AfterWork Ventures

Information Memorandum

May 2021

www.gtlaw.com.au Important Information

Issuer Memorandum must seek advice on, and This Information Memorandum dated 31st May comply with, any such restrictions. 2021 has been prepared and issued by Any person who receives a copy of this AfterWork Ventures Pty Ltd ACN 650 085 251 Information Memorandum in circumstances (as authorised representative under AFSL where receipt of this Information Memorandum reference number 508011, being 001288519) is unlawful or unauthorised or requires the (the Manager) to provide background Manager to take any additional steps, including information for persons considering applying registration, must not accept the copy of the for interests in the AfterWork Fund III (the Information Memorandum and must Fund). immediately return it to the Manager. Any failure to comply with restrictions on receipt or distribution of this Information Memorandum Terms of receipt of this document may constitute a violation of applicable This Information Memorandum is supplied securities law. personally to the recipient on the conditions set out below. The recipient’s acceptance of these conditions is evidenced by its retention of this Independent advice required document. If these conditions are not In preparing this Information Memorandum, the acceptable, the recipient must return the Manager has taken no account of the Information Memorandum immediately. investment objectives, financial situation and particular needs of any particular person, and prospective investors must not construe the Not an offer of securities or financial contents of this Information Memorandum as products tax, legal or financial product advice. Before The provision of this Information Memorandum making any decision to invest in the Fund, to any person does not constitute, and may not prospective investors should: be used for the purposes of, an offer of ● seek and rely on their own professional securities or interests of any kind to that advice, in particular by obtaining person or an invitation to any person to apply appropriate tax, legal, financial and for the issue of securities or interests of any investment advice in light of their own kind. Any such offer or invitation will only be circumstances; and extended to a person if the person has first satisfied the Manager that such person is a ● conduct their own independent Wholesale Investor (as defined in the investigation and analysis regarding any Glossary) and would not contravene any information contained in this Information applicable law. Memorandum.

Confidentiality and distribution of this Information given in this document or document otherwise This Information Memorandum and any other The Manager, the Fund Entities (as defined in information provided in connection with this the Glossary) and each of their respective Information Memorandum are confidential to affiliates, related bodies corporate, officers, the Manager. It is provided to prospective employees, advisers, agents or associates: investors for the sole purpose of considering ● do not warrant or represent the origin, an investment in the Fund and must not be validity, accuracy, completeness or copied, supplied, disseminated or disclosed by reliability of the information contained in any recipient to any other person (other than this Information Memorandum (or any an employee or professional adviser of the accompanying or subsequent recipient who is bound to keep it confidential), information), and do not accept any without the Manager’s prior written consent. responsibility for errors or omissions in The distribution of this Information this Information Memorandum (or any Memorandum in jurisdictions outside Australia accompanying or subsequent may be restricted by law. Persons who come information); into possession of this Information ● disclaim and exclude all liability for all losses, claims, damages, costs and

page | 1 expenses of any nature arising out of or characteristic of the investments described in in connection with this Information this Information Memorandum, for the entire Memorandum (or any accompanying or term of the Fund. subsequent information); In particular, the attention of prospective ● do not have an obligation to advise any investors is drawn to the risk factors set out in person if any of them becomes aware of section 12 of this Information Memorandum. any inaccuracy in, or omission from, this Information Memorandum (or any Constituent Documents accompanying or subsequent information); and This Information Memorandum contains a summary and description of certain features of ● notwithstanding the above, do not the Fund. Any information provided in this exclude any condition, warranty or right, Information Memorandum and in any other the exclusion of which would contravene document or communication is subject to the the Australian Competition and constituent documents for the Fund, including Consumer Act 2010 (Cth) or any other the Limited Partnership Deed, Trust Deed, applicable law. Umbrella Deed and each Subscription Deed, Past performance of the Manager, the Fund which contain the details of the rights and Entities or any of their respective affiliates, obligations of investors in the Fund. To the related bodies corporate, officers, employees, extent there is any inconsistency between this advisers, agents or associates is not Information Memorandum and the constituent necessarily indicative of future results. In documents of the Fund, the latter prevail. addition, certain information in this Information Memorandum may constitute forward-looking statements. All statements of opinion or belief, Supplementary information all views expressed and all projections, The Manager may in its absolute discretion forecasts or statements relating to update or supplement this Information expectations regarding future events or the Memorandum at any time. Such further possible future performance of the Fund, any information is provided under the same terms prior fund or any portfolio company, represent and conditions as this Information the Manager’s assessment and interpretation Memorandum. of information available as at the date of this Information Memorandum. No representation is made or assurance given that such Currency statements, views, projections or forecasts are All dollar amounts in this Information reasonable or correct or that the objectives or Memorandum are quoted in Australian dollars, prospective returns of the Fund, any prior fund unless otherwise stated. or any portfolio company will be achieved. Certain of the information contained in this Information Memorandum has been obtained Glossary from published sources prepared by other Certain expressions used in this Information parties and no responsibility is assumed for the Memorandum have defined meanings which accuracy or completeness of such information. are explained in section 14 (Glossary). In addition, all industry and market data has been sourced from research of the Manager, unless otherwise indicated.

Risk An investment in the Fund should be regarded as speculative and will involve significant risks, due to the nature of the investments the Fund intends to make. The Fund is not a suitable investment for persons unable to sustain a loss of all or part of the sum invested or who require certain or predictable income flows. Investors should have the financial ability and willingness to accept the risks and lack of liquidity which are

page | 2 Contents Page

Executive Summary 5

AfterWork Team 6 Management and Investment Committee 6 Investment and operations team 6 Leverage through the AfterWork Community 7

Track Record 9 Operational experience 9 Investment experience 9

Market Opportunity 10 The ANZ opportunity 10 Funding gap at the earliest stages 10 Availability of funding at the later stages 10

Investment Approach 11 Deal sourcing 11 Decision making process 12 Earning the right to invest in most competitive rounds 12 Portfolio support 12 Approach to portfolio liquidity 13

Investment Strategy 14 Investment mandate 14 Where this leads us 14 Investment principles 14 Timing matters 16 Exceptions 16

Portfolio Construction 17 Portfolio diversification 17 Geographies 17 Investment size 17 Follow-on opportunities 17 Leading and following investment rounds 18 Valuation and terms 18 Liquidity for investors 18 The early stage return profile 18

Structure of the Fund 19 Trust 19

Taxation 20 Disclaimer 20 Classification of the Fund 20 Taxation of the Fund 21 OUT 23 PTT 23

page | 3 GST 23 Stamp duty 24

Conflicts of interest 25

Key terms 26

Risk factors 31

Jurisdictional considerations 34 Australia 34 New Zealand 34

Glossary 36

Contact details 38

Appendix I 39 Fund I 39 Fund II 48

page | 4 1 Executive Summary

AfterWork Ventures is a community-powered VC firm making pre-seed and seed stage investments in Australian and New Zealand startups.

Our community is rallied around a shared mission to invest in, and provide ‘in the trenches’ support to the next generation of iconic ANZ tech companies. We want to partner with founding teams on their long, arduous, and often-unglamourous journey from anomaly to icon.

By doing this we aim to deliver strong returns for our investors.

Over the past 4 years, Afterwork Ventures has invested in over 30 companies across 2 funds. Fund I (2017 vintage) was entirely the AfterWork founders’ own money, comprising 13 unique investments of which 3 are IPO bound; the average uplift in valuation since investment for portfolio companies in Fund I is 5.2x. Fund II (2019 vintage) was a ‘proof of concept’ fund raised from the partners immediate professional networks. Fund II has made 22 unique investments of which 4 portfolio companies have undergone uprounds and 5 are tripling revenue year on year since investment.

AfterWork Ventures is now raising AfterWork Fund III, our first professional fund. Through this fund we intend to invest in 80 - 120 unique startups in Australia and New Zealand as well as abroad.

The investments will be led and managed by the following AfterWork investment partners, who will also comprise the Investment Committee:

● Dave Insull - Partner and co-founder of AfterWork Ventures, previously early investor and employee at globally recognised brands 90 Seconds and Cover Genius.

● Adrian Petersen - Partner and co-founder of AfterWork Ventures, Australian General Partner at international VC firm The Fund, previously management consultant at Bain and Company and mentor at global accelerator Techstars.

● Alex Khor - Partner and co-founder of AfterWork Ventures, previously management consultant at McKinsey and Company and academic researcher in advanced mathematics and applied machine learning techniques.

● Mike Forster - Venture Partner and co-founder of AfterWork Ventures, concurrently Director of Digital and Data Analytics at KFC Global, previously co-founder of TPG backed UK based start-up Onfido.

● Adam Smith - Venture Partner and co-founder of AfterWork Ventures, concurrently Director at Mizuho, previously investment banking roles at Morgan Stanley and Credit Suisse.

The partners are supported by Investment Manager & Head of Community Jessy Wu, and Creative Director Annabel Acton.

Beyond the core team, AfterWork is supported by a community of top-tier founders, operators, investors, and professionals spanning a range of industries and functions across Australia, New Zealand, and internationally. Community members are also investors in the Fund, aligning financial incentives around our shared mission. In pooling its diverse skills, functional knowledge, and networks, the community allows us to punch well above our weight in the quality of our dealflow, the incisiveness of our due diligence, and the breadth of support we provide to our portfolio companies.

Fund III provides an opportunity for investors to join AfterWork and our growing community as we invest in and support the next generation of iconic Australian and New Zealand tech startups.

page | 5 2 AfterWork Team

2.1 Management and Investment Committee

Investments will be led by the investment partners, who will also initially comprise the Investment Committee: Dave Insull; Adrian Petersen; Alex Khor; Mike Forster; and Adam Smith.

Dave Insull (Partner): Dave is a co-founder and Partner at AfterWork Ventures. Dave began his career as a commercial lawyer, before becoming an early investor and team member at 90 Seconds, a cloud-based crowdsourced video production company. In the space of 10 months, Insull helped to grow 90 Seconds from $0 to $1m per month in revenue; 90 Seconds then attracted VC backing in a Series A round led by Sequoia Capital. Dave was then an early employee at Australian headquartered InsurTech Cover Genius, where he led Sales and Partnerships and helped grow the business to $200m in annual gross written premium. Dave currently resides in Hawkes Bay, New Zealand where he leads our NZ investment deal flow and sourcing.

Adrian Petersen (Partner): Adrian is a co-founder and Partner at AfterWork Ventures. Additionally, Adrian is one of four Australian General Partners at The Fund, an operator-backed early stage VC fund with chapters across the world. Prior to co-founding AfterWork Ventures, Adrian was the founder of veri.vote, a blockchain-powered electronic voting system. Adrian has also worked as a management consultant at Bain and Company, was an investment banker, and a mentor at Techstars - a global accelerator invested in over 1600 companies.

Alex Khor (Partner): Alex is a co-founder and Partner at Afterwork Ventures. Prior to this, he was a management consultant at McKinsey and Company, specialising in the Digital and Analytics practice, advising global companies on major digital transformations and the growth of digitally-powered business units. Prior to joining McKinsey, Alex completed a graduate degree in advanced mathematics and applied machine learning techniques at the University of Western Australia.

Dave, Adrian, and Alex will be full-time Partners, managing the day-to-day investment processes and other operations. Adrian Petersen will also hold a part time (1 day per week) General Partner role at US based venture fund The Fund. This is highly complementary to Adrian’s role at AfterWork, assisting with proprietary deal flow and ecosystem relationships both in ANZ and globally.

Mike Forster (Venture Partner): Mike is a co-founder and Venture Partner at AfterWork Ventures. Currently, Mike is the Director of Digital and Data Analytics at KFC Global. At KFC, Mike has led a team which has doubled the growth of KFC’s ecommerce channels every year for the past 5 years. Prior to KFC, Mike was on the co-founding team of Onfido, an ID verification and facial biometrics startup that has recently raised a £100m Series E round led by TPG. Mike met his Onfido co-founders at the University of Oxford, from which he holds a BCL (Hons). Mike currently resides in Sydney, Australia.

Adam Smith (Venture Partner): Adam is a co-founder and Venture Partner at AfterWork Ventures. Adam is currently a Director at Mizuho, and has spent 11 years in investment banking roles at Morgan Stanley and Credit Suisse, across Sydney, Hong Kong, and London. Adam is currently residing in London, UK.

Mike Forster and Adam Smith will play the role of Venture Partner. These are part time roles and unsalaried but incentivised through carry. They will source and lead investments. If total funds under management for AfterWork Fund III exceeds $50m, Mike Forster will join the team in a full time capacity as a Partner.

2.2 Investment and operations team

In addition to investment execution, the team will also be responsible for developing the AfterWork management company (i.e. building community, growing AfterWork brand, building co-investor relationships, managing the infrastructure that allows community members to support portfolio companies).

page | 6 We have built a team with the intention for them to be long-term contributors to AfterWork Ventures, and have been intentional in creating career pathways and incentive structures conducive to this end. AfterWork Ventures strongly believes in investing management fees into building a world-class team and incentivising employees through carry, even if at the expense of higher partner salaries / carry. We believe attracting strong talent and building the strong foundations of a management company is the best way to deliver returns for investors, and build a lasting fund.

Jessy Wu (Investment Manager and Head of Community): Jessy has been a Fellow of AfterWork Ventures since August 2020, alongside her role in the investment team of NAB Ventures: the $100m corporate VC fund of the National Australia Bank investing in Series A - Series D+ companies where there are opportunities for mutually beneficial strategic partnerships with the Bank. Jessy is also a keen community builder: she is currently the Director of People and Culture at the Good Data Institute, a volunteer network of ANZ’s best data practitioners, using their skills to support NFPs on data analytics projects. Outside of work, Jessy is a Lifeline Telephone Crisis Supporter and part of the inaugural On Deck Community Builders fellowship. Jessy currently lives in Sydney.

Annabel Acton (Head of Growth / Creative Director): Annabel is a Senior Partner at Kin Group, a large Australian family office, where she focuses on helping portfolio companies find growth. Annabel will retain this role at Kin, and work part time to grow AfterWork’s brand through creating engaging, value-adding content to demystify early-stage VC investing and support the early-stage ecosystem. Annabel has spent most of her career as an Innovation Strategist, working across the UK and the US, and writing on innovation for Forbes and Inc. magazines. Annabel is also the founder of Never Liked It Anyway, an e-commerce platform for selling artefacts from past relationships, which Annabel successfully diversified into both a book (published 2017) and a retail product, with a TV show in development. Bella currently lives in Melbourne.

Going forward, the AfterWork community provides a strong source of diverse operational and investment talent. The community constitutes a strong pipeline for future hires; working alongside community members gives us the opportunity to assess investment capabilities as well as cultural fit.

2.3 Leverage through the AfterWork Community

AfterWork Ventures is a community-powered VC fund. Our community comprises top-tier operators from Australia and New Zealand’s best startups, in addition to other professionals spanning a range of industries and functions.

The community is rallied around a shared mission to invest in, and provide ‘in the trenches’ support to the next generation of iconic ANZ tech companies. Community members are also investors in the Fund, aligning financial incentives around our shared mission.

In pooling its diverse skills, functional knowledge, and networks, the community allows us to punch well above our weight in the quality of our dealflow, the incisiveness of our due diligence, and the breadth of support we provide to our portfolio companies.

Deal flow

Our community comprises founders, operators, or investors in what we consider to be some of the best companies in the ecosystem. Community members are deeply embedded in the startup ecosystem, and bring proprietary, pre-qualified dealflow from their own networks; frequently these are exceptional founders who aren’t raising on the open market.

Decision making

The AfterWork community brings together a diversity of perspective sorely missing from most investment teams and committees. Industry experts can help us accelerate to a robust understanding

page | 7 of the attractiveness of given opportunity spaces, and identify the ‘best-in-category’ players in each. Functional experts are able to help us dissect different dimensions of businesses: go-to-market, sales, hiring, and more. Together, our community is able to drill into the issues at the heart of investment decisions more quickly and with greater acuity than any individual investor can.

Earning the right to invest

As the sources of funding for early-stage (i.e. pre-seed and seed stage) VC increases, the best founders have their ‘pick’ of investors. As a result, early stage investors must demonstrate they can be value-adding beyond their capital. Access to a collective of diversely talented operators who are willing to roll up their sleeves to provide hands-on support across a range of functions has earned us the right to participate in the most competitive rounds.

Portfolio support

Early stage startups, even those led by highly credentialed and visionary teams, are still fragile. Founders are spread thin across functions that may be unfamiliar to them, and lean startup budgets don’t usually allow founders to hire for experienced functional executives. The AfterWork Ventures platform connects early-stage founders to top-tier operators who can provide both high-level guidance and in-the-weeds support; and in doing so, gives startups a better chance of success.

page | 8 3 Track Record

AfterWork Funds I (2017 vintage) and II (2019 vintage) have yet to reach maturation (most early stage venture funds take 6 years to stabilise in performance). However, many of the investments from Funds I and II are on a strong growth trajectory, and three significant liquidity (IPO) events are expected from Fund I companies in 2021.

Our team’s track record includes their own operational experience, as well as their collective investment experience.

3.1 Operational experience

Dave Insull (Partner) and Mike Forster (Venture Partner) both have significant experience building and scaling high-growth technology companies. Dave was an early investor and team member of video production company 90 Seconds and early employee at Australian InsurTech Cover Genius whilst Mike co-founded ID verification and facial biometrics startup Onfido.

Having been part of these journeys from Day 1, Dave and Mike understand the trials and tribulations of being early-stage founders, and are able to recognise characteristics of successful companies in their nascent stages.

3.2 Investment experience

Over the past 4 years, Afterwork Ventures has conducted due diligence on over 1000 companies across a broad array of sectors, and invested in 3% of the opportunities they reviewed.

AfterWork Fund I was entirely the AfterWork founders’ own money, and includes opportunities the partners were exposed to through their status as team members of Cover Genius and Onfido. Of these, 3/13 investments are IPO bound. The average uplift in valuation since investment for portfolio companies in Fund I is 5.2x.

AfterWork Fund II was a ‘proof of concept’ fund raised from friends and family. 22 investments have been made from this fund. Fund II is still within its investment period and thus fund performance is yet to be determined, however 4 portfolio companies have undergone uprounds and 5 are tripling revenue year on year since investment.

Our rationale for investment and Fund I and II portfolio performances are summarised in Appendix I below.

page | 9 4 Market Opportunity

4.1 The ANZ opportunity

We believe Australia and New Zealand are on the cusp of a tidal wave of incredible startups being founded. This is because the collision of the following forces is imminent and that the energy that will be created when these ‘waves’ crash into one another will be a sight to behold. In our opinion, the momentum of the last 10+ years of ANZ tech has potential to result in the following:

● The ‘first generation’ of successful technology companies (e.g. Atlassian, Xero, Afterpay, Vend, Canva) will have incubated a generation of talented operators, who’ve seen the inner workings of a tech company as it scaled and became truly world-class;

● Liquidity events (e.g. IPOs or secondary scales) will put money in the pockets of these operators, giving them the freedom to work on their own projects and found their own companies;

● The talent and know-how that exist in the ecosystem means startups can hire the talent they need to build best-in-category products, and scale at-pace;

● Partially due to the high-profile successes of the aforementioned companies, startups will become the employer of choice for top talent, from graduates through to experienced operators through to senior executives.

In addition:

● From a standing start in 2012, the ANZ VC landscape has grown exponentially. There is well over $10b under management across all the institutional VC funds, meaning that the capital exists to support companies through multiple rounds of funding. Further still, ANZ companies are receiving increasing interest from international VCs.

● Accelerators and other programs which help founders to take their ‘first steps’ have proliferated (e.g. Startmate, Antler, Blackbird’s Giants)

4.2 Funding gap at the earliest stages

Remarkably, there still exists a funding gap at the earliest stages, namely at the pre-seed and seed stages of funding. Although funds under management has grown exponentially, a large proportion of this capital is being deployed into a handful of late-stage companies. As fund sizes grow, the larger VCs are increasingly less able to dedicate time to seed-stage investing, as the amount of capital they’re able to deploy at this stage is definitionally limited. We’ve seen the number of ‘seed’ stage deals decline 64% between 2017 and 2020, from 285 transactions to 1041.

4.3 Availability of funding at the later stages

The corollary of the above is that there is an abundance of funding available for later stage companies, as they reach Series A and beyond. This means later stage funding risk for startups continues to decrease, and in doing so, ensures that the companies backed by early-stage investors can continue to access the capital they need to achieve truly venture scale growth.

AfterWork Ventures has strong working relationships of trust with all the later-stage funds in Australia and New Zealand. We aim to become a strong ‘signal’ to later stage funds of high-quality early stage companies.

1 Crunchbase data: Seed stage classified as angel, seed, and convertible note

page | 10 5 Investment Approach

From Day 1, we are building a moat that secures AfterWork Ventures’ ability to see the best deals, win the right to invest in the most competitive of these, and earn a reputation as the investor of choice for all early stage startups in the region.

5.1 Deal sourcing

Just as we expect our portfolio companies to intentionally grow their top-of-funnel, we are deliberate in improving our most relevant growth metrics: the quantity and quality of deals we see.

Our proprietary, high quality deal flow channels are:

● Community: Our community is deeply embedded in all corners of the startup ecosystem, and refers us to pre-qualified, proprietary deal flow.

● Founder networks: Our existing portfolio founders are promoters of AfterWork, providing strong positive feedback on our investment process and the value we are able to bring post-investment. In addition, many portfolio founders are invested in the Fund and are active angel investors in their own right, and share the best opportunities they come across with us. In addition, our value-adding and highly transparent investment process makes net promoters of founders, even when we don’t ultimately invest. We measure NPS for founders we say ‘no’ to; currently our NPS score for founders we’ve turned down is +89. These founders in turn contribute to inbound dealflow.

● Inbound: We receive strong inbound deal flow. The brand narrative we’ve built around being a community-powered, early-stage VC rallied around running a transparent and value-adding process has resonated strongly in the market. Going forward, we will continue to release differentiated content which builds our brand as approachable, transparent, and value-adding investors, keeping AfterWork Ventures front-of-mind for exceptional founders when they start raising.

Additional high-fidelity dealflow channels include:

● Referrals from co-investors: We have built strong relationships of trust with co-investors in ANZ and globally: from angel syndicates to funds with a later-stage mandate. These co-investors take seriously any deals we recommend, particularly those we’ve committed to investing in. In turn, other early-stage syndicates and funds present pre-qualified opportunities to us to co-invest in, while later-stage funds refer early stage opportunities to us, because they recognise the role we can play in helping these companies mature into a strong later-stage investment for them.

● Accelerators: Afterwork Ventures and many community members are involved in mentoring the major ANZ accelerators (Startmate, Antler, Techstars). They identify the strongest candidates both before, during, and after an accelerator program.

● Outbound: We are developing thematic ‘roadmaps’ across our areas of interest, and formulating informed hypotheses about future opportunities where we’re excited to invest (e.g. the unbundling of social media, companies thinking deeply about building community as a moat). We publicise this as thought leadership, allowing founders to self-identify as fitting into our thematic interests. In addition, we perform deliberate outbound to the most interesting companies that dovetail with our thematic hypotheses.

page | 11 5.2 Decision making process

Our typical due diligence process takes 4 weeks. In this time, we have many meetings to get to know the founder and business well. A partner acts as the deal lead and forms a ‘deal squad’ with community members with the relevant expertise and/or interest. The ‘deal squad’ will, over the course of the due diligence, get to know many team members, interview customers, experiment with the product (where possible), and unpack any financial data available. The squad will collate their findings in an investment memo, which will be presented to the investment committee.

At the investment committee, founders are invited to meet the entire senior investment team. The senior investment team and the deal squad have a final opportunity to ask the founding team questions and dig deeper into any areas of interest or concern.

Members of the investment committee receive one vote each. An investment needs a simple majority (i.e. 3 out of 5) to proceed. The quantum of investment is also decided by a majority vote.

5.3 Earning the right to invest in most competitive rounds

We have a consistent track record of earning the right to invest in highly competitive rounds, even while undergunned. In addition, we earned the right to perform an outsized amount of due diligence relevant to the size of our investments (then $25k). This is because we were able to strongly articulate a value proposition to founders that goes above and beyond our capital:

● Access to a community of top-tier operators and other professionals. Having AfterWork Ventures as an investor means having access to a community of top-tier operators who are willing and able to roll up their sleeves to help portfolio companies. As we build our community of operators over the course of raising Fund III, we will be able to connect portfolio founders to best-in-class operators across all of our target industries. Relevant community members often get involved in the due diligence process, providing founders with a taste of the depth of functional and sector expertise that exists within our network.

● An investment process focused on delivering a superior founder experience. We have invested heavily in developing a ‘founder focused’ investment process, which we’ve codified and set as a standard for all community members involved in any aspect of the investment process - from triaging inbound emails right up to bringing a deal to the investment committee. Our process aims to be value-adding to founders, regardless of whether we end up investing. This process builds strong trust from Day 1, and ensures founders create room on their cap tables for us, even if their rounds become oversubscribed.

● We help founders to complete their rounds. AfterWork Ventures investment is seen as a strong ‘signal’ to other investors, and in multiple instances we’ve successfully helped founders to raise the remainder of their rounds. In one case study, our initial $25k investment in a portfolio company helped to bring an additional $1m across the line. Much of this happened off the back of our investment memo, which we were able to share with prospective co-investors.

5.4 Portfolio support

Post investment, we’re able to support our portfolio in two ways:

page | 12 1. Community of operators. AfterWork Ventures will act as the infrastructure layer between our portfolio companies and the collective of operators in our community. Through an opt-in process, community members are able to make themselves available to portfolio founders, and indicate the functional areas where they’re best placed to provide hands-on support and/or high level guidance / coaching. Connections between community members and portfolio companies will be facilitated by the AfterWork team. 2. Direct mentorship from the AfterWork team. Each partner will build long-term relationships with portfolio founders, and act as sounding boards where required. In the event of a follow-on investment in a portfolio company, our partners will consider taking board seats, and play a greater role in advising certain portfolio companies.

5.5 Approach to portfolio liquidity

The fund life is 12 years (of which the final two years will be fee-free), with an option for three single-year fee-free extensions with the approval of investors whose capital commitments represent at least 75% of Fund’s capital commitments. We expect distributions to be weighted towards the later years of the fund.

We will in general favour building ownership in our best performing companies above interim opportunities to realise liquidity. It’s important we don’t exit our best investments too early, as venture returns follow a power law distribution. For successful outlier companies, we will aim to hold onto our stake for a longer time period, allowing returns ample time to compound over the Fund life.

Whilst it’s difficult to build an enduring company, it is much easier to sell your stake in a great business. Since we are building a large portfolio, we expect some liquidity options to present early in the Fund's life. We will assess liquidity options for individual investments as they arise.

Liquidity may arise through:

● IPO. A company may list on a public exchange. After a period of escrow, the Fund may distribute proceeds of share sales or the underlying stock itself.

● M&A. A strategic buyer (increasingly, technology private equity firms) may acquire part or all of a portfolio company. As a company scales, this path becomes increasingly likely. Some previous AfterWork investments have been courted by larger companies (representing a 3x return on investment), but have elected to maximise shareholder value through continued growth.

● Secondary sale. The Australian secondary market is nascent, but is expected to mature through the Fund's life. Being an early investor in the next generation of outlier companies uniquely positions us to sell our portion in secondary markets. We have already begun developing relationships with secondary funds and later-stage investors so that we can capitalise on these options as the portfolio matures.

● Portfolio secondary sale. The Fund may sell a portion or the entire Fund portfolio to a third party. This style of transaction is becoming more popular in the US and Asia after it was pioneered by large global venture capital firms like NEA and Warburg Pincus. Blackbird led one of the first GP-led secondary transactions in Australia in 2019.

page | 13 6 Investment Strategy

6.1 Investment mandate

Our mandate is to invest in early stage, technology-enabled businesses with the potential to individually return the Fund.

Investing early stage (i.e. at the pre-seed and seed stage) represents the greatest upside potential, albeit with greater risk. We are confident that now is the right time to run full-steam at this opportunity, because of the conditions in the ANZ ecosystem described above. At this stage, every individual company represents a significant degree of risk. We are managing this risk through constructing a diverse portfolio of 80 - 120 companies exposed to all areas of the economy, where each company has the potential to return the whole fund.

Technology-enabled businesses may be seeking to invent new technologies first hand, or may instead be applying the latest breed of technologies to the way they operate with the goal of delivering order of magnitude improvements over the status quo. Practically, businesses may be applying new technologies in the form of product offerings (e.g. data and analytics businesses), distribution channels (e.g. direct to consumer retail), or even in the form of innovative solutions to the problem their customers face (e.g. alternative finance).

Our decision to invest only in businesses with potential to return the Fund is underpinned by our belief in the power law distribution of venture capital returns. It is a reality of early stage investing that only a small minority of portfolio companies are likely to succeed. Where these successes do occur they therefore have an outsized impact on the overall returns for the Fund. Hence we seek to maximise the upside potential of each unique portfolio company at the time of investment.

6.2 Where this leads us

AfterWork Ventures is sector-agnostic. Indeed, we are excited to invest in ‘sectors’ before they become salient (vis-a-vis ‘the sharing economy’ and ‘alternative protein’ in the early 2010s). What is more, instead of seeing companies as falling into ‘sectors’ (i.e. FinTech, MarTech, HealthTech), we prefer to understand companies in terms of the fundamental human needs they provide for.

As we invest over decade-long timeframes, our investment areas and theses will evolve, and we will continuously hunt for the next generation of companies riding waves long before they crest. When we assess opportunities, we don’t wait for conviction to hit us over the head. We know that brilliance comes from non-obvious places, and we’re happy to contort ourselves into a position where we can see the world from the founders’ perspective.

6.3 Investment principles

When an investment opportunity falls into our mandate, we then evaluate the opportunity through the lens of six investment principles. These are the core, universal characteristics that we believe are common across all early-stage companies on a trajectory from anomaly to icon.

Venture scale ambition

We want to back founders who are as ambitious as we are about their companies’ end-state: they have a detailed understanding of who their customers are, how many exist, and how much value their product creates for those customers, and they can describe the vectors of product and geographical expansion that get them to $100m+ in annual revenue. Additionally, they can compellingly articulate how each step in their roadmap strengthens their ability to deliver on the next phase of growth.

Founder / team brilliance

page | 14 We are excited to back maniacally focused founding teams who have thought clearly about the future they’re building and why they're best positioned to execute on their big idea. Traits of founders we love include: big ambition and an ability to rally people around their vision, organisational discipline, a learn-it-all attitude, a deep understanding of the customer they’re building their product for, and a clear spike in one aspect of their skillset. No one person has all these spikes, so we’re particularly excited when early teams have skills that complement each other.

Founders often get all of the credit for a company’s success, and undue attention is focused on them during the due diligence process. We believe that the success of a business depends on all its people, so we want to back founding teams that are assembling formidable operators, all bought into a common mission.

Product differentiation

While we don’t expect early versions of products to be perfect, we admire beautiful crafted products that are intuitive and delightful to use. We like to back founders building products that are truly original, and we want to be excited by the long-term product roadmap.

When we evaluate a product, we consider the speed at which it’s being shipped, the effective prioritisation of features, the thought that’s gone into the way the customer will interact with the product, and the craftsmanship and durability behind the design.

Customer love

The teams we invest in are deeply attuned to their customers’ and users’ day-to-day problems, and are genuinely bought into making their lives better. These teams have a deep understanding of the problem causing their customers pain, and are bringing a fresh and unique perspective to solving it.

In our due diligence, we test for whether founders can clearly articulate the company’s proposition from the customer’s perspective, and whether they make this perspective core to all decisions made at the company. We also test for an understanding of how customers think as they make their purchasing decisions, where they get information from, and what it takes to convince them to purchase the product.

In turn, when we interview a company’s customers during our due diligence process, we want to hear that customers are raving about the product to their friends and family (if it’s in market), or can’t wait to get their hands on it (if it’s not in market), and would be genuinely crushed if it went away.

Perpetual motion

Investments excite us when teams are creating significant progress and momentum with few resources, and we have an opportunity to add fuel to the engine.

The easiest early indicator of a successful business is early momentum. As in physics, momentum has two dimensions: velocity and mass. Early signs of ‘velocity’ could look like strong and growing MoM revenue / users, and many units of progress in a short period of time. Early indicators of ‘mass’ are harder to quantify, but could look like a top-notch, highly credentialed founding team with previous operational experience, a fulsome strategic plan which the team is executing strongly against, or high-conviction, maniacally focused founders throwing themselves at a problem that is clearly their life’s work.

Capital light

We seek companies that are able to make swift and iterative changes in their product development, business model, and go-to-market strategies, with limited resources. We believe such businesses are able to grow much faster than companies that are relatively more capital intensive, as they are able to experiment and course correct where needed. Additionally, founders and early-stage investors are able to maintain a greater share of equity with capital light companies, as expensive, highly dilutive fundraises are not required at the early stages. What constitutes ‘capital light’ is changing over time, as technology evolves. This means we consider, and have made, investments in industries that have

page | 15 been traditionally thought of as capital intensive, such as consumer hardware and robotics. In these cases, we’ve been confident that product development and customer growth can occur at a pace equivalent to the growth of software solutions, using limited capital.

6.4 Timing matters

Early stage startups only have a short window to achieve momentum. Without momentum, everything becomes difficult: raising funds, hiring top talent, and keeping the team motivated. Whether a startup can achieve early momentum is not purely within the control of a given company; some ‘windows of opportunities’ will significantly skew luck in a company’s favour. This means that startups can’t be assessed on their merits in a ‘vacuum’; the analysis must always be connected to a robust and nuanced understanding of overarching waves of disruption.

Once again, our community of diverse operators, who hail from different sectors and functions, constitute our ‘edge’ when it comes to evaluating opportunities against the backdrop of larger thematic trends. Working together with community members, the AfterWork team are constantly working to understand and articulate the ‘future of’ given industries.

When we assess opportunities, we don’t wait for conviction to hit us over the head. We know that brilliance comes from non-obvious places, and we’re happy to contort ourselves into a position where we can see the world from the founders’ perspective.

6.5 Exceptions

AfterWork III will not invest in anything illegal, immoral, or in startups whose business models depend on the sale of vices (e.g. gambling, pornography, tobacco, alcohol).

page | 16 7 Portfolio Construction

7.1 Portfolio diversification

Any single early stage investment carries a high degree of risk. The more investments we make, the greater chance we have of investing in a company that delivers 100x growth. AfterWork Fund III will provide exposure to 80 - 120 unique investments; this is the number of companies we believe we can rigorously diligence and build conviction around.

We want to maximise our surface area of exposure to the next generation of successful startups. Investing early in them gives us the opportunity to double down on our investment in the later rounds of the most successful startups. Our intimate knowledge of the startups we’ve invested in gives us the opportunity to build our ownership of outlier performers, before their brilliance is recognised by the market at-large.

Many investors who are already invested in the ANZ VC asset class via other VC funds will have outsized exposure to a handful of later-stage companies, as many VC funds are invested in the same companies. This means investors may be indirectly invested in the same startups via multiple funds they’ve invested in. In this context, we believe our fund offers differentiated and thus uncorrelated exposure to a broader base of emerging companies.

7.2 Geographies

As outlined in section 4, AfterWork strongly believes in the opportunity presented within Australia and New Zealand to identify and back the next generation of iconic technology companies. That being said, the AfterWork team and community possess deep networks and are often located across the globe; hence AfterWork is regularly exposed to quality, international deal flow opportunities. We expect the large majority of investments to be made in Australia and New Zealand (80%+) however the AfterWork team intends to invest opportunistically in the best international deals as they arise.

7.3 Investment size

We seek to invest in a company as part of their earliest financing rounds (i.e. pre-seed or seed). We aim to make a meaningful contribution to the round, typically in the $100k - $300k rage. We are agnostic to leading rounds, however we will work hard to ensure deal terms are simple and founder friendly. For portfolio companies demonstrating significant progress, we will aim to follow on additional capital in around the $250k - $1m range.

7.4 Follow-on opportunities

We will allocate 40 - 60% of investible capital for follow-on investments. Follow-on funds will be allocated to the top 10 - 20% best performing companies in the portfolio. We will intentionally follow-on before subsequent major funding milestones through bridging rounds. This approach will allow us to build ownership in a company between large rounds, often at high valuations. This approach is mutually beneficial to founders, as it enables them to extend their runway and demonstrate more units of progress, allowing them to raise at a higher valuation.

We review our portfolio quarterly to prioritise follow-on opportunities, and proactively engage with founders where we hope to increase our ownership stake.

In the future - and independently to Fund III - AfterWork intends to raise ‘opportunity funds’ to follow our money in our most outstanding portfolio companies of Fund III. Whilst this has no direct bearing

page | 17 on the activities of Fund III, we aim to ensure future investors can continue to benefit from the long term relationships AfterWork is building with each of our portfolio companies.

7.5 Leading and following investment rounds

We are agnostic to leading rounds, but will work to ensure that the company is appropriately capitalised to achieve meaningful progress in the 18 - 24 months after investment. This approach allows us to make a larger number of unique investments. Typically, we follow terms led by other co-investors. If we believe other investors’ terms do not set the company up for future success, we will step up to proffer our own term sheet and lead rounds.

When we double down and follow our investment, we will seek to lead the round and negotiate for board director or observer seats.

7.6 Valuation and terms

We prefer (and will advise founders we partner with to pursue) simple and clean terms that provide a balance between founder and investor priorities, while also setting the business up for future success. An example term sheet and subscription agreement can be found in the data room.

Our typical entry point pre-money valuations are $1 - 6m for pre-seed investments and $4 - 12m for seed stage companies (with some flexibility to be assessed on a deal by deal basis).

In determining company valuations, our approach follows two guiding principles:

● Transactions should always set the cap table up for future success. Low valuations unnecessarily dilute founder and team equity; but high valuations limit investor returns and make it harder for founders to raise subsequent up-rounds.

● Triangulate to what’s reasonable from a revenue multiples perspective. We believe that valuations that are too divorced from revenue (or other forms of traction) will necessarily result in margin compression further down the line. To ensure we can achieve target valuation growth, we need to ensure companies aren’t raising at unreasonably high multiples. Where businesses are pre-revenue, we triangulate to a reasonable multiple at the next (post-revenue) funding stage.

7.7 Liquidity for investors

Investors should expect distributions towards the tail end of the fund. Distributions will be made as liquidity events happen. The option to recycle capital will be given if liquidity events occur early in the fund’s life.

7.8 The early stage return profile

The fund's objective is long term capital appreciation, generating returns to investors that are superior to those earned on equity or equity-related investments with comparable risk profiles. Specifically, while no guarantee of performance is provided, we seek to provide investors with top quartile performance greater than 25% IRR or 4x MOIC (after fees, expenses and carried interest) over the lifetime of the fund.

page | 18 8 Structure of the Fund

The Fund will be structured as an Australian unit trust that is expected to qualify as a Managed Investment Trust (Trust). Persons investing in the Fund will become unitholders in the Trust. The Trust is to be known as AfterWork Fund III Trust. The trustee of the Trust will be Boutique Capital Pty Ltd (ACN 621 697 621) (Trustee).

The Trustee will designate the Manager (AfterWork Ventures Pty Ltd (an authorized representative under AFSL 508011)) as the manager of the Fund.

The structure will look like this:

8.1 Trust

The requirements for a trust to qualify as a managed investment trust are, broadly speaking:

● The trustee of the trust must be an Australian resident;

● The trust must not be a “trading trust” (ie, it must not control a trading business);

● The trust must satisfy the requirements of a managed investment scheme under the Corporations Act (but importantly does not have to be a registered scheme);

● The trust must be operated or managed by an AFSL holder or an authorised representative of an AFSL holder, or must satisfy certain exemptions to that requirement;

● The trust must be widely held – in the case of a wholesale trust, that means there must be at least 25 or more members, subject to certain exceptions;

● The trust must not be closely held – in the case of a wholesale trust, it cannot be the case that 10 or fewer persons hold 75% or more of the interests in the trust, and a foreign resident individual (ie a natural person) cannot have an interest in the trust of 10% or more.

page | 19 9 Taxation

9.1 Disclaimer

This section summarises the likely Australian income tax treatment of the Fund and the investors in the Fund based on the Australian judicial and administrative interpretations of the Income Tax Assessment Act 1997, Income Tax Assessment Act 1936 and the Taxation Administration Act 1953 (collectively referred to as the Tax Act or the Australian income tax laws) as at the date of this Information Memorandum. This summary is necessarily general in nature and is not intended to be either a definitive or exhaustive statement of the possible tax treatment for the Fund or its investors.

The comments are not applicable to investors who are (i) exempt from income tax in Australia; (ii) invest or trade in units in the ordinary course of their business or otherwise hold the units on revenue account; or (iii) are subject to Division 230 of the Income Tax Assessment Act 1997 (ie. the Taxation of Financial Arrangements regime).

The summary does not take into account the specific circumstances of any investor. Prospective investors should therefore obtain professional tax advice that takes into account their specific circumstances before making the decision to invest in the Fund. Non-resident investors should also obtain professional tax advice that takes into account the likely tax treatment in their country of residence.

Investors should be aware that the ultimate interpretation of the Australian tax law rests with the Australian courts, and that the law, and the way that the Australian Taxation Office (ATO) administers the law, may change over time.

9.2 Classification of the Fund

The Australian income tax laws tax a trust, investors in the trust, the income of the trust and the distributions of the trust differently depending on the classification of the trust and the residence of the relevant investor for the purposes of the Australian income tax laws.

The Fund may be classified as one of the following:

● Ordinary Unit Trust (OUT);

● Public Trading Trust (PTT);

● Management Investment Trust (MIT)

● Attribution Managed Investment Trust (AMIT).

The Trustee and the Manager intend that the Trust will qualify and operate as a MIT and, where this is the case, the irrevocable choice will be made to treat the gains and losses from all eligible assets (which broadly excludes financial arrangements or debt instruments) of the MIT as being capital gains or capital losses under the capital gains tax (CGT) regime.

The Trustee may also consider whether it is desirable to elect that the Trust be treated as an attribution MIT (AMIT). An AMIT provides for certainty in respect of the availability of certain tax concessions and the tax treatment of trust distributions for both the Manager, Trustee and investors but should not materially change the tax outcomes for investors.

The taxation comments that follow are made on the assumption that the Fund qualifies as a MIT and the Trustee will exercise an election in relation to the Fund to treat any gains or losses arising in respect of eligible assets to be taxable exclusively under the CGT regime.

page | 20 9.3 Taxation of the Fund

(a) Is the Fund subject to Australian income tax?

Neither the Fund nor the Trustee is generally subject to Australian income tax if the Fund is a MIT. Instead, the investors in the Fund will be liable to Australian income tax (which, in some cases, may be collected by the Trustee by withholding from distributions to an investor).

In some limited circumstances, the Fund (via the Trustee) can be subject to Australian income tax. However, the Trustee and Manager do not expect these limited circumstances to arise.

(b) How are Australian resident investors subject to Australian income tax on the income of the Fund?

An Australian resident investor who is presently entitled to income of the Fund at the end of or during an income year is required to include its share of the Fund’s net income (broadly, taxable profits) in the investor’s assessable income for the corresponding year. Investors should receive distributions of, and be presently entitled to, Fund income in accordance with their interests in the Fund under the Fund’s constituent documents. The Fund will advise the investor of the amounts to which an investor is presently entitled to for each income year.

Capital gains

As noted above, the Trustee intends to make the capital election in respect of the Fund. By doing so, gains made by the Fund on disposal of the Fund’s assets will be treated as being on capital account (rather than revenue account), and the Fund will make a capital gain or loss. There are certain categories of assets that will not be covered by the election. However, the Trustee and Manager do not expect the Fund to hold such assets.

Where the Fund’s net income includes a net capital gain, that gain will retain its character when it is distributed to an investor. An investor with a capital gain may reduce the gain by any capital losses available to the investor. An Australian resident investor who is an individual, a trust or a complying superannuation fund may also be entitled to reduce their capital gain by the applicable capital gains tax (CGT) discount percentage after the application of available capital losses, provided that the underlying asset was held by the Fund for at least 12 months (excluding the date of acquisition and the date of disposal). The applicable CGT discount is 50% for individuals and trusts (except a trust that is a complying superannuation entity) and 33⅓% for a complying superannuation entity. The CGT discount is not available to any investor that is a company.

Franked dividends

Where the Fund’s assessable income includes a franked dividend, Australian resident investors must include the distributed dividend and the attached franking credits in their assessable income. A tax offset equal to the value of the franking credits may be applied against tax payable by the investor. Certain investors may be entitled to a tax refund if the value of the franking credits received exceeds their tax payable. Franking credits may not be available if the investor has not owned and held their units at risk for a continuous period of at least 45 days.

(c) How are non-resident investors subject to Australian income tax on the income of the Fund?

A non-resident investor is not required to lodge an Australian income tax return (unless they have other Australian taxable income). However, the Trustee is required to withhold Australian income tax from distributions to non-resident investors of certain types of income, as summarised in the following table:

page | 21 Type of income Withholding rate

Fully franked dividends 0%

Unfranked dividends 30%, reduced by an applicable treaty

Interest 10%, reduced by an applicable treaty

Capital gains on the disposal of 15% if the investor is resident in a country that direct and certain indirect has an information exchange treaty with interests in Australian real Australia property and mining rights Otherwise, 30%

Capital gains on the disposal of 0% other assets

Other income with an Australian 15% if the investor is resident in a country that source has an information exchange treaty with Australia

Otherwise, 30%

Other income with a foreign 0% source

(d) How are Australian resident investors taxed on the disposal of interests in the Fund?

Australian resident investors will realise a capital gain or loss on the disposal of their units in the Fund. The capital gain will broadly be equal to the amount by which the disposal proceeds exceed the cost base of the investor’s units. If the disposal proceeds are less than the reduced cost base of the investor’s units, the investor will make a capital loss.

The cost base of a unit will generally include the amount paid (or deemed to be paid) to acquire the unit, and will include certain non-deductible costs incurred in acquiring, holding and disposing of the unit (such as brokerage fees). The reduced cost base is calculated in a similar way, with some costs excluded from the calculation.

A capital loss may only be used to offset a capital gain made in the same income year or be carried forward to offset a capital gain made in a future income year, subject to the satisfaction of certain loss recoupment tests.

page | 22 An investor who is an individual, a trust or a complying superannuation fund may be entitled to reduce its capital gain by its relevant CGT discount (as discussed above).

(e) How are non-resident investors taxed on the disposal of interests in the Fund?

Non-resident investors should not be subject to Australian income tax on any gains made on the disposal of their units in the Fund as the Trustee and Manager do not intend that more than 50% of the value of the Fund’s assets will be referable to direct and indirect interests in Australian real property and mining interests.

9.4 OUT

If the Fund is not able to qualify as a MIT, the Trustee may be subject to Australian income tax on net income of the Fund to which no unitholder is presently entitled at the end of the income year. The Trustee intends to ensure unitholders are presently entitled to all of the income of the Fund.

If the Fund is not able to qualify as a MIT, the prevailing view is that gains made by the Fund on the disposal of its assets are generally on revenue account or are ordinary income. On this view, investors will not be entitled to the CGT discount in respect of gains made by the Fund.

9.5 PTT

If the Trustee is able to control (whether directly or indirectly) the affairs or operations of an investee entity that carries on a trading business (broadly, any business that is not an investment business), the Fund is likely to constitute a PTT and will be taxed as a company. As a PTT, the Fund will not qualify as a MIT. Investors will not be entitled to the CGT discount on gains made by the Fund. Instead, they will be taxed as if they were receiving dividends from a company (which may be franked).

The ATO has expressed certain views on what constitutes control. This is an evolving issue. It is the intention of the Manager to seek to ensure that the Fund will not at any stage constitute a PTT.

9.6 GST

(a) Acquisition or disposal of investments by the Fund

The Fund should not be subject to any GST in respect of the acquisition or disposal of its investments to the extent that those investments will be in shares. However, GST may be payable on the acquisition of other assets.

The Fund may also be required to pay amounts on account of GST incurred on certain fees, costs, charges, expenses and outgoings incurred in connection with the acquisition or disposal of its investments, and the management of its affairs. Depending on the nature of those fees, costs etc, the Fund may not be able to recover from the ATO their associated GST costs in the form of “input tax credits” or “reduced input tax credits”.

(b) Acquisition or disposal of interests by the Investors

Investors should not be subject to any GST in respect of the acquisition or disposal of their interests in the Fund. However, Investors should seek their own tax advice to determine whether any GST incurred on costs (such as third party advisory fees) in connection with the acquisition or disposal of their interests is recoverable from the ATO in the form of “input tax credits” or “reduced input tax credits”.

page | 23 9.7 Stamp duty

(a) Establishment of the Fund

On the basis that the trust deed for the Fund will be executed in New South Wales, only nominal stamp duty should be payable in respect of each of these trust deeds.

(b) Acquisition and disposal of investments by the Fund

The Fund may be required to pay stamp duty on the acquisition of its investments, depending on the nature and if applicable, acquired shareholding percentage of those investments.

No stamp duty should be payable on the Fund’s disposal of its investments.

(c) Acquisition and disposal of interests by the investors

To the extent that the Fund invests in shares, provided that the Fund does not acquire or hold shares in companies which hold land or interests in land in Australia, either directly or through downstream entities, investors should not be subject to any stamp duty in respect of the acquisition or disposal of their interests in the Fund.

page | 24 10 Conflicts of interest

The Manager may have interests conflicting with the Fund arising in the ordinary course of its business. The Manager has documented procedures for the identification, clearance and management of any conflicts of interest.

The information set out below identifies some areas where potential conflicts may arise:

● Co-investment opportunities

The Fund may participate in transactions that otherwise meet the investment criteria but require funding greater than the prudential limits set for the Fund. In such cases, unless the Manager in its sole discretion has identified an appropriate strategic investor that brings particular expertise to a given investee company, the Manager intends to offer the investors (pro rata to their existing commitments to the Fund) the opportunity to take up any funding shortfall.

● Other clients of the Manager

The Manager may act as the trustee, responsible entity, manager or general partner for a number of clients and has fiduciary obligations and duties in relation to each of those clients that are similar to its obligations and duties in relation to the investors.

To the extent the investors do not take up all of any co-investment shortfall described above, the opportunity to co-invest with the Fund may be offered to other clients of the Manager and may occur on terms which are different to the Fund. In addition, the Manager may give advice and take action in the performance of its duties to other clients which differs from advice given and action taken in relation to the Fund.

The Manager will not be required to account to the Fund for any co-investment fees earned by it or any associate.

● Subsequent fund

The Manager will not raise a subsequent fund with the same or similar investment mandate for the time period described in the term sheet included in section 11.

Any subsequent fund may participate in the same investment opportunities as the Fund.

● Manager investment

The Manager may separately invest in transactions where:

a) the investment is outside the investment objectives of the Fund;

b) the investment is a strategic investment of the Manager’s business; or

c) the investment is related to an existing investment of the Manager or an investment currently managed by the Manager.

page | 25 11 Key terms

This section contains a summary and description of certain features of the Fund. Any information provided in this Information Memorandum and in any other document or communication is subject to the terms of the Constituent Documents.

Fund Objective The Fund's objective is long term capital appreciation, generating returns to investors that are superior to those earned on equity or equity-related investments with comparable risk profiles. Specifically, while no guarantee of performance is provided, the Fund will seek to provide investors with a minimum return (after fees, expenses and carried interest) of 25% IRR over the term of the Fund.

Target size of Minimum size for first closing: A$10 million Fund Maximum size at final closing: A$50 million

Closing dates The Manager reserves the right to close the Fund at any time. However, a first close with A$10 million in capital commitments is expected to occur by 1st August 2021. The final closing will occur within 24 months after the first close. Each person who invests in the Fund at closing dates after the first closing date will be required to pay its share of any calls made from and after the first closing date – this amount is redistributed among investors so that, after the closing, all investors have paid up the same percentage on their capital commitment.

Investors Each person that wishes to subscribe for interests in the Fund will need to complete and sign a Subscription Deed. The Manager may accept or reject any Subscription Deed in whole or in part in its sole discretion.

Management Members of the management team presently intend to invest approximately participation A$300k of the total commitments. Investors who are members of the management team will not be entitled to vote on resolutions relating to the removal of the Trustee / Manager.

Minimum The minimum capital commitment for any investor will be A$100k, unless Investment specifically permitted by the Manager. For example, the Manager may accept subscriptions for smaller amounts (in its sole discretion) from individual sophisticated investors.

Capital Calls for capital contributions to the Fund may be made by the Manager in such Contributions amounts and at such times during the Investment Period as it considers appropriate. Calls will be payable within 10 Business Days after notice. The investment policy of the Fund is (subject to the restrictions set out below) to Investment invest in early stage, technology-enabled businesses with the potential to program and individually return the Fund. restrictions The Manager may cause the Fund to make investments in its sole discretion, subject to a borrowing limit of 20% of the Fund’s capital commitments, to be used to accommodate any delay in receipt of funds from capital calls. Minimum The Fund is expected to hold investments for at least 12 months after the Holding Period investment is made.

page | 26 Investment The Investment Period for the Fund will run to the fifth anniversary of the first Period closing date, unless extended by approval of investors whose capital commitments represent at least 75% of the Fund’s capital commitments.

Term of the The Fund will have a term of 12 years from the date of first closing, which may be Fund extended by up to (but not exceeding) three additional single years with the approval of investors whose capital commitments represent at least 75% of Fund’s capital commitments.

Management The Manager is entitled to receive the following management fees: Fees (a) during the Investment Period, a percentage per annum of the aggregate of the capital commitments of the Investors (excluding management team) (plus GST); and (b) after the Investment Period and until the start of year 11, a percentage per annum of “adjusted capital commitments” of the Investors (plus GST).

“Adjusted capital commitments” means invested capital, less investments written down to zero where the percentage per annum is weighted towards the investment period of the fund as follows:

Year 1 2 3 4 5 6 7 8 9 10 Mgmt 3.0% 3.0% 3.0% 2.5% 2.5% 2.0% 1.0% 1.0% 1.0% 1.0% fee

Years 11 and 12, and any extension, will be management fee-free. Note the total management fee aggregates to 20% of total capital commitments, i.e. an average of 2.0% per annum over the first 10 years of the fund lifetime. Management Fees will be paid to the Manager six-monthly in advance. Distributions of income and gains will (subject to certain special cases like the Distribution distributions on subsequent closings described above) be made in the following entitlements order of priority:

● first, to the investors until they have received their drawn capital from time to time;

● second, to the investors until they have received in addition to their drawn capital from time to time, an amount equal to an 8% IRR on such drawn capital;

● thirdly, to the Sponsor Unitholder as carried interest, until the amounts that it has received under this provision equal 20% of the aggregate of the amounts it has received under this provision and those amounts paid to investors under the immediately preceding paragraph;

● lastly, 80% to the investors and 20% to the Sponsor Unitholders as carried interest.

The Sponsor Unitholders will be subject to a clawback (net of taxes) at the end of the life of the Fund if it turns out the carried interest they received during the life of the Fund exceeds the amount specified above. Members of management must enter into deed polls backing up this obligation.

page | 27 Other The Manager will be entitled to be reimbursed for all other costs properly incurred Recoverable in the ongoing administration of the Fund. Explicitly, these costs include (but are Costs not necessarily limited to): ● Annual AFSL licensing and compliance costs as part of the corporate authorised representative agreement with Boutique Capital

● Annual Fund administration and custodial services costs

● Investment managers insurance cover to a level satisfactory with the corporate authorised representative agreement

● Ongoing legal costs

Costs associated with the operations of the Manager (e.g. marketing of AfterWork Ventures, employee salaries, meeting with startup founders) shall not be reimbursable (other than indirectly through the Management Fees).

Establishment The Manager will be entitled to be reimbursed for all costs properly incurred in the Costs establishment of the Fund (including obtaining an Australian Financial Services Licence) up to an amount of A$250,000.

Income and Income and fees payable by investees or prospective investees of the Fund or by Fees Paid by other third parties to the Trustee or Manager will be offset against the Investees management fee. However, the Trustee or Manager may retain (without offset against the management fee) any amounts that are paid by investees or prospective investees for extraordinary services, if approved by the Advisory Committee.

Advisory The Manager will appoint an Advisory Committee comprising nominated Committee representatives of Investors as determined by the Manager in its absolute discretion. The Advisory Committee will consider a range of matters in relation to the operation of Fund III, including conflicts of interest, Key Personnel Changes, Investment Plan approval matters and any variation from accounting standards or valuation methodology.

Consequences If an investor fails to pay a capital contribution when required, the rights and of Default entitlements attaching to the interests of that investor will be suspended and may be forfeited or compulsorily sold by the Manager. The Investor remains liable for its unpaid capital commitment, the costs and expenses of the forfeiture, including the sale of the interest, and any unpaid calls. Any proceeds recovered from a sale by the Manager, net of unpaid capital calls, losses arising from a failure to pay a call and any costs and expenses associated with the failure to pay a call, will be returned to the Investor.

Distributions Distributions of capital, income or other gains from the Fund (after all fees and expenses) may be made in such amounts and at such times as the Manager considers appropriate at its discretion. However, it is presently anticipated that distributable cash will be paid to Investors as soon as practicable after receipt by the Fund. Distributions are unlikely to be regular or predictable.

Removal of The Manager and Trustee may be removed by Investors holding 75% of the Trustee and capital commitments for cause (generally including insolvency, loss of Australian Manager Financial Services Licence or failure to comply with the Constituent Documents) provided that at least three Investors vote in favour of such resolution. There is no termination payment payable on a termination for cause.

page | 28 The Manager and Trustee may be removed by Investors holding 75% of the capital commitments for reasons other than cause, subject to (1) receipt of a termination fee equal to 6 months of management fee and (2) an entitlement by the Sponsor Unitholders to carried interest in line with the vesting schedule outlined as part of the management agreement. Amounts determined to be owing to the Sponsor Unitholders under this clause are debts owing by the Trust to the Sponsor Unitholders and must be paid in priority to other distributions.

Withdrawal and Investors have no right to withdraw from the Fund, terminate their capital Transfer from commitments to the Fund or have their interests be redeemed prior to the the Fund termination of the Fund. The prior written consent of the Manager is required before an Investor may transfer any or all of its interests in the Fund, which consent will not be unreasonably withheld. A transfer of the interest in the Fund will require the transferee to accede to the Constituent Documents, including by accepting liability to pay undrawn capital commitments to the Fund of the relevant transferor.

Reporting The Manager will provide to the Investors within 45 days after the end of each half year: ● unaudited accounts for the Fund; ● a narrative statement in respect of the general performance of the Fund during the half year; ● a narrative statement in respect of each investment and details of the acquisition or realisation of an investment during the half year. Within 60 days after the end of each financial year, the Manager must provide all relevant information concerning the Fund’s investments and income as reasonably necessary to allow each Investor to file its tax returns. Within 90 days after the end of each Financial Year, the Manager must provide to each Investor Fund accounts for the Financial Year which have been audited by a registered company auditor.

Subsequent The Trustee and Manager will not raise a subsequent fund with the same or Funds similar investment mandate until the earlier of: ● the expiry of the Investment Period;

● the date the Trust is wound-up;

● at least 60% of the capital commitments have been called or otherwise committed or reserved for draw down; or

● the date the Trustee / Manager is removed or retires under the Constituent Documents.

Key person Dave Insull, Adrian Petersen, and Alex Khor will be the key persons for the Fund. If a key person event occurs, the Trustee may not commit the Fund to any new investment, unless the Trustee has obtained approval by the Advisory Committee in respect of either a proposed replacement or its election not to replace the person the subject of the key person event. A key person event will include the death, disability, resignation, retirement or other termination of employment with the Manager or in relation to the Fund of either key person, or a material reduction in the business time and attention devoted by either key person to the affairs of the Manager or the Fund.

page | 29 Key risk factors Prospective investors should consider that an investment in the Fund carries certain risks. Whilst not exhaustive, a detailed description of key risk factors is presented in section 12.

page | 30 12 Risk factors

Investment in the Fund entails a high degree of risk and is suitable only for sophisticated investors who understand fully and are capable of assessing the risks of a Fund of this nature.

Prospective investors should consider carefully the following factors (amongst others) in making their investment decision.

These risk factors do not purport to be a complete explanation of the risks involved in investing in the Fund. Prospective investors must read the entire Information Memorandum including all attachments and must consult their own professional advisors, before deciding to invest in the Fund.

● Past Performance

The performance of previous funds in which the Manager or its principals have been involved cannot be relied upon in assessing the merits of the Fund.

● Reliance on the Manager and its investment team

Investors will have no opportunity to control the day-to-day operations, including investment and disposition decisions, of the Fund. They must rely on the ability of the Manager in identifying, structuring, developing and realising potential investments consistent with the Fund’s investment objectives and policies.

Whilst it is the intention for the Manager to create and maintain a stable investment team, certain members could leave or become incapacitated which may result in a loss of capital for Investors.

● Liquidity

Investing in the Fund requires a long-term commitment from investors, with no certainty of return. Some of the Fund’s investments will be highly illiquid. Consequently, realisation of those investments may require a lengthy time period. There is a risk that market conditions might change before realisation of those investments can take place.

There are also restrictions on transfer of interests in the Fund, which makes an investment in the Fund illiquid. There is a risk that investors will not be able to exit the Fund at the time of their choosing.

There is no right to withdraw from the Fund or redeem interests in the Fund.

● Inability to source investment opportunities

The success of the Fund will depend on the identification and availability of suitable investment opportunities. There is a risk that there may be a lack of suitable investment opportunities for the Fund to invest in, given the Fund’s investment philosophy and strategy. This risk is affected by a number of factors including the size of the Fund and the availability of opportunities for investment, within the Fund’s intended investment markets.

● Due diligence

Investments will be made in early stage companies which have limited information available for due diligence. As such, some investments may be made based on limited due diligence and on publicly available information. This may increase the risks to the Fund associated with those investments.

● Investee failure

One or several investees in the Fund could suffer financial hardship and/or fail. This may lead to a loss of capital for investors.

page | 31 ● Investment values rise and fall

Interests in the Fund are valued according to the market value of the underlying assets to which they correspond. The value of these assets will rise and fall over time. Ultimately though an investor’s return from the Fund will be determined by distributions received upon the Fund actually realising its investments upon a trade sale or IPO or other exit of the underlying investments. For investors, the return on investment will depend on the success of the Fund’s investments, and there can be no assurances that they will generate target returns. Neither the Manager nor any other entity guarantees any particular rate of return being earned by the Fund or the return of capital.

● Variable distributions

Distributions will vary from time to time depending on whether exits can be achieved. If exits are unsuccessful no distributions may be made and capital may be lost.

● Economic and political risk

In the course of investing, the Fund will be exposed to the direct and indirect consequences of political, economic or social changes in the investment region that could affect adversely its investments. The investments could be affected adversely by changes in the general economic climate or the economic factors affecting a particular industry, changes in tax law or interest rate movements. While the Manager intends to manage or delegate management of the Fund’s assets in a manner that will minimise its exposure to such risks, there can be no assurance that adverse political or economic changes will not cause the Fund to suffer losses.

● Legal, tax and regulatory risks

Legal, tax and regulatory changes in the Australian and New Zealand investment environment or otherwise, may occur during the term of the Fund which could have an adverse effect on the Fund. The Fund may not be in a position to take legal or management control of its investments. The Fund may have limited legal recourse in the event of a dispute, and remedies may have to be pursued in the courts.

● Country and currency

Certain investments of the Fund may be in countries outside of Australia. Foreign investments are subject to additional risks not involved in domestic investments. The value of foreign investments made by the Fund could be materially affected by inflation, currency devaluation, interest rate changes, exchange rate fluctuations, changes in government policies, more volatile and less liquid capital markets, different business environments, natural disasters, armed conflicts, political or social instability and other developments affecting such countries.

Final returns calculated in Australian dollars will be impacted by currency fluctuations where the Fund invests in businesses with company revenues and costs denominated in currencies other than Australian dollars.

● Carried Interest

The existence of carried interest may create an incentive for the Manager to make riskier investments than might otherwise be the case.

● Liability

The Constituent Documents contain provisions that are designed expressly to limit the liability of investors, in their capacity as investors in the Fund, to the amount of their respective capital commitments. There can be no absolute assurance that the liability of investors will be limited as intended by those provisions as the ultimate liability of investors rests with the courts. Each investor must satisfy itself as to the risks of the limitation and to its liability as an investor in the Fund.

page | 32 ● Indemnity

The Fund will provide an indemnity to the Indemnified Persons in respect of any claims, losses, liabilities, costs or expenses incurred in connection with the Fund (to the extent that it is not the result of negligence, wilful misconduct or fraud by the Indemnified Person), which may result in a loss of capital for investors.

● Implication of failing to meet calls of the Fund

Pursuant to the Constituent Documents of the Fund, a failure of any investor in meeting calls by the Manager can result in a forfeiture of that investor’s interest in the Fund and therefore a loss of any paid up capital from that investor.

● Investor change of status

The Manager has certain rights to require an investor to dispose of its interests in the Fund if continuing participation by the investor in the Fund becomes unlawful.

● Leverage

The Fund may use leverage to, among other things, bridge an acquisition in the short term or to bridge late calls. Leverage involves a degree of financial risk and may increase the exposure of the Fund to factors such as rising interest rates, downturns in the economy or deterioration in the conditions of the assets underlying its investments.

The assets of the Fund, including undrawn capital commitments, may be, in whole or in part, offered as security for such leverage. To the extent that the Fund is unable to meet obligations under the leverage facility, there is therefore a risk that undrawn capital commitments will be used to repay leverage.

page | 33 13 Jurisdictional considerations

13.1 Australia

This Information Memorandum is not a Disclosure Document or Product Disclosure Statement (nor any similar disclosure document under any applicable law). It is not required to, and does not, contain all the information which would be required in a Disclosure Document or Product Disclosure Statement, or all the information that a prospective investor may desire or should obtain in order to make an informed investment decision. The Fund is not registered as a Managed Investment Scheme under the Corporations Act.

13.2 New Zealand

Offers of the interests in the Fund in New Zealand are only being made to investors such that the offer does not require a prospectus under the New Zealand Securities Act 1978. If you receive this Information Memorandum in New Zealand, you represent and warrant that:

(a) you are a person whose principal business is the investment of money or who, in the course of and for the purposes of your business, habitually invests money, within the meaning of section 3(2)(ii) of the New Zealand Securities Act 1978;

(b) if you are acquiring the Fund interests for the account of another person, that person falls within the criteria set out in the previous paragraph; and

(c) neither you, nor any person on whose account you are acquiring the Fund interests, is or are acquiring those Fund interests for the purposes of resale, other than to a person who fulfils the above criteria. This representation is understood to be a statement of your present intention only and not an undertaking not to sell, particularly where your investment objectives or market conditions change.

page | 34 Approved and issued by the Board of the Manager.

______

Alexander Joseph Khor Director

page | 35 14 Glossary

The following terms as used in this Information Memorandum should be taken to have the following particular meanings.

Advisory Committee means the advisory committee of the Fund (which will operate in respect of the Fund) more particularly described in section 11 (Key terms).

Constituent Documents means the constituent documents of the Fund, including the Trust Deed and each Subscription Deed, which contain the details of the rights and obligations of investors.

Corporations Act means the Corporations Act 2001 (Cth) as amended and associated regulations.

Disclosure Document has the meaning given in the Corporations Act.

Fund has the meaning given in the “Important Information” section.

Fund Entities means the Trustee and the Trust.

GST means Goods and Services Tax.

Indemnified Person means each current and former:

(a) Trustee;

(b) Manager;

(c) appointees pursuant to the Constituent Documents;

(d) the affiliates, associates, officers, employees, advisers and agents of each of the persons named in clauses (a) and (b); and

(e) each member of the Advisory Committee.

Information Memorandum means this Information Memorandum.

Investment Period means the period described in section 11 (Key terms).

Manager has the meaning given in the “Important Information” section .

Managed Investment Scheme has the meaning given in the Corporations Act.

Product Disclosure Statement has the meaning given in the Corporations Act.

Subscription Deed means a deed poll in a form approved by the Manager under which a person subscribes for interests in the Fund.

Trust has the meaning given in section 8.

Trust Deed means the trust deed governing the Trust.

Trustee has the meaning given in section 8.

Wholesale Investor means any person to whom the offer, creation or issue of an interest in the Fund would not:

(a) require the Manager or Trustee to prepare a Disclosure Document or Product Disclosure Statement;

page | 36 (b) require the Fund to be a registered Managed Investment Scheme under the Corporations Act; or

(c) otherwise result in a breach of an applicable law by the Manager or the Trustee.

page | 37 15 Contact details

Manager AfterWork Ventures Pty Ltd

Address

15 Cornwell Rd Allambie Heights NSW 2100

Website

www.afterwork.vc

Directors David Insull

Phone: +64 27 233 0712

Email: [email protected]

Adrian Petersen

Phone: +61 439 522 139

Email: [email protected]

Alexander Khor

Phone: +61 406 586 780

Email: [email protected]

Michael Forster

Phone: +61 481 013 149

Email: [email protected]

Robert Smith

Phone: +44 7599 066379

Email: [email protected]

page | 38 Appendix I

Fund I

Portfolio Archetype What they do How we built Cost in fund Valuation Progress since Company conviction uplift since investment investment Co-investors 90 Seconds Platform Video is essential in AfterWork GP Dave USD $5,000 1.0x Secured follow on • Sequoia Capital India telling a brand's story. Insull was the first (AUD $6,500) investments from major • AirTree Ventures 90 Seconds offers a investor in 90 Seconds investors (AirTree, • Qualgro platform that and GM of both the Qualgro, Sequioa). • Right Click Capital combines a Australian and NZ Rationalising streamlined workflow offices and Global geographic focus in and a network of Growth Director and order to push towards creators, allowing brings unique insights liquidity in later part of businesses to create into the trajectory of the 2021. video anywhere in the business and market world. tailwinds of an explosion of media usage and corresponding demand for content. AfterWork purchased a small secondary of Dave's founder shares in 2018 at their recent Series B valuation.

page | 39 Car Next Marketplace Car Next Door is a An entire generation of AUD $5,000 2.2x Since investment, the • Hyundai Door personal car hiring successful tech team has expanded • Steve Baxter platform, allowing companies have been footprint to cover most users to rent and built upon the Australian major cities share their car. proliferation of the with 100,000+ sharing economy. approved members Applications in P2P car sharing over 2,000 sharing have been cars. Pre-COVID proved out by players marketplace revenue like Turo in the US and exceeded $10m a in turn created the year; growing at 100% opportunity for an year on year since Australian player in Car 2015. Next Door to capture a local market. Cover InsureTech CoverGenius is an An impressive track AUD $5,000 4.8x Awarded fastest • King River Capital Genius API-driven, record of rapid growth, growing company in end-to-end solution supported by a strong Asia Pacific by Fast for customers and underlying value Company. Looking businesses to be proposition and top-tier towards liquidity event insured and receive management team. later in 2021. instant claims AfterWork GP Dave payments. Insull was an early employee of the business and was instrumental in growing their sales pipeline. AfterWork purchased a small secondary of Dave's shares in 2018 at their recent Series B valuation.

page | 40 Freetrade FinTech Freetrade gives Recent growth in GBP $1,000 43.3x Since investing, • Left Lane Capital investors the ability to consumer fintech has (AUD $1,800) Freetrade has grown to trade shares, been driven by two over 600,000 commission-free. underlying principles: registered users and Investors get access putting the power back quarterly trading to fractional share in the hands of the volumes in excess of ownership in UK and consumer to control their £1bn. AfterWork US markets, all financial destiny, and the intends to sell down bundled in one of the use of technology to their onwership as part best fintech apps on remove arbitrary fees of an upcoming the market. and restrictions that secondary round, might otherwise have representing a ~25x existed in financial cash-on-cash return. processes. Freetrade sit squarely within this sweetspot through their offering of low-fee, fractional share investing - all within an 'customer delight' inducing FinTech app. Knewe AgTech Knewe optimises the Knewe boasts an NZD $20,000 3.4x Hypergrowth has yet to - gut health of dairy academically tested (AUD $18,400) be unlocked. with the cows, promoting product with strong team has largely greater extraction of backing from local focused on expanding nutrients from feed. farmers; with future the addressable The benefit is a success further market for Knewe by greater yield of milk. supported by promising conducting research early product trials. The into the applicability of dual claims of lower their core formula methane emissions and Knewe®-Mg across a increased yields further number of agricultural

page | 41 supported AfterWork's use cases. mandate to invest in businesses tackling existential issues such as the climate change. Liquor Loot D2C For whisky lovers by Sometimes the best AUD $15,000 19.2x In line with the - whisky lovers. ideas are simple. marketing science Liquorloot provides a AfterWork brought principles underpinning subscription-based strong domain our investment thesis, journey where knowledge from our Liquor Loot has customers taste a background as undergone explosive wide variety of operators in the digital revenue growth - more premium liquors. marketing domain to than 10x since quickly diagnose Liquor investment 24 months Loot's best-in-class ago. The business has marketing flywheel, with also seen successful a low CAC:LTV ratio and expansion in the gin quick recycling of vertical alongside the capital. original Whisky Loot offering. Onfido RegTech Onfido provides Our investment in GBP $5,000 1.5x Onfido has grown to • TPG Growth biometric technology Onfido was (AUD $9,000) become a globaly • Salesforce Ventures that allows customers simultaneously an recognisable brand - to automatically verify investment in the powering over 1,500 their identity virtually, long-term vision for the fintech, banking, and and in as little as 15 future of digital marketplace clients seconds. background checks. As globally. Backed by more and more of the COVID-driven tailwinds core services that define as consumers were our life continue to move forced to further move digitally (e.g. online their everyday lives

page | 42 banking) the scope for online, Onfido reported future growth is huge. 82% YoY growth in AfterWork founder Mike global ARR in 2020 Forster was a and a US$100M Series co-founder of Onfido; E led by TPG Growth. AfterWork purchased a small secondary of his founding shares in 2018 at their recent Series C valuation. Spacecube Manufacturing Spacecube design Those in the event NZD $15,120 4.8x As a business built on - and build modular exhibiting space have (AUD $13,910) top of the events architecture for a wide traditionally been management industry, variety of purposes, required to choose COVID dealt a heavy including event between a product that blow to the Spacecube exhibitions and is cheap and team. Nonetheless, hospitality. unattractive or one that they were able to pivot is bespoke yet into some short term expensive. Spacecube revenue opportunities are the first to solve this working with hopsitals salient pain point for and are now raising an exhibitors through their upround to fuel their modular and attractive bounceback as the units that don't cost world begins to millions. At the time of recover. investment, the team was already working with the best brands in Australia and New Zealand, and had clear lign of sight to further contracts with

page | 43 international brands and even governments. Furthermore, we were able to build conviction over a relatively long period of time (8 months) of working closely with the team, and hence were able to invest with confidence without erosion in deal terms. Spalk SportsTech Sport without We were intrigued by NZD $25,000 6.0x The team have seen • Icehouse Ventures commentary loses its Spalk's ability to both (AUD $23,000) some impressive • NZGCP excitment. Spalk grow and capture a recent revenue growth, enables low-latency large global market in tripling ARR in CY20 and live commentary sports commentary, in before nearly doubling for all games. particular through their again in the first 2 Accompanying the ability to provide months of CY21 to technology is a commentary in reach US$1.5M in network of non-native languages, ARR. The team have professional e.g. such as Japanese recently completed a commentators to viewers following US Series A raise led by a choose from. Baseball. Their low cost, number of sports contractor model investors. reduces the barriers to adoption for new sports and commentators and enables the business to scale much faster than traditional businesses in the sports field.

page | 44 Style RetailTech Style Arcade provides A strong trackrecord of AUD $25,000 1.2x Following a COVID • Jelix Ventures Arcade ecommerce fashion hitting aggresive growth driven revenue hit over brands with analytics forecasts was 2020 (namely some and software to track underscored by the key customers going and optimise their demonstrable customer out of business ranges. love Style Arcade was themselves), the team able to build; Style has bounced back to Arcade's daily active slightly over AUD$1M user rate is consistently in ARR. more than double the industry average of 10-20%. We also saw a clear value proposition for medium sized retailers seeking to optimise their investory management across brick-and-mortar stores, a problem that only grows in importance as the industry continues to feel the pressure from the growth of online retail giants like Amazon.

page | 45 West Winds Consumer West Winds is a West Winds seeks to AUD $3,000 1.0x Growth has slowed to - premium and capture the growing traditional distillery award-winning gin consumer trend towards levels, plateauing distillery based in premium spirits (similar closer to $1.5M in Perth's South West to how microbreweries ARR. Whilst the brand region. like BrewDog were able could easily be to do so in the beer described as a market). We were household name in impressed with the many parts of strength of the Australia, they have yet management team and to see the interstate their vision for a high (and in turn growth consumer international) business. expansion required to sustain venture backable growth. Xinja FinTech Whilst Xinja is now Given the oligarchical AUD $5,000 0x After confirming a • Emirates World looking to pivot from control of the 4 major $433M commitment Investments banking, at the time of bank in the Australian from World investment they retail banking market, Investments to fund sought to disrupt the we saw a clear pathway their next chapter, banking oligopoly as for a similar neo-banking Xinja publicly Australia's first retail model that has already announced they would neobank. They succeeded in the UK be returning their offered higher interest and elsewhere. banking license and rates on saving, lower Digital-first neo-banks returning all deposits. rates on loans and a are well positioned to Whilst they have slick user interface. compete with committed to returning established incumbents to their original fintech due to their leaner tech business model, stacks (and hence lower AfterWork has fixed cost stack) which conservatively written

page | 46 can in turn be passed off our stake in the onto consumers in the business. form of lower fees/higher interest rates.

YoGov GovTech YoGov makes it easy Like many, we intimately USD $7,000 1.0x No significant updates - to navigate the jungle identified with the acute (AUD $9,100) although business of Government pain point of dealing with continues to operate services. Often bureaucracy and US footprint in a plagued with long government number of key states waits and confusion, departments. YoGov's YoGov provides a innovative approach series of services, like showed a clear pathway express appointments to both creating and with your local DMV. capturing value for a large number of consumers. Total - - - AUD $139,710 5.2x - -

page | 47 Fund II

Portfolio Archetype What they do How we built conviction Cost in Valuation uplift Progress since Company fund since investment investment Co-investors Art Money Fintech Art Money is a product We believe it is the AUD 1.0x Invested in - made by art enthusiasts, for particularities of people’s $50,000 September of 2020. art enthusiasts, they relationship to art that Gross revenue has support customers to invest makes Art Money much grown by ~75% in soul-nourishing pieces of more than just another YoY. art by helping them to buy-now-pay-later product smooth the upfront for a niche vertical. As soon payment over ten interest as we began speaking to free installments. Art Money’s customers, we were struck by how much customer-love the product inspired, with endorsements for Art Money being nothing short of gushing. Assure Fintech Assure is a one-stop shop As a key customer persona USD $2,000 1.0x Invested in October • Launch Syndicate for private fund services, for Assure we intimately (AUD of 2019 through (Jason Calacanis) decreasing administration understand the problem $3,000) Launch syndicate. costs by over 90% through they are seeking to solve; Monthly revenue their fast, affordable, and the legal and accounting has grown by high-volume special overhead required in ~140% YoY with purpose vehicle (SPV). private fund management continued hiring to is deeply misaligned with sustain growth. how fund managers create value (by making great investments) meaning

page | 48 there is a huge amount of value to be created through automation. Cake Equity Fintech Cake helps companies We love products that AUD 1.0x Invested in April of • Startmate manage their equity by empower business owners $25,000 2020. Monthly providing share to automate non-value recurring revenue easy-to-use, software adding work and let them has grown by ~20% solutions for share register focus on what really MoM through a management, capital matters - running their focus on scaling raisings and employee company! Similar solutions sales and share schemes. showing great traction in partnerships. Since other markets prove the joined Startmate customer painpoint Cake is accelerator. targeting is real and that there are plenty of business owners in Australia desperate to find a solution. Enklu Developer Enklu accelerates the We strongly believe AR USD $5,000 1.3x Invested in • Launch Syndicate tools development of virtual and VR have a large role to (AUD September of 2019. (Jason Calacanis) content by providing the play in how the humans of $7,700) Monthly revenue platform for developers to tomorrow learn, work, and has grown by ~40% create and publish relax. Now is the right time YoY with a strong experiences in both AR and to be investing in the sales pipeline for VR. infrastructure that will allow remaining quarters this content to proliferate of CY21. FileInvite SaaS FileInvite is a cloud based As privacy (AML / KYC) NZD 2.6x on initial First invested in • Angel Investors document collection and becomes more and more $25,000 + investment August of 2019. Malbourough management platform that prevalent in the minds of $25,000 1.0x on second ARR has hit growth • Icehouse Ventures enables the secure both consumers and follow on follow on forecasts of ~100% • Brisbane Angels transferring and storing of regulators, document investment YoY, with the personal information used storage and personal info (AUD business raising a

page | 49 in consumer applications protection will become $48,000) follow on round such as loans or insurance. increasingly important, (AfterWork particularly for financial participated) using information. A market a SAFE note with leading standard, and an ~2x valuation cap established presence is a relative to original good niche to aim for in the investment space. Fitbod Consumer Fitbod is a consumer Fitbod's customers love USD 1.0x Invested in January • Launch Syndicate fitness app using A.I. to them and so do we. $10,000 of 2020. Gross (Jason Calacanis) build custom-fit workout Fitbod's impressive (AUD revenue growing by plans for gym goers of any community of fitness fans $15,000) ~25% YoY although and all skill levels proudly sharing their experienced strong exercise journeys is a great headwinds over leading indicator that the COVID due to gym revolution has only just closures in the US. begun! Functionly Enterprise Functionly offers Work is a large part of all of USD 1.0x Invested in • Larsen Ventures SaaS organisational leaders a our lives and it should be a $25,000 December of 2020. • Black Nova Group platform to achieve true fulfilling one, yet poor (AUD MRR growing visibility, alignment and organisational design can $33,000) ~20% MoM effective structuring across wreak havoc on employee alongside rapid their organisation. satisfaction. Not only are product Functionly a meaningful development. place to work themselves, they are empowering other companies to do the same.

page | 50 Hearables SaaS Hearables 3D empowers Hearables 3D AUD 1.0x Invested in July of • Skalata Ventures 3D manufacturers of in-ear revolutionises a traditionally $25,000 2020. Short term • Starfish Ventures hearing devices to improve unpleasant, unreliable, and growth has been their existing custom-fit slow manufacturing middling, however production processes processes for custom-fit still clear line of through their Smartphone ear devices like hearing sight to largescale Scanning and AutoDesign aids. Further still, by partnerships with software. making the end-to-end major hearing aid process cheaper, faster, and consumer and more accessible, audio OEMs. Hearables 3D's technology has the potential to create a whole new market for custom-fit consumer audio that would have otherwise been unfeasible. Hectre SaaS Hectre is an orchard Hectre have shown NZD 1.0x Invested in • NZ Growth Capital management software consistent revenue growth $25,000 September of 2019. Partners platform designed to help across multiple global (AUD Monthly revenue growers increase profits by markets including NZ, $25,000) has grown by lifting the consistency of Australia and US. They are ~110% YoY high grade, verifably safe releasing new features that fruit. are being well received in market - growing average annual contract values and reducing churn. The most notable product release is Spectre - an AI tool that enables growers to determine fruit size distribution of the full bin by using a sample of visible

page | 51 fruit. InsiteAI Enterprise InsiteAI provides a machine InsiteAI is targeting a well USD 1.0x Invested in April of • NZ Growth Capital SaaS learning powered decision known problem for retailers $20,000 2020. Strong sales Partners engine for retailers and and is solving it with ($AUD growth ($0 to USD • Equity Venture CPG manufacturers to best-in-class AI solutions. 31,000) $2M+) including an Partners automate their We believe InsiteAI will be exclusive merchandising functions, able to continually partnership with a preventing revenue loss differentiate themselves major US retail due to out-of-stocks and from many other players in brand. inventory mismanagement. this market through their proven ability to provide holistic, integrated recommendations with minimal disruption to existing retail processes, infrastructure, and systems. Joyne Marketplac Joyne automates the entire We love compaines like USD $5,000 1.0x Invested in August • Launch Syndicate e pre-construction process by Joyne that disrupt legacy (AUD of 2019. Monthly (Jason Calacanis) calculating construction industries by building $7,700) revenue has grown • Lightspeed materials required and intuitive digital solutions by ~300% YoY. Venture Partners estimating costs from that provide a seismic blueprints using computer improvement in customer vision and machine experience. Joyne have learning created a suite of tools that reduces costs, increases revenue and collaboration in what is an enormous market.

page | 52 Lyka D2C Lyka is creating a joyful life Major shifts are occuring in AUD 1.0x Invested in • John Henderson for Australian pets through the pet food category, with $25,000 February of 2021. (AirTree) custom plans of nutritious, multiple studies finding that Annual recurring • Luke Anear (CEO freshly cooked pet food, kibble is the new cigarettes revenue has grown of SafetyCulture) delivered directly to owners' for pets (unsurprising given by 26% MoM • Sebastian Watkins front doors. pet food is often found next alongside cost (Co-Founder of to poison in supermarket stack reductions Lendi) aisles). Dogs on a through new homemade diet typically packaging live 3 years longer than (reducing labour those on a commercial diet, and cost by 50%). and Lyka is making the shift easy for dog owners through their healthy, delicious meal plans. Monarc Enterprise Monarc provides the Monarc is providing a clear AUD 3.4x on initial Invested in • Brisbane Angels SaaS leading real-time, solution in tangential $15,000 + investment September of 2019. automated, accurate pricing market. Just like the onset $20,000 1.0x on second GMV has grown by solution for aircraft charter of Global Distribution follow on follow on ~110% quarterly operators. Systems in commercial investment with intention to airlines revolutionised the raise series A to way most consumers expand into the booked flights, so too will United States. Monarc do so for charter flights Outlaw D2C Outlaw Soaps sells a range In direct to consumer USD 1.0x Invested in October • Launch Syndicate Soaps of personal care products ecommerce we believe $10,000 of 2020. Gross (Jason Calacanis) inspired by the wild and strongly in marketing as a (AUD revenue has grown woody foothills of the Sierra science but that above all $14,300) by ~270% YoY Nevada mountains. brand is king. Outlaw through strong Soaps have proven the growth in the

page | 53 ability to stand out with a subscription and range of fun and interesting sampling sides of products in a traditionally the business. clutered category and are applying best-in-class marketing principles to carve out a sizeable niche for themselves. Send Fintech Send Payments is making Based on our overarching AUD 1.0x Invested in • Blackbird Ventures Payments a difference in the thesis surrounding the $25,000 December of 2020. • AirTree Ventures behemoth FX market by unbundling of the customer Monthly revenue Ventures leading with frictionless value proposition to niche has grown by ~75% • Square Peg customer interfaces and the players in laggard YoY. Capital latest technology powering industries, Send Payments the back-end. was a clear highlight. Their novel approach to distribution via partnerships and APIs bolsters their ability to retain high margins, great customer service and new technologies. Startmate Accelerator Startmate is one of Our investment in 5 4 x AUD 1.0x 2020 cohorts - Sydney, Australia and New Startmate cohorts was a $10,000 + complete with 2021 Melbourne Zealand's most coveted strategic bid to gain access NZD beginning (2020) and accelerators. Throughout to the 12-15 companies in $10,000 imminently. New the 12-week program, each program. As mentors, (AUD Zealand teams are mentored and we are able to build $49,300) (2021) challenged to validate, find relationships as advisors cohorts product-market fit and grow and gain insights into how than they could have founders tackle challenges

page | 54 anticipated. behind-the-scenes. There are also great opportunities to build networks with other Angels and Venture Capitalists to further develop a diversified stream of high-quality deal flow. Stropro Fintech Stropro enables Stropro represented itself AUD 1.0x Invested in - sophisticated investors as a great investment by $25,000 February of 2020. access to institutional having a proven track No material investment opportunities record in the market. We're updates since across the globe. confident in their ability to investment. grow internationally, because of the customer interviews that we conducted. The AfterWork team saw that the total addressable market for Stropro is big, and we felt like we had connections in the Asian market that could add value to help them to expand. Thrive Fintech Thrive provides a single, We believe Thrive needs to AUD 1.0x Invested in • AirTree Ventures integrated, mobile-first exist because small $25,000 February of 2021. • Birchal equity banking solution for SME’s, business banking sucks! Broke crowdfunding crowdfunding empowering businesses to Small business owners record of $3M in 3 reduce admin time, save spend too much time on days. Early signs of money and grow revenue financial admin because success through by combining invoicing, they’re underserved by strong waitlist

page | 55 payments, accounting and traditional banks and growth and banking software into one existing software solutions successful tool. (or professional services) partnership with aren't adequately helping Mastercard. them get their time back Continuing to build from financial admin. product for 2021 release. Vitruvian D2C Vitruvian Form produces The proliferation at-home AUD 1.0x Invested in • Evolution Wellness Form the V-Form Trainer, an fitness devices proves $50,000 September of 2020. • Larsen Ventures at-home strength training there is real customer Launched the device that is demand for new, socially V-Form to market revolutionising fitness connected ways of with explosive early through personalised exercising at-home. sales. resistance training Vitruvian Form are tackling programs the very important strength training market, and are doing so with a product that is backed by science that is both sound and differentiated from their competitors. Wagetap Fintech Wagetap is disrupting the The next generation of D2C AUD 1.0x Invested in July of - payday loan industry by pay day lending will be a $25,000 2020. Consumer allowing employees to huge industry with strong app recently access up to 50% of their tailwinds and customer launched to market. salary as it accrues adoption. We were super between pay cycles. impressed by the Wagetap team, who combined excellent credentials with a depth of thought to the space and most importantly

page | 56 are coming at it from an ethical and authentic place. yBot Enterprise yBot is an agentless, The founder of yBot has USD 1.0x Invested in March - SaaS multilingual contact centre. 'been there, done that' $25,000 of 2021. No It is an enterprise SaaS experience from a previous (AUD material updates product that empowers venture. We believe that $32,700) since time of consumer facing this gives the company an investment. businesses to significantly unfair advantage and has reduce the number of calls reflected by their well hitting their contact centre. demonstrated yBot provides the problem-solution fit. The integrations between the market they are business’s cloud IVR, ERP, approaching is well-suited or CRM system with to an international, from customer service channels day one, middleware such as IVR or text based player. channels such as SMS or chatbots.

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