Disclaimers & Disclosures

Version 2003August 1, 2021

Securities Disclaimer

The following disclaimers and disclosures are made by Forge Global, Inc. and its subsidiaries and affiliates (collectively, “Forge”) concerning the information displayed on or made available via Forge’s Platform. Use of the Platform and these disclaimers and disclosures are subject to the Platform’s Terms of Use; any capitalized term used but not defined in these disclaimers and disclosures will have the meaning provided in the Platform Terms of Use.

Forge does not (i) advise parties on the merits of a particular transaction, (ii) assist in negotiation, transaction, or financial dealings between users or with the issuer of company shares, (iii) assist in the fair market value of any security or investment, or (iv) provide legal, tax or advisory services to its users. An offer or solicitation can be made only through the delivery of the final offering and purchase document(s) and will be subject to the terms and conditions and risks delivered in such documents. Valuations are approximate based on analysis of data that has been publicly disclosed. The public information incorporated into Forge’s analysis may be incomplete and has not been independently corroborated by Forge. There may exist material non-public information that impacts valuation. Valuations are intended to be illustrative rather than definitive and are subject to change. Investors should conduct their own research and analysis on companies of interest and should not rely on Forge’s analysis. Valuation and capitalization table data has not been confirmed or approved by the issuer or any specialist valuation experts. Any graphs may deviate from linear scale for presentation purposes. Outstanding share count is based on available public data and assumes a fully distributed option pool. Any information relating to fully diluted shares outstanding, or other company-related financing or capitalization information, are estimates only and should be independently verified by each user in connection with any investment opportunity.

All investment opportunities are based on non-binding indications of interest from sellers and will need to be confirmed. Opportunity size and price-per-share figures do not include transaction fees or fees charged by Forge Securities LLC.

Investing in private company securities is not suitable for all investors. An investment in private company securities is highly speculative and involves a high degree of risk and should only be considered a long-term investment. You must be prepared to withstand a total loss of your investment. Private company securities are also highly illiquid, and there is no assurance that your investment objectives will be attained or guarantee that a market will develop for such securities. Each investment also carries its own specific risks and you should complete your own independent due diligence regarding the investment, including obtaining additional information about the company, opinions, financial projections and legal or other investment advice. Accordingly, investing in private company securities is appropriate only for those investors who can tolerate a high degree of risk and do not require a liquid investment. Inherent, actual or potential conflicts of interest may exist between you and Forge.

Under no circumstances should any person make trading decisions based solely on the information provided on Forge. We are not a qualified financial advisor, and you should not construe any information discussed herein to constitute investment advice. It is strictly informational in nature. You are solely responsible for making your own investment decisions and any consequences relating to such decisions.

Total closed transaction volume includes representation of buyers and sellers in securities transactions conducted through Forge Securities LLC (Member FINRA/SIPC) and Emerson Equity LLC (Member FINRA/SIPC and a broker dealer for SharesPost Inc.) in 2011, Forge Markets LLC, as well as the placement of fund interest in third party and affiliated Funds.

Forge makes no representation or warranty or guarantee as to the completeness, accuracy, timeliness or suitability of any information contained within any communication from Forge nor that it is free from error. Past performance is not indicative of future results. Forge does not accept any liability (whether in contract, tort or otherwise whatsoever and whether or not Forge has been negligent) for any loss or damage (including, without limitation, loss of profit), which may arise directly or indirectly from the use of or reliance on such information. While the information provided has been obtained from sources believed to be reliable, Forge does not attest to its accuracy or completeness. Forge reserves the right to change any source without restriction or notice.

Forge is not responsible for any errors, omissions or representations on any of its web pages or on any links to other web pages contained on such pages. The site contains material submitted by third parties. These third parties are solely responsible for ensuring that the materials submitted comply with all legal requirements. Forge makes no warranty that the contents of the site are free from infection by viruses or any other contaminating or destructive properties and shall have no liability in respect thereof.

Forge offers standard forms of agreement that may be digitally signed by the buyer and seller as part of the transaction process. Forms of agreement are made available on an ‘as-is’ basis. Forge is not acting as legal counsel to any party and use of any form of agreement, whether made available on the Forge marketplace or otherwise, does not constitute the provision of legal advice by Forge to any person. Users are solely responsible for their use of Forge forms of agreement and should read these important disclaimers before initiating the transaction process. Forge strongly recommends users consult their legal or financial advisors prior to entering into any agreement.

Transactions initiated on Forge generally require the buyer and seller to enter into additional agreements, including commission agreement with Forge Securities LLC and an escrow agreement with a third-party provider for escrow of the buyer’s funds and evidence of the seller’s ownership of securities. Most issuers of securities require the buyer and seller to enter into a stock transfer agreement with it before the issuer agrees to process a change in ownership of its securities on its books and records. Contact a transaction specialist for additional information.

Each buyer and seller in a Forge facilitated transaction is solely responsible for making his, her or its own legal determination about the availability of an exemption from applicable securities laws. Only accredited investors may purchase securities on Forge.

Forge is not registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”), any state regulator or any other regulatory body. Nothing contained on the SharesPost platform may be construed as investment advice and use of the Forge marketplace constitutes explicit agreement that any use of the Forge marketplace is qualified by your understanding and acceptance of the foregoing disclaimer. Information about companies presented on Forge is provided by third-party sources, including user submitted comments and documents. Forge makes no effort to verify the accuracy of any information and does not warrant the truthfulness or completeness of any company information viewable on the site. Forge expresses no opinion as to the suitability of any transaction for any person contemplating a Forge facilitated transaction. Any person contemplating a Forge facilitated transaction should make his, her or its own independent investigation of the suitability of any proposed transaction based on the facts and circumstances of such person’s financial situation, and Forge strongly recommends consultation with legal or financial advisors prior to initiating a transaction on Forge. Forge neither holds nor gives any opinion about the value of any company or that company’s securities.

USA PATRIOT Act

In order to help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity with whom Forge conducts securities transactions. In addition to asking you for your name and address and other identifying information, we may also request other identifying information and documentation.

General Disclaimer/Disclosures

Use of this site is governed by the Forge Terms of Service and Privacy Policy, as well as various notices, rules, policies, and procedures that may be published on this site from time to time. Use of this site is governed by the Terms of Service. Your use of the site serves as your acknowledgement and acceptance of these terms, conditions, and disclaimers.

No contract can be entered into on this site and no transaction is processed or cleared by Forge Global, Inc. Any securities transactions, if and when approved, will be handled through a licensed broker-dealer affiliated with Forge Global, Inc.

Content on this site is provided for informational purposes only, and no guarantee is made as to the completeness, reliability or accuracy of the information. The site and service are open only to qualified, approved participants. The site is intended for sophisticated private equity shareholders, for owners of other private equity securities and interests, and for persons who are “accredited investors,” all of whom must pass Forge’s vetting process and meet any other qualifications required by U.S. securities laws and regulations, and any other applicable laws and regulations.

Pricing data on this site does not necessarily reflect actual current market prices or the value you would receive upon sale of such assets. The information displayed does not represent a commitment by Forge to transact at those prices, or at any price, in the future. Your assets, when sold, may be worth more or less than the original cost to you. Certain assets may be illiquid and unavailable for sale at any price.

Forge is not affiliated with, sponsored by, or endorsed by any of the companies listed, described, or featured on its site as being issuers of pre-IPO stock, and the use of any such issuer’s logos or trademarks does not imply any endorsement of Forge or Forge services. The marketplace does not represent current relationships or agreements that Forge has with the companies listed herein. The marketplace is representative of the supply of shares that have been made available for purchase on our platform.

Securities are offered by Forge Securities LLC, an SEC registered broker-dealer and member FINRA/SIPC. Forge Global Advisors LLC, an investment adviser registered with the SEC, serves as the investment adviser to the Funds. Custodial services are offered through Forge Trust Co., a South Dakota chartered trust company. Forge Securities LLC, Forge Global Advisors LLC, and Forge Trust Co. are wholly owned subsidiaries of Forge Global, Inc. Forge Global, Inc. and Forge Trust Co. are not registered with the SEC, FINRA, or any state securities authority and do not engage in the offer, sale or trading of alternative investments or securities. EQUIAM LLC is an investment management firm affiliated with Forge Global, Inc.

Public Disclosure Program

Forge Securities LLC is required to provide to you information regarding the Public Disclosure Program for investors.

Created by FINRA in 1988, the Public Disclosure Program allows you, the investor, to learn about the professional background, business practices, and conduct of FINRA member firms and their brokers. To request disclosable information under this program, visit the FINRA Regulation Web site at www.finra.org or call (800) 289-9999, a toll-free hotline operated by FINRA.

In addition, please note that there is a Public Disclosure Program Brochure available to you as well. This brochure helps you answer questions pertaining to the Public Disclosure Program, and is available on FINRA’s Web site.

Securities Investor Protection Corporation (SIPC)

Forge Securities LLC is required to provide to you information regarding the Securities Investor Protection Corporation (SIPC).

Created by Congress in 1970, the SIPC is an important part of the overall system of investor protection in the United States. The SIPC’s focus is very narrow: restoring funds to investors with assets in the hands of bankrupt and otherwise financially sound troubled brokerage firms.

You can obtain information about SIPC, including obtaining the SIPC brochure, by contacting SIPC by phone, email or regular mail as follows:

Securities Investor Protection Corporation
805 15th Street, N.W. Suite 800
Washington, D.C. 20005-2215
Telephone: (202) 371-8300
Fax: (202) 371-6728
Email: asksipc@sipc.org

In addition, you may also visit the SIPC Web site at www.sipc.org to obtain information.