Disclaimer

This presentation has been prepared solely for use by prospective investors of an investment fund managed by Water Bear Ventures Fund II, L.P. (the “Fund”) and shall be maintained in strict confidence. Any reproduction or distribution of this overview, in whole or in part, or the disclosure of its contents, without the prior written consent of the Fund’s General Partner or Management Company is prohibited. By accepting this material, the Recipient agrees not to distribute or provide this information to any other person. This overview will be returned to the General Partner or Management Company upon request. The existence and nature of all conversations regarding the Fund must be kept confidential.

This overview has been prepared in connection with a private offering to accredited investors of limited partnership interests in the Fund (the “Interests”). Each investor will be required to execute a Limited Partnership Agreement and a Subscription Agreement to effect an investment. If any of the terms, conditions or other provisions of such agreements are inconsistent with or contrary to the descriptions or terms in the overview, such agreements shall control.

This presentation shall not constitute an offer to sell or the solicitation of any offer to buy Interests or adopt any investment strategy. These securities shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction has been satisfied. The information in this presentation is only as current as the date indicated, and may be superseded by subsequent market events or for other reasons. Nothing contained herein constitutes investment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. The information in this presentation is qualified in its entirety by the Fund’s Limited Partnership Agreement, which should be read carefully before investing.

Certain information contained in this presentation constitutes “forward-looking statements”. Any forward-looking statements or results in this presentation are based upon current assumptions, may be simplified and may depend on events outside Water Bear Ventures’s control. There is no assurance that such events or targets will be achieved, and changes to any assumptions may have a material impact on any forecasts, projections or results. Actual results may therefore be materially different from any forecast, opinion, projection or result in this presentation. The information in this presentation, including statements concerning financial market trends, is based on current market conditions, which will fluctuate and may be superseded by subsequent market events or for other reasons. The results referred to in this presentation are currently unaudited and include estimates and subjective judgments by Water Bear Ventures.

General discussions contained within this presentation regarding the market or market conditions represent the view of either the source cited or Water Bear Ventures. Nothing contained herein is intended to predict the performance of any investment. There can be no assurance that actual outcomes will match the assumptions or that actual returns will match any expected returns. The information contained herein is as of January 13th, 2022, unless otherwise indicated, is subject to change, and Water Bear Ventures assumes no obligation to update the information herein.

The interests (“Interests”) the Fund have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or by the securities regulatory authority of any state or of any other jurisdiction. The Interests have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any other state or the securities laws of any other jurisdiction, nor is such registration contemplated. The Fund will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Consequently, limited partners of the Fund are not afforded the protections of the 1940 Act. Private funds, such as the Funds, are speculative investments and are not suitable for all investors, nor do they represent a complete investment program. There can be no assurance that an investment strategy will be successful. Prospective investors should have a high level of financial sophistication and the ability to understand and accept investment risks. Prior to making any potential investment, potential investors should, at their own expense, consult with their own legal, investment, accounting, regulatory, tax and other advisors to determine the consequences of the potential investment opportunity described herein and to arrive at an independent evaluation of such potential investment opportunity.

Calculation of Gross and Net Returns: References in this presentation to “Gross IRR” and references to “Gross MOIC” or “gross multiple” are to the internal rate of return or multiple of invested capital, respectively, calculated at investment level, and thus do not take into consideration the payment of applicable management fees, carried interest, transaction costs, and other expenses borne by the relevant fund or account, which will have a material impact on returns. In the case of unrealized investments, the gross returns are based on internal valuations by Water Bear Ventures of unrealized investments as of the applicable date. The actual realized returns on such unrealized investments will depend on, among other factors, future operating results, the value of the assets, and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations used in the prior performance data contained herein are based. Accordingly, the actual realized return of these unrealized investments may differ materially from the returns indicated herein. 

References to “Net IRR” are to the internal rate of return calculated at fund level, after payment of applicable management fees and carried interest and other applicable expenses; however, where net IRRs are shown at the investment level, they are before management fees, as management fees are applied only at the fund level. In addition, references to “Net MOIC” or “net multiple” are to the multiple of invested capital calculated after payment of applicable carried interest and other applicable expenses, but before management fees are taken into account. Internal rates of return are computed on a “dollar-weighted” basis, which takes into account the timing of cash flows, the amounts invested at any given time, and unrealized values as of the relevant valuation date. Multiples of invested capital referred to in this presentation have been calculated based on figures for the cost and total value of investments that have been rounded to the nearest $100.

Limitations of Related Performance: The performance shown herein is not the performance of the Fund and is not an indication of how the Fund would have performed in the past or will perform in the future. The Fund’s performance in the future will be different from the performance shown due to factors including, but not limited to, differences in cash flows, fees, expenses, performance calculation methods, and portfolio sizes and composition. The performance presented reflects the performance of investments and accounts managed by Water Bear Ventures team members utilizing a strategy substantially similar to that which is utilized for the Fund.

Limitations of Target Returns: Target returns are based on statistical analysis of historical information. There is no guarantee that targeted returns will be realized or achieved or that an investment strategy will be successful. Investors should keep in mind that the securities markets are volatile and unpredictable. There are no guarantees that the historical performance of an investment, portfolio, or asset class will have a direct correlation with its future performance.

To the maximum extent permitted by law, Water Bear Ventures shall not be liable (including in negligence) for any direct, indirect or consequential losses, damages, costs or expenses arising out of or in connection with the use of or reliance on this presentation. By accepting a copy of the presentation, you agree to be bound by the foregoing limitations and conditions.