Overview

This document is intended to help explain:

• What we do, and how we do it.
• The process for buying securities through our Funding Portal.
• The limitations on the amounts you may invest.
• Your right to cancel your investment commitment.
• The circumstances in which the issuer may cancel your investment commitment.
• The risks associated with investing in the securities sold on our Funding Portal.
• The kinds of securities that may be offered on our Funding Portal and some of the risks associated with each type.
• Restrictions on your right to sell securities you purchase on our Funding Portal.
• The information "issuers" (companies raising money on our Funding Portal) are required to disclose to you, and when and how often you can expect such information.
• Our relationship with the issuers on our Funding Portal, including information about the compensation we will receive from them.

We expect to update this document from time to time.

What you should consider first

Investing in the companies that will be offered on our Site is very different than investing in the public stock market. The companies at our Site are likely to be small, with limited or no track records and little profits, if any.

With those caveats, and in view of the risks listed in the "Risks of Investing" section below, the first thing for you to consider, before you go further, is whether it is appropriate for you to invest in any of these companies based on your own personal circumstances. Among the questions you should ask yourself are:

• Can I afford to lose all the money I invest?
• If I lose all or part of my money, will I be okay psychologically?
• Do I understand the company I am thinking about investing in? Do I understand its product or service? Am I personally familiar with that market?
• Do I understand the business the company is conducting? Do I understand how the company can make money?
• Do I understand the Security I am buying?
• Do I trust the owners and managers of the company?
• Do I understand the documents I am being asked to sign?
• Do I feel comfortable making this decision myself? If not, have I consulted with an advisor?

Only if you can truthfully answer "Yes" to all those questions should you invest.

Definitions

These definitions apply throughout this Investor Education Package:

What we do

We are a "Funding Portal." We are registered with the SEC and FINRA to act as an intermediary in Securities that are offered and sold under Title III.

While similar, being a Funding Portal is not the same as being a registered "broker-dealer." We are not a registered broker-dealer.

Think of us as a marketplace, or a shopping mall, bringing together companies and investors. When you invest, you are not investing in us or in any entity affiliated with us. You are investing in a third-party business that has chosen to raise money using our Funding Portal marketplace.

As an intermediary, or marketplace, we do not guarantee any particular outcome and are not responsible for what happens to your investment - all investments are undertaken at your own risk. We also do not guarantee the accuracy of the information you receive from issuers. Our job is to facilitate investments and help ensure that transactions between investors and issuers meet legal requirements.

What We Do

• Select which Issuers to list on our platform, by among other things:
  • Conducting background checks on the issuer and its principals
  • Conducting due diligence to have a reasonable basis for believing the issuer is complying with all its obligations
  • Conducting due diligence to have a reasonable basis for believing the issuer has established a means to keep accurate records of the holders of its securities
• Advise Issuers about their offerings, and help prepare offering documents
• Screen investors to ensure that they satisfy applicable per-investor limits (discussed below)
• Provide communication channels between you and the Issuer, and between you and other potential investors, where you can ask questions and exchange information
• Provide search functions or other tools for investors
• Provide you with educational materials to help you assess the risks of investing (e.g., this document)
• Keep records of investor communications and materials

What We Don't Do

• Offer investment advice or recommendations
• Guarantee any particular investment outcome
• Speak to investors about the merits of any particular company or offering

Our Relationship with Issuers

Issuers will pay us to be on our Funding Portal. They might pay us flat fees, commissions based on the amount of money they raise, or in other ways. They might also pay us for specified services we provide to them and reimburse us for expenses we incur on their behalf. For each offering you invest in, we will disclose our compensation.

In some cases, an Issuer might pay us in whole or in part with its own Securities, e.g., with its own promissory note. This will always be the same class of Security that is being offered to investors on our Platform. For example, if the issuer is offering common stock to investors, only common stock could be used for our compensation.

We will never own any financial interest in Issuers listed on our Funding Portal other than Securities we receive from them as compensation.

After an offering is complete, we might or might not have an ongoing relationship with the Issuer. The Issuer may decide to use our Funding Portal to raise money in the future, or use services provided by (and pay compensation to) entities affiliated with us.

Communication Channels

We will maintain online communications channels -chat rooms, basically - where you can communicate with other investors and with the Issuer. All discussions on the chat rooms will be open to the public, but only investors who have registered with us are allowed to post. Representatives of the Issuer, and anyone engaged in promoting the offering, must clearly identify themselves as such. The chat room is where you can ask questions about investment opportunities that interest you.

We, the Funding Portal, generally aren't allowed to participate in the chat room, except to establish guidelines and remove potentially abusive or fraudulent content.

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.
• 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 Issuers' 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 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 Issuers 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.

The kinds of securities we will offer

We expect to offer various kinds of Securities on our Platform:

• SAFEs "SAFE" stands for "simple agreement for future equity." Although there are many kinds of SAFEs, the typical SAFE converts into an equity security - either common stock or preferred stock - when the Issuer raises more money in the future. If the Company never raises more money in the future you typically have to wait until the company is sold or dissolved to get your money back.

When you review the opportunities at the Site, each opportunity will explain what kind of Security is being offered.

Limits on how much you may invest

Accredited Investors

If you are an "accredited investor," you can invest as much as you want in offerings under Title III. The term "accredited investor" includes:

• A natural person who has individual net worth, or joint net worth with the persons spouse or spousal equivalent, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
• A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
• A natural person who holds any of the following licenses from the Financial Industry Regulatory Authority (FINRA): a General Securities Representative license (Series 7), a Private Securities Offerings Representative license (Series 82), or a Licensed Investment Adviser Representative license (Series 65);
• A natural person who is a "knowledgeable employee" of the issuer, if the issuer would be an "investment company" within the meaning of the Investment Company Act of 1940 (the "ICA") but for section 3(c)(1) or section 3(c)(7) of the ICA;
• An investment adviser registered under the Investment Advisers Act of 1940 (the "Advisers Act") or the laws of any state;
• Investment advisers described in section 203(l) (venture capital fund advisers) or section 203(m) (exempt reporting advisers) of the Advisers Act;
• A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person;
• A business in which all the equity owners are accredited investors;
• 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 $5 million;
• A bank, insurance company, registered investment company, business development company, small business investment company, or rural business development company;
• A charitable organization, corporation, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million;
• A "family office", as defined in rule 202(a)(11)(G)-1 under the Advisers Act, if the family office (i) has assets under management in excess of $5,000,000, (ii) was not formed for the specific purpose of acquiring the securities offered, and (iii) is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
• Any "family client", as defined in rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements above, whose investment in the issuer is directed by such family office;
• Entities, including Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that were not formed to invest in the securities offered and own investment assets in excess of $5 million; or
• A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer.

Non-Accredited Investors

If you are not an accredited investor, 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 (Regulation Crowdfunding), however.

Specifically, if you are not an accredited investor the maximum amount you can invest in all Title III offerings during any period of 12 months is:

• If your annual income or net worth is less than $124,000, you may invest the greater of:
  • $2,500; or 5% of the greater of your annual income or net worth.
• If your annual income and net worth are both at least $124,000, you can invest the lesser of:
  • $124,000; or 10% of the greater of your annual income or net worth.

These limits are adjusted periodically by the SEC, based on inflation.

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.

EXAMPLE: Investor Smith earns $124,000 per year and has a net worth of $150,000. Investor Smith makes his first Title III investment on December 1, 2016, investing $8,000 in Company X. On November 27, 2017, Investor Smith would like to make his second Title III investment, investing $6,000 in Company Y. But he can't; he can invest only $4,400 in Company Y. But he could invest $4,400 in Company Y on November 27, 2017, and another $1,600 (actually, another $12,400, if he wanted to) on December 1, 2017.

How to invest

Registration

First, register at the Site. There, you will establish log-in credentials and provide us with some information about yourself.

You will also be asked to review and confirm that you will comply with our Terms of Use and Privacy Policy, and consent to electronic delivery (i.e., email) of all documents.

We have the right to reject or revoke your registration to our Site for any reason, including a violation of our Terms of Use or Privacy Policy.

Online Process

Under Title III, the entire investment process happens online, through the Site. We will never send you paper, call you on the phone (except in some emergencies), or ask to meet with you.

Making an Investment

You can see investment opportunities as soon as you visit the Site. When you click on an opportunity that interests you, you will be able to see all the information available about the opportunity (see the "Issuer Information" section below). But you will not be allowed to invest until you register.

Once you decide to invest, click on the "INVEST" button. We will ask for more information, arrange for you to pay for your investment, and ask you to sign one or more documents with the Issuer. For example, you might be asked to sign something called an "Investment Agreement."

Having done all that, you will be deemed to have made an "investment commitment." But you will still have a chance to cancel, as described below.

Notice of Investment Commitment

Once we receive your investment commitment, we will notify you of:

• The dollar amount of your commitment
• The price of the Securities you committed to buy
• The name of the Issuer
• The date and time by which you may cancel your commitment

Target Offering Amount and Offering Deadline

For each offering, the Issuer will disclose a "target offering amount," meaning the minimum amount the Issuer is trying to raise (in some cases this could be as little as $1), and an "offering deadline." If the Issuer doesn't raise the target amount before the offering deadline, then the offering will be cancelled and any investors who have made investment commitments will receive their money back.

If the Issuer reaches the target offering amount before the offering deadline, it may close the offering early as long as (1) the offering has remained open for at least 21 days, and (2) we give notice to investors. The notice must:

• Specify the new deadline, which must be at least five days after the date of our notice;
• Notify investors that they may cancel their investment commitment for any reason up until 48 hours before the new deadline; and
• Notify investors whether the issuer will continue to accept investment commitments during the 48-hour period before the new deadline.

If an Issuer intends to accept investments over and above the target offering amount, it must disclose the maximum amount it will accept and how it will handle "over-subscriptions". For example, the Issuer might allocate the securities on a first-come first-served basis, or pro-rata among all of the investors who make investment commitments, or in some other way.

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 in the offering (an important change) after you make your investment commitment, then your commitment will automatically be cancelled and the committed funds will be returned unless you reconfirm your commitment within five (5) business days of receipt of the notice, and you will be asked to make a new commitment based on the new information.

Paying for Your Investment

You will pay for your securities by a direct transfer from your bank account (an ACH transfer), which will be free to you.

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.

Confirmation of Transaction

Before your investment is final, we will send you a 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, as well as 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
• The source, form and amount of any compensation we, the Funding Portal, expect to receive in the transaction

Restrictions on resale

Once you buy a Security (e.g., a promissory note), you aren't allowed to sell or otherwise transfer the Security for one year, except for sales or transfers:

• Back to the Issuer;
• To an accredited investor;
• As part of an offering registered with the SEC; or
• To a family member, to a trust you control, to a trust created for the benefit of your family member, or in connection with death or divorce.

The term "family member" includes 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 of the purchaser, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Information the issuer will disclose

Before You Invest

Before you invest, the Issuer must provide you with extensive information on a Form C, which will be available on the Site. The information includes:

• The Issuer's name, address, and website
• The Issuer's directors and officers
• The principal occupation and employment for the last three years of each director and officer
• The names of each person owning 20% or more of the Issuer's voting securities
• The risk factors associated with the investment
• The Issuer's business and business plan
• How the proceeds of the offering will be used
• The Issuer's ownership and capital structure
• A description of how rights exercised by the principals of the Issuer could affect investors
• The compensation paid to us in the offering
• A description of previous offerings by the Issuer
• Whether the Issuer has previously failed to file the reports required by law
• Transactions with officers, directors, and other "insiders"
• Whether the Issuer would be disqualified from offering securities under Title III under the "bad actor" rules, if the effective date of those rules were different
• A discussion of the Issuer's financial condition
• How the Issuer will deal with over-subscriptions
• Where on the Issuer's website it will post annual reports, and when the annual reports will be available
• Financial information about the Issuer, as described below
• Any "testing the waters" materials
• Any other information necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading

What types of financial information an Issuer must provide depends on three things:

• How much money the Issuer is trying to raise in the current offering;
• Whether this is the Issuer's first offering using Title III; and
• If this is not the Issuer's first offering using Title III, how much the Issuer has raised in other Title III offerings during the last 12 months.

All financial statements must be prepared in accordance with U.S. "generally accepted accounting principles." Financial statement reviews must be conducted in accordance with the Statements on Standards for Accounting and Review Services issued by the Accounting and Review Services Committee of the AICPA. Financial statement audits must be conducted in accordance with either (i) auditing standards of the AICPA, or (ii) the standards of the Public Company Accounting Oversight Board.

If Information Changes Before Closing

If you make an investment commitment and there are material changes between the date of your commitment and the date the investment is concluded, then (1) the Issuer must notify you of the changes, (2) your investment commitment will be canceled automatically, and (3) the committed fund will be returned unless you reconfirm your commitment within five (5) business days of receipt of the notice.

After You Invest

After you invest, the Issuer is generally required to file annual reports with the SEC and post them on its own website within 120 days after the end of the fiscal year. The annual report will typically include:

• The same types of information included on the Form C you saw when you invested;
• Updated financial statements certified by the principal executive officer of the Issuer (the financial statements don't have to be reviewed or audited, but if the Issuer already has reviewed or audited financial statements, they must be provided); and
• Updated disclosures about the Issuer's financial condition.

The Issuer is allowed to stop filing annual reports upon the earlier to occur of:

• The date the Issuer has filed at least one annual report and has fewer than 300 shareholders of record;
• The date the Issuer has filed at least three annual reports and has total assets no greater than $10 million;
• The date the Issuer or someone else buys all of the securities issued in the Title III offering;
• The date the Issuer registers its securities and is required to file reports under the Securities Exchange Act of 1934; or
• The date the Issuer is dissolved under state law.

At best, you will have current information about the Issuer once per year. If the Issuer stops providing annual reports, you will not have current financial information about the Issuer at all.

Promoters

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 chat room. 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.

Risks of investing

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're describing some of the factors that make these investments risky in four ways:

• First, because many of the opportunities on our Platform will be in small businesses, we'll describe risks common to those businesses.
• Second, we'll describe risks common to most of the businesses on our Site.
• Third, we'll describe risks associated with SAFEs.
• Fourth, when you review a particular investment opportunity, the Issuer will also provide a list of risks specific to that opportunity.

The order in which these factors are discussed, here on in the Issuer's materials, is not intended to suggest that some factors are more important than others.

Risks Associated with Small Businesses

Risks Common to Companies on the Platform Generally

Risks Associated with Equity Securities

Risks Associated with SAFEs

Risks Associated with SAFEs