EFTA00805902.pdf

Neoteny 3, LP - Fund Partnership Neoteny 3 Management, LLC - General Partner cotcni("3 Quarterly Report June 30, 2018 do Neoteny 3 Management, LLC do Prague & Company, P.C. 15 Walnut Street, Suite 150 Wellesley, MA 02481 USA Phone: +1 (781) 237-5555, ext. 202 Fax: +1 (781) 237-7779 E-mail 1 E-mail 2: www.neoteny.com EFTA00805902  nicoi4ongi3 June 30, 2018 Quarterly Report CONTENTS LETTER FROM THE GENERAL PARTNER 3 NEOTENY 3, LP INVESTMENT PORTFOLIO 5 NEOTENY 3, LP UNAUDITED FINANCIAL STATEMENTS 9 Balance Sheets 9 Profit and Loss Statements 10 Statements of Cash Flows (Abbreviated) 12 APPENDIX I - PORTFOLIO COMPANY DESCRIPTIONS 13 Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION EFTA00805903  fvocy'cnig3 June 30, 2018 Quarterly Report LETTER FROM THE GENERAL PARTNER August 8, 2018 Dear Partners, During the second quarter of 2018, Neoteny 3, LP (the "Fund") made a couple of new investments and received sale proceeds from previously reported capital events. In addition, it continued to support its existing portfolio companies. The Fund invested an additional $201K of capital during Q2 2018. On a cumulative basis, the Fund has invested $8.48M of the original $9M in partner commitments. During the quarter ended lune 30, 2018, the Fund made a $50K initial investment in each of Luminopia, Inc. and Spatial Systems Inc. In addition, it made a $50K follow-on investment in Sannpa Limited. During the Seed-2 financing round for Kiang Games GmbH ("Kiang Games"), the Fund's existing convertible note (in an original principal amount of $250K) converted into 924 shares of Seed-2 stock. In addition, the Fund acquired an additional 94 shares of Seed-2 stock in Kiang Games for $50K. The Fund's SAFE in Shuttersong Incorporated ("Shuttersong") converted into 24,254 shares of Series Seed 3 Preferred Stock during this past quarter. As part of this capital event, the Fund was issued 293,526 shares of Founders Preferred Stock in Certaintio Inc. ("Certaintio"). Certaintio is a company that grew out of Shuttersong, and was supported by Shuttersong for some time. As such, investors in Shuttersong received a certain number of shares in Certaintio. Please refer to Appendix I for a description of Certaintio and the other portfolio companies. In April 2018, the Fund received initial proceeds of $162,976 from an undisclosed sale of one of the portfolio companies. The Fund expects to receive an additional $21,872 provided the holdback is released in full (for a total of $184,848). This was a successful exit for the Fund, with a return on investment of about 1.85X. The Fund also received $14,274 in April 2018 as a result of Microsoft's acquisition of Grasscrown, Inc. This amount is slightly less than 10% of the Fund's investment in Grasscrown, Inc., and as such, was not a successful exit for the Fund. Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION EFTA00805904 R ootfffycf3 June 30, 2018 Quarterly Report Lastly, the Fund received confirmation from Wearality Corporation that it administratively dissolved on March I, 2018 and wound up operations sometime prior to June 30, 2018. As such, the Fund wrote off this investment in Q2 2018. This resulted in a loss of $129,038. The founder cited competition and a smaller than anticipated market for virtual reality as the main reasons for the company's end. If you have any questions or comments, please feel free to contact the Fund. Thank you for your continued support. Sincerely, Joichi Ito, as manager of Neoteny 3 Management, LLC, the General Partner of Neoteny 3, LP Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 4 EFTA00805905 1 711)1E016ENV June 30, 2018 Quarterly Report NEOTENY 3, LP INVESTMENT PORTFOLIO Portfolio Companies (U.S. Tax Basis) (Al! amounts in United States Dollars($)) Company Name Country ofFormation U.S. Tax Entity Class. Investment Dale US. Tax Basis WS)) (I) Investment Type I Affinity Hive. Inc. United Slates Corporation August 8.2017 $250222 Simple Agreement for Future Equity (SAFE) 175.439 shares of Series C Preferred Stock z A0Biome LLC United States Partnership March 15.2016 580,087 (upon conversion of a promissory note) 1.038.317 shares of Series Seed Preferred Stock (upon conversion of a promissory note, and post a v ASAPP. Inc. United States Corporation July23.2015 $254,780 7-for-I stock split) ASAPP. Inc. United States Corporation March 15.2017 $201.089 141.773 shares of Series A Preferred Stock Blackstone Labs Inc. 4 (Okla Game Closure. Inc.) United States Corporation September 22.2015 5252.547 229.588 shares of Series A Preferred Stock 15,589 shares of Series A Preferred Stock 5 Bonfire Studios. Inc. United States Corporation April 8, 2016 $51,943 (upon conversion of a promissory note) 6 Caffeine Inc. United States Corporation May 20.2016 $10.670 4.976 shares of Series A Preferred Stock r Certaintio Inc. (21 United Stale. Corporation May 23.2018 S29 293.536 shares of Preferred Founders Stock s Crowd Supply. Inc. United Stales Corporation April 22.2015 $12,180 492.805 shares of Series Seed H Preferred Stock 9 Dubset Media Holdings. Inc. United States Corporation January 10.200 5104.128 2.433.090 shares of Series A Preferred Stock Dubset Media Holdings. Inc. United States Corporation August 25.2017 $9287 217.859 shares of Series A Preferred Stock Emerald Cloud Le 103.664 shares of Series C Preferred Stock in (filda Emerald Therapeutics. Inc.) United States Corporation June 19.2015 $102.033 (post a 4-for-I stock split) 231,182 shares of Series Seed-3 Preferred Stock i i figur8. Inc. United States Corporation January 9, 2017 $126,430 (upon conversion of a SAFE) figur8. Inc. United States Corporation ?starch 2.2018 $51.668 43,407 shares of Series Seed-1 Preferred Stock iz Fountain Inc. United Slates Corporation July 22.2016 $251,762 17,045 shares of Series B Pretend Stock is HF DIY. PBC United States Corporation April 4.2017 5264.088 Convertible promissory note is IdeaFlow. Inc. United States Corporation August 17.2015 $112.663 Convertible promissory note 58,754 shares of Series B Preferred Stock 15 ImetaXon Inc. Canada Corporation August 25.2015 $110365 (including issuance of price protection shares) Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION EFTA00805906 47/ cottniqz June 30, 2018 Quarterly Report NEOTENY 3, LP INVESTMENT PORTFOLIO (Continued) Portfolio Companies (U.S. Tax Basis) (Al! amounts in United States Dollars($)) Company Name Country ofFormation US. Tax Entity Class. Investment Date U.S. Tax Basis (USD) in Investment Type 16 Kemoko. Inc. failda Panoply) United States Corporation February 20.2015 $100.000 128.568 shares of Series Seed Preferred Stock Kemoko. Inc. (a/Ida Panoply) United States Corporation July 27.2016 $51.611 27.546 shares of Series A Preferred Stock 924 shares of Series Seed-2 Stock 17 Klang Games GmbH (Kollin.% Corporation December 12.2016 5271.246 (upon conversion of aConwnible Loan) K1 Games GmbH '' CKI111.1114 Co oration March 28.2018 551.036 94 shares of Series Seed-2 Stock 84.422 Shares of Common Stock and 478.214 of Series Seed Preferred Stock is Knit Health. Inc United Stain Corporation September 2. 2016 $203.955 (upon conwrsion of a promissory note) Knit Health. Inc. United States Corporation June 9.2017 5251.332 587.958 shares of Series Seed Preferred Stock 19 Leaders. Inc. United States Corporation March 10.2016 5200.671 247.862 shares of Series Seed Preferred Stock 3) Lumii. Inc. United States Corporation November 21.2016 $127350 Simple Agreement for Future Equity (SAFE) 21 Luminopia Inc. (31 United States Corporation April 13.2018 550.345 Conwnible promissory note 14.836322 share of Series Al Preferred Stock 22 Luminoso Technologies. Inc. United States Corporation November 23.2015 5295.041 (upon conwrstion of a promissory note) 21 blow38. Inc. United States Corporation April 7.2017 525.868 Simple Agreement for Future Equity (SAFE) 24 Nuna Incorporated United States Corporation July 17.2015 $101.163 9.277 shares of Series A Preferred Stock 3 OH2 Laboratories. LLC United States Partnership April 7.2015 5200.579 Convertible promissory note OH2 Laboratories. LLC United States Partnershi p April 7.2015 524.800 50.000 Funding Unit: 26 Optimus Ride Inc. United States Corporation October 3.2016 $252.167 370.837 shares of Series Seed Preferred Stock Optimus Ride Inc. United States Corporation October 27.2017 5200.999 119.904 shares of Series A Preferred Stock 27 Ori. Inc.If/Ida MorphLab. Inc.) United States Corporation September 18. 2015 $102.301 50.000 shares of Series Seed Preferred Stack Ori. Inc. (f/Ida MorphLab. Inc.) United States Corporation August 22. 2016 575.471 37.500 shares of Series Seed Preferred Stack Ori. Inc. If/Ida MorphL113. Inc.) United States Corporation December 2.2016 575.752 37.500 shares of Series Seed Preferred Stack N Overture Life. Inc. United States Co • ration 1 12.2018 5200.403 40.000 shares of Series A Preferred Stock 29 PCH International Holdings Cayman Islands Corporation December 22.2017 $250.123 308.642 shares of Series D Preference Shares Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 6 EFTA00805907  fy00,6,n, q3 June 30, 2018 Quarterly Report NEOTENY 3, LP INVESTMENT PORTFOLIO (Continued) Portfolio Companies (US. Tax Basis) (Al! amounts in United States Dollars($)) Corn v Name Count • ofFormation US. tax EMit • Class. Investment Date U.S. Tax Basis USD ill Investment • 30 Pixel Labs. Inc. United States Corporation Decemter 24. 2015 5151.381 [11.449 shares of Series Seed Preferred Stock Pixel Labs. Inc. United States Co •'ration 1 2.2017 531.566 Convertible • omisso note 36.000 shares of Ordinary Stock It Sarin•• Limited United Kingdom Co ration Fe•. 19.2016 555.332 ( M a 1.000-for-1 stock s• it) Sannpa limited United Kingdom Corporation December 14.2016 513.895 Loan Stock Sannpa Limited CI United Kingdom Corporation April 20.2018 550.403 Advanced Subscription Agreement (ASA) i_ Shuttersong Incorporated United States Corporation July 27.2015 5102.011 242.542 shares of Series Seed 3 Preferred Stock Shuttersong Incorporated United States Corporation March4. 2016 511.162 26.730 shares of Series Seed 3 Preferred Stock 24.254 shares of Series Seed 3 Preferred Stock (upon conversion of Simple Agreement for Shuttersong Incorporated United States Corporation Decemter 13.2016 56.219 Future Equity (SAFE)) i.t Spatial Systems Inc. jr' United States Corporation April 11.2018 550.345 Simple Agreement for Future Equity (SAFE) si S •nc-Think Inc. United States Co ration Decemter 15.2017 5204.446 200.000 shares of Series A-1 Preferred Stock 85.000 shares of Series A Preferred Stock June 8.20151 (upon conversion of a promissory note plus a 33 Top Flight Technologies. Inc. United States Corporation November 20.2015 5353.696 follow-on investment) Top Flight Technologies. Inc. United States Commotion August 8.2017 5201.866 Convertible promissory note 390.640 shares Series A Preferred Stock (upon conversion of a promissory note 36 Tulip Interfaces. Inc. United States Corporation October 5.2015 5260.747 and post a 10-for-1 stock split) 211.060 shares Series A Preferred Stock Tulip Interfaces. Inc. United States Corporation May21.2017 5200.754 (post a 10-for-I stock split) 152358 shares of Series A Preferred Stock 37 Twine Health. Inc. United States Corporation November 17.2015 521.930 (Sold- remaining proceeds at left were held back) 37.893 shares of Scrics A- I Preferred Stock Twine Health. Inc. United States Corporation April 19.2017 52.936 (Sold- remaining proceeds at left were held back) Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 7 EFTA00805908  June 30, 2018 Quarterly Report R 1)100[401) A , 3 NEOTENY 3, LP INVESTMENT PORTFOLIO (Continued) Portfolio Companies (US. Tax Basis) (Al! amounts in United States Dollar:6M Company Name Country of Formation U.S. Tax Entity Class. Investment Date U.S. Tax Basis (USD) at Investment Type 38 udu. Inc. United States Corporation March 31.2015 5128.019 Convertible promissory note Warrant for 25.000 shares of Common Stock (increased warrant position upon agreeing to extend udu. Inc. United States Corporation hlarch 31.2015 SO the note maturity date) 39 Wait What LLC United States Corporation July 10.2017 $52.461 Convertible promissory note 41 Wise Systems Inc. United States Corporation lune 1. 2016 $101583 143.760 shares of Series One Preferred Stock Wise Systems Inc. United States Corporation July II. 2017 S204.235 Convertible promissory note Total Investments $7,563,171 (I) U.S. Tax Basis is equal to the original purchase price of each investment plus capitalized costs. accumulated Original Issue Discount (OID) interest, and Schedule K-I income/11ms). as applicable. Note further. U.S. Tax Basis does not include unrealized gains (losses) as the Fund does not report its investments at Fair Market Value (FMV). (2) Investment made during this past quarter (including follow-on investments). Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION EFTA00805909  fvcor'onig3 June 30, 2018 Quarterly Report NEOTENY 3, LP UNAUDITED FINANCIAL STATEMENTS Balance Sheets Unaudited, U.S. Tax Basis June 30, 2018 and March 31, 2018 (Al! amounts in United States Dollars($)) June 30.2018 March 31.2018 Assets Current assets Cash and cash equivalents 642,639 $ 965,051 Total current assets 642,639 $ 965,051 Other assets Investments in ponfolio companies 7.563,171 $ 7,731,938 Organizational costs, net of accum amortization 68,688 70,148 Total other assets $ 7,631,859 $ 7,802,086 Total assets 8,274,498 $ 8 767 137 li abilities Current liabilities Due to limited partners 40 Total current liabilities 40 Total liabilities 40 Equity Partners' contributions $ 9,000,000 $ 9,000,000 Partners' distributions (270,000) Retained earnings (232,903) (309,980) Net income / (loss) (222,9Th 77,077 Total equity 8,274,498 $ 8,767,097 Total equity and liabilities 8,274,498 $ 8,767,137 Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 1 EFTA00805910  June 30, 2018 Quarterly Report R niffO16ff1)1(13 Profit and Loss Statements Unaudited, U.S. Tax Basis For the Quarters Ended June 30, 2018 and March 31, 2018 Mll amounts in United States Dollars ($)) Quarteraded June 30.2018 March 31.2018 Income Interest income S 7.634 S 790 Total income 7,634 $ 790 Expenses Fund expenses S 29,892 S 18,073 Interest expense 2,084 Amortization expense - organizational costs 1,460 1,460 Total expenses $ 33,436 $ 19,533 Gain / Boss) on investments Gain / (loss) on portfolio companies S (196397) S 95,820 Total gain / (loss) on investments $ (196,797) $ 95,820 Net income / (loss) $ (222,599) $ 77,077 Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION in EFTA00805911 It ffO16ff1)1(13 June 30, 2018 Quarterly Report Profit and Loss Statements Unaudited, U.S. Tax Basis For the Quarter and Year-to-Date June 30, 2018 (All amounts in United States Dollars ($)) QE QE QE QE YID Year to date Mar 31.2018 Jun30.2018 Sent 30.2018 Dec 31.2018 Dec 31.2018 Income Interest income 790 S 7,634 $ $ 8,424 Total income 790 $ 7,634 $ 8,424 Expenses Fund expenses 18.073 S 29.892 $ S $ 47,965 Interest expense 2,084 2,084 Amortization expense • organizational costs 1,460 1,460 2.920 Total expenses S 19,533 $ 33,436 $ $ 52,969 Gain / (loss) on investments Cain / (loss) on portfolio companies 95.820 S (196397) $ $ - $ (100,977) Ibtal gain / (loss) on investments S 95,820 5 (196,797) $ $ (100,977) Net income / (loss) 77.077 $ (222,599) $ - $ (145,522) Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 11 EFTA00805912  niffO16ffnAl3 June 30, 2018 Quarterly Report Statements of Cash Flows (Abbreviated) Unaudited, U.S. Tax Basis For the Quarters Ended June 30, 2018 and March 31, 2018 and Year-to-Date June 30, 2018 (Al! amounts in United States Dollars (S)) For the quarter ended June 30. 2018 larch 3I, 2018 Beginning cash and cash equiv. balance S 965,051 $ 730,644 Increase / (decrease) to due to United partners (40) - Investments in portfolio companies (200,569) (255,613) Capitalized costs of portfolio companies (4,711) (8.580) Proceeds from dispositions of portfolio companies 177,250 515.883 Fund net income / (loss) (222,599) 77,077 (thin)/ loss on investncnts in portfolio companies 196,797 (95,820) Non-cash accumulated amortization expense 1,460 1,460 Capital distributions (270.000) Ewing cash and cash equiv. balance 642,639 $ 965,051 \ear to date I flue 30.2018 Beg' g cash and cash equiv. balance S 730.644 Increase / (decrease) to due to limited partners (40) Investments in portfolio companies (456,182) Capitalized costs of portfolio companies (13,291) Proceeds from dispositions of portfolio companies 693,133 Fund net income / (loss) (145,522) (thin)/ loss on investrrents in portfolio companies 100,977 Non-cash accumulated amortization expense 2,920 Capital distributions (270,000) Fining cash and cash equiv. Mance 642,639 Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 12 EFTA00805913  Nootofqz June 30, 2018 Quarterly Report APPENDIX I - PORTFOLIO COMPANY DESCRIPTIONS • Affinity Hive, Inc. is creating a way for groups of people with similar professional interests and goals to meet-up online and build professional relationships and conduct business. (https://affinityhive.com) • AOBiome LLC is dedicated to advancing the science of Ammonia Oxidizing Bacteria (AOB) on human health. Topical applications of patented and stabilized AOB can restore the skin's microbiome and potentially impact a wide variety of human health conditions. (http://www.aobiome.com/) • ASAPP, Inc. combines human and machine intelligence to transform communications. (https://www.asapp.co/) • Blackstorm Labs Inc. (f/k/a Game Closure, Inc.) builds open source cutting edge gaming technology. It created DevKit, an open source tool for game developers to code faster and easier using HTML5 and JavaScript, and has now expanded to other gaming tools. (http://blackstormlabs.com/ and http://www.gameclosure.com/) • Bonfire Studios, Inc. is a video game studio located in Irvine, California. It is focused on making deeply engaging online multiplayer games for core gaming audiences. (https:/bonfirestudios.com) • Caffeine Inc. is a social broadcasting platform for gaming, entertainment, and the arts. (https://www.caffeine.tv/) • Certaintio Inc. is company focused on identity protection / data security through blockchain technology. Certaintio distributes identity to the individual and away from the enterprise, creating unique sovereign and ultra-secure identities, and eliminating the single point of failure in traditional systems. Because identity data is secured on individual devices, it cannot be shared, hacked or used by people or services without permission — moreover, the private key never leaves the device. Certaintio uses a individual's device and anonymous records on the blockchain to prove who they are, and that they have the mandate claimed. (http://www.certaintio.com) • Crowd Supply, Inc. is a crowd funding platform focused on new product development projects. The platform supports campaigns, pre-orders (once a campaign has been successfully funded) and e-commerce sales of completed, fully manufactured products. (https://www.crowdsupply.com/) • Dubset Media Holdings, Inc. offers an innovative music marketplace for DJs, artists, labels, publishers, and distributors. Through cutting edge technology, rights management database, and easy to use dashboards, Dubset is creating new mix and remix distribution and monetization opportunities built on transparency, ownership, control, and simplicity. (http://www.dubset.com/) Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 13 EFTA00805914  June 30, 2018 Quarterly Report fe Ivo° ton' q • Emerald Cloud Lab (f/k/a Emerald Therapeutics, Inc.) comes from Emerald Therapeutics, a venture-backed biotechnology company based in San Francisco, California. It is a web-based life sciences lab, developed by scientists for scientists. Emerald Cloud Lab conducts lab experiments designed by customers, collects the data, and organizes it into a database that its customers can access remotely. (http://emeraldcloudlab.com/) • FigurS, Inc. is a dynamic form tracking technology that measures 3D body shape and muscle symmetry. Our patent pending technology allows us to produce low-cost, wireless-enabled garments for a variety of applications including sizing measurements for e-commerce fashion retailers, and elastic adhesive tape for location-specific, on-body activity tracking in sports and fitness. (http://www.figur8.met) • Formlabs Inc. designs and manufactures 3D printing systems for engineers, designers, and artists. Its current products include the Form 1+ and Form 2 3D printers. (http://formlabs.com/) • HF DIY, PBC makes fundamental investing fun and social through a gamified interactive platform where users can learn, test their skills, share content and invest. The company provides equity valuation tools and other analyses to help users develop their own investment view of any publicly traded stock. The company neither sells securities nor allows direct trading on its platform. Instead, it intends to partner with broker-dealers to facilitate these transactions. (https://www.hfdiypbc.com0 • IdeaFlow, Inc. builds web-based software for teams to collaboratively create and analyze networks of information, supported by artificial intelligence that suggests additional relevant connections. It has commercialized a tool for financial services firms and hopes to broaden its scope by developing tools that unite personal information management, collaboration, and web search. (https://ideaflow.io/ or https://ideapad.io/) • InteraXon, Inc. develops brain-sensing technologies, including Muse, the brain sensing headband. Muse is the first tool in the world that gives wearers accurate, real-time feedback on what is happening in their brains when meditating in order to improve their meditation practice. (http://www.choosemuse.com/) • Kemoko, Inc. (a/k/a Panoply) is the company behind the mobile app Kokobot. Kokobot was designed to provide peer-to-peer mental health support through a social network that actually helps you feel better. (http://itskoko.com/) • Klang Games GmbH is an independent game development studio based in Berlin, Germany. (http://www.klang-games.com/) • Knit Health, Inc. is a design and technology company that is building a smart learning platform to help parents better understand and take action on their child's health and development. The company's initial focus is on sleep. (http://www.knithealth.com/) Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 14 EFTA00805915  June 30, 2018 Quarterly Report R niffOtff1)1(13 • Leade.rs, Inc. works to find new leaders in a collaborative way and help them be more successful and have a greater impact on the world. The company has initially focused on giving new leaders a voice through various speaking opportunities. It also plans to help new leaders broaden their influence through the press, connecting them to investors, and anything that can help them succeed. (http://leadess0 • Lumii, Inc. makes 3D images that jump off the screen - no special glasses required. Through research, the company has discovered how to create full-color, hologram-like prints (i.e. 3D images) using readily-available inkjet prints, media, and ink. Lumii is rolling out a design- focused, cost-effective service that incorporates the use of this 3D technology. (http://www.lumiidisplay.com/) • Luminopia, Inc. is a virtual reality (VR) technology startup aimed at improving health. It is leveraging the latest in consumer VR technology to provide engaging, adaptive software that accommodates a variety of health conditions at various stages while providing a fun and desirable experience for the user that feels more like leisure than anything else. (https:Muminopia.com) • Luminoso Technologies, Inc. makes products that transform the way organizations interpret and act on large-scale customer, employee, and marketplace feedback. It analyzes data for a number of clients, including Intel, Sony, and NASA. (http://www.luminoso.com) • Move38, Inc. is creating a new kind of tabletop game, with components that think for themselves, talk to each other, and come alive under your fingertips. The company wants to bring the best out of digital to hands-on, face-to-face experiences. (https://move38.com/) • Nuna Incorporated is a health-technology startup headquartered in San Francisco, California. It partners with organizations to make a positive impact through data-driven healthcare projects. (https://www.nuna.con) • OH2 Laboratories, LLC is a synthetic materials lab. The company mainly focuses on developing variant water-soluble G-protein-coupled receptors (GPCRs) that maintain the functionality of the original. It also provides consulting services to pharma and other research entities. It continues to seek ways to monetize its technologies in drug and related arenas. (http://www.oh2laboratories.comd) • Optimus Ride Inc. develops self-driving technologies to enable safe, sustainable, and equitable mobility solutions. (http://www.optimusride.com/) • Ori, Inc. (f/k/a Morphlab, Inc.) enables effortless transformation of interior spaces. One of the ways it has done this is through the creation of the Ori System (an outgrowth of a project called CityHome). The Ori system is a multi-functional product that can be used as a bed, dining room table, kitchen surface and more, in order to maximize the efficiency of space in tiny apartments. (http://www.orisystems.com/) • Overture Life, Inc. is a global start up with offices in the United States, United Kingdom and Spain. It is aiming to revolutionize embryology. Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION Is EFTA00805916 R NeotffNcf3 June 30, 2018 Quarterly Report • PCH International Holdings is a custom design and manufacturing company that works with startups and Fortune 500 companies to take products from ideas through the various stages of product development. This includes the stages of design, manufacturing and packaging to distribution and retail. (http://www.pchintl.com0 • Pixel Labs, Inc. runs Hoodline, a location-based content discovery platform, powered by local journalists and a community of contributors. It maps the world around you, to solve local news and information discovery globally, down to a 0.2 radius. The vision of Hoodline is to allow locals to discover the pulse of their city, and for travelers to experience a city like locals do. (http://www.pixellabs.io/ and (https://www.hoodline.com0 • Sannpa, Ltd. is the holding company for Fnatic. Fnatic is the world's number one electronic sports brand. Started 10 years ago in the nascent competitive video gaming market, Fnatic has grown to be a powerhouse. Having won thousands of tournaments, over 10m USD in prizes across more than 20 games, the most out of any e-sports brand. This has led to over 8m followers across social media, with tens of millions more viewing the company's professional players each month. As brand, they are driven to lead the New World Sport into every household, through content, products and experiences. (http://www.fnatic.com) • Shuttersong Incorporated created the Shuttersong App that lets users combine digital images with sound and share the resulting Shuttersong with family, friends, and colleagues through social networks, e-mail, or text. (http://www.shuttersong.com/) • Spatial Systems, Inc. is a venture-backed Augmented Reality (AR) startup software company. It is building the foundational apps for AR as the next computing platform. (https://spatial.is/) • Sync-Think, Inc. is a world leader in neuro-technology and develops proprietary eye-tracking intellectual property. It created an eye-tracking technology called EYE-SYNC to assess ocular- motor impairments and ocular-vestibular dysfunction, two of the most common and serious impairments in concussion. EYE-SYNC is transforming brain health assessment, recovery, and monitoring. (https://syncthink.com/) • Top Flight Technologies, Inc. is dedicated to application-specific, cost effective commercial solutions of unmanned aircraft vehicles (UAVs) using the latest advanced technologies driving automation and safety. A key innovation is a very small gasoline-based hybrid engine that has very high energy densities compared to batteries. (http://www.tflighttech.com/) • Tulip Interfaces, Inc. has created a digital manufacturing system that allows manufacturers to gain access to previously unobtainable production data. (https://www.tulip.co0 • Twine Health, Inc. strives to use technology to promote collaborative care between doctors, healthcare coaches, and patients. It created the Twine App, which is intended to help users reach their goals faster, stay healthier, and avoid unnecessary office visits. Twine Health was sold in Q I 2018. (http://www.twinehealth.com/) • Udu, Inc. is a scheduling and communication platform built on a web services abstraction framework; chat, exchange media, and share with your favorite social networks, while the Udu App does the work of planning the event. (http://www.udu.co/) Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 16 EFTA00805917  June 30, 2018 Quarterly Report nIffO16fff)1(13 • Wait What LLC is a first-of-its-kind content incubator that invests in, develops, and nurtures original media properties until they achieve great scale. For a combined 16 years, WaitWhat co- founders June Cohen and Deron Triff led TED's media organization, growing TED Talks from zero to 1 billion views/listens each year through launching TED.com, the TED Open Translation Project, TED Radio Hour on NPR, TED in Cinema, and nearly 100 distribution partnerships around the world. Cohen was previously VP of Content at Wired Digital; Triff was previously VP of Digital Ventures at PBS. • Wise Systems Inc. is a software analytics company that provides data driven intelligence solutions for transportation operations with the goal of saving companies time and money. It utilizes big data to route enterprises, and analyzes real-time and historical data to further optimize transportation operations. (http://www.wisesystems.com/) Neoteny 3, LP I CONFIDENTIAL - NOT FOR DISTRIBUTION 17 EFTA00805918