Forge FAQ

Details about Forge
• Forge Global, Inc. (“Forge”) serves the complex and emerging needs of the private market
ecosystem by forging new connections through our technology, data and expertise.
• Founded in 2014, Forge empowers investors and shareholders by facilitating liquidity in the
private markets.
• Securities related services are offered through Forge Securities LLC, a broker-dealer registered
with the Securities and Exchange Commission, a member of the Financial Industry Regulatory
Authority, and wholly owned subsidiary of Forge.
• Forge Securities operates an alternative trading system for trading of restricted securities. Forge

Securities offers brokerage services by acting as your agent in buying or selling unregistered non-
public company securities, which include preferred and common stock, structured investments,

and membership interests in affiliated and unaffiliated private fund interests. We also act as
placement agent for issuers in direct private company securities offerings to investors.
• Forge's secondary market platform gives institutional investors access to buying and selling
opportunities outside of primary funding rounds, tender offers, and exit events.
Public Market vs Private Market
• The ‘public market’ refers to investing in issuers (companies) that are publicly traded on a
national exchange such as Nasdaq or the New York Stock Exchange.
o Public companies’ shares are typically available for trading to the general public.
o Companies traded in the public market must adhere to financial and performance
disclosure requirements and as a result information is more readily available.
o Investors trading in company shares in the public market do not need to meet any
minimum financial threshold or level of investment sophistication.
o When buying or selling, the time between executing a trade to settlement (receiving
funds or securities) is typically trade date plus one day.

• The ‘private market’ refers to investing in companies that are not publicly traded, or in other
words private companies.
o Private companies do not need to disclose financial and performance information, and
information about the company may be more difficult to find.• Investors trading in the
private market must typically be, at minimum, an “accredited investor.”
o When buying or selling a private company, the time between executing a trade to
settlement (receiving funds or securities) could extend up to several months.

Accredited Investor
• An “accredited investor” is defined in Rule 501 of the SEC Regulation D, and in the context of a
natural person, includes anyone who:
o Earned income that exceeded $200,000, or $300,000 together with a spouse, in each of
the prior two years, and reasonably expects the same for the current year, or
o Has a net worth over $1 million, either alone or together with a spouse (excluding the
value of their primary residence), or

o Individuals who have certain professional certifications, designations or credentials, or
Individuals who are “knowledgeable employees” as defined in Rule 3c-5(a)(4) under the
Investment Company Act of 1940.

Risks Inherent in the Private Markets
• Investing in private company securities is not suitable for all investors.
• An investment in private company securities is highly speculative and involves a high degree of
risk.
• It should only be considered as a long-term investment.
• You must be prepared to withstand a total loss of your investment.
• Private company securities are also highly illiquid and there is no guarantee that a market will
develop for such securities.
• Securities laws generally prohibits the resale of restricted securities without an available
exemption from registration which limits a holder’s ability to resale his or her private securities
quickly. Such securities also may be subject to restrictions placed by the issuer in order to resale
the securities.
• Each investment also carries its own specific risks, and you should complete your own
independent due diligence regarding the investment, including obtaining additional information
about the company, opinions, financial projections and legal or other investment advice.
Information about private companies including its financials can also be limited and not readily
available, as distinguished from public companies.
• Accordingly, investing in private company securities is appropriate only for those sophisticated
investors who can also tolerate a high degree of risk and do not require a liquid investment.
The Forge Platform
• Data and Analysis Tools. Learn about private companies by visiting their page on
www.forgeglobal.com. View news, financings and cap table information and select valuation
inputs to track their value over time.
• Private Securities Specialist. Forge personnel are FINRA registered representatives who are
experts at trading private equity. They’re here to answer your questions and make sure your
transactions are seamlessly executed. Consult your private market specialist to learn more about
private market trading and start to receive Forge's market analysis and data insights
• Minimum Investment Amount. Forge’s standard minimum transaction size is $100,000 USD;
however, we may allow you to buy or sell an amount less than the minimum, e.g., when an
issuer allows smaller trade amounts or to receive a parGal execution of a larger order.
• Accredited Investor. Purchasers must, at minimum, be an accredited investor.
• Forge’s Fee. You will pay us a transaction fee every time you buy or sell a private company
security. Typically, our transaction fee is 5%. You may pay a higher fee if the total dollar amount
of the transaction is less than our minimum transaction amount of $100,000. The fee charged to
you will be due upon settlement (closing) of your transaction. You may pay additional fees
imposed by the issuer, such as legal opinions, transfer fees, or escrow.
• Proof of Ownership. Sellers must provide proof of ownership in the private company.
• Anti-Money Laundering Review. U.S. federal laws requires all financial institutions to obtain,
verify, and record information that identifies each person or entity with whom we conduct
securities transactions. In addition to asking you for your name and address and other
identifying information, Forge may also request other identifying information and
documentation.

Typical Transaction Process
• Buyers and sellers submit an indication of interest in buying/selling shares.
• The buyer and seller agree on a price and a number of shares.
• Forge assists the buyer and seller in completing terms sheets, executing client engagement and
purchase agreements, and notices to the company. When purchasing interests in a Fund, Forge
assist the buyer by providing applicable offering documents, such as a Private Placement
Memorandum, Subscription Agreement, and Operating Agreement.
• Forge works with the company to ensure the transaction follows its preferred Right of First
Refusal (“ROFR”) or settlement process. The ROFR provides a company with the option to step in
as buyer in a transaction.
• Forge assists the buyer and seller in executing the company’s stock transfer agreement, and legal
opinion (if required by the company).
• Cap table changes are made by company at the closing of a transaction.
• The typical transaction time is 45-60 days
Forge Pro
• Forge Data provides investors with same-day bids/asks, live pricing information, and closed trade
prices and volumes to make investment decisions and mark portfolios to market.
• Comprehensive secondary market order entry features, trade management tools, and market
analytics
• New live order book from active Forge trading clients plus notifications with pricing updates on
watched companies
• Risk and compliance features from Forge (NYSE: FRGE), the only public company focused on
private secondaries markets
Trade Management
• Submit indications of interest (IOIs) to buy/sell private company share
• Specify common vs. preferred stock, direct vs. SPV, etc.
• Track trade status and execute transaction documents
Live IOI book with bid/ask prices, volumes, and spreads
• 900+ companies with live indications of interest
• Historic order book with completed trade data and VWAP
• Derived pricing based on Forge’s proprietary data
Valuation and Firmographic Data
• 18,000private company mutual fund marks across 350+ companies and 150+ funds
• IPO/M&A exit scenarios, public company/private company comparisons, and sector insights
• Funding round data, valuation history and investor terms for 2,300 companies
• Source documents, including fundraising and legal filings
What is my stock worth in [Company?
• Direct the client to last closed transaction price/date, VWAP, or bid/ask spread. If there has never
been a transaction in that company, let client know that
What price can I buy stock in [Company]?

• Direct the client to last closed transaction, VWAP, or bid/ask spread. If there is an Opportunity in
[Company], direct buyer to that Opportunity