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I will either find a way, or make oneHannibal 217 BC

Thanks E&Y & Altera Investment Fund

www.rubicon.vc

GENERALSOLICITATION

LEGAL DISCLAIMER

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Under no circumstances should any material in this presentation be used or considered as an offer to sell or a solicitation of any offer to buy an interest in any individual company or investment fund managed by Georgetown Angels (Rubicon Venture Capital LLC and Georgetown Angels Fund I DBA Rubicon Venture Capital). Any such offer or solicitation will be separately made only by means of the Confidential Private Offering Memorandum relating to the particular fund to persons who, among other requirements, meet certain qualifications under federal securities laws and generally are sophisticated in financial matters, such that they are capable of evaluating the merits and risks of prospective investments. Copyright © 2014 All rights Reserved Georgetown Angels & Rubicon Venture Capital.

This Confidential Investor Presentation has been prepared for discussion purposes only. It is being delivered on a confidential basis to specified parties solely to assist them in deciding whether to proceed with their investigation of Rubicon Venture Capital (the “Company”). This Investor Presentation does not purport to contain all of the information that may be required or relevant to a recipient’s evaluation of the Company. The distribution and use by each recipient of the information contained herein and any other information provided may not be distributed, reproduced or used without the express consent of the Company or for any purpose other than the evaluation of the Company.

Neither the Company or any of its affiliates or representatives makes any representation, warranty or guaranty of any kind, express or implied, as to the accuracy, completeness or reasonableness of the information contained herein or any other written or oral communication transmitted or made available to the recipient. The Company and its affiliates and representatives expressly disclaim any and all liability based on or arising from, in whole or in part, such information, errors therein or omissions therefrom.

This Investor Presentation includes forward-looking statements and projections provided by the Company. Such projections and forward-looking statements reflect various assumptions of management concerning the future performance of the Company, and are subject to significant business, economic and competitive uncertainties and contingencies, which are beyond the control of the Company. Actual results may materially vary from anticipated results. No representations or warranties are made as to the accuracy or reasonableness of such assumptions or the projections or forward-looking statements based thereon. Only those representations and warranties that are made in a definitive written agreement relating to a transaction, when and if executed, and subject to any limitations and restrictions as may be specified in such definitive agreement, shall have any legal effect. Each recipient should make an independent assessment of the merits of pursuing a transaction and should consult its own professional advisors.

The delivery of this Investor Presentation should not imply that there has been no change in the business and affairs of the Company since the date of the Investor Presentation. Neither the Company nor its affiliates or representatives undertakes any obligation to update any of the information contained herein. The Company is free to conduct the process for the transaction as it determines in its sole discretion (including without limitation, ceasing to proceed with any transaction, terminating further participation in the process by any party, and entering into an agreement with respect to a transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.

THESE MATERIALS ARE PROVIDED FOR CONVENIENCE ONLY AND MAY NOT BE RELIED UPON. PROSPECTIVE INVESTORS MAY RELY ONLY UPON THE FUND’S PRIVATE PLACEMENT MEMORANDUM OR AN OFFICIAL SUPPLEMENT THERETO

Confidential To Recipient

www.rubicon.vc3

Twitter: @RomansVentures#VCbible

www.linkedin.com/in/romans

• Very active venture capitalist in Silicon Valley & New York

• VC-backed Entrepreneur - The Global TeleExchange (The GTX), a $50M venture-backed telecom VoIP venture…Raised $27m from Lucent Technologies• VC investment banker / advisor - Georgetown Venture Partners & Georgetown Angels

• Founder of The Founders Club (42 VCs on the advisory board)

• Author and frequent venture capital speaker on CNBC & MSNBC

• Fluent in English, German & French, conversant Slovak – 15 years in Europe• BA University of Vermont, Duke University, FU Berlin, MBA in Finance

from Georgetown University on scholarship

ANDREW ROMANS, RUBICON VENTURE CAPITAL

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TRANSLATED INTO CHINESE & RUSSIAN

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• Economic sanctions

• Collapse of oil pricing

• What’s the future for Russia?

• Real-estate?

• More oil & gas?

• Diversification, innovation, unlock technical

assets

• How can you create the magic?

THE FUTURE OF RUSSIA

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DIFFERENT STAGES OF INVESTING

Pre-Seed Demo Day Seed

Later Stage Seed

Series A Series B Pre-IPO

Growth

Smart, but a lot of work

Crowded easy to access

Over priced

Crowded easy to access

Over priced

Difficult to access Optimal risk / reward

Difficult to access Optimal risk / reward

Crowded difficult to access

Over priced w/protection

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DEALFLOW – See 100% of all the deals / big funnel, invest in small sub-set

• Book, blog, TV – Collective wisdom / stories from 100+ VCs / major publisher

• Events – book tour grows network, expands geo-diversification, angel, VC, pitch events

• CEO / founder network / The Founders Club deal flow / 10 years of Georgetown Venture Partners (GVP) proprietary deal flow. Lots of public speaking

SEDUCE THE CEO muscle into and invest into a strong syndicate – teamwork wins – demonstrate how you add value to get into deals – CEO can do anything!

DIVERSIFICATION – fewer than 20 deals is dangerous - 25+ is the smart place to be but only if you can manage the deal flow, DD, syndication and add value

DUE DILIGENCE DONE IN NETWORKS. Lots of phone calls, never via email / do NOT torture a CEO with DD. Do the DD without the CEO realizing it is happening

STRICT DISCIPLINE ON INVESTMENT PACE. Say no to good deals and bad valuations

THE BASICS OF ANGEL & VC INVESTING

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• ADD VALUE making each portfolio company go up in value quickly. Adding value creates more deal flow

• INCREASE IN VAULUATION in direct line of site. See the next milestone

• INTRODUCE STARTUPS TO OTHER INVESTORS & STRATEGIC RELATIONSHIPS - angels, VCs, family offices, corporate investors, commercial partners, developers, sales people, bankers, buyers of companies

• RESERVE ROUGHLY ONE THIRD TO 3X FOR FOLLOW ON INVESTING. Don’t let another VC eat you. Rubicon does this differently

• FRIENDS WITH M&A teams at Google, Oracle, Facebook, Yahoo!, VMware, Cisco, Twitter, etc. Nothing is more financially attractive than INTERNET & SOFTWARE

• Every company is for sale all the time – just a question of price

• Knowledge of the SECONDARY MARKET – liquidity before the exit

• BE FLEXIBLE AND ADAPTIVE – Darwin was correct!

THE BASICS OF ANGEL & VC INVESTING

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• THIS IS AN ECOSYSTEM!...MAKE EVERYONE LIKE & TRUST YOU

How? Make introductions, do favors, do what you say you will do. Work

with good people

• Where are the big ecosystems? Silicon Valley, New York and London

• Pay attention to the valuation & terms…Don’t be greedy, invite others

into syndicates

• 10X for early stage investing, 4X for growth stage investing sets price for

us

• Be price sensitive and do NOT overpay to get into a deal

• Structure downside with 1x senior liquidation preference

• BE PATIENT. Entrepreneurship and technology takes time / results take

time

• Learn from and accept failure. Adapt a 12 to 20 year perspective

• INNOVATION & STARTUPS NEED CASH! It’s all about people and they

need cash to live

THE BASICS OF ANGEL & VC INVESTING

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HIGHER LEVELS OF DIVERSIFICATION REQUIRED

• VC Portfolios should contain min 15 companies• Pre-Seed and Seed portfolios should contain more

60 - 250• More than 100 or 250 is foolish in my opinion

(many disagree with me)• For later stage Seed, Series A & B 25 to 30 is

ideal. 50 could be OK• Later stage should target 10 to 25• All if this requires a lot of work from a team with

access to deal flow and ability to get into deals

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IMPORTANCE OF DEAL FLOW & ABILITY TO CLOSE

• Deal flow is the life blood of a fund• A fund with 3,000 high quality deals per year is

better than a fund with 1,000 high quality deals per year

• A fund with lots of bad deal flow is worthless• Deal flow is not enough, investors must

convince the CEO, founders & other VCs that you add value not just capital or stupid enough to over pay

• Must have ability to demonstrate what value you bring beyond just cash

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LIQUIDATION PREFS STRUCTURING

• Seed stage investors should get a 2x liquidation preference and win in acqui-hire exits (McClure is one of few that pull this off – very smart, but hard to get)

• All other investors should get 1x liquidation prefs• Newest investors investing at high valuations may get

1x senior liquidation pref• Use liquidation prefs in concert with valuations and

secondaries• Buying founder shares without liquidation prefs is

dangerous and should be priced accordingly – structured deals such as investor makes 1.5x and then splits with seller

• Only use law firms active in the local market place and use standard terms

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TECH VC MORE ATTRACTIVE NOW THAN EVER BEFORE

5.6x more Internet users now than in 2000. Women who make more than 50% of consumer purchase decisions are online (fixed and mobile). Broadband connections are 120x faster. 1995 56k modems > today 6.7 Mbps average US Internet connection.

People are mobile connected everywhere all the time. Personal, location aware, at point of purchase. 138m US smartphone users, up 18.8% since 2012. 99m US tablet users, up 42.3% since 2012.

Everyone socially connected driving viral growth rates. Facebook 1bn active monthly users. Twitter 288m. Linkedin 200m. YouTube 4bn+ hours of video watched by 1bn+ monthly users.

Everyone has credit cards with single click to purchase. Apple ecosystem $25bn up from zero in 2008.

Amount of LP money addressing series A & B down (right sized). Most so-called VC dollars are investing in growth not VC. Amount of actual committed VC capital is far less now than in 1998 and today’s system should require more to be right-sized.

Amount of money investing in Seed increasing brings more funded deal flow to A & B rounds where Rubicon is focused.

VC is the best place to position for a shift in the economy or correction of possible bubble. Growth and PE will be hit hard compared to early stage VC.

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RUBICON FUND THESIS

Our thesis: If we can’t add value we don’t invest How we add value: Network of angel, corporates and institutional investors across the US, Canada, Europe and Asia

A new model of venture capital: Investors in Rubicon’s fund may co-invest on a deal-by-deal basis

Sidecar funds pay part of their deal-by-deal carry / profit as a distribution to the main fund. Better for startups, better for investors, better for Rubicon: win-win-win

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INVESTMENT FOCUS

Geography: Silicon Valley & New York Offices, US-focus, may invest globally but prefer Northern Europe (London, Stockholm, Berlin, Amsterdam, Paris)  Sector focus: Software/internet companies and some hardware/software Enterprise and Consumer

Stage:• Raised a min of $1 million already• Must see at least one other VC in the deal with us• Current round provides 18 to 24 month runway• Potential for 10x return• Seeing significant traction—typically in terms of revenue

growth but also user growth and engagement• Capital efficient businesses with potential to grow very

quickly

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CO -INVESTMENT MODEL

VC Fund Invests in later

stage seed

VC Fund Invests in VC Series A & B

Sidecar Invests in Later Stage

Growth

LPs Co-Invest with

the VC Fund

LPs Co-Invest with the Fund

LPs may Invest

until Exit

Investors in our VC fund may co-invest with our fund from later stage Seed, to Series A to very late stage pre-IPO rounds typically too late for most VCs. Investors only co-invest in the deals they like

Angels, family offices & corporates deserve the same access to high quality deals and terms as VCs, not just angel financings

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14 COMPANIES IN 14 MONTHS TARGETING 25

Superhuman Labs

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RELATIONSHIPS: WHO WE INVEST WITH

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Masters of Corporate Venture Capital

Every corporate with $1bn revs should launch a FoF and CVC

CVC should sit right next to Corp Dev and Strategy

NEXT BOOK

www.rubicon.vc20

Do 2 favors for someone you meet tonight It’s the magic dust

Make 2 intros for someone from tonight. Good karma will come back to you

Crossing the Rubicon

In the centuries since Julius Caesar led a Roman legion across the Rubicon River, “crossing the Rubicon” has become

synonymous with irrevocably committing oneself to a bold and revolutionary course of action. At Rubicon we’re committed to revolutionizing venture capital and building a lasting venture

capital franchise to last many generations.

QUESTIONS & DISCUSSION