SLIDE 1
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.
2 Confidential