RISK FACTORS AND INVESTMENT CONSIDERATIONS

The risks of investing in each Start Fund (each a "Fund") include, but are not limited to, the following:

Operating History of the Fund; Risks Inherent in Investment Strategy

The purchase of interests in the Fund is highly speculative and involves significant risks, and the interests should not be purchased by any person who cannot afford the loss of their entire investment. Holders of interests may be unable to realize a return on their investment. Each prospective purchaser of interests should read all legal materials carefully and consult with their attorney and business and/or investment advisor.

The Fund does not have any business history or operating experience. There can be no assurance that any of the Fund's investments will be profitable. Any investment in the Fund should be considered a high-risk investment because the Fund is a start-up investment vehicle that may invest in highly speculative securities. The identity of the Fund's investments and terms of the securities has not been determined. The Fund's investments will depend on the availability and pricing of the securities, and the availability of capital in the Fund. The Fund's strategy is dependent on the Manager's and Investment Lead's research and judgment based on information provided by potential portfolio companies. No assurance can be given that the Fund's investment strategy will be successful or that any information provided by portfolio companies will be accurate.

Fees; Nature of Investments

The Fund is subject to management fees, which the Manager will keep irrespective of profitability. This fee must be offset by profits on income generated from securities or sales of securities to avoid losses. There can be no assurances that the Manager will be able to secure investment capital in amounts sufficient to provide the Fund with enough capital to enable it to meet its investment objectives. The business of identifying and implementing investments in portfolio companies involves a high degree of uncertainty. Members will need to rely upon the ability of the Manager to identify and implement investments in securities consistent with the Fund's investment objective. There can be no assurance that the Manager will either identify or consummate profitable investments for the Fund. A period of time may be required for the Manager to identify acceptable investment opportunities sufficient to fully invest the capital received by the Fund. The Fund may be required to hold its securities for a significant period of time in order to achieve its investment objectives. The securities will be comprised primarily of "restricted securities" and the Fund will not be able to readily liquidate such securities. There can be no assurance that the Fund will realize any gains from its investments or that members will receive a return on their investments.

Portfolio Company Risks

Although the Fund's investments may offer the opportunity for significant gains, such investments will involve a high degree of business and financial risk that can result in substantial losses.

These risks include the risks associated with investment in companies in an early stage of development or with limited operating history, companies operating at a loss or with substantial variations in operating results from period to period, and companies that need substantial additional capital to support expansion or to achieve or maintain a competitive position. Such companies may face intense competition from companies with greater financial resources, more extensive capabilities, and more qualified personnel. Such companies may be in rapidly changing fields, which may face special risks of product obsolescence.

The Fund expects that most portfolio companies will require additional capital, the amount of which will depend upon the maturity and objectives of the particular portfolio company. There can be no assurance that any portfolio company will be able to raise additional capital, or that the Manager or the portfolio companies will be able to predict accurately the future capital requirements necessary for success.

The portfolio companies may require several years of operations prior to achieving profitability and may never achieve profitability. The securities acquired by the Fund may be subordinated or junior in right of payment to senior or secured debt or other equity holders. In the event a portfolio company cannot satisfy its debt service, the value of the securities could be reduced or eliminated through bankruptcy.

Limitations on Liquidity of Investments

It is anticipated that a substantial portion of the Fund's investments will consist of securities that are subject to restrictions on sale by the Fund because they were acquired from the issuer or a third party in "private placement" transactions. Generally, the Fund will not be able to sell these securities publicly without the expense and time required to register the securities under the Securities Act, or may only be able to sell (or may choose to sell) the securities under Rule 144 or other rules under the Securities Act, which permit only limited sales under specified conditions. The Manager does not anticipate that it will be able to negotiate registration rights with respect to securities. There can be no assurance that any public or private offering of a portfolio company's securities will be consummated or that any other financing will be obtained by a portfolio company.

Sales may also be limited by securities market conditions, which may be unfavorable for sales of securities in general, or of particular issues or issuers in particular industries. The limitations on the liquidity of the Fund's securities could prevent a successful sale of such securities, resulting in the delay of any sale or reduce the number of proceeds that might otherwise be realized.

Lack of Diversity; Competition

Investing in a subset of venture investments may increase risk by concentrating investments within a particular sector or investing philosophy. There can be no assurance that a focus on the Fund's investment objective will be favorable from an economic standpoint.

It is possible that a portfolio company will change the nature of its business in a manner inconsistent with the Fund's investment objective following an investment by the Fund in the portfolio company, in which case the Fund will continue to have exposure to its investment in the portfolio company.

The Fund expects to encounter competition in acquiring securities with other persons or entities having investment objectives similar to the Fund's investment objective. Some of these competitors may have more experience with investments similar to those of the Fund, as well as greater financial resources and more qualified personnel than the Manager.

The Fund may also compete with other similar investment Funds organized by the Manager or with affiliates of the Manager for the allocation of investments. To the extent competition for investments increases, this could harm the Fund's returns.

There is no stated minimum size for the Fund. If the Fund is not successful in raising an amount necessary for its investment objectives, the Fund may be able to invest only in a limited number of portfolio companies.

Regulatory Risk

The interests have not been registered under the Securities Act or the securities laws of the jurisdictions in which they are proposed to be offered and sold in reliance on Rule 506(c) of Reg D and Section 4(a)(2) of the Securities Act. These claimed exemptions from federal registration are complex and require strict compliance with certain specific conditions. In particular, Rule 506(c) sets forth specific conditions on the public offering of unregistered securities, namely that the securities sold in such offerings be made only to accredited investors whose status as such can be verified. The Fund and the Manager have controls in place that are designed to ensure that offerings of the Fund are made only in compliance with the specific conditions of Rule 506(c).

The Fund's failure to fully comply with Rule 506(c) could jeopardize its private offering status under the Securities Act. Should the Fund fail to satisfy the conditions of Rule 506(c), even inadvertently, it would be prohibited from relying on the exemptions from registration that would otherwise be available under Section 4(a)(2) and Rule 506(b) under Reg D. This could result in the Fund being required to suspend its offering and operations for an indefinite period of time, which could result in substantial costs and other adverse effects.

In addition, exemption from securities registration under state laws frequently depends upon the availability of exemptions from federal registration. If the Fund's ability to rely on Rule 506(c) for its private offering status is compromised, the Fund's ability to avoid registration in certain states may also be jeopardized.

If for any reason the Fund or the Manager is subject to civil liability, or the legal expense of defending an action or proceeding challenging the availability to the Fund or the Manager of such exemptions, the Fund and its members could be materially and adversely affected.

The Fund and the Manager believe that the potential impact of the registration exemption risk faced by the Fund is mitigated by their controls that are designed to ensure that offerings of the Fund are made only in compliance with the specific conditions of Rule 506(c). Such controls include the utilization of a third-party vendor with expertise in verification of accredited investor status.

Lack of Marketability

The Fund's distributions are dependent upon the timing of the realization of proceeds from the securities and the determination of the Manager to make distributions. No market for the interests exists, and it is not anticipated that one will develop. The interests are not redeemable or transferable except as permitted under the Fund's agreement. Purchasers of the interests will be required to bear the economic risk of their investment for an indefinite period of time. The interests are not registered under the Securities Act or applicable state securities laws and may not be re-sold unless they are subsequently registered or an exemption from registration is available. The Fund has no intention of registering the interests. Consequently, an investor may not be able to liquidate any investment in the interests.

Valuation Determined by Manager

In connection with any future in-kind distributions that the Fund may make, the value of the securities received by investors as determined by the Manager may not be the actual value that the investors would be able to obtain even if they sought to sell such securities immediately after an in-kind distribution. In addition, the value of an in-kind distribution may decrease or increase significantly subsequent to the receipt thereof, despite the accuracy of the Manager's valuation.

Conflicts of Interest

The Manager, the Investment Lead and their respective affiliates may face various conflicts of interest in connection with their relationships and transactions with the Fund. The Manager's other clients may invest on a side-by-side basis with the Fund, the Fund may invest in securities in which another client has invested, or another client may invest in an opportunity that may also be appropriate for the Fund. The Manager and its affiliates currently have other investments that may compete directly with the Fund for investment opportunities. In addition, the Manager intends to organize and manage additional entities similar to the Fund.

The Manager and its affiliates will not be prohibited from making additional investments or participating in business ventures independent of the Fund. The Manager and its affiliates may receive fees for the performance of various services for portfolio companies, and for other companies unrelated to the Fund. Such fees would be in addition to compensation paid to the Manager and its affiliates by the Fund and would not be shared with the Fund. The Manager and its affiliates may invest in the portfolio companies or any other investment identified by the Manager or may have pre-existing investments in the portfolio companies.