Deep Track Capital, LP: investment adviser

(the “Offshore Feeder Fund”), Deep Track Special Opportunities Fund, LP (the “Onshore Special Opportunities Fund”), and Deep Track Special Opportunities Offshore Fund, LP (the “Offshore Special Opportunities Fund”). The Onshore Feeder Fund and the Offshore Feeder Fund, collectively (the “Feeder Funds”). The Master Fund and the Feeder Funds may be referred to herein as the “Flagship Fund” or the “Flagship Funds”. The Onshore Special Opportunities Fund and the Offshore Special Opportunities Fund may be referred to herein as the “Special Opportunities Fund”. The Master Fund, the Feeder Funds, and the Special Opportunities Fund may be referred to herein as the “Funds”. Deep Track Biotechnology Fund GP, LLC (the “Flagship Fund General Partner”), an affiliate of Deep Track, is the general partner of the Onshore Feeder Fund and the performance allocation shareholder within the Master Fund. Deep Track Special Opportunities Fund GP, LLC (the “Special Opportunities

Fund General Partner”), an affiliate of Deep Track, is the general partner of the Onshore Special Opportunities Fund and Offshore Special Opportunities Fund. Deep Track seeks to primarily utilize fundamentally driven due diligence strategies to capitalize on the dispersion in outcomes amongst biotechnology development companies by investing primarily in publicly traded, and, to a lesser extent, in privately held, biotechnology, specialty pharmaceuticals, medical device, diagnostics and life sciences tools and services companies. Deep Track may invest in equities, bonds, options, warrants, PIPEs, swaps, contingent value rights, royalties, currency forwards and other instruments. Deep Track expects to invest through open market transactions in equities on both the long and the short side while also participating in certain primary share offerings directly with companies. Investments (such as private companies, PIPEs or certain investments in public securities) that Deep Track determines either lack a readily assessable and/or observable fair value or should be held until the resolution of a special event or circumstance, will be made in, the Flagship Fund, through special investment accounts (“SIAs”) and will be allocated only to investors that have elected to receive such allocations, and in the Special Opportunities Fund. The terms upon which Deep Track serves as investment manager to the Funds, or any other client that may be established in the future, are established at the time each Fund or other client relationship is established and are generally set out in the governing documents entered into by the Funds and disclosed in the offering or disclosure documents for the relevant Fund or other clients. Deep Track does not participate as a manager in any wrap fee programs. As of December 31, 2025, Deep Track had approximately $8,373,382,671of regulatory assets under management, all of which is managed on a fully discretionary basis.

In the sole discretion of Deep Track, the Management Fee may be waived, reduced or calculated differently with respect to any underlying investor of the Funds, including, without limitation, any employee or personnel of Deep Track and their family members and estate planning vehicles. The Flagship Fund Management Fee will be prorated and payable as of a subscription date for any capital contribution by an underlying Feeder Fund investor that is effective as of a date other than as of the first day of a fiscal quarter. In the event of a withdrawal by an underlying Feeder Fund investor other than as of the last day of a fiscal quarter, Deep Track will refund an amount equal to

the pro rata portion of the Management Fee, based on the actual number of days remaining in such fiscal quarter. Incentive Allocation As set forth in Item 6 below, the Flagship Fund General Partner and the Special Opportunities Fund General Partner are eligible to receive performance-based allocations from the Funds. The Flagship Fund General Partner is eligible to receive up to 20% of profits from the Master Fund, generally subject to a “loss carry forward”. The Special Opportunities Fund General Partner is eligible to receive a carried interest of 20% from the Onshore Special Opportunities Fund, subject to a waterfall calculation. The Confidential Private Placement Memorandum (as supplemented from time to time) (collectively, the “Offering Documents”) of each Fund include further details on fees and compensation and related matters. Other Fees and Expenses Deep Track and its affiliates may be entitled to receive (i) cash and non-cash transaction, consulting, management, investment banking, monitoring, closing and other similar fees in connection with the purchase, monitoring or disposition of investments in the Funds’ portfolio companies, including warrants, options, derivatives and other rights in respect of securities owned by the Funds, (ii) topping, break-up and other similar fees payable in connection with unconsummated transactions by the Funds and (iii) cash and non-cash directors’ fees, including warrants, options, derivatives and other rights in respect of securities owned by the Funds, in each case, paid by a portfolio company of the Funds. A percentage of these fees (net of out-of-pocket expenses incurred by Deep Track or its affiliates), but excluding amounts received from co-investors and amounts received by Consultants, will be applied to reduce the Management Fee pursuant to the relevant investment management agreements between the Funds and Deep Track. As set forth in such agreements, such fees, to the extent such fees are attributable to investors in the Funds that are subject to Management Fees, are typically subject to a 100% offset against the Management Fee. Moreover, Deep Track and its personnel can be expected to receive certain intangible or other benefits or perquisites arising or resulting from their activities on behalf of the Funds that will not reduce any compensation received by Deep Track from the Funds or otherwise be shared with the Funds, their investors or the Funds’ portfolio companies. For example, airline travel or hotel stays incurred as expenses of the Funds typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits or amounts will, whether or not de minimis or difficult to value, inure exclusively to Deep Track or such personnel (and not the Funds, their investors or the portfolio companies) even though the cost of the underlying service is borne by the Funds or the portfolio companies. Deep Track may engage and retain, from time to time, operating executives, operating partners, executive advisors, senior advisors, special advisors, consultants and other similar professionals who may or may not be affiliates or former employees of Deep Track (collectively, the “Consultants”) and who are expected, from time to time, to receive payments from, or performancebased compensation with respect to, portfolio companies (as well as from Deep Track or the Funds). Such amounts will not reduce the Management Fee or the Incentive Allocation or Carried Interest. Any costs or expenses of or otherwise relating to Consultants that are not otherwise paid by the

portfolio companies will generally be treated as expenses of the Funds and therefore borne by the Funds. Expenses Each Fund will bear its own costs and expenses, including, without limitation, the Management Fee (as described above) and all cost and expenses related to its operation, including, but not limited to, all (i) expenses related to the research, due diligence, structuring, financing, refinancing, consummation, holding, monitoring, operation or disposition of actual and prospective investments (whether or not consummated), including, but not limited to, brokerage and prime brokerage fees, commissions and expenses, due diligence costs, fees and expenses related to obtaining research and market data (including, without limitation, any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data), investment banking fees, sourcing or finder’s fees (which may include a management fee component or a performance-based component), interest and fees on margin accounts, custodial fees, clearing and settlement charges, hedging costs, underwriting commissions, interest expenses and other investment-related expenses (including, but not limited to, meetings, food, travel and lodging expenses, which travel expenses, with respect to personnel of Deep Track, will be charged in accordance with Deep Track’s travel policy); (ii) breakup fees and broken deal expenses (including, if applicable, the portions applicable to the share of capital intended to be provided by a prospective co-investor) or any deposits, down payments, or fees and expenses that are forfeited in connection with, or amounts paid as a penalty for unconsummated transactions; (iii) expenses relating to reorganizations, restructurings and workouts; (iv) expenses and charges relating to short sales; clearing and settlement charges; depositary or custodial fees and expenses; (v) bank service fees; (vi) fees, costs and expenses incurred in connection with borrowing arrangements, credit facilities and any other indebtedness of any Fund and its subsidiaries or trading vehicles, including, without limitation, the costs of establishing the borrowing arrangements, interest expenses and other fees and expenses related to financings or refinancings; (vii) fees and expenses of proxy research and voting services; (viii) fees and expenses (including travel expenses) of third-party professionals, including, without limitation, consultants, appraisers, investment bankers, attorneys and accountants; (ix) expenses relating to the organization and conduct of meetings with investors (including travel, lodging and meal expenses), whether individually or as a group; (x) fees, costs and expenses of representatives of the applicable Fund in local jurisdictions necessary or advisable for regulatory, tax or other purposes; (xi) costs of organizing and maintaining any non-recourse financing alternative investment subsidiaries, financing subsidiaries and trading subsidiaries, intermediate vehicles or any other entity used to acquire, hold or dispose of any portfolio investment or otherwise facilitate the applicable Fund’s investment activities, including administrative, accounting and operating expenses (whether provided by a third-party or in-house), such as rent, allocable personnel costs and the costs, fees and expenses for developing, structuring, operating and winding up, of entities formed for investment-related purposes (including, without limitation, in non-U.S. jurisdictions), whether at cost or cost-plus rates; (xii) organizational and capital raising costs and expenses of the applicable Fund (including, without limitation, legal, accounting and filing costs and expenses, costs and expenses incurred in connection with the offering and sale of interests in such Fund (excluding placement agent fees) and any other organizational fees, costs and expenses related to the applicable Fund or its general partner entity) (subject to a cap on certain of such expenses described in the applicable Fund’s Offering Documents); (xiii) costs relating to swaps (and similar arrangements); (xiv) costs and expenses arising from any foreign exchange or other

currency transactions; (xv) fees and expenses relating to development, licensing, implementation, installation, servicing and maintenance of, and consulting with respect to, computer hardware, computer software, technology and information technology systems that serve Deep Track’s investment and accounting professionals in connection with the management of the applicable Fund’s investments, including, without limitation, costs and expenses relating to technology service providers and related hardware, software, subscription-based services or other technology used in connection with the applicable Fund’s investment and operational activities, including to (a) research investments, (b) evaluate and manage risk, (c) facilitate valuations, (d) facilitate accounting functions, (e) facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), (f) communications with investors (including, without limitation, technology licensing and maintenance of the website for the benefit of investors and any investor portal (including any database or other forum hosted on a website designated by Deep Track) or due diligence platform), including for meetings with Fund investors, whether individually or as a group, (g) facilitate and manage the order execution of securities or (h) otherwise manage the applicable Fund or any trading subsidiary, such as Bloomberg terminals, portfolio management and accounting systems, operation management systems, risk management systems, treasury management systems and order management systems and services related to any of the foregoing; (xvi) expenses related to the maintenance of the applicable Fund’s registered offices and corporate licensing; (xvii) reporting, printing, publishing and mailing costs; (xviii) fees and expenses incurred by the applicable Fund or any trading subsidiary in connection with the provision of any third-party services, including, without limitation, consultants, valuation service providers, administrators, attorneys and accountants, including, without limitation, out-of-pocket expenses; (xix) the costs of any litigation (whether actual, pending or threatened) or investigation involving activities of the applicable Fund or any trading subsidiary and any judgments, fines, remediations or settlements paid in connection therewith; (xx) fees, costs and expenses related to any governmental inquiry, investigation or proceeding involving or otherwise applicable to the applicable Fund, its general partner, Deep Track or any of their respective affiliates in connection with the activities of the applicable Fund or any portfolio investment; (xxi) auditing and tax compliance expenses; (xxii) accounting, audit and tax advice and preparation expenses (including, without limitation, preparation costs of financial statements, tax returns and reports to Fund investors); (xxiii) expenses, fees, and other amounts charged or specifically attributed or allocated by Deep Track or its affiliates to provide transaction-related tax and legal services to the applicable Fund, and expenses, charges or related costs incurred by the applicable Fund, Deep Track or its affiliates in connection with such services to the applicable Fund, provided, that any such expenses, charges or related costs will be based on terms that Deep Track determines to be within customary market norms for third parties providing substantially similar services; (xxiv) subject to limitations described in the applicable Fund’s governing documents, all entity-level taxes and governmental fees or other charges payable by or with respect to or levied against such Fund, its investments or to U.S. federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes and expenses related to complying with the Foreign Account Tax Compliance Act, windup and liquidation expenses; (xxv) costs and expenses related to the preparation of Schedules K-1; (xxvi) insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance covering Deep Track, the applicable Fund’s general partner and the members, partners, officers, employees and agents of any of them and including a portion of the premiums for liability and other forms of insurance covering the applicable Fund’s general partner, Deep Track and its members, partners, directors, officers,

affiliates, stockholders, employees and agents and the representatives of any of them; (xxvii) fees, costs and expenses relating to any trading subsidiary’s directors and officers, including, without limitation, expenses related to the organization and conduct of directors’ and shareholders’ meetings (including, without limitation, travel expenses which, with respect to personnel of Deep Track, will be charged in accordance with Deep Track’s travel policy), lodging and meal expenses), director registration fees and service or similar fees of any trading subsidiary’s directors and officers (other than Deep Track personnel); (xxviii) costs of preparing and distributing disclosures, reports and notices; (xxix) expenses and fees incurred in connection with legal and regulatory compliance relating to the applicable Fund’s or any trading subsidiary’s activities (including, without limitation, regulatory filings of the applicable Fund’s general partner, Deep Track and their affiliates relating to the applicable Fund, any trading subsidiary and their activities, but excluding, for the avoidance of doubt, expenses incurred in connection with registering the Deep Track or a Fund’s general partner with the SEC as a registered investment adviser); (xxx) costs and expenses incurred in connection with negotiating, monitoring, complying with and performing any provisions in any agreement, arrangement or side letter with any Fund investor and other similar expenses related to the applicable Fund, including, without limitation, any most favored nation provisions; (xxxi) expenses incurred in connection with any withholding or transfer of interests in any Fund (but only to the extent not paid or otherwise borne by the relevant transferring Fund investor or the assignee, as applicable); (xxxii) legal fees and expenses (including expenses associated with the preparation of amendments to the governing documents of any Fund and the solicitation of consent to such amendments) and other professional fees (including, without limitation, expenses of consultants (including, but not limited to, consulting fees for, and other amounts payable to, senior or special advisors, certain other advisors, operating partners and other similar professionals incurred by the applicable Fund for the benefit of the Fund or portfolio companies), valuation firms and other experts); (xxxiii) the applicable Fund’s information, communication and reporting (including the use of client relationship management systems); (xxxiv) fees, costs and expenses relating to any reports, disclosures, licenses, filings, registrations or notifications prepared with respect to any regulatory (or self-regulatory) requirement relating to, or in connection with, the applicable Fund’s (or any trading vehicles’ or subsidiaries’) activities or operations, including, without limitation, any reports to be filed with the SEC, the Internal Revenue Service, the U.S. Commodity Futures Trading Commission and any other U.S. federal, state, local, non-U.S. or other law, regulatory or selfregulatory authorities or agencies pertaining to the applicable Fund’s or any trading vehicle’s or subsidiary’s activities or operation (but excluding the preparation of Form ADV); (xxxv) costs associated with outsourcing the completion of any such reports, disclosures, licenses, filings, registrations and notifications s (including, without limitation, related out-of-pocket or other expenses of the applicable Fund, any trading subsidiary, the applicable Fund’s general partner or Deep Track); (xxxvi) anti-money laundering and sanctions monitoring expenses; (xxxvii) costs incurred in connection with trademarks or other intellectual property; (xxxviii) other expenses related to the purchase, monitoring, syndication of co-investments, sale, settlement, custody or transmittal of the applicable Fund’s assets (directly or through financing alternative investment subsidiaries or trading vehicles or subsidiaries); and (xxxix) extraordinary expenses, including, without limitation, (a) indemnification expenses; (b) fees and expenses incurred in connection with any tax audit by any U.S. federal, state or local authority, including, without limitation, any related administrative settlement and judicial review; and (c) fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the applicable Fund, or any trading vehicle or subsidiary.(Each Feeder Fund will bear its pro rata share of the costs and expenses of the

Master Fund, and the Offshore Special Opportunities Fund will bear its pro rata share of the costs and expenses of the Onshore Special Opportunities Fund.) In respect of Deep Track personnel, subject to Deep Track’s travel expense policy, travel, entertainment and related expenses born by the Funds include, without limitation, coach or (subject to such travel expense policy) business class airfare, lodging, ground transportation, travel and meals. Travel expenses also include third party charges for work-related activity, such as photocopying or other similar expenses that, if incurred while not traveling, would otherwise constitute overhead to be borne by Deep Track and its affiliates. Expense Allocation Generally, all expenses borne by a Fund, other than the Management Fee and any expenses that Deep Track determines should be allocated to a particular investor, Deep Track or another Fund, will be deducted on a pro rata basis in accordance with the investors’ percentage interests in such Fund. Investment expenses relating specifically to a special investment account will generally be charged only against the investors participating in such special investment account pro rata in accordance with their interests therein. From time to time, Deep Track will be required to decide whether certain fees, costs and expenses should be borne by a portfolio company of the Funds or the Funds, on the one hand, or Deep Track, other clients or other parties, on the other hand. Deep Track will seek to make such determination in a fair and equitable manner as determined by Deep Track in its discretion. The Flagship Fund’s organizational expenses and initial offering expenses may, for accounting purposes, be amortized by such Fund for up to a 60-month period. If the Funds and another Deep Track client evaluate a potential investment that is not consummated, Deep Track generally will allocate the broken deal expenses among such clients based on the anticipated investment of each client. Where a co-investment vehicle is created, and would generally not have been established were an investment not consummated, such fees and expenses would not generally be allocated to such a co-investment vehicle. However, if the potential investment is not consummated and co-investors have entered into binding commitments to invest in the potential transaction (either directly or indirectly through a co-investment vehicle), broken deal expenses may, subject to negotiation with co-investors, be borne solely by the clients (including the Funds) anticipated to participate in such investment as well as such co-investors based on their anticipated investment in the potential transaction. Generally, certain fees and expenses that are not specifically related to a co-investment vehicle or to an investment made by a co-investment vehicle are payable by the applicable client, including the Funds, and not the co-investment vehicles themselves. In the event topping or break-up fees are paid to Deep Track and its affiliates in connection with a transaction that is not ultimately consummated, co-investment vehicles that invest alongside the Funds will generally not be allocated any share of such topping or break-up fees (except to the extent such co-investment vehicles are obligated to share in broken deal expenses). Further information regarding the expenses charged to the Funds is provided within the Funds’ Offering Documents.

The Incentive Allocation and Carried Interest create greater incentives for Deep Track to make more speculative investments on behalf of a Fund or time the purchase or sale of investments in a manner motivated by the personal interest than if such performance-based compensation did not exist. The Incentive Allocation and Carried Interest may be waived, reduced or calculated differently with respect to any underlying Fund investor, including, without limitation, any employee or personnel of Deep Track and their family members and estate planning vehicles.

Deep Track will invest principally in publicly traded, and, to a lesser extent, in privately held, biotechnology, specialty pharmaceuticals, medical device, diagnostics and life sciences tools and services companies. Deep Track will deploy capital it invests primarily through open market transactions in equities on both the long and the short side while also participating in certain primary share offerings directly with companies, and may utilize leverage and make non-equity investments. Deep Track will employ fundamentally driven due diligence strategies to seek to identify investments in the life sciences industry that the Firm views as having significant alpha generating

potential. The focus of the process is to seek to identify investments with asymmetric risk/reward in which fundamental due diligence may allow for high conviction in the outcome. Material Risks An investment in the Funds involves a high degree of risk and potential conflicts of interest. Such investment is suitable only for those investors who have the financial sophistication and expertise to evaluate the merits and risks of an investment in the Funds and for which the Funds do not represent a complete investment program. There can also be no assurance that any Fund will achieve its investment objective or avoid substantial losses or that the returns will be commensurate with the risks of investing in the type of companies and transactions in which the Funds invest. Please see below for some of the risks associated with the investment strategy that the Firm employs. This summary does not describe all of the risks associated with our strategy and although no summary can fully describe these risks, the Offering Documents do contain a more complete description of such risks. Overall Investment Risk. All securities investments involve a risk of loss of capital. The nature of the securities to be purchased and traded and the strategies to be employed in an effort to increase profits may increase this risk. Business and Financial Risks. The Funds’ investment portfolio may include securities within the portfolio companies’ entire capital structure issued by publicly and privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Investment in Junior Securities. The securities in which the Funds will invest may be among the most junior in a company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect the Funds’ investments once made. Uncertainty of Projected Returns. The Funds may make investments based on Deep Track’s estimates or projections of internal rates of return and current returns, which in turn are based on assumptions that are subject to significant uncertainty. In addition, events or conditions that have not been anticipated may occur and may have a significant effect on the actual rate of return received upon the Funds’ investments. The Funds may make investments that may have different degrees of associated risk and the actual realized returns on these investments may differ materially from the estimates or projections utilized by Deep Track in making investment decisions on behalf of the Funds. Risk of Investment Concentration. The Funds may participate in a limited number of investments and, as a consequence, the aggregate return of the Funds may be substantially adversely affected by the unfavorable performance of any single investment. The Funds’ investments may not be diversified by geographic region or asset type. Concentration of Investments in Health Care, Life Sciences and Related Industries. The Funds’ capital will be invested in companies in the health care, life sciences, including biotechnology, and related industries, which are subject to greater amounts of regulations than other industries generally. Concentration in a single industry or sector may involve risks greater than those generally associated with diversified acquisition funds, including significant fluctuations in returns. Instability, fluctuation, legislative or regulatory changes or developments or an overall decline within the health care and life sciences industries will likely not be balanced by investments in other

industries not so affected. In the event that the health care or life sciences industries or biotechnology sector as a whole declines or becomes subject to any significant changes, including any legislative or regulatory changes or developments, returns to investors may decrease. Investment in the Health Care and Life Sciences Industries. Competitive pressures within the health care and life sciences industries are intense and the securities of health care and life sciences companies may be subject to significant price volatility. Health care markets are challenged by rapid development of technologies, particularly in sectors relating to biotechnology and life sciences, new competing products and services and improvements in existing products and services. Because certain sectors of the health care and life sciences industries are subject to rapid and significant changes in technology, the investments that the Funds will invest in will face competition from technologies being developed or to be developed in the future by other entities, which may make such companies’ products and services obsolete. In addition, health care and life sciences companies in the United States, Europe and other developed and emerging countries are and may become subject to governmental regulation. Health care and life sciences companies are often characterized by limited product breadth, and obtaining governmental approval for new products from governmental agencies can be lengthy, expensive and uncertain as to outcome. For example, for a biotechnology company, there can be no guarantee that a particular product candidate will obtain regulatory approval or even progress to the next stage of clinical trials, due to potential or actual disappointing results from preclinical testing, safety concerns, or insufficient clinical trial data to support the safety or efficacy of the product candidate. In addition, there are risks associated with interim data, including the risk that final results of studies for which interim data have been provided or from additional clinical trials may be different from (including less favorable than) the interim data results and may not support further clinical development of the applicable product candidate or indication. There can be no assurance that such a company will meet anticipated clinical trial commencement and completion dates, regulatory submission and approval dates, or as to whether or when regulatory approval would be received, which will depend on the assessment by regulatory authorities of the benefitrisk profile suggested by the totality of the efficacy and safety information submitted. Decisions by regulatory authorities regarding labeling, patient populations, black box warnings, and other matters could adversely affect the availability or commercial potential of products. There is no assurance that such a company will be able to address the comments in complete response letters received with respect to certain drug applications to the satisfaction of the applicable regulatory agencies. . In addition, the current regulatory framework for approval may change or additional regulations may arise at any stage during the product development phase of an investment, which may delay or prevent regulatory approval or impact applicable exclusivity periods. If a company is unable to obtain regulatory approval for a product candidate, or a product candidate does not obtain regulatory approval, in a timely fashion or at all, the value of its investment would be adversely impacted. Moreover, a clinical trial (including enrollment therein) or regulatory approval process for pharmaceuticals has and may in the future be delayed, otherwise hindered, or abandoned as a result of epidemics, which could have a negative impact on the ability of the investment to engage in trials or receive approvals, and thereby could adversely affect the performance of such investment. In the event such clinical trials do not comply with the complicated regulatory requirements applicable thereto, such companies may be subject to regulatory actions. In some cases, products of health care and life sciences companies or the customers or counterparties of such companies, are approved by regulatory authorities on a conditional basis with

full approval conditioned upon fulfilling certain requirements of regulators. Regulatory authorities are placing greater focus on monitoring products originally approved on a conditional basis and on whether the sponsors of such products have met the conditions of the conditional approval. If a portfolio company or one of its significant customers or counterparties is unable to fulfill the conditions of its products’ conditional approval, it may not receive full approval for these products and may be required to change the products’ labeled indications or withdraw the products from the market, which could have an adverse effect on the value of an Investment. In some cases, new regulations can substantially change the marketing conditions for certain health care products, such as pharmaceuticals. Accordingly, investments made in reliance on an existing market structure could prove to be not cost effective or worthless, and existing market positions could be endangered. Portfolio companies may require substantial development efforts and may encounter unforeseen technological, policy, regulatory or scientific problems, which may force abandonment or substantial change in the development of a specific product or process, or technological change or product developments by others, any of which may have a material adverse effect on the portfolio company. There is also the risk that a portfolio company may be unable to manufacture sufficient quantities of the product candidate for development or commercialization in a timely or costeffective manner (and meeting appropriate quality standards). These factors may result in abrupt advances and declines in the valuation of particular companies, including portfolio companies, and, in some cases, may have a broad effect on the valuations of companies in particular sectors of the health care industry. There is no assurance that products or services sold by the Funds’ portfolio companies will not be rendered obsolete or adversely affected by competing products and services or that the portfolio companies will not be adversely affected by other challenges. Further, the value of a Fund’s investments may be susceptible to factors affecting the health care industry and to greater risk and market fluctuation than an investment in an investment fund that invests in a broader range of securities, including, in addition to factors set forth above, the possibility of lawsuits related to patents and intellectual property and rapidly changing investor sentiments and preferences with regard to health care industry investments (which are generally perceived as risky). Regulatory Constraints in the Health Care Industry. The health care industry is and may become subject to regulatory controls by international, national and, in some instances, local governmental authorities. The nature and scope of health care regulation generally are subject to political forces and market considerations, the effects of which cannot always be predicted. Health care regulations, such as the Patient Protection and Affordable Care Act of 2010 or the Healthcare and Education Reconciliation Act of 2010, often are aimed at advancing a variety of social policies, such as the general protection of consumers and the provision of universal access to products and services, may engender significant changes in the health care industry, often address a complexity of technical issues, and the impact on the Funds or their investments of health care regulations or guidelines may be hard to predict. Recent and future changes in leadership at the U.S. Department of Health and Human Services, U.S. Food and Drug Administration, the European Medicines Agency or other regulatory agencies with control over the authorization of new medicines (whether in specific countries or in regional or worldwide markets) could cause unexpected delays in approval processes

for the Funds’ portfolio companies, in addition to those described above, and have an adverse impact on the Funds. There can be no assurance whether the leaders of governing bodies or judicial decisions will have an unfavorable impact on the policies, laws, regulations, governmental funding, and other regulatory schemes under which the health care industry currently operates, or whether the views of such leaders will negatively impact public perception of products approved by such governmental bodies. Litigation Risks in the Health Care and Life Sciences Industries. Companies in the health care and life sciences industries are often subject to significant risks related to litigation and liability for damages in connection with their operations. Such litigation and liability may arise, for example, over the design, manufacturing, management and offering, distribution, licensing and sale of products and services; the denial of health care benefits; medical malpractice actions; allegations of anti-competitive and unfair business activities; provider disputes over compensation and termination of provider contracts; disputes over co-payment calculations; claims related to the failure to disclose certain business practices; and claims relating to customer audits and contract performance. The litigation and liability environment in the health care industry is constantly evolving, and new court decisions and executive, legislative and regulatory activity may increase exposure for any of these types of claims. While companies typically have insurance coverage for some of these potential liabilities, other potential liabilities may not be covered by insurance, insurers may dispute coverage or the amount of insurance may not be enough to cover the damages awarded. In addition, certain types of damages, such as punitive damages, may not be covered by insurance, and insurance coverage for all or certain forms of liability may become unavailable or prohibitively expensive in the future. Investments in Smaller or Less Established Companies; Risk of Fraud in a Portfolio Company. The Funds may invest a portion of their assets in the securities of smaller or less established companies. Investments in such smaller or less established companies may involve greater risks than generally are associated with investments in larger or more established companies. Less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. In addition, less mature companies could be more susceptible to irregular accounting or other fraudulent practices. Risks in Effecting Operating Improvements. In some cases, the success of the Funds’ investment strategy may depend, in part, on the ability of the portfolio company management to effect improvements in the operations of a portfolio company. The activity of identifying and implementing operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that portfolio company management will be able to successfully identify and implement such improvements. General Private Equity Risks. The Funds will invest in private equity investments, including those that relate to companies undergoing debt restructurings and recapitalized companies, which involves a high degree of business and financial risk. Such companies may require substantial additional capital to support expansion or to achieve or maintain a competitive position, may produce substantial variations in operating results from period to period or operate at a loss. Such companies also may face intense competition, including competition from companies with greater financial resources, more extensive development, better marketing and service capabilities and a

larger number of qualified management and technical personnel. Such risks may affect the performance of such investments adversely and result in substantial losses to a Fund. Non-Control Investments. The Funds will generally hold a non-controlling interest in their portfolio companies and, therefore, may have a limited ability to protect their positions in such companies. In these cases, the Funds will be significantly reliant on the existing management or board of directors of such companies, which may include representatives of other financial investors with whom the Funds are not affiliated and whose interests may conflict with the interests of the Funds. Active Investment Strategies. The Funds, in certain circumstances, may invest in portfolio companies where value can be created through an activist approach. The applicable activist approach will depend on the circumstances and can take a variety of forms. The activist approach will generally involve seeking to influence the management of a target company with respect to a change in strategy, a restructuring, a sale of the company or unit, a recapitalization or other types of significant business decisions. Although the goal in such circumstances will be to work cooperatively with management there may be instances where management of the company opposes the Funds influence. In certain instances, this may involve seeking board of directors representation or nominating potential candidates and may lead to proxy contests. There can be no assurance that such activist campaign would be successful and may subject the Firm or the Funds to reputational risk. There may be times where an activist approach could result in litigation. Such an approach may also lead to additional regulatory burdens for the Funds. Investments in Public Companies. The Funds will invest a portion of their assets in publicly traded securities. The Funds’ investments in securities of publicly traded companies may be sensitive to general fluctuations in the market prices of securities and trends in the overall economy, including changes in interest rates, and such fluctuations and trends may affect the value and liquidity profile of the investments held by the Funds. Instability in the securities markets may also increase the risks inherent in the Funds’ investments. The Funds may make investments in the securities of companies that have recently gone public and in the securities of other publicly traded companies that may be thinly traded, relatively illiquid or may cease to be publicly traded after the Funds invest. In addition, the Funds’ sales of thinly traded securities could depress the market value of such securities. These circumstances or events could reduce the Funds’ returns. Illiquid and Long-Term Investments, Investments Longer than Term. Due to the illiquid nature of many of the positions which a Fund is expected to acquire, as well as the uncertainties of any reorganization or active management process or litigation related to investments made by such Fund, Deep Track is unable to predict with confidence what the exit strategy will ultimately be for any given portfolio company of the Fund, or that one will definitely be available. Although such investments occasionally generate some current income, private investment transaction structures typically will not provide for liquidity of a Fund’s investment prior to the exit. A Fund may invest in investments which may not be advantageously disposed of prior to the date that the Fund will be dissolved, either by expiration of the Fund’s term or otherwise. Although Deep Track expects that investments will either be disposed of prior to dissolution or be suitable for inkind distribution at dissolution, it may be necessary or advisable for the applicable Fund to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution.

In-Kind Distributions. At Deep Track’s sole discretion, there may be in-kind distributions by the Funds of securities of instruments, which may be illiquid. There can be no assurance that investors will be able to dispose of such securities of instruments or that the fair value of such securities of instruments determined by the applicable Fund for purposes of the determination of distributions and the calculation of Carried Interest ultimately will be realized. In-kind distributions may comprise, among other things, participation interests or other derivatives referring to certain assets of the Funds, interests in subsidiaries of the Funds holding securities also being held or that were held by the Funds, or participation interests or other derivatives referring to such subsidiaries. In addition, if a Fund receives distributions in kind from any portfolio investment, it may incur additional costs and risks in connection with the disposition of such assets. Additionally, Deep Track may (but not any unaffiliated investors) receive an in-kind distribution, and in such circumstances the investors may not, among other things, be able to benefit from the subsequent appreciation of such property. Risks Relating to Due Diligence of and Conduct at Portfolio Companies. Before making investments, Deep Track will typically conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment and third parties may be involved in the due diligence process to varying degrees. Such due diligence investigation may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity and Deep Track may not be able to detect or prevent irregular accounting, misrepresented pre-trial or clinical data, employee misconduct or other fraudulent practices during the due diligence phase or during their efforts to monitor the investment on an ongoing basis. Highly Competitive Market for Investment Opportunities. Aside from certain investments already made or contemplated to be made by the Funds in the near future, Deep Track generally has not identified investments to be made by the Funds. The activity of identifying, completing and realizing on attractive investments that fall within the Funds’ objectives is highly competitive and involves a high degree of uncertainty and will be subject to market conditions. Deep Track expects to encounter competition from other entities that have similar investment objectives as the Funds. To the extent that the Funds encounter competition for investments, returns may decrease. Adequacy of Reserves. A Fund may establish holdbacks or reserves, including for estimated accrued expenses, Management Fees, pending or anticipated liabilities, investments, claims and contingencies relating to a Fund. Estimating the appropriate amount of such reserves is difficult and inadequate or excessive reserves could impair the investment returns to investors. If a Fund’s reserves are inadequate and the general partner of such Fund or Deep Track is unable to draw down capital commitments or borrowings pursuant to the Fund governing documents, the Fund may be unable to take advantage of attractive investment opportunities or protect its existing investments. Further the allocation of investment opportunities among Funds may depend, in part, on their respective reserves at the time of allocating the opportunity, possibly resulting in different investment allocations if any such reserves are inadequate or excessive. Limited Information. In general, the Funds’ public investments will be made based on information available to the public at large. The Funds will not have additional access to the records, facilities and personnel of such public investments. The limited information available to investors in public investments may negatively affect the Funds’ certainty of achieving a particular outcome in connection with their investments.

Reliance on Deep Track. Decisions with respect to the management of the Funds’ portfolio will be made by Deep Track, which will have the exclusive responsibility for the Funds’ investment activities and other than as expressly set forth in the governing documents of a Fund, investors will not be able to make investment or other decisions in the management of the Funds or have the opportunity to evaluate the relevant economic, financial and other information that will be utilized by Deep Track in its selection of investments, nor to receive the detailed financial information issued by portfolio companies that is available to Deep Track. Material, Non-Public Information. By reason of the Funds’ investment in a portfolio company or otherwise (such as serving as a director of a company), Deep Track may acquire confidential or material non-public information or otherwise be restricted from initiating transactions in certain securities. The Funds will not be able to act upon any such information and thus may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Role of Investment Professionals. The success of the Funds will depend in part upon the skill and expertise of Deep Track’s investment professionals. Should one or more of these individuals become incapacitated or in some other way cease to participate in the Funds, their performance could be adversely affected. Errors or misconduct of any Deep Track investment professional or other employee could have a material adverse effect on the Funds. Dependence on Service Providers. The Funds are also dependent upon their counterparties and the businesses that are not controlled by Deep Track that provide services to the Funds, such as the administrator of the Funds, and prime brokers, custodians and auditors of the Funds. Errors or misconduct of counterparties and service providers could have a material adverse effect on the Funds. Short Selling. The Fund will include short positions. Short selling involves selling securities which are not owned by the short seller and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the client of buying those securities to cover the short position. There can be no assurance that Deep Track will be able to maintain the ability to borrow securities sold short. In such cases, clients may be forced to repurchase securities in the open market to return to the lender. There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. 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 operational risk. The regulatory and tax environment for derivative instruments in which the Funds may participate is evolving, and changes in the regulation or taxation of such securities and instruments may have a material adverse effect on the Funds. Investments in PIPEs. The Funds may be involved in PIPEs or private financing of public companies. PIPEs present certain risks in addition to the risks that would otherwise be associated with an investment in the underlying public entity, including (i) limited liquidity due to legal or contractual restrictions on resales of PIPEs; (ii) lack of a public market for PIPEs; (iii) dependence

on an exit strategy, such as an initial public offering or sale of a business, the successful completion of which cannot be assured, to fully realize the anticipated value of the investment; and (iv) dependence on managerial assistance provided by other investors and the willingness of other investors or third parties to provide additional financial support to the underlying public entity. PIPE transactions may involve the sale of equity-like securities of an already public company. In a PIPE transaction, the Funds may bear the price risk from the time of pricing until the time of closing. In addition, the Funds may have to commit to purchase a specified number of shares at a fixed price, with the closing conditioned upon, among other things, the SEC’s preparedness to declare effective a resale registration statement covering the resale, from time to time, of the shares sold in the private financing. In addition, since the Funds may take large ownership positions as part of PIPE transactions, even after the securities are saleable, it may take a significant period of time for them to be sold or distributed in an orderly manner during which time profit could have otherwise been realized or loss avoided and, in some cases, the Funds may be prohibited by securities laws or by contract from selling such public company securities for a period of time. Special Investments. From time to time, the Flagship Fund may acquire assets or securities that Deep Track determines either lack a readily assessable fair value or should be held until the resolution of a special event or circumstance, in which case Deep Track may determine to hold such asset in special investment accounts on the books and records of the Flagship Funds. Investors in the Flagship Funds will retain their interest in any special investment account until the realization or deemed realization of the investment relating to such account, notwithstanding that investors may have otherwise withdrawn their investment in the Flagship Funds. Lack of Liquidity, In-Kind Distributions. Interests in the Fund have not been registered under the securities laws of any jurisdiction and therefore cannot be resold unless they are subsequently registered under applicable securities laws, or unless an exemption from registration is available. Interests in the Funds are also subject to substantial restriction on transferability under the governing documents of the Funds and investors that wish to withdraw or redeem their investments will be subject to significant restrictions under the governing documents and under certain circumstances a withdrawing or redeeming investor may receive securities in lieu of, or in combination with, cash. There will be no public market for interests in the Funds and none is expected to develop. Purchase of New Issues. The Fund governing documents allow for the purchase of securities in a public distribution without causing any underlying fund investor who would or might be deemed to come within the Financial Industry Regulatory Authority, Inc. (“FINRA”) prohibition relating to new issues to violate the FINRA Conduct Rules. Specifically, if an underlying fund investor is prohibited from participating in new issues or other restricted investments, under the Fund governing documents, Deep Track is permitted to exclude such underlying fund investor from participating in such restricted investments. Deep Track will have the discretion to determine who is not eligible, pursuant to FINRA’s rules, to participate in new issues. Use of Leverage. The use of leverage increases the risk of loss and increases costs. Deep Track may use leverage in its investment program. To the extent that Deep Track purchases securities with borrowed funds, net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. The interest costs associated with such borrowing will reduce profits. If the interest expense on borrowings were to exceed the return on the investments made with borrowed funds, the use of leverage would result in a lower rate of return than if leverage was not used.

Event-Driven Strategies; Binary Risks. The success of the Funds’ event-driven investment strategy depends upon Deep Track’s ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. The nature of medical technology development in general necessitates a series of major catalysts or binary events as experiments are generally conducted over long periods of time but concluded and reported in a moment in time. The failure or delay of such events to occur may have a significant adverse impact on such companies and the Funds’ investment therein. Long/Short Strategies. The success of the Funds’ long/short investment strategy depends upon Deep Track’s ability to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Funds’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the Funds’ positions were to fail to converge toward, or were to diverge further from values expected by Deep Track, the Funds may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Funds to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with Deep Track’s long/short strategies may become outdated and inaccurate as market conditions change. Hedging Policies/Risks. The Funds may employ hedging techniques. While hedging transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while the Funds may benefit from the use of these hedging mechanisms, unanticipated changes in securities’ prices, or currency exchange rates may result in a poorer overall performance for the Funds than if they had not entered into such hedging transactions. Currency Exchange Exposure. The Funds may invest in securities denominated in currencies other than the U.S. Dollar. The Funds, however, value their securities in U.S. Dollars. The investments that are denominated in a currency other than U.S. dollars will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Funds may or may not seek to hedge their non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that securities suitable for hedging currency or market shifts will be available at the time when the Funds wish to use them, or that hedging techniques employed by the Funds will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Funds’ positions denominated in currencies other than the U.S. Dollar will fluctuate with U.S. Dollar exchange rates. Non-U.S. Securities. The Funds expect to invest a portion of their assets outside of the U.S. In addition, the Funds may invest in companies that are organized, headquartered or principally operated in the United States that have material subsidiaries or operations in, material sales to, or other material exposure to foreign countries. Investments in securities of non-U.S. issuers pose a range of potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to

accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers. Transaction costs of investing in non-U.S. securities markets are generally higher than in the U.S. There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the United States. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. Deep Track might have greater difficulty taking appropriate legal action in non-U.S. courts. NonU.S. markets also have different clearance and settlement procedures which in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect performance. Non-U.S. Exchanges and Markets. Deep Track may engage in trading on non-U.S. exchanges and markets. Trading on such exchanges and markets may involve certain risks not applicable to trading on U.S. exchanges and is frequently less regulated. For example, certain of those exchanges may not provide the same assurances of the integrity (financial and otherwise) of the marketplace and its participants, as do U.S. exchanges. There also may be less regulatory oversight and supervision by the exchanges themselves over transactions and participants in such transactions on those exchanges. Some non-U.S. exchanges, in contrast to U.S. exchanges, are “principals’ markets” in which performance is the responsibility only of the individual member with whom the trader has dealt and is not the responsibility of an exchange or clearing association. Furthermore, trading on certain non-U.S. exchanges may be conducted in such a manner that all participants are not afforded an equal opportunity to execute certain trades and may also be subject to a variety of political influences and the possibility of direct government intervention. Investment in non-U.S. markets would also be subject to the risk of fluctuations in the exchange rate between the local currency and the dollar and to the possibility of exchange controls. Foreign brokerage commissions and other fees are also generally higher than in the United States. OFAC, FCPA and Similar Considerations. Economic and trade sanction laws in the United States and other jurisdictions, such as those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, may prohibit the Funds or Deep Track from transacting within certain countries or with certain individuals and companies and may restrict the Funds’ investment activities. In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities, and of corruption. Anti-corruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations to which Deep Track or the Funds may be subject or with which they intend to comply may make it difficult in certain circumstances for the Funds to act successfully on investment opportunities and for investments to obtain or retain business. General Economic and Market Conditions. The private funds industry generally and the success of the Funds’ investment activities will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls and national and international political and socioeconomic circumstances. There can be no assurance that the market will, in the future, remain as liquid as it is at present, and it may experience periods of volatility in the future, including as a result of rising inflationary pressures. Securities of issuers in the health care sector are often volatile. The Funds may be adversely affected to the extent that they seek to dispose of any of their investments into an illiquid or volatile market, and the Funds may find themselves unable to dispose of an investment at a price that Deep Track believes reflects the investment’s fair value. A sustained downturn in the U.S. or global economy (or any particular segment thereof) could adversely affect the Funds’ profitability, impede the ability of the Funds’ portfolio companies to perform under or

refinance their existing obligations, and impair the Funds’ ability to effectively exit their investment on favorable terms. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain investments, which losses will likely be exacerbated or accelerated by the presence of leverage in a portfolio company’s capital structure. Banking Sector. Bank closures in the United States have caused uncertainty for financial services companies and fear of instability in the global financial system generally. In addition, certain financial institutions – in particular smaller and/or regional banks – may experience volatile stock prices and significant losses in their equity value, and there is concern that depositors at these institutions may withdraw significant sums from their accounts at these institutions. Notwithstanding intervention by U.S. governmental agencies to protect the uninsured depositors of banks there is no guarantee that the uninsured depositors of a financial institution that closes (which depositors could include a Fund and/or its portfolio companies) will be made whole or, even if made whole, that such deposits will become available for withdrawal in short order. As a consequence, for example, a Fund and/or its portfolio companies may be delayed or prevented from accessing money, making any required payments under their own debt or other contractual obligations or pursuing key strategic initiatives, and limited partners may be impacted in their ability to receive distributions. In addition, in the event that a financial institution that provides credit facilities and/or other financing to a Fund or its portfolio companies closes or experiences distress, there can be no assurance that such bank will honor its obligations or that the Fund or such portfolio company will be able to secure replacement financing or capabilities at all or on similar terms. Uncertainty caused by bank failures – and general concern regarding the financial health and outlook for other financial institutions – could have an overall negative effect on banking systems and financial markets generally. Such issues in the banking sector may also have other implications for broader economic and monetary policy, including interest rate policy. For the foregoing reasons, there can be no assurances that conditions in the banking sector and in global financial markets will not adversely affect the Funds, their portfolio companies or their respective financial performance. Execution of Orders. The Funds’ investment strategies and trading strategies depend on their ability to establish and maintain an overall market position in a combination of financial instruments selected by Deep Track. The Funds’ trading orders may not be executed in a timely and efficient manner due to various circumstances, including, without limitation, trading volume surges or systems failures attributable to the Funds, Deep Track or the Funds’ counterparties, brokers, dealers, agents or other service providers. In such event, the Funds might only be able to acquire or dispose of some, but not all, of the components of such position, or if the overall position were to need adjustment, the Funds might not be able to make such adjustment. As a result, the Funds would not be able to achieve the market position selected by Deep Track, which may result in a loss. Financial Market Fluctuations. General fluctuations in the market prices of securities, interest rates and rising inflationary pressures may affect the value of the investments held by the Funds. Volatility and instability in the securities markets or in interest rates may also increase the risks inherent in the Funds’ investments and may reduce the availability of attractive investment opportunities for the Funds. The ability of companies or businesses in which the Funds may invest to refinance debt securities may depend on their ability to sell new securities or loans in the high yield debt or bank financing markets, which historically have been cyclical with regard to the availability of financing. Moreover, to the extent that marketplace events such as the deterioration of the global credit markets in the aftermath of the global financial crisis of 2007-2008 were to

occur in the future, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of the Funds to sell or liquidate investments at favorable times or for favorable prices and may negatively impact potential buyers of the Funds’ investments. The Funds invest in privately held equities of companies preparing for initial public offerings expected to occur within six to eighteen months. A downturn in the performance of the public equity markets may limit the ability of the Funds to exit investments through initial public offerings, subsequent follow-on offerings or block trades and may have an adverse effect on the performance of such investments and the Funds. Financial Services Industry Regulatory Factors. The Funds’ ability to achieve their investment objectives, as well as the ability of the Funds to conduct their operations, is based on laws and regulations which are subject to change through legislative, judicial or administrative action. Future legislative, judicial or administrative action could adversely affect the Funds’ ability to achieve their investment objectives, as well as the ability of the Funds to conduct their operations. The alternative asset management and financial services industries are subject to enhanced governmental scrutiny or increased regulation, including provisions under the Dodd‐Frank Wall Street Reform and Consumer Protection Act (the “Dodd‐Frank Act”). The Dodd‐Frank Act imposes a number of restrictions on the relationship and activities of banking organizations with private investment funds and other provisions that will affect the private funds industry, either directly or indirectly. Included in the Dodd‐Frank Act is the so‐called “Volcker Rule,” which among other things, prohibits any “banking entity” (generally defined as any insured depository institution, subject to certain exceptions, any company that controls such an institution, a non‐U.S. bank that is treated as a bank holding company for purposes of U.S. banking law, and any affiliate or subsidiary of the foregoing entities), as principal, from sponsoring or acquiring or retaining an ownership interest in a private equity fund or hedge fund that is not subject to the provisions of the Investment Company Act of 1940, as amended, in reliance upon either Section 3(c)(1) or Section 3(c)(7) of such Act. The DoddFrank Act, as well as future related legislation, may have an adverse effect on the private equity and the hedge fund industry generally or on Deep Track or the Funds, specifically. As a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Firm will be required to comply with a variety of periodic reporting and compliance-related obligations under applicable federal and state securities laws. In light of the heightened regulatory environment in which the Firm operates and the ever-increasing regulations applicable to private investment funds and their investment advisers, the Firm expects that it will become increasingly expensive and time-consuming for the Firm and its affiliates to comply with such regulatory reporting and compliance-related obligations. Any further increases in the regulations applicable to private investment funds, generally, or the Funds or the Firm, in particular, may result in increased expenses associated with the Funds’ activities and additional resources of the Firm being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for investors in the Funds or have an adverse effect on the ability of the Funds to effectively achieve their investment objective. In addition, as hedge funds and other alternative asset managers become more influential participants in the U.S. and global financial markets and economy generally, the hedge fund and private equity industry has recently been subject to criticism by some politicians, regulators and market commentators. Regulatory agencies in the United States, Europe, Asia or elsewhere may adopt burdensome laws (including tax laws) or regulations, or

changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the private equity and hedge fund industry, or other changes that could adversely affect private equity firms, hedge fund firms and the funds they sponsor, including the Funds. Enhanced Scrutiny and Potential Regulation of the Private Investment Fund Industry and the Financial Services Industry. The Funds’ ability to achieve their investment objectives, as well as the ability of the Funds to conduct their operations, is based on laws and regulations which are subject to change through legislative, judicial or administrative action. Future legislative, judicial or administrative action could adversely affect the Funds’ ability to achieve their investment objectives, as well as the ability of the Funds to conduct their operations. For example, these rules could have a significant effect on private fund advisers and their operations, including by increasing regulatory and compliance costs and burdens and heightening the risk of regulatory inquiries and actions (including public regulatory sanctions) and limiting Deep Track’s ability or willingness to negotiate certain types of individualized terms with investors in a Fund or similar pools of assets that invest alongside a Fund, which may cause certain investors to not subscribe to a Fund who otherwise might have. The Funds are expected to bear (either directly or indirectly through their portfolio investments) certain regulatory and compliance costs relating to new rules, which fees, costs and expenses could be expected to be material. Pay-to-Play Laws, Regulations and Policies. In light of controversies and highly publicized incidents involving money managers, a number of states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a governmental plan investor for two years after the adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. Non-compliance could have an adverse effect on the Funds. Absence of Regulatory Oversight. While the Funds may, in some respects, be considered to be similar to an investment company, they are not registered, and do not intend to register, as such under the Investment Company Act of 1940, as amended, or the laws of any other country or jurisdiction and, accordingly, the provisions of such Act will not be applicable to the Funds. In addition, neither the General Partner nor Deep Track is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, or with FINRA, and consequently they are not subject to the record-keeping and specific business practice provisions of such Act and the rules of FINRA. Cybersecurity. Deep Track and its counterparties and other service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. A cybersecurity breach could expose both Deep Track and the Funds to substantial costs (including,

without limitation, those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage), civil liability as well as regulatory inquiry or action. In addition, any such breach could cause substantial withdrawals from a Fund. Even to the degree policies and procedures to seek to prevent, cybersecurity breaches, there are inherent limitations in such plans, strategies, systems, policies and procedures including the possibility that certain risks have not been identified. Furthermore, Deep Track cannot control the cybersecurity plans, strategies, systems, policies and procedures put in place by other service providers or the issuers in which the clients invest. Data Protection Risk. The Funds and Deep Track or service providers and, in due course, certain of the Fund portfolio investments are expected to each receive, store, process and disclose data, including personal data, including through the use of third-party processors and cloud-based and other service providers. Legal requirements relating to the collection, storage, handling, disclosure or transfer of data, including personal data (which may also be referred to as “personal information” or similar terms under applicable privacy laws and regulations), continue to develop in different countries. The application, interpretation, and enforcement of these developing legal obligations are often inconsistent and uncertain, and may require Deep Track, the Funds, the portfolio companies and their respective affiliates or service providers to further modify certain of their respective information practices and could subject them to additional compliance costs and regulatory scrutiny. Certain activities of Deep Track, the Funds or their respective affiliates, as well as those of portfolio investments and related companies, may be, or may become, subject to U.S. or non-U.S. privacy and data protection laws and regulations. There is a risk that the measures taken by the Deep Track, the Funds, or one or more portfolio companies to comply with such laws or regulations will not be implemented correctly or that individuals within the applicable business will not be fully compliant with the measures. In the event of noncompliance with such laws or regulations, Deep Track, the Funds or such portfolio companies could face significant sanctions, as well as reputational damage, which could have a material adverse effect on the operations, financial condition and prospects of the Deep Track, the Funds or such portfolio companies. Business, Terrorism and Catastrophe Risks. The Funds will be subject to the risk of loss arising from exposure that they may incur, indirectly, due to the occurrence of various events, including hurricanes, earthquakes, and other natural disasters, terrorism and other catastrophic events such as a pandemic, which may also cause instability in the world financial markets and may generate global economic instability. These catastrophic risks of loss can be substantial and could have a material adverse effect on Deep Track’s business and the Funds and investments made by Deep Track and losses of a catastrophic nature may be either uninsurable or, insurable at such high rates that to maintain such coverage would cause an adverse impact on the related investments. Uncertain Geopolitical Events. International or local geopolitical events are likely to influence the issuers of, and markets for, instruments traded by the Funds. Geopolitical events, including, without limitation, national referenda, political elections, international violent and non-violent conflicts, political movements and reactions to national and international emergencies, can affect monetary policy, fiscal policy, international relations, currency valuations, legal systems and regulatory regimes, among numerous other things, in ways that could impact the Funds or their ability to operate or pursue their investment strategy.

Changes in U.S. Trade and Other Government Policies. The U.S. government has recently indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. There is uncertainty as to the further actions that may be taken under the Trump administration with respect to U.S. trade policy, including with China, Canada, Mexico, Russia, etc., and while the Firm and the Funds intend to comply with applicable laws, rapid changes in laws and/or uncertain interpretation and implementation thereof, may affect the Firm’s and the Funds’ capacity to comply. New trade policy may also have a legal burden and negative impact on the Funds and their investments, including increased costs and necessity to exit certain investments. Further governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies could further increase costs, decrease margins, disrupt supply chains, reduce the competitiveness of products and services offered by current and future portfolio companies of the Funds and adversely affect the revenues and profitability of Funds’ portfolio companies whose businesses rely on the importing of goods into, and the exporting of goods out of, the United States. The Trump administration has further signaled its intention to implement significant changes to the size of the federal government and to various other government policies and has taken actions related thereto. The actual and further potential downsizing of the federal government workforce, along with the changes in U.S. trade policy discussed above, could introduce market instability and reduce investor confidence. For example, substantial reductions in government spending and personnel could negatively affect certain of the Funds’ portfolio companies that rely on government subsidies or government contracts, destabilize the U.S. government contracting market, and harm the Firm’s and the respective Funds’ ability to generate expected returns. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and/or adversely affect the Funds, their portfolio companies, or their respective financial performance. Artificial Intelligence Developments. In the current period of rapid technological and commercial innovation, new businesses and approaches may be created that could affect the Firm and the Funds’ investments or alter the market practices the Funds’ strategies has been designed to function within and on which the Funds’ strategies depend for investment return. Moreover, given the pace of innovation in recent years, such technological innovation may adversely impact the Firm and the Funds’ investments in a manner that may not have been foreseen, or foreseeable, at the time the Funds’ made their investment. For example, recent technological developments in artificial intelligence, including machine learning technology and generative artificial intelligence such as ChatGPT (collectively, “AI Technologies”), pose risks to the Firm and the Funds’ investments. Any of these technological innovations could cause damage to businesses, significantly disrupt the markets in which they operate and/or subject them to increased competition, each of which could materially and adversely affect their business financial condition and results of investments. AI Technologies and their current and potential future applications including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto. The Firm continues to review internal policies governing use of AI Technologies by its personnel, including in connection with the Firm’s investment activities and

such internal policies will be periodically evaluated and adjusted as AI Technologies continue to advance. Notwithstanding any preventative policies that aim to restrict or govern the use of AI Technologies, it is possible that other entities or persons connected to the Firm and/or the Funds, could utilize AI Technologies in contravention of such policies or otherwise misuse AI Technologies. Laws and regulations related to AI Technologies and machine learning could also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on the Firm, the Funds and the Funds’ portfolio companies.

Deep Track’s Code also contains, among other things, 1) restrictions on transacting in securities of public healthcare companies, 2) restrictions on shorting securities, 3) requirements for pre-clearance of certain personal securities transactions with a 60 day holding period, 4) requirements for reporting of personal securities transactions on at least a quarterly basis, and 5) requirements for providing the Firm with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such employees have a direct or indirect beneficial interest. Deep Track’s restrictions on personal securities trading apply to employees, as well as employees’ immediate family members living in the same household. A copy of Deep Track’s Code will be provided upon request. Investors may obtain a copy of Deep Track’s Code by contacting the Firm at (203) 409-0810.

Side Letters The Funds or Deep Track have entered into separate agreements, commonly referred to as “side letters”, with certain underlying investors of the Funds, to waive certain terms, or allow such investors to invest on different terms than those specifically described in the Offering Documents. Under certain circumstances, these agreements can create preferences or priorities for such investors with respect to other investors. Information Requests Certain investors may request in a side letter or otherwise periodically request from Deep Track, information regarding the Fund and investments that is not otherwise set forth in (or has yet to be set forth in) the reporting and other information required to be delivered to all investors. In such circumstances, Deep Track may provide such information to such investor, but the fact that Deep Track has provided such information upon request by one or more investors does not necessarily obligate Deep Track to affirmatively provide such information to all investors (although Deep Track will generally provide the same information upon request and treat investors equally in that regard). As a result, certain investors may have more information about a Fund than other investors, and Deep Track will have no duty to ensure all investors seek, obtain or process the same information regarding the applicable Fund and its investments and/or portfolio companies. Furthermore, in response to questions and requests and in connection with due diligence meetings, side letter compliance and other communications, Deep Track may provide additional information to certain investors and prospective investors that is not distributed to other investors and prospective investors. Such information may affect a prospective investor’s decision to invest in a Fund or take actions or make decisions as an investor. Potential Conflicts of Interest There may be occasions when Deep Track or its affiliates will encounter potential conflicts of interest in connection with the Funds’ activities including, without limitation, the diverse interests of the Funds’ investor group, the activities of Deep Track and key personnel, the allocation of investment opportunities and conflicting fiduciary duties. There may be investment or divestment opportunities that the Funds cannot take advantage of because of such conflicts. Investors should be aware that conflicts will not necessarily be resolved in favor of the Funds’ interests. The following is a summary of only certain considerations and is qualified in its entirety by the information set forth in the Offering Documents. Other Activities of Deep Track and its Affiliates Conflicts of interest may arise from the fact that Deep Track and its affiliates may in the future provide investment management services to clients other than the Funds, including, without limitation, investment funds (such as co-investments, private equity, venture or hedge funds), managed accounts, proprietary accounts and other investment vehicles. These other accounts or clients could potentially have investment objectives, programs, strategies and positions that are similar to or may conflict with those of the Funds, or may compete with or have interests adverse

to the Funds. Conflicts of interest arise when Deep Track or its affiliates make decisions on behalf of the Funds with respect to matters where the interests of Deep Track or other accounts or clients differs from the interests of the Funds. Lack of Exclusivity Deep Track, its affiliates and personnel will devote as much of their time to the activities of the Funds as they deem necessary and appropriate. Deep Track, its affiliates and personnel will not be restricted from entering into other investment advisory relationships or from engaging in other business activities, even if such activities may be in competition with the Funds or may involve substantial time and resources of Deep Track, its affiliates or personnel. Investments by Deep Track Personnel in the Funds and Other Clients Personnel of Deep Track may choose to personally invest, directly or indirectly, in the Funds. Such investors may be in possession of information relating to the Funds that is not available to other investors. Such investment could incentivize Deep Track to increase or decrease the risk profile of the Funds. Investments in Securities by Deep Track Personnel Deep Track personnel may trade in securities and other instruments for their own accounts, subject to restrictions and reporting requirements as may be required by law or otherwise determined from time to time by Deep Track including the Code of Ethics (described above). Deep Track, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for the Funds. Allocations of Trades and Investment Opportunities It is the policy of Deep Track to allocate investment opportunities to its clients on a fair and equitable basis, to the extent practical and in accordance with the clients’ applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account factors such as the risk-return profile of the proposed investment; portfolio balance; existing positions in a particular security or issuer; the size of a client; diversification requirements; the liquidity requirements of a client and capital available; lender covenants; sourcing of the transaction; the nature of the investment focus, restrictions and guideline limitations of a client; tax, legal, regulatory or contractual restrictions or implications; and other considerations deemed relevant by Deep Track in good faith. The application of those guidelines may result in one or more of the Funds not participating (or not participating to the same extent) in certain investment opportunities in which such Fund(s) would have otherwise participated had the related allocations been determined without regard to such guidelines or based only on the circumstances of those particular investments. Indemnification and Absence of Recourse The Funds will be required to indemnify Deep Track, its affiliates and personnel and related persons for liabilities incurred in connection with the affairs of the Funds and otherwise as described in the Offering Documents. Such liabilities may be material and have an adverse effect on the returns to

underlying Fund investors. The indemnification obligation of the Funds would be payable from the assets of the Funds. Furthermore, as a result of the provisions contained in the governing agreements of the Funds, underlying Fund investors may have a more limited right of action in certain cases than they would in the absence of such limitations. In respect of the Special Opportunities Funds, if the assets of the Funds are insufficient, Deep Track may recall distributions previously made to investors (subject to certain limitations as set forth in the applicable Fund governing documents). Different Compensation Arrangements Deep Track could be subject to a conflict of interest because varying compensation arrangements among the Funds and other clients could incentivize Deep Track to manage the Funds and such other clients differently. Management Fee Management Fee for the Special Opportunities Fund will be calculated on a basis that is not directly tied to the net asset value of the Fund. Rather, the Management Fee will be calculated based on a percentage of an investor’s invested cost (i.e., the investor’s actual or deemed capital contributions as well as the investor’s share of indebtedness incurred by the applicable Fund to make the applicable investment in advance of the receipt of capital contributions) in respect of a portfolio company investment that have not been disposed of as of the applicable calculation date, and not as a percentage of the net asset value of the portfolio company investment. In addition, the Special Opportunities Fund General Partner has discretion whether an investment is considered disposed of as a result of a refinancing, recapitalization or restructuring. Such discretion will involve subjective judgments on the part of the Special Opportunities Fund General Partner and involves conflicts of interest. The Management Fee will not be reduced (in whole or in part) in the case of any recapitalization, refinancing or other similar transaction in respect of a portfolio company investment (unless determined otherwise by the Special Opportunities Fund General Partner or in connection with certain distributions such as dividends (even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been substantially reduced as a result of such reorganization, restructuring, extraordinary dividend or similar transaction). Incentive Allocation The Incentive Allocation and Carried Interest may give rise to potential conflicts of interest, including, but not limited to, the following: (i) the manner in which the Flagship Fund General Partner and Special Opportunities Fund General Partner entitlement to the Incentive Allocation and Carried Interest, respectively, is determined may result in a conflict between Deep Track’s interests and the interests of Fund’s investors with respect to the sequence and timing of disposals of investments, including as a result of the tax treatment of the Incentive Allocation or the Carried Interest; (ii) the Incentive Allocation and Carried Interest may create an incentive for Deep Track to provide biased valuations, especially with respect to illiquid securities or other instruments, to make investments that are riskier or more speculative than would be the case if a performance-based compensation arrangement were not in effect or to time investments, and the realization of investments, so as to maximize the Incentive Allocation or Carried Interest, rather than the return of the Funds.

Failure to Make Capital Contributions. In respect of the Special Opportunities Funds, if an investor with an unpaid capital commitment fails to pay when due installments of its capital commitment, and the capital contributions made by non-defaulting investors, cash reserves of the applicable Fund and borrowings by the applicable Fund are inadequate to cover the defaulted capital contribution, the applicable Fund may be unable to pay its obligations when due. Dilution and Other Implications of Subsequent Closings Investors subscribing for the Funds at subsequent closings or Deep Track increasing its commitment will participate in existing investments of the applicable Fund, diluting the interest of existing investors therein. Liability for Return of Distributions If a Fund is otherwise unable to meet its obligations, the investors may, under applicable law, be obligated to return cash distributions previously received by them if such distributions are deemed to be a return of their capital contributions or a wrongful payment to them. Participation in Co-Investments Deep Track may offer co-investment opportunities in its sole discretion with respect to certain investments made by the Funds. In determining the allocation of discretionary co-investment opportunities, Deep Track generally expects to take into account various facts and circumstances it deems relevant, which may include, among others, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, Deep Track’s assessment of a potential coinvestor’s ability to invest an amount of capital that fits the needs of the investment and the timing of the investment, Deep Track’s assessment of past experiences and relationships with a potential co-investor, the size of the potential co-investor’s commitments to the Funds or other clients, whether a potential co-investor has a history of participating in co-investment opportunities with Deep Track, the timing of the co-investor’s investment in the Funds, the existence of accounts or vehicles formed to co-invest in investments across all or a portion of the Deep Track platform (whether or not formed in connection with the admission of an investor to the Funds), and such other factors that Deep Track deems relevant under the circumstances. The allocation of coinvestment opportunities will in many cases involve a benefit to Deep Track including, without limitation, performance-based compensation or management fees from the co-investment opportunity, capital commitments to the Fund or other clients. Co-investors, including without limitation other clients formed to invest in co-investment opportunities alongside the Funds, may purchase their interests in a portfolio company at the same time as the Funds or may purchase their interests from the Funds after the Funds have consummated the investment in such portfolio company, in each case at cost. In addition, Deep Track may be incentivized to offer certain potential co-investors the opportunities to co-invest since the amount of management fee or performance-based compensation to which Deep Track or its affiliates are entitled under the arrangements with such co-investors with respect to such co-investor’s participation in the Funds or other clients may depend on, among other things, the extent to which such co-investors participate in co-investments. Co-investments may be offered by Deep Track on such terms and conditions (including with respect to management fees,

performance-based compensation and related arrangements) as will be negotiated by Deep Track and the potential co-investors on a case-by-case basis in their respective sole and absolute discretion. In connection with any such co-investment by a Fund investor or other third-party co-investors, Deep Track may establish one or more investment vehicles to facilitate such co-investors’ investment alongside the Funds. Deep Track may present co-investment opportunities to certain Fund investors and other potential third-party co-investors at any time and with respect to any particular co-investment opportunity, at different times, and may also offer co-investment opportunities only to Deep Track personnel or may present such opportunities to such personnel prior to presenting them to other parties. In addition, certain Deep Track personnel and their affiliates may co-invest with the Funds. In the event break-up or topping fees are paid to Deep Track in connection with a transaction that is not ultimately consummated, co-investment vehicles that invest alongside the applicable Fund generally will not be allocated any share of such break-up or topping fees (except to the extent such co-investment vehicles are obligated to share in broken deal expenses). Similarly, non-committed co-investors or co-investment vehicles (including, for the avoidance of doubt, dedicated or standing co-investment vehicles described above) generally do not bear their share of broken-deal expenses for unconsummated transactions (including any costs associated with raising co-invest capital) even when such co-investors or co-investment vehicles commonly invest alongside the Fund. The applicable Fund will bear its proportionate share of any portion of such amounts that correspond to the portion that would have been allocated to any such co-investor or co-investment vehicle. Recycling; Reinvestment In respect of the Special Opportunities Funds, during the commitment period, Deep Track has the right to generally recall (or retain) any amount that is distributable to the investors in respect of any of the Funds’ investments in portfolio companies, including current income and proceeds upon the disposition of such investment (whether in respect of the cost basis or any gains thereon). Fund Expenses A Fund will generally pay and bear all expenses related to its own operations. The amount of these fund expenses will be substantial and will reduce the actual returns realized by investors (and may, in certain circumstances, reduce the amount of capital available to be deployed by the Funds in investments). Fund expenses include recurring and regular items, as well as extraordinary expenses for which it may be hard to budget or forecast. As a result, the amount of fund expenses ultimately called or called at any one time may exceed amounts expected or budgeted by Deep Track or investors. Fund expenses encompass a broad swath of expenses. Fund Leverage and Borrowing The Funds intend to borrow funds or enter into other financing arrangements from time to time, including by trading on margin. Such borrowings will increase the exposure of the Funds to adverse economic factors, such as rising interest rates or economic downturns. In addition, the interest expense and other costs of any such borrowings will be expenses of the Funds and, accordingly, may decrease net returns of the Funds. Gains realized with borrowed funds may cause the Funds’ returns to increase at a faster rate than would be the case without borrowings, which in turn may be subject to conflicts of interest.

Use of a subscription-based credit facility (or other long-term leverage) with respect to portfolio investments can generate a higher reported internal rate of return for investors than if the facility had not been utilized and instead the investors’ capital had been contributed at the inception of a portfolio investment and may therefore present conflicts of interest as a result of certain factors, including that the interest rate (or other compensation, as applicable) payable to the lender(s) on such borrowings is typically less than the rate of the Funds’ preferred return and that such preferred return does not accrue on such borrowings, but rather will accrue when capital contributions or portfolio investments are made as described in the applicable Fund’s governing documents. As a result, use of such long-term leverage arrangements may reduce or eliminate in certain circumstances the preferred return received by the investors and may have the effect of accelerating or increasing distributions of Carried Interest to Deep Track, providing Deep Track with an economic incentive to use such borrowings. Subject to the limitations in the applicable Fund’s governing documents, the use of a subscription-based credit facility by a Fund is within Deep Track’s sole discretion. The borrowing utilized by a particular Fund to leverage investments is permitted to be collateralized by any assets of that applicable Fund (and may be cross-collateralized with the assets of any parallel fund or any feeder fund, subsidiary, financing vehicle or alternative investment vehicle of the applicable Fund or with the assets of any other affiliates or other persons, including any applicable co-invest vehicle, and such entities may be held jointly and severally liable for the full amount of the obligations arising out of such borrowings). Accordingly, a Fund may pledge its assets (including its capital commitments) in order to borrow additional funds or otherwise obtain leverage for investment or other purposes (including in support of the obligations of any parallel fund or any feeder fund, subsidiary, financing vehicle or alternative investment vehicle of the Fund or with the assets of any other affiliates or other persons, including any applicable co-invest vehicle). If a particular Fund were to cross-collateralize any of its investments, each of that Fund’s investors, including those that have no (or different) interest in certain investments, would nevertheless be exposed to risks associated with the Fund’s interest in such cross-collateralized investments. For example, in the event that the value of such investment were to meaningfully deteriorate, there could be a margin call on the Fund’s facility, in response to the decrease in the collateral value. A decline in the value of such investment could also result in increased costs of borrowing for the Fund as a whole. Fund investors may also have an interest in certain investments that is disproportionate to their exposure to leverage through cross-collateralization on other investments. Similar circumstances could arise in a situation where a Fund and a co-invest vehicle participate in borrowings that experience a margin call, and a co-invest vehicle’s investors already have funded their full commitments to such vehicle and accordingly have the option (and not the obligation) to fund additional amounts or otherwise be diluted by the Fund. A Fund could experience concurrent liquidation on multiple investments to satisfy its borrowing obligations, and an adverse event or condition at or with respect to one portfolio company could negatively affect or cause a loss of a different investment that would not otherwise be subject to such adverse event or condition. Material Non-Public Information Deep Track (or its employees) in connection with their other activities may acquire confidential or material non-public information or otherwise be restricted from initiating transactions in certain securities. The Funds will not be free to act upon any such information. Due to these restrictions,

the Funds may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. An officer, employee or other representative of Deep Track may serve as a director of the Funds’ public investments. As a result, Deep Track (through its representatives or otherwise) may receive or be deemed to receive information that would restrict its ability to cause the Funds to buy or sell securities of a company for substantial periods of time when profit could otherwise be realized or loss avoided, which may adversely affect the ability of the Funds to buy or sell securities. Valuation Matters The fair value of all of the Funds’ investments or of property received in exchange for any investments will be determined by Deep Track in accordance with its Valuation Policy. Valuations are subject to determinations, judgments and opinions and other third parties or investors may disagree with such valuations. In making valuation determinations, Deep Track may be deemed subject to a conflict of interest, especially with respect to illiquid securities or instruments. The valuation of investments will affect the amount and timing of the Flagship Fund General Partner’s Incentive Allocation and the Special Opportunities General Partner’s Carried Interest and the amount of Management Fees payable to Deep Track. The valuation of investments may also affect the ability of Deep Track to retain other clients. As a result, there may be circumstances where Deep Track is incentivized to determine valuations that may be higher than the actual fair value of investments. Service Providers Certain advisors and other service providers or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) of Deep Track, the Funds, other clients or portfolio companies of the Funds or other clients provide goods or services to or have business, personal, political, financial or other relationships with Deep Track. Certain Deep Track employees may have ownership interests in, or family members of such employees may be employees of, certain service providers to the Funds, other clients or other Deep Track entities. Such advisors and service providers may be investors in the Funds, affiliates of Deep Track, sources of investment opportunities or co-investors or counterparties therewith. These relationships may influence Deep Track in deciding whether to select or recommend such a service provider to perform services for the Funds or a portfolio company (the cost of which will generally be borne directly or indirectly by the Funds or such portfolio company, as applicable). Affiliates as Investors in the Funds Some of the investors in the Funds may be directors, officers or executives of businesses in the healthcare and life science industries that Deep Track may target for investment. Therefore, the Funds may invest in portfolio companies whose directors, officers or executives are investors in the Funds. Arrangements between Portfolio Companies or between Portfolio Companies and the Firm Certain of the Funds’ portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with other portfolio companies or portfolio companies of other clients or with Deep Track. Deep Track may, from time to time, facilitate introductions between

its portfolio companies, to create business opportunities between them if Deep Track believes that one may be in need of services of the kind provided by the other. Deep Track does not receive any referral or success fee for facilitating such introductions. Additionally, Deep Track may have, from time to time, agreements, transactions or other arrangements with the Funds’ portfolio companies which may not have been entered into but for the portfolio companies’ association with Deep Track. These arrangements can involve commissions, services, discounts or other remuneration that may, directly or indirectly, inure to the benefit of Deep Track or its affiliates, other clients or their respective investments. Where between a portfolio company of the Funds and a portfolio company of other clients or between a portfolio company of the Funds and Deep Track or its affiliates, these arrangements may result in one (or the other) receiving a greater benefit. The benefits received by the portfolio company of the Funds or portfolio company of other clients providing the service may be greater than those received by the entity receiving the service, or vice versa, and in some cases, the benefit received by Deep Track or its affiliates may be greater than the benefit received by a portfolio company of the Funds or a portfolio company of other clients. Deep Track may have an incentive to recommend the products or services of certain investors in other clients, certain third parties, or their related businesses to the Funds or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Funds or the portfolio companies. Deep Track may also have an incentive to maintain goodwill between it and existing and prospective portfolio companies and investors, while the products or services recommended may not necessarily be the best available to the Funds or their portfolio companies. Portfolio companies controlled by the Funds may provide services to certain investors in the Funds or other clients. Deep Track may have an incentive to attempt to influence the portfolio companies to favor those investors relative to other clients or customers of such portfolio companies in terms of pricing or otherwise, which could adversely affect the portfolio companies’ profitability to the Funds. Additionally, the portfolio companies could recommend to their clients or customers that they invest in the Funds. Deep Track or its affiliates may engage in business opportunities arising from the Funds’ investment in a portfolio company (such as entering into a joint venture with a portfolio company or making a proprietary investment in a portfolio company). In certain instances, a portfolio company of the Funds may compete with, be a customer of, or be a service provider to, a portfolio company of another client. In providing advice to a portfolio company’s business, Deep Track is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or clients. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by Deep Track to a portfolio company of another client may have adverse consequences to the portfolio companies owned by the Funds. Certain Deep Track personnel, now or in the future may be officers or directors of portfolio companies, serve on the investment committees of, or otherwise be affiliated with, investors in the Funds. Deep Track will from time to time utilize the services of investors and their affiliates on an arm’s length basis with commercially reasonable terms, as it deems appropriate. Diverse Investor Group; Master-Feeder Structure The investors in the Funds may have conflicting investment, tax and other interests with respect to their investments in such Fund. The conflicting interests of individual investors may relate or arise from, among other things, the nature of investments made by the Fund, the structuring or the acquisition of investments and the timing of disposition of investments. As a consequence, conflicts of interest may arise in connection with the decisions made by Deep Track, including with respect

to the nature or structuring of investments that may be more beneficial for one investor, including the Flagship Fund General Partner or Special Opportunities Fund General Partner, than for another investor, especially with respect to investors’ individual tax situations. In addition, the use of a “master-feeder” structure presents certain conflicts of interest. For example, different tax considerations applicable to one Feeder Fund versus another Feeder Fund may result in the Master Fund structuring or disposing of an investment in a manner or at a time that is more advantageous (or disadvantageous) for tax purposes to one Feeder Fund or its investors. In selecting and structuring investments appropriate for the Master Fund, Deep Track will consider the investment and tax objectives of the Master Fund and its investors as a whole, not the investment, tax or other objectives of any investor individually. The investment by a Feeder Fund in the Master Fund may be affected by an investment by other feeder funds in the Master Fund. In view of the fact that all expenses of the Master Fund are generally shared pro-rata among its investors, if other investors, or one large investor, in the Master Fund redeems their interests, then the possibility exists that the not redeeming Feeder Fund will bear the burden of an increased share of the Master Fund’s expenses. The same is true in the Special Opportunities Fund that different tax considerations applicable to the Onshore Special Opportunities Fund versus the Offshore Special Opportunities Fund may result in the Special Opportunities Fund structuring or disposing of an investment in a manner or a time that is more advantageous (or disadvantageous) for tax purposes to one versus the other. In selecting and structuring investments appropriate for the Special Opportunities Fund, Deep Track will consider the investment and tax objectives of the Special Opportunities Fund and its investors as a whole, not the investment, tax or other objectives of any investor individually.

Subject to best execution, in selecting brokers and dealers (including prime brokers), Deep Track may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. The Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Deep Track nor the Fund separately compensates any broker or dealer for any of these other services. Soft Dollars. From time to time, the Firm may pay a broker-dealer commissions (or markups or markdowns) for effecting Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Deep Track will effect such transactions, and receive such

brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. When the Firm uses brokerage commissions (or markups or markdowns) generated by the Fund to obtain research or other products or services, the Firm receives a benefit because it does not have to produce or pay for such products or services. Deep Track may have an incentive to select or recommend a broker-dealer based on the Firm’s interest in receiving research or other products or services, rather than on the Fund’s interest in receiving most favorable execution. Trade Errors. There is a risk that trading errors will occur, which may include, among other things, the purchase or sale of an incorrect security, the purchase or sale of the incorrect amount of a security and the failure to purchase or sell an intended security. The Funds will be responsible for any losses resulting from such trading errors; provided that the Firm will be responsible for losses resulting from actions by the Firm or its employees that did not meet the applicable standard of care for managing the assets of the Funds. Furthermore, in the event that the Fund experiences a gain due to a trade error, the Fund will retain such gain. Capital Introduction. From time to time, Deep Track may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to the Funds. Neither the Firm nor the Funds separately compensate any broker-dealer for the provision of capital introduction services or for any investments. The Firm has an incentive to use a broker-dealer based in part on its interest in receiving capital introduction or investor referrals for the Funds rather than on the Funds’ interest in receiving the most favorable execution. However, although Deep Track may place transactions with firms who have made such recommendations or provided capital introduction opportunities, it will only do so if it determines that it is otherwise consistent with seeking best execution. Order Aggregation and Average Pricing. If Deep Track determines that the purchase or sale of a security or other instrument is appropriate with regard to the Funds and any other client, Deep Track may, but is not obligated to, purchase or sell such a security or other instrument on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. As a result, certain trades in the same security or other instrument for one client may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

Deep Track is deemed to have complied with certain requirements of Rule 206(4)-2 with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception.” As such, investors in the Funds will not receive statements from the custodians; however, each Fund is subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements are prepared in accordance with United States generally accepted accounting principles and are distributed to each underlying Fund investor within ninety (90) days of the applicable Fund’s fiscal year end.

If a material conflict of interest arises, Deep Track will determine what is in the best interests of the relevant Deep Track client and will seek to take appropriate steps to eliminate such conflict, in accordance with Deep Track’s proxy policies and procedures. A copy of Deep Track’s proxy voting policies and procedures, as well as specific information about how Deep Track has voted client securities in the past, is available to clients upon written request.