LENDERS & INVESTORS — RISK FACTORS DISCLOSURE

Investing in small or early-stage businesses carries significant risk. Before using Lenders & Investors or engaging with any issuer (“Company”) listed on this platform, every investor (“Investor”) should carefully consider the following risk factors. This disclosure does not replace the need for professional financial, tax, or legal advice.

These risk factors are non-exhaustive, and each Company may disclose additional, issuer-specific risks in its offering materials. You should review all available documentation before making any investment decision.

Investments in private companies are highly speculative, illiquid, and involve the real possibility of the complete loss of your investment. You should not invest unless you can afford to lose 100% of your contributed capital.

1. HIGH RISK OF LOSS — SMALL BUSINESS INVESTMENTS

Investing in private companies involves substantial financial and operational risk. Many small businesses:

• Have limited operating history
• Lack experienced management
• Depend on a small number of customers, suppliers, or employees
• Operate in highly competitive or volatile industries

Small companies frequently encounter financial instability, unexpected business downturns, regulatory challenges, lawsuits, and disruptions in supply or demand. Targeted returns, if provided, are speculative and may never be achieved.
Loss of your entire investment is possible and common.

The timing and likelihood of any return—if one occurs—is highly uncertain.

2. LACK OF INTERNAL CONTROLS; NO SARBANES-OXLEY COMPLIANCE

Most private companies listed on Lenders & Investors:

• Do not comply with Sarbanes-Oxley requirements
• Do not have the internal controls, financial reporting systems, or audit processes expected of public companies
• May have undisclosed weaknesses in accounting or disclosure controls

Implementing such controls could require significant resources and may materially impact a Company’s financial performance.

3. LIMITED INFORMATION & DIFFICULTY MONITORING INVESTMENTS

Private companies are not required to provide the level of financial disclosures that publicly traded companies must provide. Investors may receive:

• Limited or incomplete financial information
• Irregular updates
• Delayed reporting of adverse events

As a result, Investors may lack sufficient information to accurately assess the value, condition, or prospects of their investments.

4. SECURITIES LAW RISKS

Securities offered by Companies on Lenders & Investors:

• Are not registered under the Securities Act of 1933
• Rely on exemptions such as Regulation D and comparable state exemptions
• May lose exemption status if regulatory requirements are not met

If an offering fails to qualify for an exemption, Companies may face rescission claims, penalties, or litigation, which could materially impair the Company’s viability.

Defending regulatory actions can be costly and resource-intensive, regardless of outcome.

5. COMPLEXITY OF FEDERAL & STATE SECURITIES EXEMPTIONS

Qualification for federal and state registration exemptions is highly technical. Any inaccuracies in disclosures, deviations in offering practices, or changes in law may jeopardize an exemption.
Companies are responsible for regulatory compliance, not Lenders & Investors.

6. ABSENCE OF LIQUIDITY; NO PUBLIC MARKET

There is no public or private secondary market for most securities issued by Companies on this platform.
Investors should expect to hold their investment for an indefinite, potentially permanent period.

Securities:

• Cannot be resold unless registered or exempt
• Are subject to strict transfer restrictions
• Often require an attorney opinion for transfer approval

Rule 144 holding periods apply and may extend up to one year or longer if the Company does not report under the Securities Exchange Act of 1934.

There is no guarantee that any Company will ever go public or create liquidity for Investors.

7. TAX RISKS

Investments in early-stage or private companies may involve complex tax considerations. Investors should consult independent tax advisors regarding:

• Potential tax liabilities
• Withholding obligations
• Tax inefficiencies
• Reporting requirements

Lenders & Investors does not provide tax advice.

8. NO REQUIREMENT FOR AUDITED FINANCIAL STATEMENTS

Private Companies are generally not required to provide:

• Audited annual financial statements
• Quarterly financials
• Reviewed balance sheets
• GAAP-compliant disclosures

Investment decisions may therefore be based on limited, unaudited, or incomplete financial information, which may not accurately reflect the Company’s true financial condition.

9. NO GOVERNMENT REVIEW OR APPROVAL

Securities listed via Lenders & Investors:

• Have not been reviewed, approved, or endorsed by the SEC, FINRA, or any state regulator
• Have not been evaluated for fairness, completeness, or accuracy

Exempt offerings rely on the accuracy of issuer representations. If those representations prove inaccurate, exemption status may be lost, potentially resulting in rescission liability.

10. FORWARD-LOOKING STATEMENTS & UNCERTAINTY

Companies may provide projections or statements about future performance. These “forward-looking statements” are speculative and inherently uncertain due to:

• Market changes
• Competitive pressures
• Regulatory shifts
• Economic downturns
• Operational failures
• Pandemics, natural disasters, or geopolitical events

Actual results may differ materially from projections.

Companies are under no obligation to update forward-looking statements.

11. NO GUARANTEE OF RETURNS, PROFITS, OR DIVIDENDS

Unless explicitly stated in offering documents, Companies:

• Have no obligation to pay dividends
• May reinvest profits instead of distributing them
• May never achieve profitability

Investors seeking current income should not invest in private Company securities offered on Lenders & Investors.

12. LACK OF CONTROL OVER COMPANY DECISIONS

Founders, executives, and majority shareholders may hold significant ownership and voting power. As a result, Investors may have little or no influence over:

• Election of directors
• Mergers or asset sales
• Amendments to governing documents
• Strategic decisions
• Use of offering proceeds

Majority owners may pursue actions inconsistent with the interests of minority Investors.

13. USE OF PROCEEDS MAY VARY FROM EXPECTATIONS

Unless offering documents require a specific use of funds, management may allocate proceeds at its discretion. Investors may not have the opportunity to evaluate whether such uses align with their expectations.

14. TECHNOLOGY, CYBERSECURITY, AND OPERATIONAL RISKS

Companies may experience operational failures including:

• System outages
• Cybersecurity breaches
• Loss of data
• Vendor failures
• Interruptions in service

Such events may negatively impact business operations and the value of your investment.

15. RISKS RELATING TO LENDERS & INVESTORS’ PLATFORM TOOLS

By using this website and its analytical tools, you acknowledge:

• Risk metrics, ratings, or analytic scores are automated, computer-generated outputs
• These metrics are not personalized advice and are not investment recommendations
• Lenders & Investors makes no warranty regarding the accuracy, suitability, or reliability of any rating, score, or metric
• You agree to indemnify and hold harmless Lenders & Investors and its affiliates for any reliance on these metrics

Investment decisions should not be based solely on platform analytics.

LENDERS AND INVESTORS, THANK YOU FOR YOUR BUSINESS