Empery Asset Management, LP

Empery Asset Management, LP (“Empery”) is a Delaware limited partnership that was formed in February 2008 with its principal place of business in New York, New York. Empery is controlled by Ryan M. Lane. Empery provides discretionary investment management services to U.S. and non-U.S. pooled investment vehicles organized as private investment funds (collectively the “Funds”). Empery Asset Management, LP serves as the investment manager to Empery Tax Efficient, LP (“Empery Tax Efficient”), Empery Tax Efficient III, LP (“Empery Tax Efficient III”), Empery Debt Opportunity Fund, LP (“Empery Debt Opportunity Fund”), and Empery Partners, LP (“Empery Partners”), all of which are Delaware limited partnerships (collectively the “Domestic Funds”), and Empery Asset Master, Ltd. (“Empery Asset Master”) and Empery International, Ltd. (“Empery International”), each a Cayman Islands exempted company (Empery Asset Master and Empery International collectively, the “Offshore Funds”). Empery Asset Master, Empery Partners and Empery International operate via a “master-feeder” structure, such that Empery Partners and Empery International (collectively, the “Feeder Funds”) invest all of their investable assets through Empery Asset Master (the “Master Fund”) and investments are made at the Master Fund level. Empery Asset Master also makes certain investments through special purpose vehicles. Affiliates of Empery serve as the general partner of the Domestic Funds (referred to herein, as the “General Partner”). As described in further detail in Item 8 below, the Funds seek to generate absolute returns primarily through direct investment mainly in public companies and some late-stage private companies. The direct investment strategy seeks to exploit market inefficiencies by financing emerging growth companies that may be undercapitalized, have limited analyst coverage, or have low levels of institutional interest. When implementing this strategy, Funds other than Empery Debt Opportunity Fund may invest in every tier of the capital structure, including common equity, warrants, convertible preferred stock, convertible debt and other secured and unsecured debt of different levels of seniority, and the securities may be highly customized to optimize the investment risk-versus-reward profile. Empery Debt Opportunity Fund will invest primarily in debt, including convertible debt, or debt-like instruments. In addition to the primary direct investment strategy, certain Funds may also engage in one or more of the following investment strategies: (i) market-neutral, sector-focused long/short; (ii) distressed debt investing; and/or (iii) event-driven options trading. Empery’s investment decisions and advice with respect to each Fund are subject to each Fund's investment objectives and guidelines as set out in the Fund’s private offering memorandum, limited partnership agreement, investment management agreement and/or other governing documents. Investors and prospective investors should refer to the offering memorandum and other governing documents of the applicable Fund for complete information on its investment objectives and guidelines. In accordance with common industry practice, one or more of the Funds and/or Empery or its affiliate have or may in the future enter into “side letters” or similar arrangements with certain investors pursuant to which the investor is granted specific rights, benefits or privileges that are not made available to investors generally. This brochure does not constitute an offer to sell or solicitation of an offer to buy the securities of any of the Funds. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. Empery does not participate in any wrap fee programs.

As of December 31, 2025, Empery had approximately $262,490,754 in regulatory assets under management, all of which it manages on a discretionary basis.

The following is a general description of the fees and expenses paid by the Funds. In addition to this brochure, investors should refer to the relevant Fund’s private offering memorandum for a complete understanding of how Empery is compensated for its services and the types of fees and expenses paid by the Funds. The information contained in this Item 5 is a summary only and is qualified in its entirety by the offering memorandum of each Fund. For Empery’s services to the Funds, Empery or the General Partner charge a management fee (“Management Fee”), as described below, and performance-based compensation in the form of either an incentive allocation or a performance fee (“Performance Fee”). In certain circumstances, these fees may be negotiable and/or waived. Empery or its affiliate are generally authorized to deduct fees directly from the assets of each Fund, at the times and in the amounts described in each Fund’s private offering memorandum. Management Fee Empery charges Empery Tax Efficient, Empery Partners, Empery International and a class of interests in Empery Debt Opportunity Fund a Management Fee at an annual rate of 2% of the net assets of these Funds, or classes, as applicable, payable at the beginning of each quarter. Empery charges Empery Tax Efficient III and a class of interests in Empery Debt Opportunity Fund a Management Fee that is an aggregate fixed amount, subject to a cap, as determined by the General Partner and a majority of the limited partners of the applicable Funds and classes, which is payable at the beginning of each quarter. A portion of such aggregate fixed amount is paid by a class of interests in Empery Debt Opportunity Fund, and a portion of such aggregate fixed amount is paid by Empery Tax Efficient III. The Management Fee for the Funds is calculated and paid in advance as of the first business day of each calendar quarter and accrued monthly over the quarter for which such Management Fee is paid. The Management Fee is prorated for capital contributions made at a time other than the beginning of a calendar quarter. To the extent that a withdrawal or redemption is made from a Fund as of any day that is not the last day of a calendar quarter, Empery would refund the Fund an amount of the Management Fee prorated from the date of the withdrawal or redemption, as applicable, to the end of the period covered by the advance Management Fee (which will in turn be refunded to the relevant withdrawing or redeeming investor). Performance Fee The Funds are subject to a Performance Fee that is allocated and/or paid to Empery or the General Partner, subject to a “high water mark” provision. The Performance Fee for Empery Tax Efficient, Empery Partners and Empery International is equal to 20% of the net realized and unrealized profits (if any) for the fiscal year, and the Performance Fee for Empery Tax Efficient III and Empery Debt Opportunity Fund is equal to 20% of the realized gains (if any) after deducting realized and unrealized losses for the fiscal year. The Performance Fee for a particular Fund may or may not be subject to a hurdle. The Performance Fee is generally calculated and payable annually, in arrears, as of the applicable Fund’s fiscal year end, and upon an investor’s withdrawal or redemption from a Fund. Investors should refer to the applicable Fund’s private offering memorandum for additional information. In the sole discretion of Empery or the General Partner, the Management Fee and/or the Performance Fee may be waived or reduced with respect to any investors in a Fund.

Additional Fees and Expenses In addition to the Management Fee and Performance Fee, except as set out in the applicable offering memorandum and other governing documents, each Fund (and therefore, indirectly, the investors in such Fund) generally bears its own expenses. The below fees and expenses may not be applicable to all Funds. To the extent permitted under the applicable offering memorandum and other governing documents, the Funds will bear their own expenses and their pro rata share of any trading vehicle’s (and the Master Fund’s, in the case of the Feeder Funds) expenses, including without limitation the following: (i) the Management Fee; (ii) expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including the following: third-party investment sourcing fees; fees and expenses related to obtaining research and market data (including any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data); due diligence expenses including consulting and appraisal fees; travel expenses; brokerage, and prime brokerage fees, commissions and expenses; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; fees and expenses of proxy research and voting services; and fees and expenses of third-party professionals, including consultants, valuation service providers, attorneys and accountants; (iii) organizational and reorganizational expenses; and (iv) operational expenses, including the following: fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations), facilitate and manage the order execution of securities or otherwise manage the Fund and any trading vehicle, such as Bloomberg terminals, portfolio management systems, risk management systems and order management systems; fees and expenses relating to the preparation and filing of patent, trademark and copyright applications and maintenance; fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses; fees and expenses of third-party professionals, including consultants, valuation service providers, attorneys and accountants; the costs of any litigation or investigation involving activities of the Fund and any trading vehicle; third-party audit and tax preparation expenses; insurance expenses, including premiums for D&O, cybersecurity and liability insurance covering the Fund, the General Partner, Empery and/or the members, partners, officers, employees and agents of any of them (except such insurance expenses shall exclude (i) 20% of any applicable premiums and/or expenses which shall be retained and paid for by the General Partner, Empery and/or their affiliates, as applicable, and (ii) expenses for any insurance product that could be construed as being compensation or a fringe benefit (e.g., life insurance products)); fees and expenses (including director registration fees) of the General Partner’s and any trading vehicle’s directors and officers; costs of preparing and distributing reports and notices; taxes; expenses incurred in connection with negotiating and complying with provisions of any side letter agreement; fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Fund and any trading vehicle, including costs incurred by the General Partner, Empery and/or their affiliates in connection with each Fund’s affairs, including any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in connection with the preparation and filing of Form D, Section 13 filings, Section 16 filings, Form PF and other similar regulatory filings); the expenses associated with regulatory examinations pertaining to any of the foregoing, and expenses associated with compliance consultants and other thirdparties retained to advise any of the foregoing parties on any regulatory or compliance matters; expenses incurred in connection with the offering and sale of interests in the Fund and other similar expenses related to the Fund (excluding fees payable to any placement agent); extraordinary expenses, including the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Fund and any trading vehicle.

In general, Funds do not have a pre-determined limit on their ordinary or extraordinary operating expenses; however, some Funds have a cap on certain types of expenses, as set out in the applicable offering memorandum and governing documents. The Funds’ actual annual operating expenses are disclosed in their year-end audited financial statements, which will be provided to each investor. Generally, all expenses borne by the Funds, other than the Management Fee and any expenses that the General Partner or Empery determines should be allocated to a particular investor or investors (e.g., investor-related taxes), are charged to all investors on a pro rata basis. To the extent that expenses to be borne by the Funds are paid by the General Partner or Empery, the Funds will reimburse the applicable party. Empery has adopted an expense allocation policy that is designed to ensure that expenses are allocated to Funds and investors in a fair and equitable manner. Empery will allocate expenses to each Fund in accordance with the Fund’s offering memorandum and governing documents. Empery will generally allocate expenses among Funds that incur such expenses pro rata based on either the investment size, if related to a specific investment, or the assets of the Funds if unrelated to a specific investment. Certain Funds impose a fee on the amount being withdrawn from the Fund if an investor submits a notice to withdraw, or withdraws, all or a portion of its investment during a specified time period following investment in a Fund. The Funds treat organizational expenses in accordance with Generally Accepted Accounting Principles, consistently applied (“GAAP”), although the General Partner may elect to modify the treatment of such organizational expenses by amortizing the organizational expenses over a period of 60 months. Such amortization may result in a qualification of a Fund’s annual audited financial statements. If a Fund amortizes its organizational expenses but terminates its operations before such expenses are fully amortized, the unamortized portion of the expenses will be debited against the Fund’s assets at that time, which would decrease amounts available for distribution to investors. Item 12 below further describes the factors that Empery considers in selecting or recommending brokerdealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Neither Empery nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

The following is a general description of Empery’s investment strategies, methods of analysis and material risks. The following description is merely a summary, and any description of the specific activities in which the Funds may engage are not intended in any way to limit the types of investment activities which the Funds may undertake or the allocation of Fund assets among such investments. Additional information regarding investment strategies, methods of analysis and material risks can be found in the relevant Fund’s offering memorandum and other governing documents. An investment in a Fund is speculative and is not intended as a complete investment program. The Funds are designed only for experienced and sophisticated investors who are able to bear the risk of substantial impairment or total loss of their investment in the Funds. Methods of Analysis and Investment Strategies The Funds seek to generate absolute returns primarily through direct investment mainly in public companies and some late-stage private companies. The direct investment strategy seeks to exploit market inefficiencies by financing emerging growth companies that may be under-capitalized, have limited analyst coverage, or have low levels of institutional interest. In implementing this strategy, Funds other than Empery Debt Opportunity Fund will primarily seek to build a long-term warrant portfolio, however they will generally also invest in every tier of the capital structure, including common equity, convertible preferred stock, convertible debt and other secured and unsecured debt of different levels of seniority. Empery Debt Opportunity Fund will invest primarily in debt, including convertible debt, or debt-like instruments, that are structured to benefit from equity appreciation, but also provide protections often associated with debt instruments. Investments may be customized to optimize the investment risk-versus-reward profile. In addition to registered securities, some of these investments may consist of unregistered securities offered to Funds via privately negotiated transactions that are intended to become freely tradable at a later date, either through a registration of such securities by the issuer, satisfaction of a holding period by the Funds, or otherwise. In addition to the primary direct investment strategy, one or more Funds may also engage in one or more of the following investment strategies: (i) market-neutral, sector-focused long/short; (ii) distressed debt investing; and/or (iii) event-driven options trading. The market-neutral, sector-focused long/short investment strategy includes both investments that are longterm and driven by bottom-up fundamental analysis, and investments that are event-driven which tend to be short-term and are primarily related to emerging sector dynamics and events such as earnings and merger and acquisition announcements. This strategy utilizes long and short common equity and structured option positions. The Funds have not recently engaged in this strategy. The event-driven options strategy seeks to capitalize on mispricing in the listed equity options market. Depending on the particular situation, which is usually driven by company-specific events, various options strategies are employed to take advantage of, for example, mispriced stock price distributions, arbitrage between-expiration volatility differences and express limited risk directional opinion. The distressed debt strategy invests in the debt of distressed companies that may be expected to be restructured or relaunched through a merger, sale or some other form of operational and/or financial reengineering (e.g., rights offerings).

Material Risks Prospective investors should carefully consider the risks of investing in any Fund, which include, without limitation, those set forth below. These risk factors include only those risks Empery believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis that are or may be employed by Empery and do not purport to be a complete list or explanation of the risks involved in an investment in any of the Funds. Prospective investors should review the applicable offering memorandum of a Fund for a complete description of the material risks related to an investment in a Fund. The following risk factors may not be applicable to all Funds. Legal and Regulatory Environment for Private Investment Funds and their Managers. The legal and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of a Fund to pursue its investment program and the value of investments held by a Fund. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of a Fund to pursue its investment program or employ brokers and other counterparties could have a material adverse effect on such Fund and the investors’ investments therein. In addition, Empery may, in its sole discretion, cause a Fund to be subject to certain laws and regulations if it believes that an investment or business activity is in the Fund’s interest, even if such laws and regulations may have a detrimental effect on one or more investors. Risk of Loss. No guarantee or representation is made that a Fund’s investment program, including a Fund’s investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the Funds and Empery are not necessarily indicative of their future performance. Significant Fees and Expenses. The fees and expenses of a Fund may be significant. A Fund must generate sufficient income to offset such fees and expenses to avoid a decrease in the net asset value of such Fund. Competition; Availability of Investments. Certain markets in which the Funds may invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that Empery will be able to identify or successfully pursue attractive investment opportunities in such environments or that the Funds will be able to invest on favorable terms. Significant Positions in Securities; Regulatory Requirements. In the event a Fund acquires a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, the Fund may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Fund and Empery. Any such requirements may impose additional costs on the Fund and may delay the acquisition or disposition of the securities or the Fund’s ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators that may limit a Fund’s ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a Security. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that a Fund’s position limits were aggregated with an affiliate’s position limits, the effect on the Fund and resulting restriction on its investment activities may be significant. If at any time positions managed by Empery were to exceed applicable position limits, Empery would be required to liquidate positions, which might include positions of the Fund, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Fund might have to forego or modify certain of its contemplated investments or trades.

In addition, if a Fund, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Fund may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances the Fund will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in its ability to hedge such investments. Similar restrictions and requirements may also apply in non-U.S. jurisdictions. Counterparty Risk. Empery has established relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Funds to trade in any variety of markets or asset classes over time. However, there can be no assurance that Empery will be able to maintain such relationships or establish new ones. An inability to maintain such relationships or establish new ones could limit a Fund’s trading activities, create losses, preclude the Fund from engaging in certain transactions or prevent the Fund from investing or trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on a Fund’s business due to the Fund’s reliance on such counterparties. The Funds may effect transactions in the “over-the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, a Fund enters into a contract directly with dealer counterparties which may expose the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, the Fund may have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if the Fund had entered into contracts with multiple counterparties. Certain OTC derivative contracts require that a Fund post collateral. If there is a default by a counterparty, a Fund under most normal circumstances will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of a Fund being less than if a Fund had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of the Fund’s securities from such counterparty or the payment of claims therefor may be significantly delayed and the Fund may recover substantially less than, or none of, the full value of the securities entrusted to such counterparty. In addition, there are a number of proposed rules that, if they were to go into effect, may impact the laws that apply to insolvency proceeding and may impact whether a Fund may terminate its agreement with an insolvent counterparty. Collateral that a Fund posts to its counterparties that is not segregated with a third party custodian may not have the benefit of customer-protected “segregation” of such funds. In the event that a counterparty were to become insolvent, a Fund may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, a Fund may use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to a Fund’s assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on a Fund and its assets. Prospective investors should assume that the insolvency of any such counterparty would result in significant delays in recovering a Fund’s securities from or the payment of claims therefor by such counterparty and a loss to the Fund, which could be material.

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Empery’s clients consist of the Funds and any additional private funds or separate accounts that Empery may manage from time to time. The Funds are privately offered exclusively to “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and/or “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and rely on the exclusions from the definition of “investment company” in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. Accordingly, none of the Funds are registered as investment companies under the Investment Company Act. The limited partners of the Funds may include institutional investors, high net worth individuals and other sophisticated investors. The minimum required initial investments in the Funds range from $100,000 to $1,000,000, though Empery and/or the General Partner have discretion to waive these minimums. Additional details concerning applicable investor eligibility and suitability requirements for each Fund are set out in the applicable offering memorandum and subscription documents.

As noted in Item 5 above and further described in the applicable Fund’s offering memorandum, Empery or the General Partner may receive a Performance Fee from the Funds. The Funds may pay different amounts of performance-based compensation. As a result, Empery and its affiliates may face certain conflicts of interest that may arise when an investment adviser accepts higher performance-based compensation from some clients than from other clients. In such cases, Empery may have an incentive to favor, or to allocate certain riskier investments to, a Fund that is subject to higher performance-based compensation. However, Empery has adopted allocation policies and procedures designed to ensure that investment opportunities are allocated among the Funds on a basis that is fair and equitable over time to each Fund relative to other Funds, taking into account all relevant facts and circumstances. Performance-based compensation for some Funds is calculated on a basis that includes unrealized gains; such compensation may be greater than if it were based solely on realized gains. The possibility that Empery or the General Partner may receive a Performance Fee from the Funds can create an incentive to make investments that are more speculative than it otherwise would in the absence of such Performance Fee. While Empery or the General Partner may receive a Performance Fee from the Funds, they do not currently charge a Performance Fee with respect to investments in the Funds by certain investors including Empery’s principals, employees and certain friends and family thereof.

Each of Empery GP, LLC and Empery Funds GP, LLC, referred to herein as the General Partner, is an affiliate and related person of Empery. The General Partner serves as the general partner of the Domestic Funds. Any person acting on behalf of the General Partner is subject to the supervision and control of Empery in connection with any investment advisory activities. The General Partner invests directly in the Funds and Empery’s principals and employees also invest directly in the Funds. Investments made by such parties are generally not subject to the Management Fee and Performance Fee. Empery is not engaged in any business other than providing investment advice to the Funds. Neither Empery nor any of its management persons is registered or has an application pending to register as a broker-dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity-trading adviser or associated person of any of the foregoing.

Code of Ethics Empery has adopted a Code of Ethics designed to comply with Rule 204A-1 under the Advisers Act (the “Code”). The Code applies to Empery’s “Supervised Persons,” which includes directors, officers, members and partners of Empery and its General Partner, employees of Empery, and any other person who provides investment advice on behalf of Empery and is subject to Empery’s supervision and control. Supervised Persons includes all “Access Persons,” which includes any partner, officer or director of Empery and any employee or other supervised person of Empery who, in relation to clients: (i) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings; or (ii) is involved in making securities recommendations, executing securities recommendations or has access to such recommendations that are non-public. All of Empery’s principals, employees and consultants are deemed to be Supervised Persons and Access Persons. The Code requires Supervised Persons to comply with applicable federal securities laws and to promptly bring violations of the Code to the attention of Empery’s Chief Compliance Officer (“CCO”). All Supervised Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code on at least an annual basis. Any individual not in observance of the Code may be subject to discipline or termination. The Code sets out a standard of business conduct that recognizes that Empery is a fiduciary to its clients and that requires Empery and Supervised Persons to place the interests of clients above their own interests. The Code and accompanying policies and procedures describe Empery’s fiduciary duties and responsibilities to its clients and establishes, among other things, Empery’s practices for monitoring the personal securities transactions of Supervised Persons. To supervise compliance with the provisions in the Code regarding personal securities transactions, Empery requires that Supervised Persons provide, or cause to be provided, to the CCO securities holdings reports upon becoming an Supervised Person and at least annually thereafter, and transaction reports at least quarterly, regarding their personal securities holdings and transactions and those of certain family members. Empery also requires Supervised Persons to receive approval from the CCO prior to making certain types of personal securities transactions, including, but not limited to, investments in any initial public offerings or private placements. Personal trading requests are denied if they could be reasonably expected to have any adverse impact on a Fund. The Code also includes a summary of Empery’s policy prohibiting the use of material non-public information. In order to prevent inappropriate securities transactions by Empery’s employees, the CCO maintains a list of restricted securities. The restricted securities list is updated regularly and includes all securities where Empery has, or believes it has, come into possession of material non-public information about the issuers of such securities. Supervised Persons are strictly prohibited from trading on behalf of Empery or themselves in restricted securities. Investors or prospective investors may obtain a copy of Empery’s Code of Ethics by contacting Empery’s Chief Compliance Officer at compliance@emperyam.com or by calling 212-608-3300. Participation or Interest in Client Transactions; Personal Trading The fact that Empery, its employees, affiliates or their related persons have financial ownership interests in one or more of the Funds creates a potential conflict in that it could cause Empery to make different investment decisions than if they did not have such financial ownership interests. Further, Empery charges management fees to certain Funds based on a percentage of assets under management. Such an asset-based

fee is payable without regard to the overall success or income earned by the Funds and therefore may create an incentive on the part of Empery to raise or otherwise increase assets under management to a higher level than would be the case if Empery were receiving a lower or no management fee. The receipt of performance-based compensation may create an incentive for Empery to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee structure. Accordingly, Empery has adopted the Code which requires Empery’s employees to place the interests of clients above their own, and Empery has adopted policies and procedures to regularly monitor Fund investments for consistency with each Fund’s investment strategies and objectives. Empery manages investments on behalf of multiple Funds and certain Funds have investment programs that are similar or overlap and may, therefore, participate with each other in investments. A potential conflict of interest may arise due to the fact that Empery and its employees may have investments in some Funds but not in others, or may have different levels of investments in the Funds, and therefore may have financial or other incentives to favor certain Funds over others. Empery has adopted policies and procedures that are designed to ensure that the allocation of investment opportunities among Funds is fair and equitable over time. In addition, because employees have duties in connection with multiple Funds, such individuals have conflicts of interest in the allocation of responsibilities, services and functions among the Funds. Empery believes that it will continue to have sufficient personnel and resources for employees to perform all of their duties with respect to all of the Funds. Empery, its employees and its affiliates may invest in the same or related securities that Empery recommends for investment by the Funds. But for the policies and procedures referenced below, this could present a potential conflict of interest where, because of the information of which Empery is aware, Empery and its employees would be in a position to trade in a manner that could adversely affect a Fund (e.g., place trades on behalf of employees before or after trades are executed on behalf of a Fund, in order to benefit from any price movements due to the trades executed on behalf of the Fund). In addition to affecting Empery’s objectivity, a Fund could also be harmed by an adverse effect on the price at which its trades are executed. In an effort to minimize this conflict, as set out above, Empery requires its employees to pre-clear personal securities transactions with the CCO. Personal trading requests are denied if they could be reasonably expected to have any adverse economic impact on a Fund. Empery’s employees also provide or arrange for delivery of copies of trade confirmations and brokerage statements that contain details of personal securities transactions in which they or certain family members engage and an annual certification with respect to brokerage accounts. In addition, the Code prohibits Empery and its employees from trading in any securities on its restricted list, which is a list of all securities where Empery has, or believes it has, come into possession of material non-public information about the issuers of such securities. Empery and its employees are prohibited from engaging in principal transactions except as permitted by the Advisers Act. A principal transaction occurs when an adviser or individuals associated with an adviser buy securities for the adviser or for themselves from a client; or sell securities owned by the adviser or the individuals to a client. The Advisers Act makes it unlawful for any investment adviser, directly or indirectly, acting as principal for its own account, to knowingly sell any security to, or purchase any security from, a client without disclosing to the client in writing the capacity in which the adviser is acting and obtaining the client’s consent to the transaction. This rule may apply to certain transactions involving accounts in which investment advisers have interests, such as private fund investments by the adviser’s owners, principals or employees. The SEC has indicated that when an investment adviser and/or its controlling persons own more than 25% of a fund’s outstanding securities, it would be effectively treated as a principal transaction if such an account were to engage in a trade with another client account or fund. Empery has adopted policies and procedures for monitoring the level of proprietary ownership in each Fund and for obtaining the requisite consent before engaging in a transaction that would be considered a principal transaction under applicable SEC guidance.

Empery and its employees are prohibited from engaging in agency cross transactions. An agency cross transaction occurs when the adviser acts as an investment adviser in relation to a transaction in which any person controlled by or under common control with the adviser acts as broker for both the advisory client and for another person on the other side of the transaction. As further described in Item 12, Empery may cause one or more Funds to engage in “cross trades” via the purchase or acquisition of a security from, or the sale or transfer of a security to, another Fund, provided that the transfer is consistent with Empery’s fiduciary obligations to each Fund participating in the cross trade. Empery may, from time to time, offer one or more investors the opportunity to coinvest with a Fund in particular investments. Empery is not obligated to arrange co-investment opportunities, and no investors will be obligated to participate in such an opportunity. Empery has sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular investor and may allocate co-investment opportunities instead to other investors or to third parties. If Empery determines that an investment opportunity is too large for the Funds, Empery may, but will not be obligated to, make or arrange for proprietary investments therein. Empery or its affiliates may receive fees and/or allocations from coinvestors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by a Fund.

As investment adviser to the Funds, Empery has discretionary authority to determine which securities and the amounts of securities that are bought or sold. When performing investment advisory services, Empery generally has complete discretion in deciding which brokers and dealers to use for Fund transactions and in negotiating the commissions or other compensation payable to such brokers and dealers. In addition to using brokers as “agents” and paying trading commissions, Empery may buy or sell securities directly from or to dealers acting as principal at prices that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to underwriters and dealers. As Empery’s clients are private investment funds, Empery selects all broker-dealers and does not permit clients to direct any brokerage decisions. Selection Criteria Portfolio transactions for the Funds will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to Empery and/or certain Funds, but not beneficial to all Funds. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Empery may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; the price of the security and the broker’s commission rates; the perceived ability to achieve the best price considering experience and execution history; access to deal flow; confidentiality of orders; order size and liquidity; research, custodial and other services; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, and access to company management. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer other services. Empery need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Empery nor the Funds separately compensates any broker or dealer for any of these other services. Empery maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Research and Other Soft Dollar Benefits While Empery does not currently do so, from time to time it may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Fund transactions in excess of that which another broker-dealer might have charged for effecting the same transaction in recognition of the value of the brokerage and research services provided by the broker-dealer (“soft dollars”). Empery will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by a Fund may be used by Empery to service one or more other Funds, including Funds that may not have paid for the soft dollar benefits. Empery will not seek to allocate soft dollar benefits to accounts in proportion

to the soft dollar credits the accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Empery (i.e., a “mixed use” item), Empery will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Empery’s allocation of the costs of such benefits and services between those that primarily benefit Empery and those that primarily benefit the Funds. If Empery were to use brokerage commissions (or markups or markdowns) generated by any Funds to obtain research or other products or services, Empery would receive a benefit because it does not have to produce or pay for such products or services. While Empery is obligated to seek best execution for each Fund, the fact that Empery can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on Empery’s interests, to the exclusion of another broker-dealer that offers certain business terms that may be more favorable to one or more Funds. If Empery were to use soft dollars, at least annually it would consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of its accounts on the basis of that consideration. Broker-dealers may suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but could exceed the suggested level, because total brokerage is allocated on the basis of the considerations described above. In no case will Empery make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer will not be excluded from receiving business because it has not been identified as providing research products or services. Allocation of Investment Opportunities and Order Aggregation As noted above, Empery manages investments on behalf of multiple Funds, and certain Funds have investment programs that are similar or overlap and may, therefore, participate with each other in investments. Empery has adopted policies and procedures that are designed to ensure that the allocation of investment opportunities among Funds is fair and equitable over time. The allocation of investment opportunities will be determined by taking into consideration relevant factors, including but not limited to each Fund’s investment objective and overall holdings, liquidity or cash availability, total assets, and any regulatory restrictions or limitations. If Empery determines that the purchase or sale of a security is appropriate with regard to multiple Funds at or near the same time, Empery may, but is not obligated to, purchase or sell such a security on behalf of such Funds with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable laws. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Fund will receive the average price, with transaction costs generally allocated pro rata based on the size of each Fund’s participation in the order (or allocation in the event of a partial fill) as determined by Empery. In the event of a partial fill, allocations may be modified on a basis that Empery deems to be appropriate, including, for example, to avoid odd lots. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Empery. As a result, certain trades in the same security for one Fund (including a Fund in which Empery and its employees may have a direct or indirect interest) may receive more or less favorable prices or terms than another Fund, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. From time to time, a Fund could be disadvantaged because of activities conducted by Empery and its affiliates for other Funds as a result of, among other things, the difficulty of liquidating an investment for more than one Fund when the market cannot absorb the sale of the combined positions or Empery’s determination that a particular investment is not appropriate for a particular Fund.

Trade Errors While Empery endeavors at all times to enter trades correctly, errors may sometimes occur. It is Empery’s policy and practice to seek to identify and correct trade errors promptly. Should Empery discover a trade error attributable to the gross negligence, willful misconduct or bad faith of Empery or its employees, it is Empery’s policy to correct the error so as to place a Fund in as good a position as it would have been had the error not occurred. Trade errors that are not attributable to the gross negligence, willful misconduct or bad faith of Empery or its employees shall be borne by the Fund. Should correction of a trade error result in any profit, all such profits are retained by the applicable Fund. Cross Trades Empery has determined and may in the future determine that it would be in the best interests of a Fund and one or more other Funds to transfer a security from one to another (“cross trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the Funds or to reduce transaction costs that may arise in an open market transaction. When Empery decides to engage in a cross trade, it will determine that the trade is in the best interests of both Funds involved and take steps to ensure that the transaction is consistent with its duty to obtain best execution for each Fund. Empery may execute cross trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction, or as an “internal cross,” where Empery instructs the custodian for the Funds to book the transaction at the price determined in accordance with Empery’s valuation policy. If Empery effects an internal cross, it will not receive any fee in connection with the completion of the transaction.

Empery does not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither Empery nor any related person directly or indirectly compensates any person who is not a supervised person, including third-party solicitors or placement agents, for referring prospective clients or investors to Empery. Empery reserves the right to enter into arrangements in the future to compensate certain third-party placement agents and/or others for referring prospective clients to Empery.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Empery’s advisory business or the integrity of its management.

The Funds’ portfolios are under continuous review and their performance is analyzed daily by Empery’s Chief Investment Officer, Chief Operating Officer, portfolio manager and other personnel. Empery’s investment and finance personnel are responsible for ensuring the accuracy of trade confirmations and related documents, and they perform a daily position reconciliation between Empery’s portfolio accounting and the records of the prime brokers to the Funds. In addition, the Chief Compliance Officer, with the assistance of other employees, periodically reviews Empery’s practices to ensure consistency with applicable laws and regulations. A review of a Fund may also be triggered by any unusual activity or special circumstances. Generally, investors will receive the following written reports: (i) monthly unaudited, estimated net asset value statements and quarterly reports of the performance of the Funds along with a commentary by Empery; and (ii) annual audited financial statements for the Funds. Empery may also provide certain investors with information on a more frequent and detailed basis if requested by the investor and agreed to by Empery. Some investors in a Fund may receive additional and/or different information about the Fund than other investors, which is in addition to information provided in a Fund’s regular reports to investors, and such information may provide such investors with greater insight into the Fund’s activities. This may enhance those investors’ ability to make investment decisions with respect to the Fund and possibly affect their decision to request a redemption from, or make an additional subscription to, the Fund.

Empery is deemed to have custody of the Funds’ assets pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) by virtue of: (i) its access to the Funds’ assets and authority to deduct fees and other expenses from a Fund’s account; and (ii) services provided by Empery and its affiliate, the General Partner, to the Funds. While Empery is subject to the Custody Rule, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it will comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

Subject to the investment objectives, policies and restrictions of each Fund as set forth in the offering memorandum and other governing documents of such Fund, Empery will have discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Fund, including the selection of, and commissions paid to, broker-dealers. Empery is provided with this authority pursuant to an investment management agreement with the Funds.

As applicable, Empery has the authority pursuant to the governing documents of the Funds to vote proxies solicited by the issuers of securities held by the Funds. Empery has adopted written policies and procedures governing the voting of such proxies. According to such policies, Empery will vote proxies in the best interests of the Funds, generally with the goal of maximizing value for the Funds. Empery believes that taking the following guidelines into consideration in voting proxies is in the best interests of the Funds: •

Generally, Empery will vote for routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in authorized shares of common stock or reclassification of common stock.

•

Generally, Empery will vote against proposals that make it more difficult to replace members of the issuer’s board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting.

•

For specific proposals, Empery will determine whether a proposal is in the best interests of the Funds and may take into account the following factors, among others: the potential effect of the vote on the value of the client’s investments; whether the proposal was recommended by management and Empery’s opinion of management; whether the proposal acts to entrench existing management; whether the proposal fairly compensates management for past and future performance; and other factors particular to the issuer and the matter under consideration.

When Empery receives proxy voting materials with respect to an investment, the proxy is provided to the investment professional who will consider how to vote the proxy. If no material conflict of interest has been identified, the investment professional will vote the proxy. In certain circumstances, Empery may refrain from voting if it determines that refraining from voting is in the best interests of the applicable Funds. For example, Empery may determine not to vote if the costs associated with voting outweigh the benefits to a Fund, or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of a Fund. Empery may also determine not to vote proxies relating to securities in which Funds have no position as of the receipt of the proxy (for example, when Empery has sold, or has otherwise closed, a Fund position after the proxy record date but before the proxy receipt date). The Chief Compliance Officer will examine any conflicts that may exist between the interests of Empery and the Funds with respect to proxy voting. This examination will include a review of the relationship of Empery, its employees and its affiliates with the issuer of the security and any of the issuer’s affiliates to determine if the issuer is a client or affiliate of Empery or has some other relationship with Empery, its employees or the Funds. If a material conflict of interest is identified, a meeting will be convened of senior management, the relevant investment professional and the Chief Compliance Officer. This group will determine the course of action believed to be in the best interests of the Funds, which may include voting in accordance with the general voting guidelines or some other method. Clients may obtain a copy of Empery’s proxy voting policies and procedures and information about how Empery voted a client’s proxies by contacting Empery’s Chief Compliance Officer at compliance@emperyam.com or by phone at 212-608-3300. It is Empery’s policy to consider whether to participate in class action lawsuits on behalf of the Funds on a case-by-case basis. When Empery receives a notification of a class action claim, the applicable investment

professional will determine whether any Funds are eligible to participate and evaluate the claim based on the nature of the claim, prospects for recovery, resources required to pursue the claim, and other relevant factors pertaining to the particular claim.

Empery is not required to provide a balance sheet for its most recent fiscal year, does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of any bankruptcy petition at any time during the past ten years.