Investor Agreement

Investing Through a Bioverge Fund

Accredited investors on this platform invest via a Bioverge Fund (“Fund”) and do not own shares of the startup in which the Fund invests. As such, investors do not make decisions with respect to the management, disposition or other realization of any investment made by the Fund, or other decisions regarding such Fund’s business and affairs.

Investing in Startup is Inherently Risky

Investing in startups is inherently risky and only investors that are prepared to lose 100% of their investment should considering investing directly in a startup or through a Bioverge Fund (“Fund”). Investors earn a financial return when the startup achieves a liquidity event (such as the sale of the company or an IPO); however, these events may never materialize or may not be adequately compensate investors.

The value of a startup may be susceptible to factors affecting the technology, industry, regulatory pathway and often bear a greater risk than an investment in a vehicle that invests in a broader range of securities.

Investing in Startups is Illiquid

Investments in startups are private and as such are illiquid holdings. There are no public markets for the securities and these investments cannot be easily sold or transferred. An investment in a startup or Fund will be illiquid, not freely transferrable, and involves a high degree of risk.

Legal and Regulatory Risks Associated with Funds

Funds are not, nor are expecting to be, registered as an “investment company” under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to an exemption set forth in Sections 3(c)(1) and/or 3(c)(7) of the Investment Company Act. There is no SEC assurance that such exemptions will continue to be available to these entities. No Fund plans to register the offering of any Interests under the United States Securities Act of 1933, as amended (the “Securities Act”). As a result, investors in Funds will not be afforded the protections of the Securities Act with respect to investments in the relevant Fund.

Due Diligence Materials.

Any and all materials provided on the www.bioverge.com website are "as is," without warranty, implied or otherwise, of accuracy, consistency or thoroughness about a given Company or its investment prospects. It shall be further understood that each investor shall be responsible to conduct their own due diligence independently, and that any reliance by one investor upon the materials of another shall be at the investor’s own risk.

Waiving Right to Sue.

Investor waives any right to sue or bring any action or proceeding of any sort against Bioverge Funds Management LLC, affiliated entities, Board of Directors, Members, Staff or Analysts, Investment Committee, or subject matter experts in each case on the basis of any Bioverge activity, including but not limited to (i) the success or failure of any investment, (ii) the sharing of information, whether in connection with due diligence or otherwise, (iii) the service of a Bioverge member as a board director, advisor, executive or employee of a Bioverge portfolio company, (iv) any investment presentation, Dynamic Diligence material, or opportunity or any educational program or other operation of Bioverge.

Tax Advice

Bioverge does not provide tax advice and you should consult your tax advisor for information about the tax consequences of investing in a Fund.

Forward Looking Statements

The information available on this website may contain may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance in connection with discussions of future operating or financial performance.

Any forward-looking statement made by a startup speaks only as of the date on which it is made. Startups are under no obligation to, and generally expressly disclaim any obligation to, update or alter their forward-looking statements, whether as a result of new information, subsequent events or otherwise.

The foregoing risks are not meant to be a complete explanation of all the risks involved in investing through a Fund. Each investor should to seek their own independent legal and tax advice and read the relevant investment documents before making a determination whether to invest in a Fund.