Clean Energy Venture Fund a $100 million early stage clean energy investment fund April 2019 Confidential
Disclaimer THIS PRESENTATION (“PRESENTATION”) HAS BEEN PREPARED BY CLEAN ENERGY VENTURE MANAGEMENT, LLC (“CLEAN ENERGY MANAGEMENT”) AND CLEAN ENERGY VENTURE FUND I, L.P., A DELAWARE LIMITED PARTNERSHIP (THE “FUND”), WHICH IS IN THE PROCESS OF BEING FORMED. THIS PRESENTATION (REFERENCES TO WHICH SHALL BE DEEMED TO INCLUDE ANY INFORMATION WHICH HAS BEEN OR MAY BE SUPPLIED IN WRITING OR ORALLY IN CONNECTION HEREWITH OR IN CONNECTION WITH ANY FURTHER INQUIRIES) IS BEING PROVIDED TO THE RECIPIENT ON THE UNDERSTANDING THAT THE RECIPIENT WILL OBSERVE AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS PARAGRAPH AND THE PARAGRAPHS BELOW AND FOR THE SOLE PURPOSE OF DETERMINING WHETHER THE RECIPIENT MIGHT HAVE AN INTEREST IN PURSUING A POTENTIAL INVESTMENT IN THE FUND. BY ACCEPTANCE OF THIS PRESENTATION, THE RECIPIENT AGREES NOT TO DISCLOSE ANY INFORMATION IN THE PRESENTATION TO ANY OTHER PERSON OR ENTITY AND NOT TO USE ANY OF SUCH INFORMATION OTHER THAN AS PART OF SUCH RECIPIENT’S CONSIDERATION OF AN INVESTMENT IN THE FUND. BY ITS ACCEPTANCE OF THE PRESENTATION, THE RECIPIENT AGREES THAT NEITHER IT NOR ITS ADVISORS, AGENTS, REPRESENTATIVES, DIRECTORS, OFFICERS OR EMPLOYEES WILL COPY, REPRODUCE OR DISTRIBUTE TO OTHERS THIS PRESENTATION, IN WHOLE OR IN PART, AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF CLEAN ENERGY MANAGEMENT OR THE FUND. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE GIVEN BY THE FUND AS TO THE ACCURACY, COMPLETENESS OR FAIRNESS OF THIS PRESENTATION AND NO RESPONSIBILITY OR LIABILITY WHATSOEVER IS ACCEPTED FOR THE ACCURACY OR SUFFICIENCY THEREOF OR FOR ANY ERRORS, OMISSIONS OR MISSTATEMENT, NEGLIGENT OR OTHERWISE, RELATING THERETO. ONLY THOSE PARTICULAR REPRESENTATIONS, WARRANTIES AND AGREEMENTS MADE BY THE FUND IN A DEFINITIVE WRITTEN AGREEMENT, WHEN AND IF ONE IS EXECUTED, AND SUBJECT TO SUCH LIMITATIONS AND RESTRICTIONS AS MAY BE SPECIFIED IN SUCH AGREEMENT, SHALL HAVE ANY LEGAL EFFECT. THIS PRESENTATION INCLUDES CERTAIN STATEMENTS, ESTIMATES, TARGETS AND PROJECTIONS PROVIDED BY THE FUND WITH RESPECT TO THE ANTICIPATED FUTURE PERFORMANCE OF THE FUND. SUCH STATEMENTS, ESTIMATES, TARGETS AND PROJECTIONS REFLECT SIGNIFICANT ASSUMPTIONS AND SUBJECTIVE JUDGMENTS BY THE FUND’S PARTNERS CONCERNING ANTICIPATED RESULTS. THESE ASSUMPTIONS AND JUDGMENTS MAY OR MAY NOT PROVE TO BE CORRECT AND THERE CAN BE NO ASSURANCE THAT ANY STATEMENTS, ESTIMATES, TARGETS OR PROJECTIONS ARE ATTAINABLE OR WILL BE REALIZED. THIS PRESENTATION IS INTENDED ONLY AS A BRIEF INTRODUCTION TO THE FUND AND DOES NOT PURPORT TO BE A COMPLETE DISCLOSURE WITH RESPECT TO THE FUND OR AN INVESTMENT THEREIN. IT IS NOT INTENDED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY LIMITED PARTNERSHIP INTERESTS IN THE FUND. SUCH AN OFFER OR SOLICITATION WILL BE MADE ONLY BY MEANS OF THE FUND’S DEFINITIVE CONFIDENTIAL OFFERING MEMORANDUM. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE MEMORANDUM AND RELATED DOCUMENTS PROVIDED BY THE FUND AND CONSULT WITH LEGAL AND FINANCIAL ADVISERS IN THE JURISDICTIONS OF THEIR CITIZENSHIP, RESIDENCE AND DOMICILE TO DETERMINE THE POSSIBLE TAX OR OTHER CONSEQUENCES OF PURCHASING AND HOLDING THE LIMITED PARTNERSHIP INTERESTS. THIS DOCUMENT HAS BEEN PREPARED IN CONNECTION WITH A PROPOSED PRIVATE OFFERING TO ACCREDITED INVESTORS OF LIMITED PARTNERSHIP INTERESTS IN THE FUND. THE LIMITED PARTNERSHIP INTERESTS IN THE FUND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE AGENCY. ANY OFFERING OF SUCH LIMITED PARTNERSHIP INTERESTS WILL BE MADE PURSUANT TO EXEMPTIONS FROM REGISTRATION PROVIDED BY THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE FUND WILL ACCEPT SUBSCRIPTIONS ONLY FROM INVESTORS MEETING SUITABILITY STANDARDS DESCRIBED IN THE FUND’S DEFINITIVE CONFIDENTIAL OFFERING MEMORANDUM. LIMITED PARTNERSHIP INTERESTS IN THE FUND WILL BE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ACCORDINGLY INVESTORS IN THE FUND MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THIS PRESENTATION DOES NOT PURPORT TO CONTAIN ALL OF THE INFORMATION THAT A PARTY INTERESTED IN AN INVESTMENT IN THE FUND MAY DESIRE. IN ALL CASES, INTERESTED PARTIES SHOULD CONDUCT THEIR OWN INVESTIGATION AND ANALYSIS OF THE FUND AND THE INFORMATION CONTAINED IN THIS PRESENTATION AND THE FUND’S DEFINITIVE CONFIDENTIAL OFFERING MEMORANDUM AND SATISFY THEMSELVES AS TO THE ACCURACY, RELIABILITY AND COMPLETENESS OF SUCH INFORMATION. EXCEPT WHERE OTHERWISE INDICATED, THIS PRESENTATION SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS PRESENTATION OR INVESTMENT IN THE FUND SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE FUND SINCE THE DATE HEREOF. THIS PRESENTATION SHALL REMAIN THE PROPERTY OF THE FUND. Confidential 2
Investment Thesis CEVF Mission & Strategy CEVF Mission CEVF was formed to fill a critical capital gap for early stage clean energy companies that help mitigate climate change by applying our extensive operational experience and strategic relationships to drive companies to commercial scale. CEVF Strategy Leveraging deep and proprietary deal flow, CEVF’s strategy is to fund ~25 disruptive, capital-light clean energy technologies and business innovations that can achieve broad market adoption with <$50M in total financing and deliver high multiples on our investment in 3-6 years. Confidential 3
Background Historical Experience for 10+ Years Formed Clean Energy Venture Group 2005 • Goldman and Miller formed CEVG in 2005 to invest personally in clean energy technologies start-ups and form ecosystem in Northeast Grew the group of investing partners with deep industry knowledge • to ~30 members today who continue to invest their own money and work in partnership with the fund to source, diligence and support portfolio companies Northeast regional focus • Strong track record of returns from CEVG legacy portfolio companies • (see next page) 2014 Established Third Party Investor Group in 2014 • Arose out of several family offices’ desire to co-invest with Goldman and Miller-led transactions • Established ”special purpose vehicles” to enable third parties to invest alongside Goldman/Miller and other CEVG partners • Charged a management fee and carried interest similar to fund • Continued predominant northeast regional focus 2017 Established Clean Energy Venture Fund in late-2017 • Fund was established to bring more capital to increasingly attractive opportunities with high quality entrepreneurs and larger deal flow • Leverage our expanding relationships across the US and Canada • Unique model with three fund principals, two professional staff, two experts (technical and leadership), Strategic Advisory Board, and 12+ venture partners with deep sector knowledge Confidential 4
Principals & Advisors CEVF Principals - Successful 10-Year Track Record Extensive start-up operating experience and mentoring to start-ups Strong reputation in clean energy ecosystem (“known quantity”) Track record of strong returns on clean energy investments Daniel Goldman, Co-Founder & Managing Director § 25+ years in energy finance/operational roles and fund management; $4B of financings § President & CFO, GreatPoint Energy; raised equity of over $250M (KPCB, Khosla, Dow) § Co-founder New Energy Capital, first clean energy dedicated PE vehicle (2001-06) § Senior management roles at InterGen (1996-01) and Arthur D. Little (1989-96) § BS, Applied Econ. & Management, Cornell; MSc, Energy Econ., London School of Economics David Miller, Co-Founder & Managing Director § Clean energy investor with 20 years of seed stage investing experience § Experienced entrepreneur, including as Founder and CEO of Quantum Telecom Solutions § Director in the New Ventures Group (corporate venture group) – Lucent Technologies § Research Affiliate at MIT’s Sloan School, supervising modeling of clean energy ventures § BS, MS, Computer Engineering, MIT; Ph.D. Technology, Management, and Policy, MIT Temple Fennell, Co-Founder & Managing Director § Single Family Office, Founder & CEO of three early stage companies. Co-led more than $40M in early stage financing § Extensive clean energy investor network of ultra high net worth private investors. Member of CREO Syndicate (Clean, Renewable Energy and Environmental Opportunities), network of ~60 family offices with more than $50B § Board Member of Keller Enterprises (single family office) formed by one of the founders of Murphy Oil (NYSE: MUR) and Murphy USA (NYSE: MUSA) and an active investor in clean energy § BS, Systems Engineering, University of Virginia; MIT Sloan Fellow and MBA from MIT Sloan School of Management Confidential 5
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