PROVISIONS GOVERNING THE USE OF THE FundEze SITE BY INVESTORS AND INVESTMENTS IN OFFERINGS

FundEze, Inc. operates this website, secure.www.fundeze.io (the “Site” or “Platform”), which facilitates securities offerings (the “Offerings”) by early-stage, start-up companies (“Startups”). The Offerings are made pursuant to Regulation D of the Securities Act of 1933 (“Reg D Offerings” or “Regulation D Offerings”).

Regulation D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act. Companies relying on the Rule 506 exemption can raise an unlimited amount of money. FundEze only offers Offerings under Rule 506(c) of Regulation D. Under Rule 506(c), a company can broadly solicit and generally advertise the offering but still be deemed to be making a private offering under Section 4(a)(2) if: (i) the investors in the offering are all accredited investors; and (ii) the company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports, and the like.

Each Startup is responsible for ensuring that it is in compliance with Rule 506(c) of Regulation D and that any information it posts on the Site is complete, accurate, and not otherwise misleading. Users of the Site acknowledge that FundEze is not obligated to and will not verify or investigate the accuracy and completeness of the offering material and other information posted on the Site. Users understand, acknowledge, and agree that other parties are relying on the statements made herein and that any willfully false statement is sufficient cause for removal from the Site, rejection of eligible investor status, along with other legal causes of action.

You are strongly encouraged to contact each Startup directly to discuss any questions regarding an offering or the business prospects of the Startup.

No Disqualifying Events

Each Startup represents and warrants that none of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Startup participating in the Offering, any investment managers and their principals, any beneficial owner of 20% or more of the Startup’s outstanding voting equity securities, calculated on the basis of voting power, any promoter (as defined in Rule 405 of the Securities Act) connected with the Startup in any capacity at the time of sale nor any compensated solicitor or any director, executive officer, other officer of the compensated solicitor participating in the Offering (each, a “Startup Covered Person” and collectively, “Startup Covered Persons”) is subject to any of the “Bad Actor” disqualifying events described in the applicable provisions of Regulation D under the Securities Act (a “Disqualifying Event”). Each Startup warrants and represents that it has exercised reasonable care to determine whether any Startup Covered Person is subject to a Disqualifying Event and will promptly notify FundEze and any subscribed investors in writing should any Disqualifying Events occur or prior Disqualifying Events come to the Startup’s notice, and immediately consult their legal counsel.

Your ability to participate in a particular Offering will depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this FundEze Investor Agreement, which includes, by reference, the FundEze Terms of Service (the “Terms of Service”) and the other agreements listed in Section 1 below (collectively, this “Agreement”), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered user of the Site (an “Investor”).

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TERMS OF THIS AGREEMENT

Table of Contents

1. General; Documents Incorporated by Reference into this Agreement
2. Agreements with respect to the Site and all Offerings
3. Agreements with respect to Reg D Offerings

1. GENERAL; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT

This Agreement between you and FundEze (“FundEze,” “we,” or “us”) sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services, and tools on the Site (the “Services”).

This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services (as those terms are defined in the Terms of Service). Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.

This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies, and procedures that may be published by FundEze from time to time on the Site, each of which is incorporated by reference and each of which may be updated by FundEze from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site home page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.

The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference:

• The Site’s Terms of Service;
• The information on the Site about the particular Startup (such information, the “Startup Information”);
• The FundEze Disclosure Statement, which sets forth general information about venture investments made through the FundEze Site;
• The Indication of Interest and Subscription Agreement (together, the “Subscription Agreement”) and any investment contract or other document(s) evidencing the rights and obligations associated with the Startup Security you are purchasing (collectively, the “Subscription Materials”), submitted by you with respect to a particular Offering (if applicable);
• The terms of each Offering (the “Offering Terms”) in which you invest, as provided to you and set forth in the applicable documents, which will include: (i) the Startup’s Disclosure Document; (ii) the Startup’s Summary of Terms; (iii) the Startup’s FundEze eProfile; and (iv) any other information provided to you with respect to an Offering or the Site via the Site.

You should carefully read each of the above documents before subscribing to an Offering. You alone are responsible for ensuring that you are aware of all the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with FundEze, and you are responsible for understanding the content of those agreements.

2. AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS

2.1 GENERAL ACKNOWLEDGMENTS

• You understand and acknowledge that FundEze is not responsible for any content on the Site provided by any third parties, including Startups, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by FundEze, and is not liable for any type of loss or damage associated with your use of the Site.
• You acknowledge that nothing on the Site constitutes a recommendation to buy securities or any other type of investment advice to you by FundEze, and any investment risk is solely your own. You are not a client of FundEze   l or any of its affiliates.
• You acknowledge that FundEze does not independently verify information regarding Startups or endorse any Startup for direct or indirect investment, and that information on the Site has been prepared without reference to your  investment requirements or financial situation. You agree to abide by this and other agreements between you and FundEze and service providers that govern or relate to your use of the Site or the services available on the Site.
• You understand that the Site offers different types of Offerings for investment, each of which currently operate under Regulation D but may operate under different regulatory regimes and requirements in the future, and that each type of Offerings may have its own unique risks and levels of regulatory involvement.
• You acknowledge that you have been provided access to additional sources of information regarding your investment in the Startup, including the information that is incorporated into this Agreement by reference, such as the Startup Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement.

2.2 CONFLICTS OF INTEREST ASSOCIATED WITH ALL OFFERINGS

 

You should note that we may have divergent interests and duties or responsibilities with respect to users that invest in the Offerings included on the Site. We perform services for various Offerings simultaneously. Our officers, directors, employees and agents may take actions in the performance of their duties to their other users of the Site that could differ from the timing and nature of action taken with respect to you or a Startup in which you invest.

2.3 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS

You should consult your own legal, tax and financial advisers regarding the suitability, desirability and appropriateness of purchasing securities through an Offering. You should also carefully consider the following risks prior to investing through an Offering:

2.3.1 Significant Risk of Loss; Not a Complete Investment Program

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment and who otherwise meet the conditions for eligibility set forth in this Agreement. A direct or indirect investment in a Startup is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

2.3.2 Startups Are Early Stage Venture Companies with High Risk of Failure

Startups are early stage venture companies. Venture investments involve a high degree of risk and many or most venture company investments lose money and fail at a particularly high rate. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

2.3.3 Lack of Operational Record

Each Startup will have limited or no operational record.

2.3.4 Limitation on Liability; Indemnification

This Agreement, including the Terms of Service and the Subscription Agreement, limit the liability of FundEze, and provide for indemnification in certain circumstances.

2.4 PRIVACY

FundEze maintains a Privacy Policy, which is available on the Site and incorporated into this Agreement.

2.5 USE OF NAME

You consent to the disclosure by FundEze of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by FundEze, you specifically consent to disclosure by FundEze to potential investors in a fundRaising that you have submitted a Subscription Agreement with respect to that fundRaising, and to disclosure by FundEze to any Startup or user, or combination of Startups or users, that you have invested in one or more Startups through the Site, and the number of such investments. You may withdraw this consent at any time by contacting FundEze.

2.6 ELECTRONIC COMMUNICATIONS

FundEze requires that you consent to delivery of all communications via electronic communications. Please see the Electronic Consent that is available on the Site and incorporated into this Agreement.

 

3. AGREEMENTS WITH RESPECT TO REG D OFFERINGS

3.1 GENERAL ACKNOWLEDGMENTS

You understand and acknowledge that while FundEze will verify such information to the extent required or permitted under applicable law, it may rely on the truthfulness of your representations regarding your income and net worth when determining whether to permit you to participate in a particular Offering. You understand that any investment you make in a Reg D Offering on the Site will be in a security of the particular Startup (“Startup Securities”), and that, although the Startups may utilize standard forms made available through the Site, neither FundEze nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Startup.

3.2 INVESTOR REPRESENTATIONS

You represent and warrant to FundEze that the answers you provided to the questions in the investor certification and questionnaire you provide in connection with creating an Account or subscribing to a particular Offering, along with verification (in a form acceptable by FundEze and any Startup) (the “Verification”) of your status as an accredited investor (as such term is defined under Rule 501 of Regulation D of the 1933 Act) (collectively, including such Verification, “Investor Certification”) page are correct and complete and may be relied upon by FundEze and its affiliates in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your entity, and not with the view to sell or otherwise distribute your investment in a Startup. You agree if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Certification to become untrue or misleading in any material respect or in the event the Verification of your status as an accredited investor becomes stale and may not be relied upon by FundEze, any Startup, or any of their respective affiliates, officers, directors, or employees, then prior to investing in Startups through the Site you will complete a new Investor Certification to determine if you are still eligible to invest in Startups listed on the Site. You acknowledge that Startups in which you invest may rely, and that FundEze, Startups, and their principals, affiliates, and other parties may rely, on the information you have provided in your Investor Certification to determine if you are eligible to invest in Startups. You represent that you have read and understand the risks contained in the Startup Information.

3.3 CHOOSING AND MAKING INVESTMENTS

3.3.1 Services of FundEze with Respect to Reg D Offerings

FundEze operates the Site that presents Reg D Offerings by Startups. Users that become Investors are not clients of FundEze. Although FundEze evaluates potential Startups, determines which Startups will be able to engage in Reg D Offerings on the Site, and matches Investors and Startups, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Startup or a recommendation that Investors invest in any particular Startup, and does not establish an advisory relationship between you and FundEze. 

For all Startups listed on the Site, FundEze performs a limited review of the information provided by each Startup to determine whether it is appropriate for inclusion on the Site. Neither FundEze nor any of its affiliates, officers, directors, employees, or agents undertake any assessment to confirm that the Startup complies with Regulation D. The information reviewed includes information regarding a Startup’s Disclosure Document, the Founders, business plan, and its current and anticipated resources. This review is not intended to verify any information provided by the Startups regarding their operations, assess the likelihood that a Startup will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither FundEze nor its affiliates perform any separate due diligence on the Startups either before or after they are listed on the Site.

You acknowledge that as a user of the Site, you are not a client of or in an investment advisory relationship with FundEze or any of its affiliates.

You also acknowledge that none of FundEze or its affiliates advises Investors on the merits of a particular investment or transaction or provides legal or transactional advisory services to Investors. The information, materials, and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Investors by FundEze or its affiliates to buy or sell any securities or other financial instruments. FundEze does not provide any legal, tax, investment, financial, or other advice to Investors. The content of the Site has been prepared without reference to any particular Investor’s investment requirements or financial situation; however, you expressly agree that the information, materials, and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.

3.3.2 Investments in Reg D Offerings through Startup Securities

In Reg D Offerings, FundEze provides Startups an opportunity to raise funds by allowing Investors who qualify as accredited investors to invest directly in Startups seeking capital from accredited investors. Your direct investment in the Startup will not be managed or supervised by FundEze or any of its affiliates in any respect. Any transaction in the securities of a Startup will be negotiated and effected directly between you and the Startup. None of FundEze, its affiliates, or any third-party service provider will collect or hold funds for investment in the Startup in Reg D Offering, and the sole involvement of FundEze or its affiliates with respect to such Offerings will be (1) hosting the Startup Information on the Site; (2) matching the Investors with Startups; (3) disclosure to the Startup of an Investor’s indication of interest to invest directly in the Startup; and (4) the provision of information regarding the Investor to the Startup.

Investors participating in Reg D Offerings will invest in Startup Securities, which currently will be limited to debt securities (but may also include equity securities) issued by the Startup. The terms of the Startup Securities purchased in Reg D Offerings may vary depending on the type of security offered by a Startup. Investors should carefully consider the terms of the Startup Securities in which they invest and read the educational materials available on the Site about each type of security.

The terms of your investment in the Startup will be set forth in the Startup Information and will be governed by the Subscription Agreement and any other documents included in the Subscription Materials between you and the Startup. The Startup may reject your investment for any reason or for no reason at its discretion. Once you complete and submit your Subscription Materials, you will be asked to transfer funds from your bank or another type of account into a bank account maintained by a bank for the benefit of the Startup and other Startups raising funds through FundEze. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your Subscription Materials, your investment in the Startup may not be processed. To the extent the number of investors in a Startup is capped by the Startup, Investors who have submitted Subscription Materials and transferred the required funds will be given preference over those who have only submitted Subscription Materials. If your investment is rejected, your funds will be returned to you without interest.

Your investment in Startup Securities may only be processed if a predetermined minimum amount of funds are raised from Investors on the Site in a particular Reg D Offering during the fundraising period (the “Funding Target”). The Funding Target is established by the Startup conducting the Reg D Offering. Funds designated for investment in a Startup will not be invested in the Startup until and unless the Funding Target is reached. If the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the fundraising period. FundEze may close the fundraising period at any time after the Funding Target has been reached and may consult with the Startup to determine whether, and for how long, the fundraising period will remain open. FundEze may also enter into an agreement with a Startup to close a fundraising period once a certain amount of funds have been raised (the “Maximum Amount”), or after the fundraising period has been open for a predetermined period of time. If the value of the funds raised from Investors exceeds the Maximum Amount, the amounts in excess of the Maximum Amount will be returned to investors without interest in a manner determined by FundEze in its sole discretion. You will receive notice from FundEze when a Regulation D Offering for which you have submitted Subscription Materials has closed, and whether your subscription in the Startup will be processed. After issuance of the notice and prior to the closing, you will be required to confirm the information in your Subscription Materials. Upon closing, each investor who becomes an investor in the Startup conducting the Offering will be deemed to have again entered into the Subscription Agreement and other documents in the Subscription Materials, including (without limitation) to have agreed to each representation therein.

You may revoke your investment in a Startup during the fundraising period by providing notice to FundEze as provided on the Site. You may also revoke your investment for an additional 48 hours after receiving notice that a fundraising period has closed. Forty-eight hours after you have received notice that a fundraising period has closed, or at any time thereafter, at the Startup’s discretion, your investment in the Startup will be processed. Neither FundEze nor any of its affiliates will take physical custody of your funds.

You acknowledge that none of FundEze, any of their affiliates, or any third party has represented to you that securities of any Startup are being sold on an “all or none” basis. You acknowledge that, if the Funding Target is not reached, your funds will be returned to you without interest within 7 days of the termination of the fundraising period.

3.3.3 Limitation on Subscriptions

You acknowledge that no Startup for which you submit Subscription Materials has any obligation to accept your investment, and that any fraction of the investment amount stated on the investment page of the Site and/or in the Subscription Materials may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Startup.

3.3.4 Limitation of Liability and Indemnification

The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of FundEze and/or its affiliates, and provide for indemnification in certain circumstances. You acknowledge that FundEze and any of its affiliates, or any member, manager, or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Startup or other third party or developed in reliance on information provided by a Startup. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by FundEze or any of its affiliates (or members, managers, or employees). You acknowledge that the information regarding Startups presented on the Site is provided by the Startups and not by FundEze or any of its affiliates. You acknowledge that none of FundEze, its affiliates, or its members, managers, or employees approves or reviews information prepared or supplied by a Startup or otherwise undertakes any due diligence with respect to a Startup and shall not be liable with respect to the past, present, or future performance or non-performance by a Startup of the activities described in such information. You acknowledge that you understand that the information provided by companies on the Site may not be sufficient or suitable to support an informed investment decision.

3.3.5 Fees Charged in Respect of Reg D Offerings

FundEze does not currently charge any fees to an Investor who invests in a Reg D Offering.

3.3.6 Subscribing for Startup Securities

The Startup Securities offered to Investors in Reg D Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Startups will generally set a minimum subscription amount for investment for each fundraising period.

3.3.7 Investor Eligibility Requirements

In accordance with Regulation D requirements, you are not permitted to participate in a Reg D Offering through the Site unless you qualify as an accredited investor (as defined in Rule 501 of Regulation D promulgated under the Securities Act) and such status has been appropriately verified by the Startup.

3.4 RISKS ASSOCIATED WITH REG D OFFERINGS

You should consult your own legal, tax, and financial advisers regarding the suitability, desirability, and appropriateness of purchasing Startup Securities. You should also carefully consider the following risks prior to investing in a Startup:

3.4.1 General

An investment in a Startup involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment, and who have submitted sufficient verification of their status as an accredited investor (as defined under Reg D). An investment in a Startup is not intended as a complete investment program. Startups are early-stage venture companies. Venture investments involve a high degree of risk and many or most venture investments lose money. You may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.

3.4.2 No Guarantee of Investment Returns

None of FundEze nor any of its affiliates guarantees the future performance or financial results of any Startup, and an investment in a Startup may result in a gain or loss upon termination or liquidation of your investment.

3.4.3 Restrictions on Resale or Transfer

The Startup Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Startup Securities purchased through the Site in Reg D Offerings cannot be resold, pledged, assigned, or otherwise disposed of unless they are so registered or an exemption from registration is available. Startups may impose additional transfer restrictions on the Startup Securities. There is no market for the sale of Startup Securities, and there is no guarantee that a market will develop in the future for the Startup Securities you purchase. The Startup is not required to register the Startup Securities. Unless a Startup’s securities are registered with the SEC and any required state authorities, or an appropriate exemption from registration is available, you will be unable to liquidate your Startup Securities, even though your personal financial condition may dictate such liquidation. Moreover, the resale of any Startup Securities will generally be subject to Section 4(a)(7) of the 1933 Act or Rule 144 of the 1933 Act. Therefore, if you require liquidity in your investment, you should not invest in a Startup.

3.4.4 No Control Over Management of the Startups

You will not have any right to manage, influence, or control the management or operations of Startups. In particular, if you purchase debt securities you will not have, or, in the event you are purchasing voting equity securities, will likely have only limited, voting rights associated with your Startup Securities, but in any event will not have voting powers to direct the management decisions of the Startup. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Startup investment depends on the ability and success of the management of the Startup, in addition to economic and market factors.

3.4.5 No Control Over Startup Future Valuation

Valuations may fluctuate considerably and the price paid for Startup Securities by you may bear limited or no relationship to future valuations of the Startup’s securities in any market that may develop for such securities, whether private or public.

3.4.6 Limited Information About Startups

Due to the nature of private companies, there may be limited information—financial, operating, or otherwise—regarding each Startup. Any decision to purchase Startup Securities must be made without certainty of the Startup’s financial and operating data. In the context of other investment decisions, such data might be a necessary part of an investor’s appraisal of the advisability of making an investment in the Startup. Investors considering an investment in a Startup must be aware that there is a risk that: (i) there are facts or circumstances pertaining to a Startup that the public and you are not aware of, and (ii) publicly available information and information on the Site concerning the Startup upon which you rely may prove to be inaccurate, and, as a result, you may suffer a partial or complete loss of the investment.

You should read and understand the risk factors contained in the Startup Information, including the [Disclosure Document], before investing in Startup Securities. Each Startup is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Startup Securities. Neither FundEze nor any of its affiliates has any ability to assure, and has not in any way assured, that any or all such risk factors, conflicts of interest, and other disclosures have been presented fully and fairly, or that all applicable risk factors or conflicts of interests have been presented at all.

3.4.7 No Assurance of Profit

An investment in Startup Securities may not generate profits for you. A return on investment will depend upon successful liquidity of a Startup’s securities and thus, the ultimate value of any investment depends upon factors beyond your or FundEze’s control. You will typically not receive returns, if any, until a liquidity event, which may not occur for many years. You must therefore bear the economic risk of an investment for an indefinite period of time.

3.4.8 Direct Investment in Startups in Reg D Offerings

In Reg D Offerings, Investors will invest directly in the securities of Startups. The Startup will not be managed by FundEze or any of its affiliates in any respect. The terms of any investment in a Startup effected through a Reg D Offering will be set by the Startup, and to the extent any negotiation occurs, it will be solely between an Investor and the Startup.

3.4.9 Lack of Regulatory Oversight of Reg D Offerings and Offering Materials

Offering documents provided by Startups engaging in Reg D Offerings are not required to be reviewed by, and are not reviewed by, the SEC or any other federal or state regulatory body. The Startup Securities in which you invest have not been registered under the 1933 Act or any other law of the United States, or under the securities laws of any state or other jurisdiction. FundEze is not registered as an investment adviser with the SEC or any state or other jurisdiction.

3.4.10 An Investment in a Startup Does Not Offer a Complete Investment Program

An investment in a Startup is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.

3.4.11 Possibility of Phantom Income

It is possible that your investment will result in “phantom income,” which could require you to pay taxes on your investment even though the Startup does not distribute any income (or does not distribute sufficient income to pay the taxes).

3.4.12 Other Specific Risks Associated with Investing in a Particular Startup May Not Be Disclosed by the Startup

Each Startup will disclose in the Startup Information the particular risks associated with an investment in the Startup. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING AND REDEEMING STARTUP SECURITIES.

3.5 EMPLOYEE BENEFIT PLAN CONSIDERATIONS

Individual retirement accounts (“IRAs”) are “benefit plan investors,” as that term is defined by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). We do not currently permit investments through IRAs.