Private Placement Memorandum Disclosures on Fund Risks and Illiquidity

certain factors beyond the control of the portfolio company and the General Partner. The economic environment for all companies, and in particular for healthcare technology and start- up companies, may remain challenging. Business risks may be more significant in portfolio companies embarking on a build-up or operating turnaround strategy and in smaller or development stage portfolio companies. All portfolio companies may face intense competition, changing business and economic conditions, risks of technological acceptance and obsolescence or other developments that may adversely affect their performance. Illiquidity of Portfolio Investments Investments by the Fund generally will be illiquid securities acquired through privately negotiated transactions. The Fund may be unable to realize its investment objectives by sale or other disposition at attractive prices or will otherwise be unable to complete an exit strategy. External factors beyond the General Partner’s control, such as overall economic conditions, the competitive environment and the availability of potential acquirors of the Fund’s interests in portfolio companies may shorten or lengthen the Fund’s holding period in such portfolio companies. In some cases, the Fund may be prohibited by contract from selling such securities for a period of time or otherwise may be restricted from the disposition of such securities. Lack of Operating History The Fund and the General Partner are newly formed entities, and, accordingly have no operating history or investments upon which investors can evaluate the potential performance of the Fund. The prior performance of the Fund Managers or their investments as described in this Memorandum is not necessarily indicative of the Fund’s future results. There can be no assurance that investments by the Fund will achieve returns comparable to the historical performance reflected in this Memorandum, and in any event, the returns achieved by the Fund will be subject to the Management Fee and the General Partner’s carried interest. Any given investment made by the Fund may prove to be worthless, and there is a risk that investors could lose money. No Assurance of Profit or Distributions The Fund’s task of identifying opportunities in private and public operating companies, managing such investments and realizing a significant return for investors is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize such investments successfully. There is no assurance that the investments of the Fund will be profitable or that any distribution will be made to the Limited Partners. Any return on investment to the Limited Partners will depend upon successful investments being made by the Fund. The marketability and value of any such investment will depend upon many factors beyond the control of the Fund. The Fund may not have sufficient cash available to make tax distributions to the Partners. The expenses of the Fund may exceed its income, and the Limited Partners could lose the entire amount of their contributed capital. Accordingly, prospective investors should not subscribe to the Fund unless they can readily bear the consequences of such a loss. Competition The business of identifying, structuring and implementing venture capital investments, along with other investments within the strategy of NLV-III is highly competitive. The Fund will be competing for investments against other groups, including institutional investors, investment managers and industrial groups owned by large and well-capitalized investors. It is possible 62 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024073