How We Screen and Don’t Screen Issuers

Under regulations issued by the SEC, we are required to:

• Have a “reasonable basis” for believing that every Issuer on our Platform is eligible to offer its Securities on our Platform and is complying with Title III. We might perform our own due diligence, but we are generally allowed to rely on the representations of the Issuer.

• Have a “reasonable basis” for believing that every Issuer on our Platform has established means to accurate records of the holders (owners) of its Securities. Again, we might perform our own due diligence, but we are generally allowed to rely on the representations of the Issuer.

We are required to deny access to the Platform to any Issuer if:

• We have a “reasonable basis” for believing that an Issuer or any of its officers, directors, or beneficial owner of 20% or more of its outstanding voting securities is subject to disqualification under the rules discussed under “Disqualification of Issuers” below. We are not allowed to rely solely on the Issuer’s representations to form this “reasonable belief,” but must conduct background checks with third parties.

• We have a “reasonable basis” for believing that the Issuer or the offering presents the potential for fraud or otherwise raises concerns about investor protection, or we can’t effectively assess the risk.

We will comply with all of those requirements. But – and this is very important – we are not required to conclude that Issuers on our Platform represent good investments for investors. In fact, we are not even allowed to tell you if we think that one Issuer is a better investment than another Issuer. You have to make those decisions on your own.

Disqualification of Issuers

Title III may not be used if the Issuer or certain other people have been the subject of certain disqualifying events during the last 10 years.

The “certain other people” are:

• Any predecessor of the Issuer;

• Any director, officer, general partner, or manager of the Issuer;

• A person owning 20% or more of the Issuer’s voting power;

• Any promoter associated with the Issuer;

• Any person who will be paid for soliciting investors; and

• Any general partner, director, officer, or manager of such a solicitor.

The “certain disqualifying events” include a long list of events, all involving improper actions in the securities business – for example, the conviction of a felony or misdemeanor in connection with the purchase or sale of any security, or the loss of license of a securities broker for misconduct. As explained above, we will conduct background checks before allowing an Issuer to list on our Platform.

Promoters Disclosure

An Issuer might hire a public relations firm or other third party to promote the Issuer’s offering on the Platform – for example, by talking about the offering in our discussion forums. Or an employee or founder of the Issuer might do the same thing.

In either case, the person doing the promoting must identify himself or herself on the Platform and disclose that he or she is engaged in promotional activity. In the case of a third party, the third party must also disclose that it is being paid for its promotional activity.

Many of the Securities listed on our Platform are speculative and involve significant risk, including the risk that you could lose some or all of your money. We’ve described some of the factors that make these investments risky in four ways:

1. Because many of the opportunities on our Platform will be in the water infrastructure sector, we’ll describe risks common to that industry.

2. Many of the opportunities on our Platform will be in startup or early-stage companies. We’ll describe risks common to those companies.

3. We’ll describe risks common to many of the companies on the Platform, not covered in the water infrastructure or startup categories.

4. We’ll describe risks associated with particular kinds of securities (e.g., debt securities or equity securities).

The order in which these factors are discussed, either here or in the Issuer’s materials, is not intended to suggest that some factors are more important than others. Finally, when you review a particular investment opportunity, the Issuer will also provide a list of risks specific to that opportunity.

RISKS COMMON TO COMPANIES ON THE PLATFORM, GENERALLY

Reliance on Management: Most of the time, the securities you buy through our Platform will not give you the right to participate in the management of the company. Furthermore, if the founders or other key personnel of the issuer were to leave the company or become unable to work, the company (and your investment) could suffer substantially. Thus, you should not invest unless you are comfortable relying on the company’s management team. You will almost never have the right to oust management, no matter what you think of them.

Inability to Sell Your Investment: The law prohibits you from selling your securities (except in certain very limited circumstances) for one year after you acquire them. Even after that one-year period, a host of Federal and State securities laws may limit or restrict your ability to sell your securities. Even if you are permitted to sell, you will likely have difficulty finding a buyer because there will be no established market. Given these factors, you should be prepared to hold your investment for its full term (in the case of debt securities) or indefinitely (in the case of equity securities).

The Issuer Might Need More Capital: An issuer might need to raise more capital in the future to fund new product development, expand its operations, buy property and equipment, hire new team members, market its products and services, pay overhead and general administrative expenses, or a variety of other reasons. There is no assurance that additional capital will be available when needed, or that it will be available on terms that are not adverse to your interests as an investor. If the company is unable to obtain additional funding when needed, it could be forced to delay its business plan or even cease operations altogether.

Changes in economic conditions could hurt an issuer’s businesses: Factors like global or national economic recessions, changes in interest rates, changes in credit markets, changes in capital market conditions, declining employment, decreases in real estate values, changes in tax policy, changes in political conditions, and wars and other crises, among other factors, hurt businesses generally and start-up companies in particular. These events are generally unpredictable.

No Registration Under Securities Laws: The securities sold on our Platform will not be registered with the SEC or the securities regulator of any State. Hence, neither the companies nor their securities will be subject to the same degree of regulation and scrutiny as if they were registered.

Incomplete Offering Information: Title III does not require us or the issuer to provide you with all the information that would be required in some other kinds of securities offerings, such as a public offering of shares (for example, publicly-traded firms must generally provide investors with quarterly and annual financial statements that have been audited by an independent accounting firm). Although Title III does require extensive information, as described above, it is possible that you would make a different decision if you had more information.

Lack of Ongoing Information: Companies that issue securities using Title III are required to provide some information to investors for at least one year following the offering. However, this information is far more limited than the information that would be required of a publicly-reporting company; and the company is allowed to stop providing annual information in certain circumstances.

Breaches of Security: It is possible that our systems would be “hacked,” leading to the theft or disclosure of confidential information you have provided to us. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our vendors may be unable to anticipate these techniques or to implement adequate preventative measures.

Uninsured Losses: A given company might not buy enough insurance to guard against the risks of its business, whether because it doesn’t know enough about insurance, because it can’t afford adequate insurance, or some combination of the two. Also, there are some kinds of risks that are simply impossible to insure against, at least at a reasonable cost. Therefore, any company could incur an uninsured loss that could damage its business.

The Owners Could Be Bad People or Do Bad Things: Before we allow a company on our Platform, we run certain background checks, include criminal background checks. However, there is no way to know for certain that someone is honest, and even generally honest people sometimes do dishonest things in desperate situations – for example, when their company is on the line, or they’re going through a divorce or other stressful life event. It is possible that the management of a company, or an employee, would steal from or otherwise cheat the company, and you.

Unreliable Financial Projections: Issuers might provide financial projections reflecting what they believe are reasonable assumptions concerning their businesses. However, the nature of business is that financial projections are rarely accurate, not because issuers intend to mislead investors but because so many things can change, and business is so difficult to predict.

Limits on Liability of Company Management: Many companies limit the liability of management, making it difficult or impossible for investors to sue managers successfully if they make mistakes or conduct themselves improperly (not all liability can be waived, however). You should assume that you will never be able to sue the management of any company, even if they make decisions you believe are stupid or incompetent.

Changes in Laws: Changes in laws or regulations, including but not limited to zoning laws, environmental laws, tax laws, consumer protection laws, securities laws, antitrust laws, and health care laws, could adversely affect many companies.

Conflicts of Interest with Us: In most cases, we make money as soon as you invest. You, on the other hand, make money only if your investments turn out to be successful. Or to put it a different way, at least in the short term it is in our interest to have you invest as much as possible in as many companies as possible, even if they all fail and you lose your money.

Conflict of Interest with Companies and their Management: In many ways your interests and the interests of company management will coincide: you both want the company to be as successful as possible. However, your interests might be in conflict in other important areas, including these:

• You might want the company to distribute money, while the company might prefer to reinvest it back into the business.

• You might wish the company would be sold so you can realize a profit from your investment, while management might want to continue operating the business.

• You would like to keep the compensation of managers low, while managers want to make as much as they can.

Lack of Professional Advice: Because of the limits imposed by law, you might invest only a few hundred or a few thousand dollars in a given company. At that level of investment, you might decide that it’s not worthwhile for you to hire lawyers and other advisors to evaluate the company. Yet if you don’t hire advisors, you are in many respects “flying blind” and more likely to make a poor decision.

Your Interests Aren’t Represented by Our Lawyers: We have lawyers who represent us, and most of the companies on the Platform also have lawyers, who represent them. These lawyers have drafted the Terms of Use and Privacy Policy on the Site, and will draft all the documents you are required to sign. None of these lawyers represents you personally. If you want your interests to be represented, you will have to hire your own lawyer, at your own cost.

Our issuers may not realize traditional “exit” opportunities: Traditionally, one of the key means by which early-stage investors such as venture capital firms make money investing in startups is through an “exit,” such as an initial public offering (IPO), a sale of the company to a larger competitor, or a subsequent financing round. Title III crowdfunding is a new paradigm and no one knows yet exactly what, if any, exit opportunities will be available to early investors.

Equity Comes Last in the Capital Stack: The holders of the equity interests stand to profit most if the company does well, but stand last in line to be paid when the company dissolves. Everyone – the bank, the holders of debt securities, even ordinary trade creditors – has the right to be paid first.

In Most Cases, You Will Be A Minority Investor: Investors will typically be “minority” owners of companies on the Platform, meaning that other parties will have complete voting and managerial control over the company. As a minority stockholder, you typically will not have the right or ability to influence the direction of the company. You will generally be a passive investor. In some cases, this may mean that your securities are treated less preferentially than those of larger security holders.

Possible Tax Cost: Many of the companies on the Platform will be limited liability companies. In almost every case these limited liability companies will be taxed as partnerships, with the result that their taxable income will “flow through” and be reported on the tax returns of the equity owners. It is therefore possible that you would be required to report taxable income of a given company on your personal tax return, and pay tax on it, even if the company doesn’t distribute any money to you. To put it differently, your taxable income from a limited liability company is not limited to the distributions you receive.

Your Interest Might Be Diluted: As an equity owner, your interest will be “diluted” immediately, in the sense that (1) the “book value” of the company is very likely to be lower than the price you are paying, and (2) the founder of the company, and possibly others, bought their stock at a lower price than you are buying yours. Your interest could be further “diluted” in the future if the company sells stock at a lower price than you paid.

Future Investors Might Have Superior Rights: If the company needs more capital in the future and sells stock to raise that capital, the new investors might have rights superior to yours. For example, they might have the right to be paid before you are, to receive larger distributions, to have a greater voice in management, or otherwise.

Dilution of Voting Rights: Even if you have any voting rights to begin with (and many of the equity securities offered on the Platform will have no voting rights), these rights will be diluted if the company issues additional equity securities. Our companies will not be subject to the corporate governance requirements of the national securities exchanges: Any company whose securities are listed on a national stock exchange (for example, the New York Stock Exchange) is subject to a number of rules about corporate governance that are intended to protect investors. For example, the major U.S. stock exchanges require listed companies to have an audit committee made up entirely of independent members of the board of directors (i.e., directors with no material outside relationships with the company or management), which is responsible for monitoring the company’s compliance with the law. Companies listed on our Platform typically will not be required to implement these and other stockholder protections.

RISKS ASSOCIATED WITH EARLY STAGE COMPANIES

Early-Stage Companies Face Significant Challenges: Investing in early-stage companies is not like investing in mature, publicly-traded companies with professional management and predictable cash flows. Many of our companies on our Platform are still in the design stage and have not even finished creating their product or service. While these companies may have talented founders and innovative business plans, like any new business they will face significant challenges in turning those plans into profits, including:

• Understanding the marketplace and accurately identifying opportunities for growth;

• Developing new products and services;

• Developing their brands;

• Responding effectively to the offerings of existing and future competitors;

• Attracting, retaining, and motivating qualified executives and personnel;

• Implementing business systems and processes, including technology systems;

• Raising capital;

• Controlling costs;

• Managing growth and expansion;

• Implementing adequate accounting and financial systems and controls; and,

• Dealing with adverse changes in economic conditions.

Unfortunately, the reality is that a significant number of early-stage companies simply never overcome these challenges.

Issuers Often Experience Years Of Operating Losses: Most early-stage or start-up businesses can expect to incur substantial operating losses for the foreseeable future, as they develop their products and services and build out their operations. Even if a company is able to operate successfully, it may take several years before the company can generate any return for investors (if at all).

Accurately Assessing The Value Of A Private Start-Up Company Is Difficult: Putting a value on a security issued by privately held startup or early-stage company is extremely difficult. In almost all instances, the offering price and other terms of the securities sold on our Platform were determined arbitrarily by company, and bear no relationship to established criteria of value such as the assets, earnings, or book value of the company.

Lack of Professional Management: Most early-stage companies are managed by their founders. Very often the founder of a company is very strong in one area – for example, she might be an extremely effective salesperson or a terrific software engineer – but lacks experience or skills in other critical areas. It might be a long time before (1) a startup can afford to hire professional management, and (2) the founder recognizes the need for professional management. In the meantime, the company and its investors could suffer.

Lack of Access to Capital: Small companies have very limited access to capital, a situation that Title III Funding Portals hope to improve but cannot fix entirely. Frequently these companies cannot qualify for bank loans, leaving the company to live off the credit card debt incurred by the founder. Capital is the oxygen of any business, and without it a business will eventually suffocate and fail.

Limited Products and Services: An early-stage company typically starts off selling only one or two products or services, making it vulnerable to changes in technology and/or customer preferences.

Limited Distribution Channels: An early-stage company can find it very difficult to penetrate established distribution channels. For example, a small company with only one or two products will find it very difficult to get into large retailers like Walmart.

Lack of Accounting Controls: Larger companies typically have in place strict accounting controls to prevent theft and embezzlement. Early-stage companies typically lack these controls, exposing themselves to additional risk.

Unproven Business Models: By definition, many early-stage companies are trying to introduce new products or services, or providing existing products or services in new ways. If they are successful, the rewards can be enormous. But consumer behavior is very difficult to change, and successful business models are very difficult to build. Often, a business model that looks promising on paper does not work out in practice.

No Ongoing Distributions: Typically, early-stage companies do not pay dividends. Any money available is reinvested back into the business, rather than distributed to investors.

RISKS ASSOCIATED WITH REVENUE SHARING INVESTMENTS

Revenue-based financing is essentially a form of debt financing. In other words, it is a loan with a promissory note where repayment of the loan is tied to a percentage of the company’s revenue. Instead of repayment being measured in a fixed interest percentage of the loan amount, the return amount is negotiated and that amount is paid through the agreed-upon percentage of revenue. The risks associated revenue sharing notes include, the risk that the security will not produce the anticipate return in that the issuer will not receive enough revenue to make payments to investors. Other risks include the risk of loss of principal amount invested, interest rate risk as well as credit and default risk, which is detailed in the Risks Associated with Debt Securities subsection that follows.

RISKS ASSOCIATED WITH DEBT SECURITIES

You Have No Upside: As a creditor of the company, the most you can hope to receive is your money back plus interest. You cannot receive more than that even if the company turns into the next Facebook.

You Do Have a Downside: Conversely, if the company loses enough value, you could lose some or all of your money.

Subordination To Rights Of Other Lenders: Typically, when you buy a debt security on our Platform, while you will have a higher priority than holders of the equity securities in the company, you will have a lower priority than some other lenders, like banks or leasing companies. In the event of bankruptcy, they would have the right to be paid first, up to the value of the assets in which they have security interests, while you would only be paid from the excess, if any.

Lack of Security: Sometimes when you buy a debt security on our Platform, it will be secured by property, like an interest in real estate or equity. Other times it will not. Issuers typically will not have third party credit ratings: Credit rating agencies, notably Moody’s and Standard & Poor’s, assign credit ratings to debt issuers. These ratings are intended to help investors gauge the ability of the issuer to repay the loan. Companies on our Platform generally will not be rated by either Moody’s or Standard & Poor’s, leaving investors with no objective measure by which to judge the company’s creditworthiness.

Interest Rate Might Not Adequately Compensate You for Risk Level: Theoretically, the interest rate paid by a company should compensate the creditor for the level of risk the creditor is assuming. That’s why consumers generally pay one interest rate, large corporations pay a lower interest rate, and the Federal government (which can print money if necessary) pays the lowest rate of all. However, the chances are very high that when you lend money to a company on the Platform (buying a debt security is the same as lending money), the interest rate will not really compensate you for the level of risk.

Credit and Default Risk: These risks are associated with whether the Issuer of the security will continue to be able to pay its debt, including any stated interest rate or return the principal amount invested to the respective investor.

RISKS ASSOCIATED WITH CALLABLE SECURITIES

A Call of the Security Might Deprive You of Upside: Suppose you buy common stock that can be “called” by the company after three years. If the company is doing poorly, the company probably won’t call the stock. But if the company is doing well, the company probably will call the stock. Even if the company pays you the then-current value of the stock, you might be deprived of the long-term upside potential.

RISKS ASSOCIATED WITH WATER INFRASTRUCTURE PROJECTS INVOLVING PUBLIC-PRIVATE PARTNERSHIPS

Seasonality of Sales and Weather Conditions: Demand for residential water supply products, infrastructure, agricultural products and end-user demand for pool equipment follow warm weather trends and are at seasonal highs. Seasonal effects may vary from year to year and are impacted by weather patterns, particularly by temperatures, heavy flooding and droughts.

Residential and Non-Residential Construction Activity is Cyclical and Influenced by Many Factors, and Any Reduction in the Activity in One or Both of These Markets Could Have A Material Adverse Effect on the Issuers Using this Portal: Demand for a water services company’s products is closely tied to residential construction, non-residential construction, and infrastructure activity in the United States and in certain other foreign jurisdictions. The construction industry and related markets are cyclical and have in the past been, and may in the future be, materially and adversely affected by general economic and global financial market conditions. No company can control the foregoing factors and, although construction activity and related spending levels have increased in recent years, there is still uncertainty regarding whether the recovery will be sustained, and there can be no assurances that there will not be any future downturns.

The Water Services Industry is Subject to Risks and Costs Associated With Wastewater Operations: Wastewater treatment involves various unique risks. If a company’s treatment systems fail or do not operate properly, or if there is a spill, untreated or partially treated wastewater could discharge onto property or into nearby streams and rivers, causing various damages and injuries, including environmental damage. Liabilities resulting from such damages and injuries could materially adversely affect a water services company’s business, financial condition, results of operations or prospects.

Hazards Related to Personal Injury or Property Damage and Increase in Operating Costs May Exceed the Coverage of Insurance or for Which They are Not Insured: Water services companies are exposed to risks posed by severe weather and other natural disasters, such as hurricanes and earthquakes. In addition to natural risks, hazards (such as fire, explosion, collapse or machinery failure) are inherent risks in a company’s operations which may occur as a result of inadequate internal processes, technological flaws, human error or certain events beyond their control. The hazards described above can cause significant personal injury or loss of life, severe damage to or destruction of property, plants and equipment, including customer or third-party property, contamination of, or damage to, the environment and suspension of operations. The occurrence of any of these events may result in the company being subject to investigation, required to perform remediation or named as a defendant in lawsuits asserting claims for substantial damages, environmental cleanup costs, personal injury, natural resource damages and fines or penalties. Although a company may have liability insurance, it cannot be certain that this insurance coverage will continue to be available to them at a reasonable cost or will be adequate to cover any product liability claims.

The Water and Wastewater services Industries are Substantially Dependent on Municipal Government Spending: Many water services customers are municipal governmental agencies and, as such, these companies are dependent on municipal spending. Spending by these municipal customers can be affected by local political circumstances, budgetary constraints and other factors. A decrease in municipal spending on such projects would adversely impact a water services company’s revenues, results of operations and cash flows.

Reliance on Public Private Partnerships (P3s): Many water services companies rely on P3s for their business and operations which are not as commonly used in the United States as they are in other countries around the world. The use of P3s has begun to rise in the United States but the federal and local governments in the United States may still be resistant to using P3s for national security purposes, to increase government revenue, or to decrease the cost of use to the public.

Reliance on P3 Enabling Legislation: Although the use of P3s in the United States is rising, the future of the water services industry is dependent on national and state governments implementing P3 enabling legislation in the future which will make such arrangements more accessible and less expensive.

Structuring P3 Arrangements is Expensive and Time-Consuming: If P3 enabling legislation is not created by national and state governments then these arrangements are unlikely to become standardized. As a result, Companies in the water services industry may spend significant resources structuring these arrangements and may not be able to enter into P3 agreements on favorable terms or at all.

Reliance on the Cost and Availability of Raw Materials: Company’s operating in the water services industry require substantial amounts of raw materials, including bronze, brass, cast iron, stainless steel and plastic. The costs of raw materials may be subject to change due to, among other things, interruptions in production by suppliers and changes in exchange rates and worldwide price and demand levels. A company’s inability to obtain supplies of these raw materials at favorable costs could have a material adverse effect on their business, financial condition or results of operations.

Environmental Risks: Under Federal and State laws, a current or previous owner or operator of real estate may be required to remediate any hazardous conditions without regard to whether the owner knew about or caused the contamination. Similarly, the owner of real estate may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination. Companies on our Platform engaged in waste recycling and/or water treatment processes could additionally be liable or incur reputational damage if there were to merely generate hazardous materials or wastes, or arrange for their transportation, disposal or treatment, or transport such materials, and they are subsequently released or cause harm, or if some other entity conducted such activities and by virtue of an acquisition, under applicable law we are a successor to that entity. The cost of investigating and remediating environmental contamination can be substantial, even catastrophic.

Environmental Protection: Almost all water infrastructure projects are subject to extensive laws and regulations relating to environmental protection, which can change at any time and must be complied with. These laws and regulations can result in the imposition of substantial fines and sanctions for violations and could, in certain instances, require the installation of pollution control equipment or operational changes to limit pollution emissions and/or decrease the likelihood of accidental hazardous substance releases. Complying with all of these rules can add significant time and costs to a project.

Changing Environmental Laws and Regulation: Many water infrastructure projects on the Platform will be dependent on the impact and timing of potential new water laws and regulations, such as those relating to water quality, and tax credits and incentives, as well as potential changes to existing laws and regulations. Particularly now with the Trump Administration in office since January 2017, if stricter laws or regulations are delayed or are not enacted, or repealed or amended to be less strict, or enacted with prolonged phase-in periods, or not enforced, water infrastructure related projects, services and related businesses offering solutions may suffer increase costs, or may even be deemed economically unfeasible.

ADA Compliance: The Americans with Disabilities Act of 1990 (the “ADA”) requires all public buildings to meet certain standards for accessibility by disabled persons. Complying with the ADA can add significant time and costs to a project. Casualty Losses: A fire, hurricane, mold infestation, or other casualty could materially and adversely affect the operation of a companies on the Platform.

Risks Associated with Development and Construction: Some companies on the Platform might be engaged in development and construction. Development and construction can be time-consuming and are fraught with risk, including the risk that projects will be delayed or cost more than budgeted.

Liability for Personal Injury: If a company is an employer, it might be sued for injuries that occur in or outside its properties, e.g., “slip and fall” injuries. Water infrastructure development activities also create a risk of contamination or injury to employees, customers or third parties, from the use, treatment, storage, transfer, handling and/or disposal of certain materials, and these activities could result in accidental contamination or injury to the general public, as end-users of our industrial and municipal customers' products and services.

How much you can invest in any 12-month period depends on a combination of your annual income and net worth (not including the value of your primary residence if you own a home).

Each time you begin a Regulation Crowdfunding investment commitment, you will be asked to confirm your annual income, your net worth, and the total Regulation Crowdfunding investments you have made in the previous 12-months. On the basis of that information, the platform automatically calculates your limit.

If either your annual income or your net worth is less than $124,000, you can invest up to the greater of either $2,500 or 5% of the greater of your annual income or net worth during any 12-month period.

If both your annual income and your net worth are equal to or more than $124,000 then you can invest up to 10% of annual income or net worth, whichever is greater up to a maximum of $124,000 during any 12-month period.

You and your spouse may combine your incomes and assets for purposes of determining how much you may invest, although if you do so, you will be treated as a single investor for purposes of determining how much either of you may invest.

Remember, Title III limits how much you can invest every year – not only in any one company, or through any one Funding Portal, but also in all companies through all Funding Portals. These limits apply only to your investments under Title III, however.

EXAMPLE: Investor Smith earns $100,000 per year and has a net worth of $150,000. Investor Smith makes his first Title III investment on December 1, 2017, investing $7,500 in Company X. On November 27, 2018 Investor Smith would like to make his second Title III investment, investing $5,000 in Company Y. But he can’t; he can invest only $2,500 in Company Y. But he could invest $2,500 in Company Y on November 27, 2018 and another $2,500 (actually, up to another $10,000, if he wanted to) on December 1, 2017. You can more examples in the SEC Investor Bulletin.

These limits apply to everyone except “accredited investors". For accredited investors, this limit has been removed.

The definition of an “accredited investor” can be found in Rule 215 and Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (Securities Act).

Currently, Federal securities laws define the term Accredited Investor as:

• A natural person whose individual net worth or joint net worth with my spouse, at the time of the purchase of the units, exceeds One Million Dollars ($1,000,000), excluding consideration of equity in my primary residence and after having deducted any negative equity in my primary residence or any indebtedness that I have incurred on my primary residence within the sixty (60) days prior to subscribing to this Offering; or

• A natural person who had individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two (2) most recent years or joint income with my spouse in excess of Three Hundred Thousand Dollars ($300,000) in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

• A bank, insurance company, registered investment company, business development company, or small business investment company; or

• A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended; or

• An investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; or

• An investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940; or

• A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, that has total assets in excess of $5,000,000; or

• A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; or

• An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of Five Million Dollars ($5,000,000); or

• A charitable organization, corporation, or partnership with assets exceeding Five Million Dollars ($5,000,000); or

• A director, executive officer, or general partner of the company selling the securities; or

• A natural person who holds, in good standing, one of the following professional licenses: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65); or

• A business in which all the equity owners are Accredited Investors; or

• A private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

• A corporation, Massachusetts or similar business trust, partnership, or limited liability company or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, that was not formed for the specific purpose of acquiring the units, and that has total assets in excess of $5 million; or

• A trust with assets in excess of Five Million Dollars ($5,000,000) that was not formed to acquire these units; or

• An entity of a type not listed above, that is not formed for the specific purpose of acquiring the units and owns investments in excess of $5,000,000. For purposes of this clause, "investments" means investments as defined in Rule 2a51-1(b) under the Investment Company Act of 1940; or

• A family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, that (i) has assets under management in excess of $5,000,000; (ii) is not formed for the specific purpose of acquiring the units and (iii) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment; or

• A family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the above-mentioned requirements and whose prospective investment in the Company is directed by a person who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment.

During the investment transaction process, investors will have the opportunity to request to invest as an accredited investor. Any investor who invests under the accreditation rules will be required to provide verification demonstrating qualifications prior to their investment commitment being accepted. An acceptable form of verification is written confirmation from an eligible third-party that reasonable steps have been taken to verify that the purchaser meets the definition of an Accredited Investor within the prior three months. A sample verification form and additional information will be provided to accredited investors during the transaction process.

YOUR RIGHT TO CANCEL YOUR INVESTMENT

You can cancel your investment commitment at any time up to 48 hours before the offering deadline, for any reason. The Site will explain how.

Also, if there is a material change to the terms of an offering or to the information provided by the issuer, the Portal will give or send to any investor who has made an investment commitment notice of the material change and that the investor’s investment commitment will be cancelled unless the investor reconfirms his or her investment commitment within five business days of receipt of the notice.

HOW TO PAY FOR YOUR INVESTMENT

You will pay for your securities using one of the options described on the Site. Your payment options might include a direct transfer from your bank account, a wire transfer, or a credit card. You might be charged a convenience fee for using a credit card.

When you invest, your money will be held in an account administered by a qualified third-party financial institution until the offering is completed. We, as a Funding Portal, are prohibited from holding your money. If the Issuer is successful in raising the target offering amount, the bank will release the investors’ money to the Company. We will notify you by email and the investment process will be complete.

NOTICE OF INVESTMENT TRANSACTION CONFIRMATION

Before your investment is final, we will send you a final notice disclosing, among other things:

• The date of the transaction;

• The type of Security you are buying;

• The price and number of Securities you are buying;

• The number of Securities sold by the issuer in the entire transaction and the price(s) at which the Securities were sold;

• If you are buying a debt security, the interest rate and the yield to maturity calculated from the price paid and the maturity date;

• If you are buying a callable security, the first date that the security can be called by the issuer; and,

• The source, form and amount of any compensation we, the Funding Portal, expect to receive in the transaction.

Once you buy a Security (e.g., a share of stock), you aren’t allowed to sell or otherwise transfer the Security for one year, except for sales or transfers described below:

• to the company that issued the securities;

• to a nuclear family member: a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships;

• in connection with your death, divorce, or other similar circumstance;

• to a trust controlled by you or a trust created for the benefit of a family member (defined as a child, sibling or parent of you or your spouse);

• as part of a later offering registered with the SEC; or,

• to an accredited investor.

You should know that there may be no market for the securities after the initial 12 month restricted period. It is important that you only invest capital with the expectation of holding your investment for an indefinite period of time, and with the real risk of a total loss of your investment in mind. Only invest an amount you can afford to lose without changing your lifestyle.