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BVB INVESTMENT FUND, L.P.a Delaware Limited Partnership 100,000,000THE LIMITED PARTNERSHIP INTERESTS IN THE FUND OFFERED HEREBY (THE “INTERESTS”) HAVENOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO “U.S.PERSONS” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS REGISTEREDUNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OFTHE SECURITIES ACT IS AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE INTERESTS MAYNOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT AND THE LIMITEDPARTNERSHIP AGREEMENT OF THE FUND.PRIVATE PLACEMENT MEMORANDUMJULY 2008CONFIDENTIAL

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BVB INVESTMENT FUND, L.P.Limited Partner InterestsTHIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) IS BEING FURNISHED TOPROSPECTIVE INVESTORS ON A CONFIDENTIAL BASIS TO CONSIDER AN INVESTMENT IN BVB FUND, L.P. (TOGETHER WITHANY PARALLEL INVESTMENT ENTITIES (AS HEREINAFTER DEFINED) THAT MAY BE ESTABLISHED, THE “FUND AND MAYNOT BE USED FOR ANY OTHER PURPOSE. THIS MEMORANDUM MAY NOT BE REPRODUCED OR PROVIDED TO OTHERSWITHOUT THE PRIOR WRITTEN PERMISSION OF BVB FUND GP, L.P. (THE ‘‘GENERAL PARTNER’’. EACH RECIPIENT AGREESTO KEEP ALL INFORMATION CONTAINED HEREIN CONFIDENTIAL AND TO USE THIS MEMORANDUM FOR THE SOLEPURPOSE OF EVALUATING A POSSIBLE INVESTMENT IN THE FUND. BY ACCEPTING DELIVERY OF THIS MEMORANDUM,EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING.IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON ORENTITY CREATING THE SECURITIES OFFERED AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKSINVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED OR APPROVED OR DISAPPROVED BYANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOINGAUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT OR PASSEDUPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE. THE INTERESTS ARE OFFERED SUBJECT TO THE RIGHT OF THE GENERAL PARTNER TO REJECT ANYSUBSCRIPTION IN WHOLE OR IN PART. IF THE GENERAL PARTNER REJECTS A SUBSCRIPTION, THE PROSPECTIVEINVESTOR WILL BE NOTIFIED AS SOON AS IS PRACTICABLE.THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT (THE ‘‘SECURITIES ACT’’),OR THE SECURITIES LAWS OF CERTAIN STATES OR OTHER JURISDICTIONS AND ARE BEING OFFERED AND SOLD INRELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BETRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIESLAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM.THE LIMITED PARTNERSHIPAGREEMENT OF THE FUND (THE “FUND AGREEMENT”) ALSO IMPOSES RESTRICTIONS ON TRANSFERABILITY. INVESTORSSHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR ANINDEFINITE PERIOD OF TIME.INVESTMENT IN THE INTERESTS WILL INVOLVE SIGNIFICANT RISKS DUE TO, AMONG OTHER THINGS, THE NATURE OFTHE FUND’S INVESTMENTS SOME OF WHICH ARE DISCUSSED UNDER “INVESTOR CONSIDERATIONS.” INVESTORS SHOULDHAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY THAT ARECHARACTERISTIC OF THE INVESTMENT DESCRIBED HEREIN. THERE WILL BE NO PUBLIC MARKET FOR THE INTERESTS,AND THEY WILL NOT BE TRANSFERABLE WITHOUT THE CONSENT OF THE GENERAL PARTNER.THE INTERESTS ARE BEING OFFERED SUBJECT TO VARIOUS CONDITIONS, INCLUDING: (I) WITHDRAWAL, CANCELLATIONOR MODIFICATION OF THE OFFER WITHOUT NOTICE; (II) THE RIGHT OF THE GENERAL PARTNER TO REJECT ANYSUBSCRIPTION FOR INTERESTS, IN WHOLE OR IN PART, FOR ANY REASON; AND (III) THE APPROVAL OF CERTAIN MATTERSBY LEGAL COUNSEL. EACH PROSPECTIVE INVESTOR IS RESPONSIBLE FOR ITS OWN COSTS IN CONSIDERING ANINVESTMENT IN INTERESTS. NEITHER THE GENERAL PARTNER NOR THE FUND SHALL HAVE ANY LIABILITY TO APROSPECTIVE INVESTOR WHOSE SUBSCRIPTION IS REJECTED OR PREEMPTED.PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENTOR OTHER ADVICE. EACH INVESTOR SHOULD MAKE ITS OWN INQUIRIES AND CONSULT ITS OWN ADVISORS AS TO THEFUND AND THIS OFFERING AND AS TO ANY LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT.THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FUND AGREEMENT OF THE FUND AND THESUBSCRIPTION AGREEMENT RELATED THERETO, COPIES OF WHICH WILL BE MADE AVAILABLE UPON REQUEST ANDSHOULD BE REVIEWED PRIOR TO PURCHASING INTERESTS IN THE FUND. NO PERSON HAS BEEN AUTHORIZED INCONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN ASCONTAINED IN THIS MEMORANDUM. NEITHER THE DELIVERY OF THIS MEMORANDUM AT ANY TIME, NOR ANY SALEHEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINEDHEREIN IS CORRECT AS OF ANY OTHER TIME SUBSEQUENT TO SUCH DATE. THIS MEMORANDUM DOES NOT CONSTITUTEAN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION ISUNLAWFUL. THE GENERAL PARTNER AND ITS AFFILIATES RESERVE THE RIGHT TO MODIFY ANY OF THE TERMS OF THEOFFERING AND THE INTERESTS DESCRIBED HEREIN. FURTHER NO THIRD PARTY HAS ASSUMED RESPONSIBILITY FORINDEPENDENTLY VERIFYING THE INFORMATION HEREIN AND ACCORDINGLY NO SUCH PERSON MAKES ANYREPRESENTATION WITH RESPECT TO THE ACCURACY OR COMPLETENESS OR REASONABLENESS OF THE INFORMATIONHEREIN.

THE OFFERING OF INTERESTS HAS BEEN STRUCTURED SUCH THAT NEITHER THE GENERAL PARTNER NOR THE FUND HASTO REGISTER UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, OR THE INVESTMENT COMPANY ACT OF1940, AS AMENDED.CERTAIN STATEMENTS MADE THROUGHOUT THIS DOCUMENT THAT ARE NOT HISTORICAL FACTS MAY CONTAINFORWARD-LOOKING STATEMENTS REGARDING THE FUND’S AND, IN SOME CASES, A PORTFOLIO COMPANY’S FUTUREPLANS, OBJECTIVES AND EXPECTED PERFORMANCE. ANY SUCH FORWARD-LOOKING STATEMENTS ARE BASED ONASSUMPTIONS THAT THE FUND AND/OR THE PORTFOLIO COMPANY (AS THE CASE MAY BE) BELIEVES ARE REASONABLE,BUT ARE SUBJECT TO A WIDE RANGE OF RISKS AND UNCERTAINTIES AND, THEREFORE, THERE CAN BE NO ASSURANCETHAT ACTUAL RESULTS MAY NOT DIFFER FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKINGSTATEMENTS. FOR A DISCUSSION OF SOME OF THE RISKS, SEE “INVESTOR CONSIDERATIONS.”AN INVESTMENT IN THE FUND MAY BE SUBJECT TO INCREASING REGULATIONS AND GOVERNMENTAL OVERSIGHT,INCLUDING, FOR EXAMPLE, THE UNITED STATES BANK SECRECY ACT AND THE USA PATRIOT ACT OF 2001 INCLUDINGTHEIR RESPECTIVE IMPLEMENTING REGULATIONS WHICH, AMONG OTHER THINGS, CONSTITUTE THE ANTI-MONEYLAUNDERING REGULATIONS. THERE CAN BE NO ASSURANCE THAT SUCH RULES WILL NOT REQUIRE VARIOUS INVESTORDISCLOSURES TO, AMONG OTHERS, DOMESTIC AND FOREIGN GOVERNMENTAL AUTHORITIES.FOR INFORMATION RELATING TO THE SECURITIES LAWS OF CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES, SEE“NON-U.S. OFFERING LEGENDS.”EACH INVESTOR THAT ACQUIRES INTERESTS WILL BECOME SUBJECT TO THE FUND AGREEMENT AND AN APPLICABLESUBSCRIPTION AGREEMENT. IN THE EVENT ANY TERMS OR PROVISIONS OF SUCH FUND AGREEMENT OR SUBSCRIPTIONAGREEMENT CONFLICT WITH THE INFORMATION CONTAINED IN THIS MEMORANDUM, SUCH FUND AGREEMENT ORSUBSCRIPTION AGREEMENT SHALL CONTROL.

BVB Investment Fund, L.P.Table of ContentsEXECUTIVE SUMMARY . 1SUMMARY OF THE OFFERING. 6INVESTOR CONSIDERATIONS .16Certain Risk Factors .16Tax Matters .22Certain ERISA Considerations .32Anti-Money Laundering and Anti-Terrorism Measures.34Additional Information .34NON-U.S. OFFERING LEGENDS.35-i-

Executive SummaryBVB Capital Group is a private equity firm established in 2008 by Marco Bonilla, Glenn Noremand Rob Van Naarden, to seek superior long-term capital appreciation through investments inemerging growth businesses positioned in front of major waves of growth opportunity. Theexperience BVB Members have gained by active investing across economic, business andtechnology cycles over the last 25 years should enable the firm to make informed judgmentswith respect to investment selection, operating decisions and exit opportunities.BVB Investment Fund, L.P. (“Fund” or “BVB”) is being established with a target of 100million of committed capital and intends to focus its equity and buyout investment activities onindustries and sectors in which it has knowledge.BVB Capital Group’s Investment FocusThe Fund anticipates investing in all stages of development of technology companies. Earlystage investments will generally focus on company formation around breakthrough technologies.The principals believe their years of operating management, investment management, privateequity and venture capital experience are strong resources. BVB believes that sourcing,incubating, developing, growing and realizing returns through early stage and emergingcompanies can yield superior returns.The Fund’s investment objective is to generate superior returns by investing in a mix of: Emerging early stage venture capital-1-

Later stage venture capitalCorporate partner equity positionsSmall undervalued public companies.We see areas of special interest in, but not limited to, the following sectors: Advanced Lighting TechnologiesAlternative/Renewable EnergyArtificial IntelligenceCleantechData Infrastructure & Database SolutionsData Mining SolutionseCommerce & Web-based Application DeliveryElectric and Plug-In Hybrid VehiclesEnergy StorageMobilityOn Demand SoftwarePower Control & ManagementUtility-Scale Solar Power TechnologiesManagement of the FundBVB Partners, LLC (the General Partner) is responsible for the management of the Fund. TheManaging Members of the General Partner are:Marco Bonilla – Mr. Bonilla is a former Senior Partner with Deloitte & Touche, as well as asuccessful entrepreneur and executive with multinational and Fortune 100 companies, whichincluded Coulter Electronics, ITT, Ericson, KPMG and Tyco International. He also served assenior advisor to numerous CXO and board level executives in Europe, North America, andSouth America. Mr. Bonilla started his first engineering company upon graduating as anelectrical engineer. As an entrepreneur, he has also established a number of successfulbusinesses, and has held general management and operating positions as President, ExecutiveVice-President, Director and Manager. He was a Senior Vice-President for one of the largestbusiness process outsourcing companies in the financial sector, Creditek. He holds a BS inelectrical engineering from the University of Costa Rica and an MBA degree in finance from theWharton School, University of Pennsylvania, and was the recipient of a Wharton Fellowship.Glenn Norem – Mr. Norem is the Executive Chairman of B2B Catalyst, LLC. B2B Catalystprovides merger and acquisition consulting and business advisory services to small and mid-cappublic companies in the electronics, software, and communications industries. Prior to B2BCatalyst in 1990, he was a general partner for two venture capital firms focused on start-up andearly-stage companies. Portfolio companies included: Silicon Graphics, Convex Computer,Xilinx, Crystal Semiconductor, Proteon, Telinq, ProNet, Network Equipment Technology,Radius, Benchmarq Microelectronics, Stratacom, Cyrix, Ventritex, Salutar, Glycomed, Ligand,and Menlo Care.-2-