Harraden Circle Investments, LLC: investment adviser

Harraden Circle Investors, LP, a Delaware limited partnership; Harraden Circle Investors Offshore Fund, LP, a Cayman Islands exempted limited partnership; Harraden Circle Special Opportunities, LP, a Delaware limited partnership; Harraden Circle Special Opportunities Offshore, LP, a Cayman Islands exempted limited partnership; Harraden Circle Strategic Investments, LP, a Delaware limited partnership; Harraden Circle Strategic Investments Offshore, LP, a Cayman Islands exempted limited partnership; Harraden Circle Concentrated, LP, a Delaware limited partnership; and Harraden Circle Concentrated Offshore, LP, a Cayman Islands exempted limited partnership

Each fund listed above is herein each referred to as a “Fund,” or “Partnership,” and collectively referred to as the “Funds” or “Partnerships”. Each Fund has its own general partner. As used herein, “General Partner” means, with respect to any Fund, the general partner of such Fund. The Funds’ “Limited Partners” are hereafter collectively referred to as the “Investors” where appropriate. Harraden Circle currently does, and may in the future, serve as investment manager to other client accounts, including separately managed accounts. The Firm also serves as investment manager to three separately managed accounts (“SMAs”). The Funds, SMAs and any other clients of the Investment Manager are collectively referred to herein as “Clients”. Frederick V. Fortmiller, Jr. (the “Principal”) is the managing member of Harraden Circle Investments, LLC, and, as such, has ultimate control over the operations of the Firm. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents”. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, Harraden Circle had approximately $ 562,901,594 in Regulatory Assets Under Management “RAUM”. All assets managed by Harraden Circle are on a discretionary basis. -4-

The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm. The Funds bear all other expenses, which include, without limitation, the following expenses incurred by or allocable to the Funds: (a) organizational and offering expenses; (b) expenses associated with all investments and transactions considered, evaluated and/or consummated by the Funds, including, without limitation, those expenses incurred before the initial closing of the Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and structuring of investments and potential investments, whether or not consummated, including, without limitation, third-party research, data, analytics, modeling, structuring, pricing, execution and other third-party information systems, software and service fees (including, without limitation, the expenses with respect to data feeds, subscriptions, expert networks, political intelligence providers, and reports); (c) research-related computer hardware and software expenses, including, without limitation, Bloomberg terminals; (d) the Funds’ pro rata share of the Firm’s order management system, portfolio management system and any other software used for accounting and/or monitoring of the portfolio; (e) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Funds and all transaction and other costs associated therewith; (f) travel and related expenses associated with investments and potential investments; (g) professional fees associated with investments and potential investments, including, without limitation, consulting, due diligence, accounting, valuation, financial, legal, and other advisory fees and expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses associated with the acquisition, disposition and settling of investments and potential investments; (i) expenses associated with legal and regulatory filings of the Funds (including, without limitation, pursuant to Section 13 and 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) and the Funds’ pro rata portion of the expenses associated with preparation of the Firm’s Form 13F, Form 13H and Form PF, and any other similar filing in any other U.S. or nonU.S. jurisdiction; (j) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and similar fees and expenses associated with the Funds’ operations,

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investments and transactions, including, without limitation, fees and expenses of the Funds’ administrator; (k) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-regulatory organization and all extraordinary expenses; (l) broken-deal, failed transaction, break-up and similar fees, costs and expenses, if any; (m) costs and expenses of leverage or any other borrowings of the Funds, including, without limitation, interest charges and fees; (n) expenses incurred in the collection of monies owed to the Funds, as applicable; (o) auditing and accounting expenses of the Funds, including, without limitation, expenses associated with the preparation of financial statements, tax returns and Schedules K-1 and the fees and expenses of the auditor; (p) any entity level taxes, fees or other governmental charges on the Funds, including, without limitation, any withholding taxes not due to the status or noncompliance of a particular Investor; (q) costs and expenses associated with investor communications and reports and the delivery thereof to investors; (r) the costs of service providers or software to measure or monitor risk metrics, to aggregate positions and/or to provide reporting with respect to risk metrics and/or positions; (s) costs and expenses associated with meetings of the Investors; (t) insurance expenses; including, without limitation, directors’ and officers’ liability insurance, general partner liability insurance, errors and omissions insurance and other policies, if any; (u) costs and expenses (including, without limitation, entity-level taxes, fees or other governmental charges) associated with the formation, organization and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding company, or similar entity formed with respect to investments, credit facilities or other transactions entered into for the benefit of the Funds; (v) wind-up, liquidation, termination and dissolution expenses; (w) costs, fees and expenses related to registration, qualification and/or exemption under any applicable U.S. federal, state, local or non-U.S. laws, rules or regulations, including, without limitation, blue sky fees, Form D, Form 8.3, CFTC filings and notices and other securities and/or investment-related filing expenses; (x) costs related to any transfers of interests in the Funds, unless otherwise charged to or borne by the applicable transferor and/or transferee; (y) expenses incurred in connection with the preparation of any amendment to the Funds’ governing documents and/or Offering Documents; (z) expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding by the Funds; (aa) any extraordinary expenses (including, without limitation, all litigation-related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (bb) the Management Fee; and (cc) all other fees, costs, charges and expenses associated with the business, affairs and/or operations of the Funds. The Firm allocates expenses among Clients on a fair and equitable basis in accordance with its policies. In general, each Investor will bear its proportionate share of Fund expenses on a pro rata basis with respect to the size of such Investor’s capital account(s) in such Fund or with respect to the relative net asset value of the shares held by such Investor, as applicable. Notwithstanding the foregoing, the General Partner and/or the Firm, as applicable, may specially allocate the expenses described herein in any other manner, including by allocating certain expenses to certain (but not all) Funds or Investors, if the General Partner and/or the Firm, as applicable, reasonably determines, in its discretion, that it is more equitable to do so. To the extent that expenses to be borne by the Funds are paid by the Firm or its affiliates, the Funds will reimburse the Firm or its affiliates for such expenses. We may waive any such reimbursement with respect to any Fund expenses. Any waiver by us for reimbursement of any Fund expenses shall not serve as a waiver of reimbursement for any future Fund expenses to be paid by us or our affiliates. Neither the Firm nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

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The General Partner shall be entitled to an annual performance allocation from each Partnership, whereby a portion of net profit, if any, otherwise allocable to the Capital Account of each Limited Partner (or Sub-Account of each Feeder Fund Investor) shall be reallocated to the General Partner by the Partnership, in accordance with the Partnership Agreement. The performance allocation shall accrue monthly, shall be finally allocated (or “crystallize”) at the end of each fiscal year or upon a limited partner’s (or feeder fund’s investor’s) withdrawal, and shall be calculated on a limited partner-by-limited partner (or feeder fund investor-byfeeder fund investor) basis, and, with respect to each limited partner (or each feeder fund investor) with more than one capital account (or sub-account), shall be calculated separately with respect to each such capital account (or sub-account).The standard performance allocation percentage is 12.5% to 17.5% based upon Series Interest type. With respect to Harraden Circle Strategic Investments, LP and Harraden Circle Strategic Investments Offshore, LP, there is a 5% soft hurdle. The Investment Manager, in its sole discretion, may waive or modify the Performance Fee for any Investor. Performance-based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement.

The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved.

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Partnership Investment Objectives Harraden Circle Investors, LP: The Partnership’s investment objective is to outperform the long-term returns of broad U.S. stock, bond and hedge fund benchmarks while offering protection during market declines. The Investment Manager seeks to achieve this objective by pursuing an event driven approach designed to capitalize on investment opportunities that offer an asymmetric risk/reward profile due to an elevated probability of favorable outcome or a particularly large ratio of upside to downside. Investments will be focused on a wide array of public and private investments associated with Special Purpose Acquisition Company (SPAC) teams and their businesses combinations. Harraden Circle Special Opportunities, LP: The Partnership’s investment objective is to outperform the long-term returns of broad U.S. stock, bond and hedge fund benchmarks. The Investment Manager seeks to achieve this objective by pursuing an event driven approach designed to capitalize on investment opportunities that offer an asymmetric risk/reward profile due to an elevated probability of favorable outcome or a particularly large ratio of upside to downside. Investments will be focused on a wide array of public and private investments associated with SPAC teams and their businesses combinations. The Partnership will often have substantial positions in financings that help support business combinations designed to allow private companies to transition to public market ownership by merging with SPACs. Harraden Circle Strategic Investments, LP: The Partnership’s investment objective is to outperform the long-term returns of cash as well as broad bond and hedge fund benchmarks. The Investment Manager seeks to achieve this objective by pursuing an event driven approach designed to capitalize on investment opportunities that offer an asymmetric risk/reward profile due to an elevated probability of favorable outcome. The Partnership will emphasize cash-backed investments including SPAC stocks and units. Harraden Circle Concentrated, LP: The Partnership’s investment objective is to outperform the long-term returns of broad U.S. stock, bond and hedge fund benchmarks. The Investment Manager seeks to achieve this objective by pursuing an event driven approach designed to capitalize on investment opportunities that offer a particularly large ratio of upside to downside. The Partnership may invest in a highly concentrated manner, holding a large percentage of total portfolio assets in one particular investment type or individual security. An investment in any of the Partnerships involves substantial risks, including, but not limited to, those described below. There can be no assurance that the Partnership’s investment objective will be achieved or that there will be any return of capital, and investment results may vary substantially on a monthly, quarterly or annual basis. The Interests are a potentially suitable investment only for sophisticated investors for whom an investment in the Partnership does not represent a complete investment program and who, in consultation with their own investment and tax advisors, fully understand and are capable of assuming the risks of an investment in the Interests. Risk Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular investment strategies or methods of analysis employed by us.

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An investment involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment who have limited need for liquidity in their investment. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents or SMA documentation and other documents referred to herein before deciding to invest with Harraden Circle. General Investment Risks General Investment and Trading Risks. All securities investments present a risk of loss of capital. Volatile financial markets increase that risk. If the Investment Manager’s evaluation of an investment opportunity should prove incorrect, a Client could experience losses as a result of a decline in the market value of securities in which a Client holds a long position or an increase in the value of securities in which a Client holds a short position. The risk management techniques used by the Investment Manager do not provide any assurance that a Partnership will not be exposed to a risk of significant investment losses. Investment Judgment. The profitability of a significant portion of a Client’s investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Investment Manager will be able to predict accurately these price movements. Concentration. A Client’s portfolio may be concentrated, possibly materially, in a particular market, issuer, instrument type, investment type or country without any investment limitations. Investments in a concentrated portfolio tend to be less stable and result in more rapid changes in the value of the portfolio (upward or downward) than would be the case with greater diversification. Downward movements by a Client’s portfolio could occur rapidly and have a material adverse impact on the value of a Partnership’s capital. If a Client’s investment portfolio becomes highly concentrated, its aggregate return may be volatile and may be affected substantially by the performance of only one or a few holdings. The General Partner is not obligated to hedge a Client’s positions. Price and Liquidity Fluctuations of Investments. It is expected that a significant portion of a Client’s investments will generally be in public securities. However, the market value of a Client’s investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in the securities markets and the financial condition of the issuers of the securities in which a Client invests. During periods of limited liquidity and higher price volatility, a Client’s ability to acquire or dispose of its investments at a price and time that a Client deems advantageous may be impaired. As a result, in periods of rising market prices, a Client may be unable to participate in price increases fully to the extent that it is unable to acquire the desired positions quickly; a Client’s inability to dispose fully and promptly of positions in declining markets will conversely cause its net asset value to decline as the value of unsold positions is marked to lower prices. General Economic Conditions. A Client may be materially affected by general economic or market conditions or events throughout the world that are outside of the control of the Investment Manager, including but not limited to economic uncertainty, industry conditions, technological developments, changes in laws and regulations, geopolitical conditions (including potential impacts resulting from the U.S. administration), tariffs and national and international political circumstances. Market risk is a factor in any investment, and a higher level of volatility in the financial markets has increased risk generally. The most difficult type of market

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environment for the Client’s strategy is expected to be a speculative environment, in which hype, promotional management teams and/or investor euphoria drive stock price movements instead of company fundamentals. This type of environment is of particular concern during short-covering driven rallies and/or for low-dollar short positions. The success of any investment activity is affected by general economic conditions, which may affect the level and volatility of interest rates and the extent and timing of investor participation in the markets for both equities and interest-sensitive securities. Unexpected volatility or illiquidity in the markets in which a Client holds positions, directly or indirectly, could impair a Client’s ability to carry on its business or cause it to incur losses. Natural Disasters, Terrorist Attacks and War. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena, generally can be, highly disruptive to economies and markets, adversely impacting individual issuers, companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Client’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the United States. In addition, terrorist attacks, or the fear of or the precautions taken in anticipation of such attacks, and other acts of war (e.g., war, invasion, acts of foreign enemies, hostilities and insurrection, regardless of whether war is declared) could, directly or indirectly, materially and adversely affect certain industries or countries or regions in which a Client invests. These disruptions could adversely affect where the Investment Manager has offices or where a Client or the Investment Manager otherwise does business and could prevent the Investment Manager from executing advantageous investment decisions in a timely manner and negatively impact its ability to achieve a Client’s investment objectives. Any such event(s) could have a significant adverse impact on the value and risk profile of Client investments. Global Pandemic; Public Health Emergency. Global pandemics and other public health emergencies can cause disruption in the global economy, business and travel disruption and extreme fluctuations in global capital and financial markets. This can lead to significant increases in unemployment levels, a decline in business and consumer confidence and spending, global supply chain issues, inflation, an economic recession in many economies throughout the world and significant increases in federal, state and local deficits and debt. The severity and extent of the impact of a pandemic or public health emergency on the U.S. and global capital and financial markets and economies will depend largely on the duration of the pandemic or health emergency and the policies implemented in connection with restoring business and other activity, all of which are highly uncertain and cannot be predicted. A prolonged period of economic contraction or stagnation can adversely affect a Fund’s performance and reduce available investment opportunities. Additional effects may arise that cannot be predicted currently, including the impact of the pandemic on a Fund’s service providers, a Fund, the Firm and its affiliates. Market Disruptions; Governmental Intervention. Disruptions to the global financial have at times led to government interventions. Such interventions are often unclear in scope and application, resulting in confusion and uncertainty which in itself is materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. A Client may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. Market disruptions may from time to time cause dramatic losses for a Client, and such events can subject otherwise historically low-risk strategies to unprecedented volatility and risk.

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Additional Government or Market Regulation. Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during the past decade have led to increased governmental as well as self-regulatory scrutiny of the “hedge fund” and financial services industry in general. Certain legislation proposing greater regulation of the industry is considered periodically by the U.S. Congress, as well as the governing bodies of non-U.S. jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to a Client, the General Partner, the Investment Manager, the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such laws or regulations could have a material adverse impact on the profit potential of a Client, as well as require increased transparency as to the identity of the Limited Partners. Risks Relating to SPACs SPACs Generally. SPACs are “blank check” companies with no operating history and are typically formed for the purpose of identifying and merging with a private business to enable the private business to become a public company. The regulatory model of a “blank check” public company has become generally accepted, but there may be unanticipated regulatory risks involved in the structure. For example, in the past few years, the SEC has taken many actions, including publishing a proposed set of amendments to rules governing SPACs, that have had a significant impact on the SPAC market. A SPAC sponsor both launches and pays to operate the SPAC and will not generate any revenues until, at the earliest, after the consummation of a transaction. SPACs are prohibited from using initial public offering (“IPO”) proceeds, which are placed in a trust account, to fund working capital requirements and generally raise cash for working capital from a concurrent private placement to its sponsors. The longer a SPAC takes to identify a target, the more working capital it uses, which could jeopardize the SPAC’s ability to execute a business combination with an acquisition target. While a SPAC is seeking and pursuing an acquisition target its stock may be thinly traded. The economic model for a SPAC depends on there being a viable market for its stock and warrants prior to consummation of an acquisition. There can be no assurance that such a market will develop, despite the fact that such securities legally are freely tradable (having been publicly offered). Underperformance of Companies that Have Merged with a SPAC. Many companies that have merged with a SPAC in the last few years have significantly underperformed, with some trading well below the valuation at the time of the business combination. In addition, due to very high redemptions during that same period, many companies have had very thinly traded stock, which has sometimes led to very high volatility and a lack of a market for existing investors of the company to liquidate their investments in the company. In certain cases, companies that went public through a SPAC subsequently declared bankruptcy or were taken private at a much lower valuation than the valuation at the time of the business combination. Some SPAC Securities Are Not Backed by Cash in Trust. Proceeds from the sale of SPAC shares or other securities are set aside in a trust account. The proceeds from the offering that have been set aside in trust may be available to payout SPAC public equity investors who elect to tender prior to a transaction consummation or charter amendment, or to payout all SPAC stockholders if the SPAC fails to consummate any transaction and liquidates, but holders who hold securities other than the public shares that are sold at the IPO do not have a claim to the trust account. If such securities are not sold before a SPAC liquidates, they will expire worthless, which exposes the holders of such securities to substantial risk if a SPAC fails to consummate a transaction and liquidates. Similarly, private investments such as loans to sponsors, the purchase of founder’s shares, or similar

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transactions do not typically have a claim against assets in the trust account and may have little or no value if a SPAC fails to consummate a transaction and liquidate. Investments designed to support the consummation of a business transaction also entail varying levels of equity and credit risk. Investors who do not elect to tender their SPAC stock for cash by the record date associated with a SPAC transaction will no longer own a cash-backed SPAC and will instead own stock of the newly public business with all the risks that entails. Inability of SPAC to Complete an Initial Business Combination within Prescribed Timeframe. A SPAC may not be able to find a suitable acquisition target and complete a business combination transaction within the prescribed time period. If the SPAC has not completed a transaction within the prescribed time period, the SPAC may request approval of an extension or will: (i) cease all operations, except for the limited purpose of winding up; (ii) redeem its outstanding public stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account net of expenses and taxes; and (iii) following such redemption, dissolve and liquidate, subject in each case to state law obligations to provide for claims of creditors and the requirements of other applicable law. In such case, the SPAC’s warrants, rights, and any other investment in the SPAC other than the stock (which is entitled to redemption with cash from the transaction) will expire worthless. Forward Purchase Agreements. Certain Clients may enter into a forward purchase agreement (“FPA”) with a SPAC obligating the Client to purchase shares in such SPAC in connection with the consummation of the business combination. To the extent a Client participates in an FPA, the terms of the transaction would be negotiated by the Investment Manager, on behalf of such Client, in its sole discretion. Many FPAs are set up so that the forward purchaser does not have the option to decline an investment and must invest in the target at the predetermined price even if it does not believe the target valuation is appropriate. Also, the shares and warrants acquired pursuant to the FPA may not be SEC-registered or freely tradeable when acquired. If that is the case, by the time such shares and warrants have been registered with the SEC and become freely tradeable post-business combination, the market of the SPAC’s securities may be substantially lower or the securities may be thinly traded, potentially creating significant losses for such Client. Non-Redemption Agreements. A non-redemption agreement (“NRA”) is executed with a SPAC prior to the redemption date associated with a business combination. Participants in NRAs first purchase common shares in the SPAC and agree not to redeem those shares in connection with the closing of a business combination. In exchange, the SPAC pays, immediately after the closing of the deal, a negotiated amount to each participant to lower their effective cost basis. The SPAC can usually enter into additional NRAs either prior to or following the execution of a given NRA with other parties. There are several risks associated with participation in NRAs including but not limited to overpriced SPAC shares, limited liquidity following the business combination’s closing and, occasionally, the issuance of restricted shares or imposition of lock-up provisions on the SPAC’s shares. Sponsor Loans. A SPAC team may seek loans from outside investors to capitalize a newly created SPAC and pay its IPO costs, fund the purchase of an existing SPAC or pay for expenses related to a business combination. Depending on the lending market environment, lenders can have bargaining power and extend loans with particularly attractive terms, which could be disadvantageous to a Client. SPAC teams often commit to pay back loans in addition to one post-deal share for every dollar lent to the SPAC. Such dollar is usually returned at the closing of the deal and outside investors would receive shares in the target company at no cost. To the extent a Client participates in a sponsor loan, such Client will be subject to certain risks, including but not limited to credit risks. In many cases, such loans are funded before the closing of a business combination and if the SPAC ultimately fails to consummate a business combination, it may not have enough cash or assets to pay back the loan. Additionally, there

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is often a link between debt recoveries and the success of a SPAC team or specific deal, which can make a Client’s success in participating in a sponsor loan highly dependent on the SPAC team or deal terms. Equity Lines of Credit. U.S. public companies seeking additional liquidity can seek to raise capital through equity lines of credit (“ELOCs”). Under an ELOC, a publicly listed company contracts with an institutional investor, such as the Clients, for the right to sell up to a specified dollar amount of common stock to such investor from time to time during an agreed-upon period of time. The company has the ability to draw on the equity line as if it was a revolving credit facility or an equity ATM program. The shares of common stock are privately placed to the institutional investor but registered for public resale on a shelf registration statement so that the investor has immediate liquidity with respect to the shares purchased. The purchase price for the shares purchased pursuant to the ELOC is typically calculated utilizing the market price of the company’s shares during an agreed pricing period following delivery of a notice to the investor, less a discount that was previously agreed to by the investor and the company. ELOCs are often memorialized by executing an equity purchase agreement (“EPA”) between the company and the investor. To the extent a Client participates in an ELOC, the Investment Manager, in its sole discretion, would negotiate the terms of the EPA on behalf of the Client and without any input from the Limited Partners. Warrants. Certain Clients may acquire a SPAC’s warrants. If the SPAC does not file and maintain a current and effective prospectus relating to the stock issuable upon exercise of the warrants at the time that the Client wishes to exercise such warrants, it will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As a result, the number of shares of common stock that the Client will receive upon exercise of the warrants will be fewer than it would have been had the Client exercised its warrant for cash. Further, if an exemption from registration is not available, the Client would not be able to exercise on a cashless basis and would only be able to exercise its warrants for cash if a current and effective prospectus relating to the common stock issuable upon exercise of the warrants is available. The Client cannot guarantee that the SPAC will be able to file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. If the SPAC is unable to do so, the potential “upside” of the Client’s investment in the SPAC may be reduced or the warrants may expire worthless. No warrants will be exercisable by the Client, and the SPAC will not be obligated to issue shares of common stock, unless the shares of stock issuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of formation of the Client. If the shares of common stock issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdiction of the Partnership, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if they cannot be sold. Securities May be Illiquid or Restricted. Depending on the transaction, a Client may receive shares of the SPAC or the public company following the business combination that is illiquid, either due to contractual lock-ups or market conditions. In either case, a Partnership may not be able to sell such securities without significant loss or for a significant period of time or at all. Taxes May Reduce the Value of Cash in Trust. Redeeming SPAC stockholders receive cash plus interest (net of taxes, such as franchise tax and the tax on interest earned on cash held in the trust account) as well as net of any amortized SPAC operating or dissolution expenses. Moreover, the Inflation Reduction Act of 2022 imposed a new one percent excise tax on the value of corporate share repurchases (net of issuance). Under certain circumstances, and if the SPAC does not explicitly indemnify holders, SPACs domiciled in the -13-

United States may pay this excise tax out of trust value before redeeming stock, reducing the cash value payable to SPAC stockholders by one percent. Any increase to the excise tax would reduce the cash available to SPAC stockholders who intend to redeem stock and could have an adverse impact on the demand for SPACs domiciled in the United States and held by a Client. SPAC Ownership Constraints Can Impact Large Owners. Many SPACs preclude owners from electing to receive cash back on any shares above a certain threshold (generally in the 10-20% range). As a result of this constraint, investors who own more than the stated percentage when a transaction is proposed would not be able to tender a portion of their shares and would instead be required to participate in the proposed transaction regardless of quality. Since the number of SPAC shares outstanding may become considerably smaller following an extension event, a large owner that fails to redeem sufficient shares, may, as a result, hold a much larger percentage of the remaining SPAC shares, which can trigger various filing requirements and, as noted above, limit the investor’s ability to tender shares prior to the effectiveness of a SPAC transaction. Prior to a redemption deadline, investors do not know how many shares will be redeemed by other holders and, therefore, what the new size of a SPAC will be following that event. To mitigate this risk, a large owner may sell its interest in a SPAC even when the SPAC is trading at a discount to future cash value, impairing the value of a Client’s portfolio. Affiliated accounts controlled by the same manager count towards the ownership threshold, and a failure to accurately aggregate shareholdings could result in these adverse consequences. Large owners may own hundreds of SPAC securities and, amidst a shrinking market, may be left with fewer reinvestment opportunities, which could impair a Client’s performance. Each SPAC is Newly Formed with No Operating History. Each SPAC will be a newly formed company with no operating results and will not commence operations until obtaining funding through an IPO. Because of the lack of an operating history, the Investment Manager will have no basis upon which to evaluate such SPAC’s ability to achieve its business objective of completing its initial business combination with one or more acquisition targets. Each SPAC, at the time of its formation, will have no plans, arrangements or understandings with any prospective acquisition target concerning an initial business combination and may be unable to complete its initial business combination. If the SPAC fails to complete an initial business combination, it will never generate any operating revenues, making a Client’s warrants, rights, and any other investment in the SPAC (except equity that may be redeemed with proceeds from the trust) worthless. While the Partnership will evaluate the quality of the SPAC sponsor team, including their performance on other SPACs, past performance of any SPAC sponsor team is not a good indication of future performance. Impact of Redemption Rights of SPAC’s Stockholders. At the time public stockholders invest in a SPAC, they will not be provided with an opportunity to evaluate the specific merits or risks of any initial business combination and the SPAC’s board may in certain circumstances complete an initial business combination without seeking stockholder approval. As a result, if the SPAC does not seek stockholder approval of an initial business combination, public stockholders’ only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising their redemption rights in connection with the initial business combination. Thus, public stockholders may have an incentive to err on the side of caution and have their shares redeemed by the SPAC. In cases where the redemptions are high, the post-closing liquidity of the public company may be very low or the public company may have less capital than it needs to expand its business. Ifa Client is committed to certain kinds of PIPE or backstop agreements which obligates it to provide additional capital to make up for this shortfall, it would be required to increase its exposure to such a transaction.

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Redemption Rights May Make SPAC Unattractive to Targets or May Preclude SPAC from Completing Desirable Business Combinations. A SPAC may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that the SPAC have a minimum net worth or a certain amount of cash that elects to remain in the trust account to pay the purchase price. If too many public stockholders exercise their redemption rights, the SPAC may not be able to meet such closing condition and, as a result, would not be able to complete the business combination. Since many large SPAC equity holders are interested primarily in the cash return available from owning SPAC equity, they often either sell or tender their SPAC equity shares rather than participate in a transaction proposed by the SPAC management team. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination with a SPAC unless third party financing is already obtained, the target is confident it will be committed after the transaction is announced, or the target expects the business combination announcement will generate buying interest from investors less likely to redeem shares. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. This may limit a SPAC’s ability to complete the most desirable business combination available or for the acquisition target to optimize its capital structure. Time Limit for SPAC to Complete Business Combination May Increase Acquisition Target’s Negotiating Leverage. Any potential acquisition target with which a SPAC enters into negotiations will be aware that the SPAC must complete its initial business combination within a defined time frame from the closing of the IPO, typically from 12-24 months. Consequently, such target may have leverage over a SPAC in negotiating an initial business combination. This risk will increase as the SPAC approaches the relevant deadline. In addition, the SPAC may have limited time to conduct due diligence and may enter into an initial business combination on terms that it would have rejected upon a more comprehensive investigation conducted over a longer period of time. Unlike traditional IPOs, business combinations generally do not involve investment banking underwriters who would have independent diligence and advised the company on the valuation. Potential Exchange Delisting of SPAC; Listing Requirements. Each SPAC will apply to have its units listed on a national securities exchange. A SPAC cannot guarantee that its securities will be approved for listing or, if approved, that its securities will continue to remain listed on such exchange. Additionally, a SPAC will be required to demonstrate compliance with the exchange’s initial listing requirements at both the time of its IPO and at the time of its initial business combination, and the initial listing requirements are more rigorous than the continued listing requirements. A SPAC cannot assure that it will be able to meet those initial listing requirements at that time. If the exchange delists a SPAC’s securities from trading on its exchange and the SPAC is unable to list on another exchange, the securities could be quoted on an over-the-counter market and could face significant material adverse consequences, including:

limited availability of market quotations for its securities;

reduced liquidity for its securities;

a determination that the common stock is a “penny stock” requiring brokers to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

a limited amount of news and analyst coverage once a transaction is completed; and

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a decreased ability to issue additional securities or obtain additional financing in the future, any of which could limit the ability of a Client to make transactions in the SPAC’s securities, dissuade deal participants from proceeding with a transaction, and adversely affect the market value of certain Client securities including but not limited to warrants and rights.

In addition to the delisting of a SPAC’s securities, to the extent that an exchange changes its listing requirements with respect to SPACs, a SPAC deal could be negatively impacted through more cumbersome requirements and/or closing delays. With recent high redemptions of SPACs, it has become more difficult for many companies following a merger with a SPAC to maintain the stock exchange listing requirements. Significant Competition for Business Combination Opportunities. The Investment Manager expects that each SPAC will encounter intense competition from other entities having a similar business objective, including private investors (which may be individuals or other investment partnerships), other blank check companies and other entities competing for the types of businesses such SPAC intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Some of these competitors may possess greater technical, human and other resources or more industry knowledge than the relevant SPAC does. As a result, SPAC sponsors may allow such other competitors to exit deals ahead of a Client or offer such competitors better deal terms than a Client. In addition, while there has been a slowdown in the traditional IPO and direct listing markets, there are signs that such markets have begun to reopen. To the extent such markets reopen, many companies that otherwise may engage in a transaction with a SPAC may instead opt to pursue a traditional IPO or direct listing. SPAC’s Write-downs or Write-offs prior to a Business Combination. Even if a SPAC conducts extensive due diligence on an acquisition target, it cannot guarantee that this due diligence will surface all material issues that may be present inside a particular acquisition target, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the acquisition target and outside of the SPAC’s control will not later arise. As a result, a business that becomes a public company through a SPAC transaction may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in reporting losses. Accordingly, if a Client elects to remain a stockholder following the initial business combination rather than selling or tendering SPAC shares for cash back, such Client could suffer a reduction in the value of its shares. Risk of a SPAC Being Deemed an Investment Company. In order not to be regulated as an investment company under the Investment Company Act, a SPAC must ensure that it is engaged primarily in a business other than investing, reinvesting or trading in securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. If a SPAC is deemed to be an investment company under the Investment Company Act, it may be subject to various restrictions, including restrictions on the nature of its investments and restrictions on the issuance of securities, each of which may make it difficult for a SPAC to complete an initial business combination. Further, the SPAC may be subject to burdensome legal and reporting requirements, including registration as an investment company, adoption of a specific form of corporate structure, and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

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Past Performance of SPAC’s Management Team Members Not Indicative of Future Performance. Past performance by members of a SPAC management team is not a guarantee either (i) of success with respect to any business combination a SPAC may consummate or (ii) that such SPAC will be able to locate a suitable candidate for an initial business combination. Inability of SPAC to Assess Risks of any Acquisition Target’s Operations. A SPAC may be affected by numerous risks inherent in the business and operations of the company with which it combines. For example, if the SPAC combines with a financially unstable business or an entity lacking an established record of sales or earnings, the successor company may experience volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although the SPAC’s officers and directors will endeavor to evaluate the risks inherent in a particular acquisition target, there is no guarantee that the SPAC will properly ascertain or assess all of the significant risk factors or that it will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of management’s control and leave the SPAC with no ability to control or reduce the chances that those risks will adversely impact an acquisition target. Business Combination in Industries/Sectors Outside of SPAC Management’s Core Expertise. Management of a SPAC may consider an initial business combination outside of its management’s area of expertise if an initial business combination candidate is presented to the SPAC and it determines that such candidate offers an attractive business combination opportunity for the company, or if the SPAC is unable to identify a suitable candidate in a sector within its management’s area of expertise after having invested a reasonable amount of time and effort in an attempt to do so. If a SPAC elects to pursue a business combination outside of the areas of its management’s expertise, the risk of the SPAC failing to adequately ascertain or assess all of the significant risk factors inherent in the target company is more acute. Accordingly, a Client, to the extent it remains a stockholder following a SPAC’s business combination, could suffer a reduction in the value of its holding. Limited Ability to Assess Management of a Prospective Acquisition Target. When evaluating the desirability of effecting an initial business combination with a prospective acquisition target, the SPAC’s ability to assess the acquisition target management team may be limited due to a lack of time, resources or information. The assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the relevant skills, qualifications or abilities and, as a result, the operations and profitability of the post-combination business may be negatively impacted. Management May Be Unable to Maintain Control of Target Post-Business Combination. Even if a post-transaction company owns 50% or more of the voting securities of the target, as a result of the issuance of a substantial number of new shares of common stock in connection with the initial business combination transaction, the SPAC’s existing stockholders prior to such business combination may collectively own a minority interest in the post-transaction company. Accordingly, it may be more difficult for the SPAC’s management team to maintain control of the acquisition target. There is no guarantee that new management will possess the skills, qualifications or abilities necessary to profitably operate such acquisition target. Conflicts of Officers and Directors. Officers and directors of a SPAC typically are not required to, and will not, commit their full time to the SPAC’s affairs, which may result in a conflict of interest in allocating their time between the SPAC’s operations and its search for an initial business combination and their other businesses. A SPAC’s independent directors may also serve as officers or board members for other entities. If officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to the SPAC’s affairs, -17-

which may have a negative impact on the SPAC’s ability to complete an initial business combination. No Independent Review of Price. In connection with its business combination, a SPAC will not be required to obtain an opinion from an independent investment banking firm or accounting firm that the price the SPAC is paying is fair. There is no guarantee that the SPAC’s board will properly assess the value of the company. Potential Loss of Entire Investment if No Business Combination Is Completed. Each SPAC sponsor (and certain Clients) will purchase founder shares. The founder shares will be worthless if the SPAC does not complete an initial business combination. Limited Information Available for an Initial Business Combination with a Private Company. A SPAC may seek to effect an initial business combination with a privately held company. Very little public information generally exists about private companies, and the SPAC could be required to make a decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination with a company that is not profitable. Likewise, a Client may have little access to information or the ability to perform extensive diligence on a SPAC or target in connection with any business transaction, which may increase the investment risk in such companies. Arbitrary Determination of IPO Price. Prior to a SPAC’s IPO, there will have been no public market for any of its securities. The public offering price of the SPAC units and the terms of the warrants will be negotiated between the SPAC management team and the IPO underwriters. Factors considered in determining the size of the IPO and prices and terms of the SPAC units include (among others):

the history and prospects of companies whose principal business is the acquisition of other companies;

prior offerings of those companies;

the SPAC’s prospects for acquiring an operating business;

a review of debt-to-equity ratios in leveraged transactions;

the SPAC’s capital structure;

an assessment of the SPAC’s management team and their experience in identifying operating companies; and

general conditions of the securities markets at the time of the IPO.

However, the ultimate determination of the SPAC’s IPO price is more arbitrary than the pricing of securities of an operating company in a particular industry because there are no historical operations or financial results to assess. Business Combination with a Non-U.S. Company. If a SPAC effects an initial business combination with a company with operations outside of the United States, the SPAC would be subject to special considerations or risks associated with companies operating in an international setting, including any or all of the following:

higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

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rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

laws governing the manner in which future business combinations may be effected;

tariffs and trade barriers;

regulations related to customs and import/export matters;

longer payment cycles and challenges in collecting accounts receivable;

tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

cultural and language differences;

employment regulations;

litigation, including a Client’s ability to collect in connection with any judgment rendered in favor of such Client;

changes in industry, regulatory or environmental standards within the jurisdictions where the company operates;

crime, strikes, riots, civil disturbances, terrorist attacks, epidemics, natural disasters and wars;

deterioration of political relations with the United States; and

government appropriations of assets.

The SPAC may not be able to adequately address these additional risks. If it is unable to do so, the company’s operations might suffer, which may adversely impact results of operations and financial condition and result in a decrease in the value of a Client’s investment. Potential Claims Against SPAC Trust Funds. An important aspect of the SPAC structure relates to the deposit of the proceeds raised in a SPAC’s IPO into a trust account established for the benefit of the SPAC’s public shareholders. Placing funds in a trust account may not protect those funds from third party claims against the SPAC. While few claims have succeeded in the past, there is no guarantee that creditors or other entities involved with a SPAC will not seek recourse against the SPAC’s trust fund for any reason and that the proceeds in such trust fund will not be reduced by such claims in the future. Other Investment Strategy Risks Regarding the Partnerships Changes in Investment Strategy. The Investment Manager has considerable discretion in choosing the securities that may be acquired and has the right to modify the investment strategy, selection criteria, or hedging techniques used by a Partnership without the consent of the Limited Partners. Any of these new investment techniques may not be thoroughly tested

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in the market before being employed and may have operational or theoretical shortcomings, which could result in unsuccessful investments and, ultimately, losses to a Partnership. In addition, any new investment strategy or hedging technique developed may be more speculative than earlier techniques and may increase the risk of an investment in a Partnership. Time Required to Invest and for Maturity of Investments. There can be no assurance as to when cash contributions of investors in a Partnership will be fully invested. In addition, a Partnership cannot predict whether there will be sufficiently attractive investments available to the Partnership at any given time so that it might be fully invested in accordance with its investment objectives. A Partnership’s overall rate of return will be affected by the percentage of the Partnership’s assets that remain in short-term investments and the length of time that assets remain in such investments. Moreover, it is impossible to predict the time necessary for a Partnership’s investments to mature to a point considered appropriate by the Partnership for their disposition. Some of a Partnership’s investments may be in securities of issuers that do not actively trade in their respective markets and, accordingly, the Partnership may not be able to sell significant amounts of such securities at any one time at advantageous prices. Thus, should a Partnership for any reason, particularly the funding of capital withdrawals, be required to liquidate or dispose of its investments, it might receive a substantially lower return on such investments than may have been expected at the time of a Partnership’s purchase of such investments. There is no way to predict how long a Partnership will hold any of its investments, and no assurance can be given that any of a Partnership’s investments will generate gains. Diversification Risk. It is expected that a Partnership will hold a limited number of positions (both long and short) at any given time. As a result of a Partnership’s lack of diversification, a significant loss in any one position may have a material adverse effect on the net asset value of the Partnership and the Partnership’s rate of return. Diversification of Partnership assets among different market areas is not a primary goal of a Partnership. Therefore, any fluctuation in the overall value of securities in a particular market area, could have a material adverse effect on the performance of a Partnership. Available Information. The Investment Manager will select investments, in part, on the basis of information and data filed by the issuers of securities with various government regulators or made directly available to the Investment Manager by such issuers, or through sources other than the issuers. Although the Investment Manager evaluates all such information and data, and seeks independent corroboration when the Investment Manager considers it appropriate and when it is reasonably available, the Investment Manager is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases complete and accurate information is not readily available. Liquidity Risks/Risk of Operations. Some of the securities in which a Partnership invests may be thinly traded, potentially making it difficult for the Partnership to dispose of a position at the time or price desired. Moreover, in periods of extreme market volatility, the bid/ask spreads for some securities that ordinarily are liquid may widen, making it difficult or undesirable to sell the securities. Although certain securities that a Partnership acquires will be traded on public exchanges, each exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension could render it difficult or impossible for a Partnership to liquidate its positions and would thereby expose it to losses. Unregistered Securities. PIPE securities, founder’s shares privately issued by a SPAC at or shortly after formation and other similar securities are not registered with the SEC as of their issue date. PIPEs and other such securities may be issued with registration rights, requiring the issuer to register the offered securities and/or the underlying securities for resale with the appropriate U.S. federal and state authorities by a contractually specified deadline. In order for a PIPE investment to be effective, the issuer must abide by its contractual obligations. In the interim, such securities generally are subject to holding periods and other restrictions on -20-

transfer. If an issuer fails to meet its contractual obligations, in addition to the possibility of being involved in costly litigation, an investor, such as the Partnership, may be unable to dispose of the securities at appropriate prices if at all, or may experience substantial delays in doing so, and thus may not be able to realize the anticipated profit with respect to such investment for a substantial period of time, if ever. PIPE Investing. PIPE strategies have historically been significantly more likely to be successful during periods of rising equity prices. In such conditions, not only is it easier to liquidate the PIPE acquired, but also the equity price may increase from the date of liquidation, increasing the intrinsic profit in the discounted price. In addition, investments in PIPE securities are designed to profit from forecasting absolute price movements in the issuer’s stock. Predicting future prices is inherently uncertain and the losses incurred, if the market moves against a position, will often not be sufficiently hedged (or hedged at all). PIPE investing involves making capital commitments to issuers without access to traditional capital markets in situations in which the bankruptcy of the issuer could result in a total loss of the investment. Analysis of the financial condition of the issuer is an important component of determining whether to make any such investment. Such analysis can be resource-intensive, and the Investment Manager will be competing with entities that have resources substantially in excess of its own. PIPE strategies are more prone to being involved with litigation than many other investment strategies because they involve negotiating discount prices or otherwise special arrangements with financially troubled, highly leveraged or developmental stage issuers. Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. Convertible securities generally: (i) have higher yields than the dividends on the underlying common stocks, but lower yields than non-convertible securities of a comparable duration; (ii) are less volatile in price than the underlying common stock due to their fixed-income characteristics; (iii) have a significant option component to their value which is directly impacted by the prevailing market volatility and interest rates; and (iv) provide the potential for capital appreciation if the market price of the underlying common stock increases. The market for convertible securities is typically materially less liquid than that for the underlying common stock and the value of convertible securities is more directly at risk to increases in interest rates. A convertible security may be subject to redemption at the option of the issuer, which could have an adverse effect on the value of the position. Equity Securities and Equity-Related Securities. A Partnership may invest in equity securities and equity-related instruments. The value of equity securities varies in response to many factors. Factors specific to an issuer, such as certain decisions by management, lower demand for the issuer’s products or services or even the loss of a key executive, could result in a decrease in the value of the issuer’s securities. Factors specific to the industry in which an issuer participates, such as increased competition or costs of production or negative consumer or investor perception, can have a similar effect. The value of an issuer’s stock can also be adversely affected by changes in financial markets generally, such as an increase in interest rates or decrease in consumer confidence. These factors and others can cause significant fluctuations in the prices of the securities in which a Partnership invests and can result in significant losses. Preferred Stock. Preferred stock generally has a preference as to dividends and upon liquidation over an issuer’s common stock, but it ranks junior to debt securities in an issuer’s capital structure. Preferred stock generally pays dividends in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or

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more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. High Yield Securities. The Partnership may invest in “high yield” bonds and preferred securities that are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories may be subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominately speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities. Structured Credit Products. The Partnership may invest in a wide range of structured equity and credit products. While such products can be effective risk taking and risk management tools, such products are generally illiquid and the pricing of such products may be more volatile than more traditional investment products. These structured products involve not only the risks of the underlying “reference asset,” but also other risks including, without limitation, acceleration of the financing embedded in the structure, counterparty credit risk or restrictions imposed on the management and nature of the permissible reference assets and costs of creating the structured products. Securities of Sub-Investment Grade Companies. Special risks may arise if a Partnership invests in the securities of sub-investment grade and highly leveraged companies. Although such investments may result in meaningful returns to a Partnership, they involve a substantial degree of risk. If the “natural leverage” created by a company’s high level of borrowing should work against a Partnership short position, the Partnership’s losses would be heightened. Although a Partnership may not do so frequently, should the Partnership purchase distressed and/or non-performing debt securities, and subsequent to purchasing them find that they are no longer readily traded by broker-dealers, these securities may not show any return for a considerable period of time. Many distressed and/or non-performing securities ordinarily remain unpaid while the company is in bankruptcy and may not ultimately be paid unless and until the company reorganizes and/or emerges from bankruptcy proceedings. As a result, if they are no longer readily traded by broker-dealers, such securities may have to be held for an extended period of time. There is no assurance that the Investment Manager will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which a Partnership invests, a Partnership may lose its entire investment. Under such circumstances, the returns generated from a Partnership’s investments may not compensate the Limited Partners adequately for the risks assumed. Exchange Traded Funds. The Partnership from time to time invest in ETFs. As with other investments, investments in ETFs are subject to market risk and, for non-index strategies, selection risk. In addition, with respect to index strategies, imperfect correlation between an ETF’s portfolio securities and those in its index, rounding of prices, the timing of cash flows, the ETF’s size, changes to the index and regulatory requirements may cause tracking error, which is the divergence of an ETF’s performance from that of its underlying index. Investors will indirectly bear their proportionate share of the fees and expenses of any ETF in which a

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Partnership invests. As a result, the cost of investing in an ETF may exceed the cost of investing directly in such ETF’s underlying investments. Derivative Instruments. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments in which the Partnership may participate is evolving, and changes in the regulation or taxation of such financial instruments may have a material adverse effect on a Partnership. In addition, a Partnership may, in the future, take advantage of opportunities with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available. Special risks may apply in the future that cannot be determined at this time. Arbitrage Transaction Risks. Arbitrage strategies attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in different forms. A Partnership may employ these arbitrage strategies. If the requisite elements of an arbitrage strategy are not properly analyzed, or unexpected events or price movements intervene, losses can occur which can be magnified to the extent a Partnership is employing leverage. Moreover, arbitrage strategies often depend upon identifying favorable “spreads,” which can also be identified and reduced or eliminated by other market participants. Short Sales. Short sales by a Partnership that are not made “against the box” create opportunities to increase the Partnership’s return but, at the same time, involve special risk considerations and may be considered a speculative technique. Since a Partnership, in effect, profits from a decline in the price of the securities sold short without the need to invest the full purchase price of the securities on the date of the short sale, the value of Interests will tend to increase more when the securities it has sold short decrease in value, and to decrease more when the securities it has sold short increase in value, than otherwise would be the case if it had not engaged in such short sales. Short sales theoretically involve unlimited loss potential, as the market price of securities sold short may increase continuously, although a Partnership may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions the Partnership might have difficulty purchasing securities to meet its short sale delivery obligations and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales. Short sales are expected to be used with the intent of hedging against the risk of declines in the market value of the Partnership’s long portfolio, but there can be no assurance that such hedging operations will be successful. Short sales have been, and may in the future be, subject to emergency regulatory action prohibiting, in whole or in part, short sales. Further, the SEC has also adopted a modified “uptick test” for short sales. Such restrictions could make it difficult to implement a Partnership’s investment strategy. Hedging. The Partnerships will be permitted to engage in a variety of hedging transactions. Hedges can be more difficult to implement than many other types of transactions, and the possibilities for errors may be greater than for other transactions. Leverage. The Partnerships will be permitted to borrow money for certain purposes. To the extent a Partnership borrows, it may be required to pledge its assets in order to secure such borrowings. Any such pledge may engender preferential rights with respect to the lender, as well as impose diversification or capitalization covenants that could constrain the Investment Manager’s investment strategies, among other risks. Although the use of leverage may increase returns to a Partnership, it may also decrease returns to a Partnership. Accordingly, any event that adversely affects the value of an investment by a Partnership would be magnified to the extent the Partnership is leveraged.

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Dependence on Occurrence of Events. The ability to realize a profit on certain of a Partnership’s investments may be dependent upon the occurrence of certain events, for example, the bankruptcy, sale, or successful reorganization of a company. If the event that the Investment Manager is expecting to occur does not occur, the Partnership may sustain a significant loss. Institutional Risks; Counterparty Risk. Institutions will have custody of the assets of the Partnerships. Certain assets of a Partnership will be exposed to the credit risk of the dealers, brokers and exchanges through which the Investment Manager deals, whether the Investment Manager engages in exchange-traded or off-exchange transactions. These firms and/or financial institutions, regardless of how large or well-capitalized, may encounter financial difficulties that impair the operating capabilities or the capital position of a Partnership. If any broker-dealer or other financial institution holding a Partnership’s assets were to become bankrupt or insolvent, it is possible that the Partnership would be able to recover only a portion, or in certain circumstances, none of its assets held by such bankrupt or insolvent entity. Brokers may trade with an exchange as principals on behalf of a Partnership, in a “debtorcreditor” relationship, unlike other clearing broker relationships where the broker is merely a facilitator of the transaction. Such broker could, therefore, have title to all of the assets of a Partnership (for example, the transactions that the broker has entered into on behalf of the Partnership as principal as well as the margin payments that the Partnership provides). In the event of such broker’s insolvency, the transactions into which the broker has entered as principal could default, and a Partnership’s assets could become part of the insolvent broker’s estate, to the detriment of the Partnership. A Partnership’s assets may be held in “street name,” in which case, a default by the broker could cause the Partnership’s rights to be limited to that of an unsecured creditor. To the extent that a Partnership invests in swaps, derivative or synthetic instruments, or other over-the-counter transactions, including forward contracts, or, in certain circumstances, nonU.S. securities, the Partnership may also take a credit risk with respect to the parties with whom it trades and may bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions, which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Competition. The securities industry is extremely competitive. While the Investment Manager believes that there are currently available attractive investments of the type in which a Partnership may invest (e.g., SPACs), there can be no assurance that such investments will continue to be available for a Partnership’s investment activities, or that available investments will meet a Partnership’s investment criteria. The Investment Manager will compete for investment opportunities against various other investors, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. Competitive investment activity by other firms may reduce a Partnership’s opportunity for profit by reducing the availability of or increasing the price of what a Partnership believes to be, based on its investment criteria, exceptional investment opportunities.

Employees must at all times place the interests of Clients and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Employees are permitted to maintain personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives). Employees may trade Reportable Securities, subject to preclearance requirements. Employees are permitted to liquidate positions held at the time of employment in Reportable Securities (a “Liquidating Trade”) subject to pre-clearance by the CCO or his designee. Employees are prohibited from participating in Initial Public Offerings (“IPOs”) or in SPAC securities. Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre-approval from the CCO or his designee before: (i) engaging in any outside business activities; or (ii) making any private investments. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises.

Conflicts of Interest

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Management of Clients Managing multiple Clients may create the potential for conflicts of interest between Clients, including with respect to the allocation of investment opportunities and management of time, services and functions. The Principal, the investment team and other employees, officers, directors, principals or members of the General Partner and the Investment Manager are not obligated to devote their full time to a particular Client but will devote such time as the Principal, the General Partner and the Investment Manager, in their respective sole discretion, deem necessary to carry out the operations of each Client effectively. Investments by the Principal and Certain Harraden Personnel The Principal and certain other officers and employees of the Investment Manager (collectively, the “Harraden Personnel”) have made and may in the future make personal investments in one or more of the Funds. In each case, the Harraden Personnel are not subject to a Management Fee or performance allocation but do bear their pro rata share of Fund expenses. These investments may create conflicts of interest, including the incentive for the Principal or other Harraden Personnel to favor Funds in which they hold personal investments because their returns in those vehicles are not reduced by management or performance-based fees. In addition, because Harraden Personnel may hold personal investments in one or more Funds, they could have greater economic exposure to the performance of certain Funds than others, which could create incentives to devote more attention, allocate more favorable investment opportunities or manage risks differently for those Funds where they have personal capital at stake. Conversely, the absence of a personal investment in other Funds may reduce their economic incentive to prioritize such Funds’ performance, which could result in decisions that do not align fully with the interests of investors in such Funds. Allocation of Investment Opportunities The Clients may invest alongside one another in investment opportunities that are held, or are being invested in, by such other Clients, subject to the Investment Manager’s investment allocation policy. The Investment Manager may allocate investment opportunities among one or more Clients in any manner that the Investment Manager in its sole and absolute discretion determines to be necessary, desirable or appropriate, in accordance with its investment allocation policy, as in effect from time to time, which requires that such allocations be made in a manner that is fair and equitable to each account. It is possible that one or more investment opportunities otherwise suitable for a Client, after taking into consideration such Client’s investment strategy, may be allocated in whole or in part to other Clients. If an investment is appropriate for one or more Clients, the investment generally will be allocated among such Clients pro rata based upon the respective net asset values of such Clients, subject to the target percentage holdings of that type of investment for each such Client. However, the Investment Manager, in its reasonable discretion, may make non-pro rata allocations among Clients based upon a variety of factors including, among other things, tax and regulatory considerations, the overall portfolio composition of such Clients, different terms governing Clients, and the risk profile and investment restrictions (including limitations with respect to leverage) for such Clients. To the extent any Client does not have sufficient capital available to fund its pro rata allocation of any particular investment (whether as a result of such Client’s existing investments, reserves for anticipated future cash needs, or otherwise), such Client will participate in such investment only to the extent of its capital available to do so, and any excess amount that otherwise would have been allocated to such Client for such investment will instead be allocated to other Clients, as applicable, as described above. As a result, performance results among Clients may differ. Similarly, although investments held by multiple Clients are expected generally to be disposed of by such Clients on a pari passu basis, the Investment Manager may, in its reasonable discretion, sell investments from various Clients on a non-pro rata basis, based on a variety of -26-

factors, including those described above with respect to allocations of investment opportunities. Accordingly, it is possible that one Client may be selling an investment, while another Client is retaining or investing more capital in the same investment. The Investment Manager may also determine that a portion of an investment opportunity available to a Client should be allocated to one or more other parties, including, without limitation, one or more co-investors. Proprietary Trading The Investment Manager, the General Partner or their affiliates may trade in the securities and derivatives markets for the accounts of their Clients and, in accordance with the Investment Manager’s policies and procedures, for their own accounts. Such trading may result in competition for investment opportunities or create other conflicts of interest on behalf of one or more such persons in respect of their obligations to a given Client. Records of this trading will not be available for inspection by Investors. The proprietary activities or portfolio strategies of the Investment Manager, the General Partner or their affiliates or the activities or strategies used for accounts managed by the Investment Manager, the General Partner or their affiliates for other customer accounts could conflict with the transactions and strategies employed by a Client and affect the prices and availability of the securities and instruments in which such Client invests. Co-Investments The General Partner may, in its sole and absolute discretion, offer co-investment opportunities to Limited Partners of the Partnerships. If the General Partner, in its sole and absolute discretion, chooses to offer co-investment opportunities to the Limited Partners, the General Partner or its affiliates may receive fees and/or allocations from such co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by a Partnership. Certain Side Pocket Investments The General Partner has the right to designate, subject to the investment management agreement of the applicable Fund(s), investments as Side Pocket Investments such as founder shares or other securities of SPACs. In particular, founder share investments (including warrants) are typically illiquid and their future value may remain uncertain until the SPAC completes a business combination or other transaction. While such securities may generate substantial value if the SPAC consummates a favorable transaction, they may also decline significantly in value or expire worthless if no such transaction occurs. The designation of Side Pocket Investments can give rise to inherent conflicts of interest. For example, Investors invested in a Fund at the time a founder share position is designated as a Side Pocket Investment will participate in the economics of that position, whereas Investors admitted at a later date will not. If such Fund subsequently participates in related financings for the same SPAC (such as through a convertible note, PIPE or other backstop arrangement), such financings may support or enhance the underlying business combination and, as a result, increase the potential value of the founder share investment. This may result in a potential misalignment between earlier Investors holding such founder share investments through their Side Pocket Investment exposure (who may realize gains from the low cost founder shares) and later Investors (whose capital may be used to fund subsequent investments that that indirectly benefit the earlier Investors but who do not share in the original Side Pocket Investment exposure). The General Partner will seek to manage conflicts in good faith and in a manner it believes to -27-

be fair and equitable and consistent with its fiduciary duties to the Funds. However, Investors should recognize that conflicts of this nature are inherent in the use of Side Pocket Investments and cannot be entirely eliminated. Side Pocket Investments in General Limited Partners will have differing exposures to Side Pocket Investments based on the timing of their subscriptions and their elections, and therefore may experience materially different performance results, fees, liquidity profiles and risk/return outcomes. Subject to the investment management agreement of the applicable Fund(s), the General Partner has broad discretion to designate, value and realize Side Pocket Investments, and its compensation and reported performance may be affected by these decisions. This creates conflicts of interest because the General Partner and the Investment Manager may benefit from designating investments as Side Pocket Investments, determining the timing of realizations, selecting valuation methodologies, administering the election process and restricting liquidity in ways that could increase fees, retain assets under management or improve reported performance, even if such decisions have differing effects on Limited Partners. Such matters will be determined by the General Partner in its discretion, subject to the investment management agreement of the applicable Fund(s), Offering Documents and applicable law. Material Non-Public Information From time to time, the General Partner or the Investment Manager may come into possession of material non-public information concerning specific companies. Under applicable securities laws, this may limit the General Partner’s or the Investment Manager’s flexibility to buy or sell portfolio securities issued by such companies. A Client’s investment flexibility may be constrained as a consequence of the General Partner’s or the Investment Manager’s inability to use such information for investment purposes. Alternatively, each of the General Partner and the Investment Manager and their affiliates may decline to receive material non-public information which it is entitled to receive on behalf of a Client in order to avoid trading restrictions for such Client as well as other accounts under its management, even though access to such information might have been advantageous to such Client and other market participants are in possession of such information.

manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the broker-dealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars The Firm does not use Soft Dollars. If in the future the Firm utilizes Soft Dollars, the Firm will follow the below policies. In such cases, Soft Dollar credits, generated by the Fund’s trading activities, would be used to purchase brokerage and research services or products that would otherwise have been Fund expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. To date, the firm has not utilized such arrangements. Neither Harraden Circle nor any related person receives client referrals from any brokerdealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker-dealers for the Funds. The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a client. Any research, services or property provided by a broker may benefit any client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property.

Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end. Harraden Circle does not maintain custody over the SMAs.

Generally, clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our proxy voting policies and our proxy voting record upon request.

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