B. Riley Wealth Private Shares, LLC (“BRWPS” or the “Firm”), a Delaware Limited Liability Company, is owned by B. Riley Wealth Management Holdings, Inc., which is a wholly owned subsidiary of B. Riley Financial, Inc. B. Riley Financial is a publicly traded Delaware corporation (NASDAQ: RILY). The Firm’s principal office is located in Memphis, Tennessee. BRWPS was formed in 2021 and acts as an adviser to various pooled investment vehicles (sometimes called special purpose vehicles or SPVs) operating as private equity funds (each a “Fund” or Client and collectively, the “Funds” or “Clients”). BRWPS intends to manage each Fund pursuant to the Investment Management Agreement executed with the Fund and in compliance with the investment strategy described in the applicable (i) confidential offering memorandum and (ii) governing documents of the Fund (collectively, the “Offering Documents”). Prospective Fund investors (“Investors”) should carefully read the Fund’s Offering Documents and consult with their own counsel and advisers as to all matters concerning an investment in the Fund. The Funds may be established by BRWPS, its affiliates, or third parties. BRWPS or its affiliates may act as the managing member or general partner to the Funds. BRWPS, its affiliates, and/or their personnel may also have an ownership or management interest in the Funds. BRWPS is designated with the power and authority to manage the day-to-day administrative business and investment affairs of the Funds and to perform all obligations pursuant to the Fund’s Operating Agreements. Each series of each Fund advised by BRWPS is established primarily to purchase, directly and/or indirectly, securities issued by a single, privately-held early or developmental-stage company. Accordingly, BRWPS provides only limited investment advice with respect to these types of investments. Privately issued shares are not publicly traded and private share issuers

limit the number of shareholders permitted to invest in their company. Due to such limitations, private shares have significant liquidity risk (see Illiquidity of Investments in Item 8 below). The Fund purchases private shares in certain private companies, and Investors are permitted to invest indirectly in the private companies by purchasing membership interests in the Fund. If the private company eventually goes public, the Fund may liquidate the position or distribute the shares to members, depending upon market conditions and valuation of the investment. BRWPS monitors the performance and status of the Fund’s underlying portfolio companies making distributions when market conditions and valuations are appropriate. Fund Investors have no ability to select, veto, or cause the sale or other disposition of any investment by any Fund or to determine the timing of any distribution or liquidation of a Fund or its assets, or the decision of a Fund to seek additional capital contributions or admit new Investors. Fees associated with the Funds include an annual management fee and carried interest as described in the Funds’ Offering Documents. See Item 5 “Fees and Compensation” and Item 6 “Performance-Based Fees and Side-By-Side Management.” In addition, the Funds pay operating expenses and other costs, including Fund formation costs. Details of the fees and costs associated with the Funds are included in the documentation specific to each Fund. Certain acquisition costs related to purchase of the private shares by the Fund are incurred indirectly by Investors at the time the Fund acquires the private shares from the seller. Fund interests advised by BRWPS may not be held in advisory accounts advised by any of our affiliated investment advisers. As of December 31, 2023, the Firm manages approximately $297,369,877 in Fund assets on a discretionary basis.
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