Fund II Consent Order and $2,500 Penalty

ST A TE OF NEW HAMPSHIRE DEPARTMENT OF STATE BUREAU OF SECURITIES REGULATION CONCORD, NEW HAMPSHIRE IN THE MATTER OF: ) ) Fund II, a series of Cambrian VC, LP ) 1-2025000065 ) ) RESPONDENT ) ) __________________ ) CONSENT ORDER I. For purposes of settling the above-referenced matter and in lieu of further administrative proceedings, Fund II, a series of Cambrian VC, LP (hereinafter referred to as "Fund II"), has submitted an offer ofsettlement, which the Bureau of Securities Regulation, Department ofState, State ofNew Hampshire (hereinafter referred to as "the Bureau") has determined to accept. Accordingly, Fund II, without admitting or denying the allegations or findings contained herein, does hereby consent to the entry of this Order and the following undertakings and sanctions: The Facts I. On July 15, 2025, Fund II made the first sale of its securities in this state to a New Hampshire resident. 2. On August 4, 2025, Fund II, sent a notice filing to the Bureau relying on the exemption from securities registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended, and New Hampshire RSA 421-B:3-302. 3. The notice filing was received by the Bureau on August 4, 2025. The Law l. Pursuant to New Hampshire RSA 421-B:3-301, it is unlawful for any person to offer or sell any security in this state unless the security is registered pursuant to RSA 421- B, the security, offer, or transaction is exempt under RSA 421-B:2-201 through 2- 203, or the security is federally covered. Respondent Fund II is subject to this provision. 2. Pursuant to RSA 421-B:3-302, Fund II, which sold a federal covered security as described in section 18(b )( 4 )(F) of the Securities Act of 1933, was required to notice

file with the Bureau within fifteen (15) days ofthe first sale in New Hampshire yet, as outlined above, Fund II filed its notice filing on August 4, 2025, more than one year after the first sale of covered securities in New Hampshire. 3. Pursuant to RSA 421-8:6-614( d)(2), any notice filing delinquent by more than one (I) year may be subject to the fines and penalties outlined in RSA 42 I-B:6-603, 6- 604, and 5-508. Respondent Fund II is subject to this provision. JI. In view ofthe foregoing, Respondent agrees to the following undertaking and sanctions: 1. Respondent Fund II agrees that it has voluntarily consented to the entry ofthis Order and represents and avers that no employee or representative ofthe Bureau has made any promise, representation, or threat to induce its execution. 2. Respondent Fund II agrees to waive its right to an administrative hearing and any appeal therein under this chapter. 3. Respondent Fund II agrees that this Order is entered into for purpose of resolving only the matter as described herein. This Order shall have no collateral estoppel, res judicata or evidentiary effect in any other lawsuit, proceeding, or action, not described herein. Likewise, this Order shall not be construed to restrict the Bureau's right to initiate an administrative investigation or proceeding relative to conduct by Respondent which the Bureau has no knowledge at the time of the date offinal entry ofthis Order. 4. Respondent Fund II agrees not to take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation in this Consent Order or create the impression that the Consent Order is without factual basis. Nothing in this provision affects Respondent's testimonial obligations or right to take legal positions in litigation in which the State of New Hampshire is not a party. 5. Respondent Fund II agrees to cease and desist from further violations ofNew Hampshire RSA 421-B. 6. Respondent Fund II agrees to submit payment to the State ofNew Hampshire representing administrative penalties in the amount ofTwo Thousand Five Hundred Dollars ($2,500). 7. Upon execution ofthis Order by Respondent Fund II, Fund II agrees to pay a total ofTwo Thousand Five Hundred Dollars ($2,500) to the State ofNew Hampshire, which will be applied to settlement ofthe above-captioned matter. Payment must be made by I) business check, certified check, or postal money order; 2) made payable to the State ofNew Hampshire; and 3) mailed to the Bureau ofSecurities Regulation, Department of State, State House, Room 204, Concord, New Hampshire, 0330 I.

1. This Consent Order is not intended to indicate that Respondent Fund II should be subject to any statutory disqualifications set forth in (a) the federal securities laws or regulations promulgated thereunder, (b) the rules and regulations ofany self-regulatory organization, or (c) various states' securities laws, including any disqualifications from relying on exemptions from registration or associated safe harbor provisions. The Bureau confirms that disqualification under 17 C.F .R. Section 230.506(d)(l)(iii) should not arise, and is not intended to arise, as a consequence ofthis order. III. Based on the foregoing, the Bureau deems it appropriate and in the public interest to accept and enter into this Order. THEREFORE, IT IS HEREBY ORDERED THAT: l. Respondent cease and desist from further violations of the New Hampshire Securities Act pursuant to RSA 421-B. 2. Respondent pay administrative penalti es in the amount ofTwo Thousand Five Hundred Dollars ($2,500). 3. Respondent comply with the above-referenced undertakings and sanctions. Executed this~day of December, .§_. on behalf of Fund II, a series of Cambrian VC, LP (Please print name below) By: Fund GP, LLC, the fund's General Partner By: Belltower Fund Group, Ltd., its agent By: Abraham WIison, Authorized Person Entered this ~ ~day ofJ~"v'1 f!!L-Eric Forcier, Director N.H. Bureau of Securities Regulation