LEGAL DISCLAIMER

The information contained in this presentation is provided solely for informational purposes and does not constitute an offer or solicitation of investment in any Brightspark or OurCrowd limited partnership related to any companies. Anything contained in this presentation should not be construed as creating a presumption by you, Brightspark or OurCrowd that you are an accredited investor. We make no representation or warranty, express or implied, with respect to any data provided to you regarding any information provided by the companies on its web site or in this presentation, and will not be liable in any way to you or to any other person for any inaccuracy, error or omission of any company data.

Please be aware that investments in early stage companies contains a high level of risk and you should consider this prior to making any investment decisions.

Learn more:

www.brightspark.com/risk

www.ourcrowd.com/disclaimer

STARTUP INVESTING IN CANADA

NACO report (2015)1,700 active individual investors283 investments$133.6 million

Since 2010Nearly 200 exitsTotaling $20 billion

Approximately 500,000accredited investors

Investment models are evolving

ABOUT RISK

It’s no secret – Investing in startups is risky.

High risk = high reward, but be prepared for the possibility of losing your entire investment.

A few ways to mitigate risk:

• Diversify your investments across a portfolio• Invest alongside experienced people• Invest in an industry that you know • Invest with trusted vehicles• Do proper due diligence

ACCREDITED INVESTORS IN CANADA

To qualify as an accredited investor in Canada, individuals or entities must meet at least one of the following requirements.

Not sure if you qualify? Check with the Ontario Securities Commission:

www.osc.gov.on.ca

WHAT IS A STARTUP?A startup maintains a fluid culture and mindset and it has not achieved most of the following:

acquisition by a larger company, revenues exceeding $20 million, more than one office, more than 80

employees, and founders who have personally sold shares.

www.startupcommons.org

SERIES A, B, C FUNDINGSeed capital- When? At the very beginning- Who? Risk-loving type of investor- Why? Market research and development work, first few employees, build product and

launch at target audience

Series A- When? After the business has shown track record- Who? Traditional VC firms and investors- Why? Optimize the product and user base. Scale across markets.

Series B- When? After development stage – ready for next level- Who? Led by key players specialized in Series B- Why? Talent acquisition, taking the business to the next level

Series C- When? Later stage- Who? Hedge funds, investment banks, PE firms, etc. - Why? Perfecting, continuing to scale fast and wide

EXITS & RETURNSMergers & AcquisitionsOccurs when a small company gets bought-out by a larger one. In general, the purchasing money is divided up by pro-rata between shareholders.

Initial Public Offering (IPO)When a startup grows large enough and has significant revenue, it may seek an IPO. The company registers its shared on the public market so that its equity can be traded publicly – this freed up earlier investors to sell their stock, ideally for much more money than their original purchase price.

Soft LandingsExit opportunities for companies to avoid falling out of the market – these usually do not confer large returns for investors, but allow them to get at least a portion of their money back.

Capital GainsAn increase in the value of a capital asset that gives it a higher worth than the purchase price – the gains is not realized until the asset is sold, and must be claimed on income taxes.

MUST-KNOW DEFINITIONSEquityThe value of an asset less the value of all liabilities on that asset. In the context of investing in startups, it usually means stock/shares in a private company (private equity).

SecuritiesIncludes all types of equity and debt instruments and rights in and to them.

OptionsA security granting the holder the right to purchase a specified number of a company’s securities at a designated price at some point in the future.

SharesUnits of ownership interest in a corporation or financial asset that provide for an equal distribution in any profits in the form of dividends. • Common shares: may benefit shareholders through appreciation and dividends, making it riskier

than preferred stock. Usually comes with voting rights, giving shareholders more control over the business. May come with pre-emptive rights.

• Preferred shares: Does not offer appreciation in value or voting rights in the corporation. Typically has a payment criterial a dividend that is paid out regularly. Takes priority over common stock, if the business goes bankrupt preferred shareholders receive payment before common.

MUST-KNOW DEFINITIONSUpround/DownroundPre-investment valuation of a company prior to a round of financing. • Upround = when a company’s value has increased from the valuation• Downround = due to a lower valuation of the company. Result in dilution of shares and

reduce the equity position of the company’s founders relative to investors in the downround

SyndicateA temporary professional financial services group formed for the purpose of handling a large transaction. Syndication allows companies to pool their resources and share risks.

Limited Partnership (LP)When two or more partners unite to jointly conduct a business in which one or more of the partners is liable to the extent of the amount of money he or she has invested. LPs do not receive dividends, but enjoy a direct access ot the flow of income and expenses.

General Partnership (GP)A general partnership is an arrangement by which partners conducting a business jointly have unlimited liability, which means their personal assets are liable to the partnership's obligations.

MUST-KNOW DEFINITIONS

Internal Rate of Return (IRR)Interest rate that will bring a series of cash flows (positive and negative) to a net present value of zero – or to the current value of cash invested.

IMPORTANT DOCUMENTS

Capitalization (”cap”) tableA spreadsheet or table that shows ownership stakes in a company – including equity share, pref shares, and options, and the various prices paid by stakeholders for these securities. Gives an at-a-glance view of the capital structure of a company.

Shareholders AgreementAn arrangement among a company’s shareholders describing how the company should be operated and the shareholders rights and obligations. Also includes information on the regulations of the shareholders’ relationship, management of the company, ownership of shares and privileges and protection of shareholders.

Term sheetA nonbinding agreement setting the basic terms and conditions under which an investment will be made. Serves as a template to develop more detailed legal documents.

VEHICLES FOR INDIVIDUAL INVESTORS

BRIGHTSPARK VENTURES

PROVEN EXPERTISE & UNPARALLELED NETWORK

20+ years of VC experience, 30+ tech, software & entrepreneur experience Delrina was the grandfather of the tech industry in Canada Many of the best VCs and successful CEOs in Canada “seed” out of Brightspark Repeat entrepreneurs gravitate to us – If there are great deals out there, we see them first! Dealflow is approx. 5-7 deals a year – We seek quality over quantity 80% of our work happens after a deal is closed, growing companies

We curate the 1-2% best deals from high-growth

potential early stage tech companies

Brightspark-managed fund set up per deal and invests in every deal, manages due diligence, co-investments,

and overall portfolio

Accredited Investors gain insider access to the best

deals and invest on a per deal basis alongside top institutions

and funds

OURCROWDHighly selective deal flow: OurCrowd’s team of investment professionals sees 150-200 new opportunities every month, meets 20-30 management teams and, after an in depth due diligence process, selects on average 2-3 to invest in. Access to internal investment rounds: Our team leverages its extensive network to proactively identify and pursue companies we want to invest in, gaining access to investment rounds that are closed to other new investors.

Full transparency: OurCrowd invests its own capital alongside our investors in every investment, at the same terms we negotiate with the company.

YOUR INVESTMENT THESISA roadmap that can discipline you to invest only in the companies that conform to your individual philosophy.

• What company qualities are important to me?• High return potential?• Industry? • Competition?

• What team/entrepreneurs do I want to invest in?• Serial entrepreneur?• High respected?• Company size

• Other• Timeframe• Stage• Amount• Co-investing?• Markets and trends• Canadian vs international

OURCROWD’S INVESTMENT THESIS

Unicorn?

Team

Market

Value Prop

Traction

Sponsorship

Valuation

BRIGHTSPARK’S INVESTMENT THESIS

Stage

Team

Market

Price

INVESTING IN CANADA VS INTERNATIONALLY

Investing in Canada:

GREAT Dealflow, better than ever before

Mature infrastructure

Proximity to USA

Amazing universities, and talent pool

Close to home

Build our industry

INVESTING IN CANADA VS INTERNATIONALLY

Investing abroad:

Currency / tax considerations

“Hot” location

Valuation differences

Local tech trends

Israel - A case study

ISRAEL – FINANCING / EXITS

BloombergIsrael VC-backed exits break 10-year record2015 Israeli high-tech exits up 16 percent from 2014 proceeds; VC-backed exits reach $4.98B

GlobesIsraeli VC 2015 fund raising up to $1.5B18 venture capital funds closed capital in 2015, and 4 funds raised more than $100 million each, IVC-KPMG reports

Israel21C2015 was red-hot year for Israeli tech sceneEnd-of-year exit reports show rise in investments in a dazzling market

2015 Exits: $9.02B

Microsoft spends over $1B on five acquisitions

Marquee exits:Welcoming somenewcomers to Israel:

$810M, Mellanox

$600M, Merck

$510M, XIO

2015 Invested: approx. $5B

ISRAEL IS BOOMING

ISRAEL: THE START-UP NATION, IS AT THE FOREFRONT OF INNOVATION

• Highest # of startups per capita1

• #1 R&D as % of GDP 2

• #1 Researchers per capita 3

• #3 Scientific & Technical Journal Articles, per Capita4

Source: 1) “Start-Up Nation”, 2,3,4) World Databank

population (mm)

World Rank

ICT % of total services exports

World Rank

Researchers per Capita

World Rank

Expenditures for R&D (% of GDP)

World Rank

Israel 8.2 109 63.1 9 8282 1 4.21 1Canada 35.5 51 42.8 21 4490 21 1.62 28Korea, Rep. 50.4 41 19.1 96 6457 6 4.15 2United States 318.9 16 22.8 80 4019 12 2.81 10

24

Israel: The Start-Up Nation, is at the forefront of Innovation

ISRAEL RANKS VERY HIGH ON COMPETITIVE INDEX

(INNOVATION)

Source: WEF, 2015 Global Competitiveness Report25

Capacity for innovation

Quality of scientific research

institutions

Company spending on

R&D

University-industry

collaboration in R&D

Gov’t procurement of advanced tech

products

Availability of scientists and

engineers

PCT patents, applications/mill

ion pop.

Israel 3 3 5 7 8 8 5

Canada 23 18 26 19 55 10 19

Korea, Rep. 24 27 21 26 24 40 7

United States 2 4 3 2 11 4 11

Israel ranks very high on Competitive Index (Innovation)

ISRAEL: THE START-UP NATION, IS AT THE FOREFRONT OF

INNOVATION

• Russian immigration in the 90s

• Yozma program to create a VC industry

• Mandatory military service

• CHUTZPAH

26

Why has Israel become a tech leader?

Between 2005 and 2015, these

companies all bought at least one

Israeli start-up.

WHY ISRAEL?

27

NASDAQ/NYSE LISTINGS - EXITS

Canada220

Israel~150

China192

USA7600

France, 8

Germany, 10

Switzerland, 14

UK, 11

Korea, 1

Japan, 1

India, 14

28

NYSE/NASDAQ listed companies

CANADA VS ISRAEL

Canada Israel

The Prime Minister The Right Honourable Justin Trudeau Bibi

Failure Find something else to do A learning experience

Most often-used expression

Sorry Sababa

National Symbol The Beaver Sabra fruit

Sport Hockey Startups

Weather Hockey, Awesome hockey, Hockey in shorts, 3 weeks crappy hockey

Hot, Bloody hot, Really freaking hot, Ahhhh

29

AVOID THESE COMMON MISTAKES

Waiting too long before investing for the first time

Spreading yourself too thin

Putting all your eggs in one basket

Asking the wrong questions

Ignoring red flags

Hype / Fear of missing out

Incorrectly manage your expectations

Market Timing

Q&A