 4, USD 5M cash plus USD 10M deferred over 7 years).
Valuation basis: Probability-weighted discounted cash flow on GP economics, calibrated to industry GP stake benchmarks (Petershill, Blue Owl Capital, Bonaccord Capital Partners). Tier valuations represent 16% to 37% of risk-adjusted NPV.
Seller: Existing Causara equity holders (share sale, no new issuance). Cash flows to seller; entity cap structure is unchanged.
Lockup: 24 months on residual stake after the deferred payment window closes (3 years for Tier 2, 5 years for Tier 3, 7 years for Tier 4).
Drag / tag: Drag at >=75%, tag at >=10%. Both apply to Causara-level transfers for Tier 4 and HoldCo-level transfers for Tiers 1 to 3.
ROFR: Right of first refusal to existing Causara holders, 30-day notice period on any third-party transfer.
Process type: Bilateral negotiation, single counterparty (Kai Golden). No competitive process.
Exclusivity: 30 days from tier selection to signing of definitive documents.
Timeline: Tier selection and deferred mechanic election within 30 days. Share sale closing within 30 to 90 days. First distributions from Series A SPV 1 begin to settle deferred balances thereafter. HUMAIN scaling decision (binary on Phase 2 and Phase 3) expected within 12 to 18 months post-POC.

Disclaimer

This memorandum is strictly confidential and prepared exclusively for Kai Golden in connection with discussions regarding a potential equity stake in the Causara platform. It does not constitute an offer to sell or a solicitation of an offer to buy any security, partnership interest, or other instrument. Distribution, reproduction, or disclosure to any other party is prohibited without the prior written consent of Causara. The information herein has been prepared by Causara and reflects the best information available as of the date of issue. Forward-looking statements, including probability-weighted return projections, HUMAIN realisation probabilities, Global Pipeline deployment estimates, and IRR sensitivities, are subject to material uncertainty and may differ materially from actual outcomes. The contribution matrix described herein is agreed in principle among CEI, Hydra Capital, and Kardeshev Capital but remains subject to confirmation in the definitive General Partner economics terms. Any decision to proceed with the proposed transaction should be made on the basis of definitive transaction documents, independent legal and financial advice, and the recipient's own diligence.

Next step

Stress the assumptions, or reconsider the tier.

Reconsider tier Run the model Data room