## From:

Sent:

To:

Subject:

Joichi Ito >on behalf of Joichi Ito <
Saturday, February 21, 2015 7:19 PM
Jeffrey Epstein
Re: fund docs

It's to cut friends into deals and get deal flow. I can explain. =an I call you in like 15-20 min? What 1$?

- Joi

> On Feb 21, 2015, at 2:15 PM, jeffrey E. <jeevacation@gmail.com> wrote:

>

> uunless if this is supposed to build a bullpen of investors. i can

> =und more and with a better carry for you

>

>

> On Sat, Feb 21, 2015 at 1:48 PM, Joichi Ito <-> wrote: > Here it is.

>

• > I'm going to make one change. I'll do the carry on the =istributions so that they are based on cumulative returns so it's=netted properly except that I won't do a clawback at the end of =he fund. Will send legalese addendum later.

## >

> Also, I'm still waiting for approval for that electronic nose =ompany from the Provost for conflict of interest but I'd like =o do that one $100K from the fund and the rest from a special vehicle =ith you if that's still OK.

## >

> - Joi

>

> Neoteny 3, LP, c/o Neoteny 3 Management, LLC, c/o Prague & Company, > =.C., Fifteen Walnut Street, Suite 150, Wellesley, MA 02481— =hone: > +1-781-237-5555 ext. <u>202</u> — Fax: > E-Mail: Web: www.neoteny.com Neoteny 3 fund

> invitation and documents

> Date: February 17, 2015

>

> Dear <<First Name>>:

>

> Thank you for your interest in my new fund, Neoteny 3, LP (the =Fund"). Please find enclosed the term sheet, LP agreement and =ubscription agreement. Please read each of these documents carefully =nd let me know if you have any questions. If you are interested in =articipating, please sign and return the subscription agreement, =ncluding each questionnaire at the end of it.

> Here are a few key points about the Fund:

• • The distributions and carry calculations will be done =n a deal by deal basis. This means that there is a chance that limited =artners could realize a lower aggregate return than if the Fund was to =ake distributions on a cumulative basis.

• • The general partner will not receive a management fee =nd the carried interest is 20% (down from 30% on my last fund). =ccounting and legal fees will be paid by the Fund directly.

• • The Fund will generally invest a maximum of $250,000 =SD per investment and the focus of the Fund will be early stage, =enture capital equity or convertible debt investments, and deals lead =y known or trusted investors. Key areas of focus include Internet =oftware and services, consumer and network hardware, bio engineering =nd bio

## > (cont.)

technology, and other opportunistic deals that may come in =hrough my network. Some of the deals will be angel rounds and some may =e later stage deals or deals that I lead.

• • I generally will invest the Fund's money first in any =pportunity, but I may co-invest my own money or funds from companies =hat I am involved in as well.

• • In some cases, I will receive equity or fee =ompensation from the companies in which the Fund invests. I may also =ake board or advisory board positions with these companies and be =ompensated outside the Fund for these positions.

• • I will invest $100,000 of my own money into the Fund =s a limited partner.

• • Although some of the Fund's investments may =rise through the MIT Media Lab, the Fund is completely independent of =IT and the MIT Media Lab, and the Fund will have no rights to =echnology or opportunities arising out of my relationship with MIT or =he MIT Media Lab.

> Here are a few companies I am currently reviewing as possible initial =nvestments:

• • OH2 — A technology to sense molecules — =mells — using a device to detect a variety of things, such as =he presence of markers produced by cancer. The company has licensed the =echnology from MIT and the investment is pending conflict of interest =learance from MIT. The investment would be a minority investment in an =ngel round.

• • Wearality — Lens and frames for a virtual =eality head-mount display using proprietary lens designs developed at =ockheed Martin by the Chief Innovation Officer, David Smith, and his =earn. David will spin out with the technology. I currently already have =n investment in the company as a convertible note and I am on the =oard.

• • Panoply — Peer-produced mental health. MIT =edia Lab graduate startup based on his work at the Media Lab. Round =ead by Union Square Ventures.

• • Crowd Supply — Crowdfunding and supply =hain/distribution management for hardware startups/products.

> Please let me know if you have any questions and I look forward to =orking with you on this new Fund.

> Sincerely,

> Joichi Ito,

> as manager of Neoteny 3 Management, LLC, the General Partner of

> Neoteny 3, LP

>

> The files are in this dropbox folder:

>=ttps://www.dropbox.com/sh/w8hhd5x1vckbdli/AAD1dfO_5PB-Xc2rbZHy3B5ra?d

>=

>

>

>> On Feb 21, 2015, at 11:10 AM, jeffrey E. <jeevacation@gmail.com> =rote:

>>

>> Send again?

>>

» On Saturday, February 21, 2015, Joichi Ito <-> > wrote:

>> Hi Jeffrey,

>>

>> I sent you documentation for my new fund. The subject is: Documents

» =or the New Fund - Neoteny 3

>>

>> I see you haven't opened it yet. Let me know if you can'= find it. It might be in your spam folder.

>>

>> Thanks!

>>

>> - Joi

>>



>>

>>-

>>  please note

## > (cont.)

» The information contained in this communication is confidential, may » be attorney-client privileged, may constitute inside information, and » is intended only for the use of the addressee. It is the property of » JEE Unauthorized use, disclosure or copying of this communication or » any part thereof is strictly prohibited and may be unlawful. If you » have received this communication in error, please notify us » immediately by return e-mail or by e-mail to jeevacation@gmail.com, » and destroy this communication and all copies thereof, including all » attachments. copyright -all rights reserved

>>

>

>-

> Tips for mastering email overload - pls read -

> =ttp://hbswk.hbs.edu/archive/4438.html

>

Key elements visible in the image are:
* My Blog
* My Photos
* Facebook Profile
* LinkedIn Profile
* Twitter

>

>

>

> please note > The information contained in this communication is confidential, may > be attorney-client privileged, may constitute inside information, and > is intended only for the use of the addressee. It is the property of > JEE Unauthorized use, disclosure or copying of this communication or > any part thereof is strictly prohibited and may be unlawful. If you > have received this communication in error, please notify us > immediately by return e-mail or by e-mail to jeevacation@gmail.com, > and destroy this communication and all copies thereof, including all > attachments. copyright -all rights reserved

Tips for mastering email overload - pls read - =ttp://hbswk.hbs.edu/archive/4438.html

| Profile label | Value shown in image |
|---|---|
| My Blog | Black-redaction bar (medium) |
| My Photos | Black-redaction bar (long) |
| Twitter | Black-redaction bar (short) |
| Facebook Profile | Black-redaction bar (long) |
| LinkedIn Profile | Black-redaction bar (medium) |

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## > (cont.)

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