Pre-IPO position in Prometheus.

Risks Related to the Fund and its Investment in Prometheus

Limited Information on Prometheus.

The Interests represent an indirect interest in the shares of Series B preferred stock of FL2024-008, Inc., dba Prometheus (the “Prometheus Securities”), which will be purchased through the Third-Party Fund at the Manager’s discretion. Prometheus is a private company, and there is very limited information available on the financial operations of Prometheus. No representation has been made or will be made by the Fund, the Manager, the Investment Manager and/or the Placement Agent regarding Prometheus’s business, financial condition or prospects and the Fund must rely on due diligence, if any performed by Third-Party Funds regarding Prometheus and the shares.

Risks Inherent in Investments in Early-Stage Companies.

Prometheus is an early-stage company, and the Fund’s indirect investment in the Prometheus Securities through the Third-Party Fund involves a high degree of risk. Early-stage companies frequently encounter substantial risks and uncertainties relating to product development, commercialization, manufacturing, competition, financing, regulatory matters, scaling operations, and general management. Prometheus may require significant additional capital to support its operations and growth, and there can be no assurance that such financing will be available on favorable terms, if at all. Any inability by Prometheus to obtain additional financing could adversely affect its business, operations, growth prospects, and valuation, which could negatively impact the value of the Fund’s indirect investment in Prometheus. In addition, the market for Prometheus’s products and services may not develop as anticipated, and its business model, operations, or prospects may not prove successful. As a result, the value of the Prometheus Securities could decline substantially, and Members could lose all or a substantial portion of their investment in the Fund.

Investment in Technology Companies.

The Fund’s investment in Prometheus is subject to risks commonly associated with early-stage technology companies. Prometheus operates in rapidly evolving and highly competitive industries characterized by changing technologies, evolving consumer and commercial demand, intense competition, reliance on intellectual property, and the need for continued innovation and technological development. In addition, Prometheus’s business and growth prospects may depend on its ability to attract and retain skilled management, engineering, technical, and other personnel. Prometheus may also be subject to risks relating to intellectual property disputes, cybersecurity, changing regulatory frameworks applicable to its business, and fluctuations in investor sentiment toward technology-focused companies. Any failure by Prometheus to successfully respond to such risks could adversely affect the value of the Prometheus Securities and the Fund’s investment therein.

Unless Prometheus completes an initial public offering (“IPO”) or is acquired, the Fund’s investment in Prometheus will be illiquid. In that situation, the Fund may be unable to sell its Prometheus Securities or may be forced to do so at a loss. Members may lose their entire investment.

Prometheus is a privately held company. There is no ready market for the Prometheus Securities. Therefore, the Fund will be able to sell its Prometheus Securities only if Prometheus completes an IPO or if Prometheus is acquired or on a private market, if available. No assurance can be given that an IPO or other liquidity event will be consummated by Prometheus in the future. The management and board of directors of Prometheus may have a differing view of the efficacy of an IPO or other liquidity event than that of the Members or the Manager. The Fund will be dependent on the decisions of Prometheus’s management and board of directors that will affect the value and liquidity of the Prometheus Securities. Even if one of these modes of liquidity is available, the price offered for the Prometheus Securities may be less than the price paid by the Fund. If none of these modes of liquidity is available, the Fund will likely be unable to realize any return on its investment in Prometheus. Accordingly, Interests should represent only a small portion of a Member’s overall investment portfolio and net worth as the purchase of Interests is a highly risky investment and Members could lose their entire investment.

Potential Dilution in the Future.

The Prometheus Securities represent an indirect interest in shares of Series B preferred stock of Prometheus. In the event that Prometheus issues additional shares of capital stock in the future, including options or warrants to purchase capital stock or preferred stock, there will be dilution to the Fund’s indirect interest in Prometheus.

There may be indebtedness or preferred securities that are senior to and have a liquidation preference over the Prometheus Securities.

Prometheus may have indebtedness outstanding, which indebtedness is senior in liquidation to the Prometheus Securities. Additionally, Prometheus may have outstanding or issue in the future senior/preferred securities that have a liquidation preference over the Prometheus Securities. Even if there is a liquidity event (whether through a sale of the Company, merger, or initial public offering) at a similar valuation at which you indirectly acquired the Prometheus Securities, there is no assurance that you will receive all or a portion of your investment back, as the debt holders and preferred holders may be entitled to all or a majority of the proceeds.

No Control over Prometheus or its Future Valuation.

The Fund will not obtain representation on the board of directors or have any control over the management of Prometheus and the success of the Fund’s investment in Prometheus depends on the ability and success of the management of Prometheus in operating its business and maximizing the value of the Prometheus Securities held by the Fund, in addition to economic and market factors. There may be no market for the Prometheus Securities, and any market that does develop may be very limited. Accordingly, valuations may fluctuate considerably and the per share valuations that are negotiated by the Fund and/or Third-Party Fund may bear limited or no relationship to future valuations of Prometheus in any market that may develop for such shares, whether private or public.

No Assurance of an IPO or other Liquidity Event in Prometheus.

Although an investment in the Prometheus Securities may offer the opportunity for gains, such investment involves a high degree of business and financial risk and uncertainty that can result in substantial losses. No public market currently exists for the Prometheus Securities, and no assurance can be given that an IPO or other liquidity event will be consummated by Prometheus in the future. The management and board of directors of Prometheus may have a differing view of the efficacy of an IPO or other liquidity event than that of the Members or the Manager. The Fund will be dependent on the decisions of Prometheus management and board of directors that will affect the value and liquidity of the Prometheus Securities.

Side-by-Side Investments; Allocation of Opportunities; Conflicts of Interest

The Fund may invest in Prometheus alongside other investment vehicles, funds or series managed, sponsored, or advised by the Manager, the primary Third-Party Fund, the Investment Manager, the Placement Agent, or their respective affiliates, including funds and series under common control (collectively, “Related Vehicles”). Because the Fund, the Manager, the primary Third-Party Fund, the Investment Manager, the Placement Agent, and certain Related Vehicles may be under common control and/or share common ownership, personnel, and economic interests, numerous actual and potential conflicts of interest may arise in connection with the management and operation of the Fund and the Offering. Such conflicts may include, among other things, the allocation of investment opportunities, co-investment opportunities, follow-on investments, financing arrangements, exit opportunities, management time and attention, and the allocation of expenses and liabilities among the Fund and Related Vehicles. Certain investment opportunities suitable for the Fund, including investments in Prometheus, may also be suitable for one or more Related Vehicles, and the Manager and Investment Manager may determine, in their sole discretion, how such opportunities are allocated. In addition, the Fund may participate in side-by-side investments with Related Vehicles on substantially similar terms and conditions through structures established or controlled by the Manager or its affiliates. Conflicts of interest between the Fund, the Manager, the primary Third-Party Fund, the Investment Manager, the Placement Agent, their affiliates, and other Related Vehicles will be resolved by the Manager in its sole discretion, and such determinations may adversely affect the Fund, the Offering, and the Members. There can be no assurance that any conflict of interest will be resolved in favor of the Fund, its Members, or the Offering, or that the Fund will be given priority with respect to any particular investment opportunity. As a result, Members may be adversely affected by decisions made by the Manager, the primary Third-Party Fund, the Investment Manager, the Placement Agent, or their affiliates in connection with side-by-side investments and the activities of Related Vehicles. Paradox Capital Partners, LLC, an affiliate of the controlling person of the Manager and an affiliate of counsel to the Fund and the Manager and EquiDeFi, Ltd., is the initial limited liability company Member of the Fund as to which each of the actual or apparent conflicts of interest described above shall apply, and each prospective investor and Member shall waive and does by execution of their subscription agreement waives all such conflicts of interest related to such party and such other parties as described herein and agrees to indemnify and hold harmless all of such persons from any and all conflicts of interest among other costs and liabilities as set forth in the Operating Agreement.

Counsel for the Fund May Have Interests Which May Not Align with Members.

Counsel represents the Fund, the Manager, and EquiDeFi, Ltd. as well as other affiliates of the Fund, the Manager, EquiDeFi, Ltd. and their affiliates. It is not anticipated that the Fund, the Manager, EquiDeFi, Ltd. will engage separate counsel to represent Members. In addition, counsel owns interest in the Fund and the right to receive fees from the Fund, Members and prospective Members of the Fund should seek their own tax advisors and legal counsel.

Risks Related to the Third-Party Fund

Prospective investors and Members in the Fund should be aware that an investment in of the Fund involves a high degree of risk. In particular, the Fund intends to indirectly invest in Prometheus Securities through its investment in the primary Third-Party Fund which, in turn, may invest in additional Third-Party Funds over which it has no control and may not be able to influence. There can be no assurance that this Funds’ investment objectives will be achieved, or that an investor will receive a return of its capital. The following considerations, among others, should be carefully evaluated before making an investment in the Fund.

No Assurance of Returns.

There can be no assurance that the Fund will receive distributions from any Third-Party Fund and remit distributions to Members in an amount equal to each Member’s investment in the Fund. The timing of profit realization from the Fund’s investment in the Third-Party Fund, if any, is highly uncertain.

Reliance on the Third-Party Fund’s Management.

The Third-Party Fund’s general partner, managing member, investment manager, adviser, sponsor, manager, or other persons or entities responsible for managing the investments and/or operations of the Third-Party Fund, as applicable (collectively, the “Third-Party Fund’s Management”) will have sole ultimate discretion over the management, holding period, disposition, and ultimate realization of value from the Third-Party Fund’s underlying investment in Prometheus, including the comparable discretion of associated persons over such matters which the persons or entities associated with any downstream Third-Party Funds will have. Members will not participate in decisions relating to the structuring, acquisition, management, valuation, or disposition of such investment and may not receive the same level of information regarding Prometheus that is made available to the Third-Party Fund or the Third-Party Fund’s Management. Accordingly, Members will be substantially dependent upon the judgment, experience, and performance of these third parties. The loss of one or more principals of the Third-Party Funds’ Management, or any failure by the Third-Party Funds’ Management to successfully manage the Third-Party Funds’ underlying investment in Prometheus, could materially and adversely affect the value of the Fund’s investment in the Third-Party Fund and the Members’ investments in the Fund. There can be no assurance that the Third-Party Funds’ Management will successfully realize value from the Third-Party Funds’ investment in Prometheus or achieve any particular investment results.

Lack of Information for Monitoring and Valuing the Third-Party Fund's Assets.

The Third-Party Fund’s Management may have limited access to financial, operational, valuation, or other information relating to the Third-Party Fund’s underlying investment in Prometheus. As a result, the Third-Party Fund’s Management may not become aware on a timely basis of material developments affecting Prometheus or the value of the underlying investment. In addition, valuations of the Third-Party Fund’s investment in Prometheus may be based on limited available information and subjective judgments and may not reflect the price at which such investment could actually be sold. Accordingly, any valuation reported by the Third-Party Fund’s Management may differ materially from the realizable value of the underlying investment.

Competitive Marketplace.

The marketplace for private company and venture capital investments is highly competitive. Participation by financial intermediaries has increased, substantial amounts of capital have been dedicated to private investments, and competition for investment opportunities remains intense. As a result, there can be no assurance that the Third-Party Fund will be able to acquire the Prometheus Securities on the anticipated terms, or at all. In addition, changes in market conditions, investor demand, the availability of securities, or other factors may adversely affect the terms, timing, or completion of the acquisition. Any failure to complete the acquisition of the Prometheus Securities on the anticipated terms, or any material change to the terms of such acquisition, could adversely affect the value and performance of the Third-Party Fund's investment in Prometheus and, in turn, negatively impact the value of the Fund's investment in the Third-Party Fund and the Members' investments in the Fund.

Minority Investment.

The Third-Party Fund’s underlying investment in Prometheus represents a minority, non-controlling interest in Prometheus. Accordingly, the Third-Party Fund will have limited or no ability to influence the management, operations, strategic direction, financing activities, or timing of any liquidity event relating to Prometheus. The Third-Party Fund will not have the right to appoint a director to the board of directors of Prometheus or otherwise exercise significant influence over Prometheus’s management or affairs. As a result, the value and success of the Fund’s indirect investment in Prometheus will be substantially dependent upon the decisions and performance of Prometheus’ management and board of directors, whose interests may differ from those of the Fund, the Third-Party Fund, or the Members.

Indemnification.

The Third-Party Fund may be required to indemnify the Third-Party Fund’s Management and certain of the owners, principals and affiliates for liabilities incurred in connection with the affairs of the Third-Party Fund. Such liabilities may be material and have an adverse effect on the returns to the Member. If the assets of the Third-Party Fund are insufficient to satisfy such indemnification obligations, previously distributed amounts may, under certain circumstances, become subject to recall or clawback obligations.

Future and Past Performance.

The prior investment performance of the Fund and the Third-Party Funds’ Management, its principals or related investment vehicles is not necessarily indicative of the future performance of the Third-Party Fund or the Fund’s indirect investment in Prometheus. There can be no assurance that any investment objectives or targeted returns will be achieved, and Members may lose all or a substantial portion of their investment.

Leverage.

To the extent the Company has a leveraged capital structure or borrows or enters into other financing transactions requiring periodic payments, the Third-Party Funds’ investment in the Company may become subject to adverse economic conditions, such as a significant rise in interest rates, reduced access to capital, industry downturns or deterioration in the Company’s business or financial condition. If the Company is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the value of the Third-Party Fund’s underlying investment in the Company could be significantly reduced or eliminated, which could adversely affect the value of the Fund’s investment in the Third-Party Fund and the Members’ investments in the Fund.

Potential Liabilities.

Because the Fund will indirectly invest in Prometheus through the Third-Party Fund, the Third-Party Fund may be subject to liabilities, expenses, indemnification obligations, claims, litigation, regulatory proceedings, or other obligations arising in connection with its operations, activities, investments, governing documents, service providers, or the ownership or disposition of the Prometheus Securities. Any such liabilities, expenses, indemnification obligations, claims, settlements, defense costs, or other obligations could materially and adversely affect the assets and performance of the Third-Party Fund and the value of its investment in Prometheus, which in turn could negatively impact the value of the Fund's investment in the Third-Party Fund and the Members' investments in the Fund.

Contingent Liabilities on Disposition of Investments.

In connection with the disposition of its investment in Prometheus, the Third-Party Fund may be required to make representations about the business and financial affairs of Prometheus typical of those made in connection with the sale of a business. The Third-Party Fund may be required to indemnify the purchasers

of its investment in Prometheus to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which the Third-Party Fund’s Management may establish reserves and escrows. In that regard, distributions may be delayed or withheld until such reserve is no longer needed or the escrow period expires. Any such indemnification obligations, reserves, escrows, or delays in distributions by the Third-Party Fund may adversely affect the timing and amount of distributions received by the Fund from the Third-Party Fund, which could in turn negatively impact the value of the Members’ investments in the Fund and delay or reduce returns to Members.

No Reserves for Follow-On Investments.

The Third-Party Fund may have limited or no reserves for follow-on investments in Prometheus and may, therefore, be unable to take advantage of attractive follow-on or other investment opportunities or to protect its existing investments from dilutive or other punitive terms associated with "pay-to-play" or similar provisions. Although the Third-Party Fund may participate in future financing rounds of Prometheus, there can be no assurance that sufficient capital will be available for such purposes or that the Third-Party Fund will elect to make any such additional investments. As a result, the Third-Party Fund’s interest in Prometheus may become diluted or otherwise adversely affected, which could negatively impact the value of the Fund’s investment in the Third-Party Fund and the Members’ investments in the Fund.

Absence of Liquidity and Public Markets.

The Fund’s investment in Prometheus will be held indirectly through the Third-Party Fund and in turn, through other downstream funds. As a result, the timing and amount of any liquidity, distributions, or proceeds received by the Fund in respect of the Prometheus Securities will depend not only on the occurrence of a liquidity event involving Prometheus, but also on the decisions, processes, and distribution policies of the Third-Party Fund’s Management and each downstream fund which may determine to retain its underlying investment in Prometheus for an extended period of time, establish reserves or escrows, delay distributions, distribute securities in-kind or in cash, or otherwise retain proceeds attributable to the Prometheus Securities for legal, tax, indemnification, administrative or other purposes. Accordingly, even if liquidity is achieved with respect to the Prometheus Securities, distributions to the Fund and ultimately to Members may be delayed, reduced, or withheld, and Members may have limited ability to realize liquidity with respect to their investment in the Interests.

Market Lock-Up Provisions.

If Prometheus engages in a public offering, the shares of Series B preferred stock underlying the Prometheus Securities and held through the Third-Party Fund and downstream funds may remain subject to contractual, legal, or market-based “lock-up” provisions that could restrict the ability of the Third-Party Fund to sell or otherwise dispose of such securities for extended periods of time following the public offering. During any such lock-up period, the market value of the underlying shares may fluctuate significantly, including declining below the value initially established in the public offering. Accordingly, even if Prometheus completes a public offering and liquidity is otherwise available, there can be no assurance that the Third-Party Fund will be able to dispose of its underlying investment in Prometheus on favorable terms or at desired times, which could delay or adversely affect distributions or returns to the Fund and ultimately to Members.

No Market; Illiquidity of and Transfer Restrictions Relating to Third-Party Fund Interests.

The Fund’s investment in the Third-Party Fund is illiquid and it involves a high degree of risk. Because interests in the Third-Party Fund will not be registered under the 1933 Act, there will be no public market for such interests, and it is not expected that a public market will develop. In addition, the transferability of the Fund’s interests in the Third-Party Fund will be restricted by the Third-Party Fund’s governing

documents and applicable United States federal and state securities laws. The Fund may not be able to avail itself of the provisions of Rule 144 of the 1933 Act with respect to a proposed transfer of its interests in the Third-Party Fund, and the Fund generally will not be permitted to transfer or dispose of such interests unless they are subsequently registered under the 1933 Act or an exemption from registration is available. Furthermore, any transfer of the Fund’s interests in the Third-Party Fund may be subject to the consent of the Third-Party Fund’s Management or other transfer restrictions contained in the Third-Party Fund’s governing documents. Consequently, the Fund may be required to hold its interests in the Third-Party Fund for an indefinite period of time and bear the economic risks of such investment, which could adversely affect the value and liquidity of the Members’ investment in the Fund.

No Portfolio Diversification.

The Fund’s indirect interest in the shares of Series B preferred stock of Prometheus held through the Third-Party Fund will not be diversified. Accordingly, a downturn of the economy generally, or in the business, financial condition, or prospects of Prometheus could adversely impact the aggregate returns delivered to the Fund and its Members by the Third-Party Fund.

Conflicts of Interest.

The following discussion enumerates certain potential conflicts of interest that should be carefully evaluated before making an indirect investment in the Third-Party Fund. The following is not intended as an exhaustive list of potential conflicts. Instances may arise where the interests of the Third-Party Fund’s Management (or its affiliates or principals) may potentially or actually conflict with the interests of the Third-Party Fund or the Third-Party Fund's investors. For example, the existence of a performance-based incentive may prompt the Third-Party Fund’s Management to make more speculative investments on behalf of the Third-Party Fund than it would otherwise make absent such arrangement. Further, conflicts of interest may arise as a result of the principals of the Third-Party Fund’s Management or other investment funds managed by the Third-Party Fund’s Management having existing investments in the Company, as well as other investments, both public and private. Additionally, principals of the Third-Party Fund’s Management or their affiliates may have relationships with, investments in, or provide services to the Company or other parties involved in the investment, which may give rise to actual or potential conflicts of interest. Such conflicts may influence, or appear to influence, decisions relating to the acquisition, management, valuation, disposition, or other activities relating to the Third-Party Fund’s investment in the Prometheus Securities. Any such actual or potential conflicts of interest could adversely affect the value and performance of the Third-Party Fund’s investment in Prometheus and, in turn, negatively impact the value of the Fund’s investment in the Third-Party Fund and the Members’ investments in the Fund.

Lack of Control.

Subject to the implementation of the investment limitations, if any, contained in the Third-Party Fund's governing documents, the Third-Party Fund’s Management will have broad discretion in managing the Third-Party Fund's investment in the Company and the business and affairs of the Third-Party Fund. Neither the Fund nor the Members will make or participate in decisions with respect to the acquisition, management, disposition, valuation or other realization of the Third-Party Fund’s investment in the Company or other decisions regarding the operations or affairs of the Third-Party Fund. Accordingly, Members will be substantially dependent upon the judgment, decisions, and performance of the Third-Party Fund’s Management with respect to the Fund’s investment in the Prometheus Securities.

Withholding and Other Taxes.

The Third-Party Fund’s Management intends to structure the Third-Party Fund's investments in a manner that is intended to achieve the Third-Party Fund's investment objectives; however, notwithstanding anything contained herein to the contrary, there can be no assurance that the structure of the Third-Party Fund’s investment in the Company will be tax efficient for the Members or that any particular tax result will be achieved. In addition, tax reporting requirements may be imposed on the Member and other investors in the Third-Party Fund under the laws of the jurisdictions in which such investors are liable for taxation or in which the Third-Party Fund’s underlying investment activities occur. Members should consult their own professional advisors with respect to the tax consequences of an investment in the Fund, including the indirect investment in the Company through the Fund’s investment in the Third-Party Fund. Furthermore, returns realized by the Third-Party Fund in respect of its underlying investment in the Company may be reduced by withholding or other taxes imposed by applicable taxing authorities, which could adversely affect returns to the Fund and its Members.

Diverse Investors.

Investors in the Third-Party Fund may have conflicting investment, tax, and other interests with respect to their investments in the Third-Party Fund. The conflicting interests of individual Third-Party Fund investors may relate to or arise from, among other things, the nature of the Third-Party Fund’s underlying investment in the Company, the structuring or the acquisition of such investment and the timing of disposition thereof. As a consequence, conflicts of interest may arise in connection with decisions made by the Third-Party Fund’s Management with respect to the nature, timing or structuring of investments that may be more beneficial for some Third-Party Fund investors than for others, particularly with respect to investors' individual tax situations. In selecting and structuring investments appropriate for the Third-Party Fund, the Third-Party Fund’s Management will consider the investment and tax objective of the Third-Party Fund and its investors as a whole, which objectives may differ from the particular investment, tax, liquidity, or other objectives of the Fund, the Members or any other particular individual Third-Party Fund investor.

Risk of Dilution.

Investors subscribing for interests in the Third-Party Fund at closings occurring after the Third-Party Fund's initial closing will participate in then-existing investments of the Third-Party Fund, thereby diluting the interests of existing investors therein. Although such investors will generally contribute their pro rata share of prior capital contributions previously drawn down by the Third-Party Fund, there can be no assurance that such contributions will reflect the fair value of the Third-Party Fund's existing investments at the time such additional investors subscribe for interests in the Third-Party Fund.

Tax Considerations.

The Fund’s investment in the Third-Party Fund may generate taxable income or gain allocable to Members regardless of whether corresponding cash distributions are made. Accordingly, Members may incur tax liabilities without receiving sufficient distributions to satisfy such liabilities. In addition, the tax consequences of the Fund’s indirect investment in the Third-Party Fund may differ from the economic results of such investment during any particular taxable year. Members should consult their own tax advisers regarding the tax consequences of an investment in the Fund.

Possibility of a Tax Audit.

The Third-Party Fund’s tax returns and related tax reporting positions may be subject to audit or challenge by taxing authorities. Any such audit or challenge could result in adjustments to the tax treatment of the Third-Party Fund and its investors, including the Fund and indirectly the Members, which could result in additional taxes, interest, penalties, or administrative expenses.

No Distributions with Respect to Tax.

The Third-Party Fund may not make distributions to the Fund or the Members sufficient to pay federal, state, local or other income tax labilities arising from the Fund’s indirect investment in the Company through the Third-Party Fund. Accordingly, Members may be allocated taxable income or gain attributable to the Fund’s investment in the Third-Party Fund and its indirect investment in the Company without receiving corresponding cash distributions from the Fund or the Third-Party Fund, and Members may be required to satisfy any resulting tax liabilities from other sources.

Confidential Information.

The Third-Party Fund may be subject to confidentiality obligations with respect to the Company and the Prometheus Securities. As a result, the information that may be shared with the Fund and the Members concerning the Company, the Prometheus Securities, or the Third-Party Fund's investment may be limited. Such confidentiality restrictions may limit the Fund's ability to evaluate, monitor, or report on the investment and may reduce the information available to Members.

Regulatory and Legal Risks

Reliance on Securities Act Exemptions.

The offer and sale of Interests has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, in reliance on exemptions from registration, including Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder. The availability of these exemptions depends on the accuracy of representations made by investors and compliance with applicable restrictions on general solicitation and advertising. If the Fund were found not to have satisfied the requirements of an applicable exemption, investors could be entitled to rescind their investment, and the Fund could become subject to significant liability, either of which could have a material adverse effect on the Fund.

Reliance on Investment Company Act Exemptions.

The Fund intends to rely on an exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(1) or Section 3(c)(7) thereof. Continued reliance on this exclusion requires that the Fund's outstanding securities be beneficially owned by no more than 100 persons or, in the case of Section 3(c)(7), exclusively by “qualified purchasers”, and that the Fund not make or propose to make a public offering of its securities. A failure to satisfy these requirements on an ongoing basis, including as a result of transfers of Interests, could require the Fund to register as an investment company, which would impose substantial additional costs, restrictions, and operational burdens on the Fund.

Investor Eligibility.

Investors must meet, and must continue to satisfy, applicable eligibility standards, including “accredited investor” status under Regulation D and, if applicable, “qualified purchaser” status under the Investment Company Act. Any misrepresentation by an investor regarding its eligibility could jeopardize the Fund's exemptions under the Securities Act and/or the Investment Company Act and expose the Fund and its Manager to liability.

Side Letters; Disparate Treatment of Investors.

The Manager may enter into side letters or similar agreements with certain investors that provide additional or different rights, including with respect to information, fees, transfer, or other terms, without the consent of other investors. Investors that do not receive such rights may be treated less favorably than investors that do.

Regulatory Change.

Changes in applicable securities, tax (including the treatment of carried interest), or investment company laws and regulations, or in their interpretation or enforcement, could adversely affect the structure, operation, or economics of the Fund, or could require the Fund to modify its structure or operations in ways that adversely affect investors.

Litigation and Indemnification.

The Fund, the Manager, and their respective affiliates may become subject to claims or litigation arising from the Fund's activities, its investment in the Portfolio Company, or disputes among investors. Under the Operating Agreement, the Fund may be obligated to indemnify the Manager and its affiliates for losses, costs, and expenses arising from such matters, which would reduce the assets of the Fund available for distribution to investors.

General and Market Risks

Economic and Market Conditions.

General economic and financial market conditions, including interest rate changes, inflation, credit market disruptions, and sector-specific downturns (including in the technology or venture capital markets generally), could adversely affect the Portfolio Company's ability to raise future capital, the valuation of the Portfolio Company, and the availability and terms of any eventual liquidity event.

No Assurance of Return of Capital.

There is no assurance that the Fund will be profitable or that investors will receive any distributions from the Fund. Investors could lose all or a substantial portion of their invested capital. Prospective investors should not invest in the Fund unless they can readily bear the consequences of such a loss.

Use of Credit Cards, ACH and Other Payment Methods.

Each person that has tendered a Subscription Agreement to the Fund (and whose subscription has been accepted by the Manager as of such date) has the option of paying for their investment in the Fund with a credit card, debit card, ACH or crypto wallet (an “Alternative Payment Method”) which is not usual in the traditional investment markets. Transaction and convenience fees charged by credit card companies (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states), as well as gas and other charges imposed on cryptocurrency transactions, as well as exchange rate fluctuations for fiat to crypto and crypto to fiat exchanges, will add to the effective purchase price of the Member’s subscription and Fund investment cost, which will not be recoverable by the Member upon any distribution from the Fund. Prior to any Initial Closing or Additional Closing on a Member’s subscription using an Alternative Payment Method, the Member may be required by the Manager to pay or reimburse the Fund an additional surcharge (in addition to the Management Fee and expense reimbursement) in order to reimburse the Fund for the cost of the person that has tendered a Subscription Agreement to the Manager using an Alternative Payment Method, of the Manager may elect to absorb the cost as an Expense of the Fund, in the Manager’s discretion. The cost of using an Alternative Payment Method may also increase if a Member does not make the minimum monthly payments or incurs any late fees. Using an Alternative Payment Method is a relatively new form of payment for securities and will subject Members to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), a Member may risk damaging its credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering by the Fund, recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on a Member’s investment. The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled Credit Cards and Investments - A Risky Combination, which explains these and other risks prior to using a credit card to pay for investment in the Fund.

The foregoing does not purport to be a complete list or explanation of all risks involved in an investment in the Fund. Prospective investors should consult with their own legal, tax, and financial advisors prior to making an investment decision, and should not construe the contents of this Memorandum as legal, tax, or financial advice.