Risk Warning

Investments in technology startups or early stage opportunities (“Startups” involve a high degree of risk.

Investment in Technologies

The value of an Investor’s interests in Startups may be susceptible to factors affecting the technology industry and/or to greater risk than an investment in a vehicle that invests in a broader range of securities. Some of the many specific risks faced by such Startups include:

Rapidly changing technologies;
Products or technologies that may quickly become obsolete;
Scarcity of management, technical, scientific, research and marketing personnel with appropriate training;
The possibility of lawsuits related to patents and intellectual property;
Rapidly changing investor sentiments and preferences with regard to technology sector investments (which are generally perceived as risky); and
Exposure to government regulation, making these companies susceptible to changes in government policy and delays or failures in securing regulatory approvals.

Changing Economic Conditions

The success of any investment activity is determined to some degree by general economic conditions. The availability, unavailability, or hindered operation of external credit markets, equity markets and other economic systems which an individual Startup may depend upon to achieve its objectives may have a significant negative impact on a Startup’s operations and profitability. The stability and sustainability of growth in global economies may be impacted by terrorism, acts of war or a variety of other unpredictable events. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for an investment in a Startup to be successful or for a Fund to operate successfully. Changing economic conditions could potentially, and frequently do, adversely impact the valuation of portfolio holdings.

Difficulty in Valuing Startup Investments

It is enormously difficult to determine objective values for any Startup. In addition to the difficulty of determining the magnitude of the risks applicable to a given Startup and the likelihood that a given Startup’s business will be a success, there generally will be no readily available market for a Startup’s equity securities, and hence, an Investor’s investments will be difficult to value.

Minority Investments

A significant portion of an Investor’s investments will represent minority stakes in privately held companies. As is the case with minority holdings in general, such minority stakes will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Investors will be reliant on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Investor or Fund is not affiliated and whose interests may conflict with the interests of the Investor or Fund.

Lack of Information for Monitoring and Valuing Startups

The Investor may not be able to obtain all information it would want regarding a particular Startup, on a timely basis or at all. It is possible that the Investor may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments. As a result of these difficulties, as well as other uncertainties, an Investor may not have accurate information about a Startup’s current value.

No Assurance of Additional Capital for Startups

After an Investor has invested in a Startup, continued development and marketing of the Startup’s products or services, or administrative, legal, regulatory or other needs, may require that it obtain additional financing. In particular, technology Startups generally have substantial capital needs that are typically funded over several stages of investment. Such additional financing may not be available on favorable terms, or at all.

Absence of Liquidity and Public Markets

An Investor’s investments will generally be private, illiquid holdings. As such, there will be no public markets for the securities held by the Investor, and no readily available liquidity mechanism at any particular time for any of the investments.

Tax Risks

There are many tax risks relating to investments in Startups are difficult to address and complicated. You should consult your tax advisor for information about the tax consequences of purchasing equity securities of a Startup .

Limited Operating History of Investments

Each investment is or may be a newly formed entity and has no operating history. Past performance of a Lead Angel, the Advisor or its principals, or the management of a Startup is not predictive of future results.

Confidential Information

Certain information regarding the Startups will be highly confidential. Competitors may benefit from such information if it is ever made public, and that could result in adverse economic consequences to the Investors.