Risk Disclosures

For the purposes of this risk disclosure document, Regiment Securities, LLC may be referred to as “Regiment”, “it”, “Company”.

The offerings presented on Regiment Xpress are private placements of securities. They are speculative, illiquid, and involve a high degree of risk, including the risk that you will lose your entire investment. They are suitable only for investors who can bear that loss and who have no need for liquidity from the amount invested.

This document describes risks that apply generally to the offerings presented on this platform. It is not a complete list. Each offering carries its own specific risks, described in that issuer's offering documents. You should read those documents in full before investing, and you should consult your own legal, tax, and financial advisers.

Nothing in this document is a recommendation to invest in any particular offering.

Private companies fail at a high rate. An investment in a private placement may lose some or all of its value, and you should be prepared for the possibility that you will not recover any portion of what you invest. You should not invest funds you cannot afford to lose entirely.

There is generally no public market for these securities, and none is expected to develop.

• The securities are subject to substantial transfer restrictions under federal and state securities laws and under the issuer's own governing documents.
• You may not be able to sell your interest at any price, or at all.
• There is no assurance that any liquidity event such as an acquisition, a public offering, a redemption, or a distribution will ever occur, or that it will occur within any particular time frame.
• Statements by an issuer about a hoped-for future liquidity event are objectives, not commitments, and should not be relied upon.

You should assume that your investment will be locked up indefinitely.

These securities are offered under an exemption from registration provided by Rule 506(c) of Regulation D under the Securities Act of 1933. As a result:

• They have not been registered with the Securities and Exchange Commission or any state securities regulator.
• No federal or state regulator has reviewed, approved, endorsed, or passed upon the merits of any offering, or the accuracy or adequacy of any offering materials.
• Issuers are not subject to the ongoing reporting and disclosure requirements that apply to public companies.

Private issuers disclose far less than public companies. Financial statements may be unaudited. Operating history may be limited or nonexistent. You may receive little or no ongoing information after you invest, and you may have no right to demand it.

Substantially all information about an issuer and its business is provided by the issuer. Regiment Securities, LLC conducts the reasonable investigation required of it as a broker-dealer, but it does not independently verify every statement an issuer makes, and it does not guarantee the accuracy or completeness of issuer-provided information.

Offering materials frequently contain projections, forecasts, target returns, pro forma financial information, and other forward-looking statements. These are based on assumptions about future events that may not occur.

• Actual results may differ materially, and may be substantially worse.
• Target or projected returns are not promises, guarantees, or predictions, and no representation is made that they will be achieved.
• Past performance of an issuer, a sponsor, a management team, or any prior offering does not indicate future results.

There is no market price for these securities. Any valuation you receive may be prepared by the issuer or its affiliates, may rely on subjective assumptions, and may not reflect what you could actually obtain in a sale. A stated value does not mean the interest can be sold at that value, or sold at all.

Issuers commonly raise additional capital after your investment. Subsequent financings may be at a lower price, on more favorable terms, or with liquidation preferences senior to your interest. Unless you hold contractual protections, and you often will not, your ownership percentage and economic interest may be substantially reduced. You may have no right to participate in future rounds.

No offering guarantees distributions, dividends, interest, or any return of capital. Issuers may reinvest rather than distribute, may be contractually restricted from distributing, or may lack the cash to do so. Distributions that occur may be irregular, may be reduced or suspended, and may constitute a return of capital rather than a return on capital. Do not invest in these offerings if you are relying on them for income.

As a passive investor you will generally have little or no ability to influence an issuer's management, strategy, or operations. Governing documents may limit or eliminate voting rights, may permit amendments without your consent, and may restrict your rights to information, to inspect books and records, or to bring claims. Your investment depends heavily on the judgment, integrity, and continued involvement of a small number of individuals; the loss of any of whom could materially harm the business.

Because these investments are illiquid and high-risk, committing a large portion of your assets to any one offering, or to private placements as an asset class, substantially increases your risk of loss. Consider what percentage of your liquid net worth an investment represents and whether you retain sufficient liquid reserves outside of it.

Regiment Securities, LLC is compensated by issuers, not by investors. Regiment does not receive any compensation from investors. For offerings placed through Regiment Xpress, Regiment receives transaction-based compensation from the issuer such as placement fees, commissions, or similar consideration generally calculated as a percentage of the capital raised. That percentage is negotiated with each issuer and generally ranges from 3% to 7% of the capital raised, with 7% being the maximum. The compensation applicable to a particular offering is disclosed in that offering's documents.

This creates a conflict of interest. Regiment and its registered representatives are paid more when you invest, and more when you invest a larger amount. Neither Regiment nor any representative receives compensation if you do not invest.

How representatives are compensated. Registered representatives receive a substantial majority of the compensation Regiment receives on an offering. The portion a representative receives depends on their role in the transaction specifically whether the representative introduced the offering to Regiment, introduced the investor, or both. A representative receives significantly more compensation when placing an investor into an offering that the representative personally introduced to Regiment than into an offering introduced by another representative.

Because Regiment's compensation also varies by offering, the amount a representative earns can differ substantially between offerings for the same investment amount. Combining both factors, a representative may earn several times more on the same dollar amount invested in one offering than in another.

This means your representative may have a financial incentive to recommend one offering over another for reasons unrelated to your objectives, financial situation, or needs. Regiment mitigates this conflict of interest by disclosing it to clients and by supervising Regiment representatives' investment recommendations. However, Regiment cannot eliminate this conflict as it is inherent in the business model of a typical securities broker to be compensated in connection with its brokerage services.

Ownership and affiliates. Regiment Securities, LLC is wholly owned by Regiment, LLC, a Delaware limited liability company that acts solely as a passive holding company and conducts no operations. FinTech Ranger LLC, an Illinois limited liability company, holds a partial ownership interest in Regiment, LLC. These are Regiment's only two affiliates, and Regiment's Chief Executive Officer holds an ownership interest in each of them. Neither affiliate is a broker-dealer, investment adviser, fund, or issuer. Neither provides any service to Regiment or to the Regiment Xpress marketplace, receives any compensation from Regiment or from any issuer, or holds an interest in any offering presented on the platform.

Additional conflicts may exist, including:

• Regiment or its personnel may invest in, or have other business relationships with, an issuer presented on the platform.
• Regiment or its representatives may receive securities, warrants, or other equity interests in an issuer as part of their compensation. Where this occurs, it is disclosed in that offering's documents. Holding an interest in an issuer creates an ongoing interest in that issuer's performance that continues after your investment.
• Regiment may receive reimbursement of expenses or due diligence fees from issuers, on terms that vary by offering.
• Issuers prepare or contribute to materials presented on the platform.
• Which offerings appear on the platform, and how prominently, reflects Regiment's business decisions. It is not a judgment that any offering is superior to another or appropriate for you.

Conflicts specific to an offering are described in that offering's documents and in the disclosures Regiment provides to retail customers under Regulation Best Interest. You may request additional information about how Regiment and your representative are compensated in connection with any offering by contacting us at the number below.

• Regiment Securities, LLC acts as a placement agent for issuers. It does not act as your investment adviser and does not provide investment advisory services in connection with these offerings.
• Regiment does not hold or custody customer funds or securities. Investment funds are transmitted to the issuer or its designated agent in accordance with the issuer's subscription documents.
• Regiment does not guarantee any offering, any issuer's performance, or any return.
• A recommendation of a securities transaction to a retail customer by a Regiment representative is subject to Regulation Best Interest. General information presented on the platform is not a recommendation.
• SIPC protection does not cover investment losses and does not apply to these offerings.

The tax treatment of private placements is complex and varies by offering and by investor.

• You may receive a Schedule K-1 rather than a Form 1099, and it may arrive late — potentially requiring you to extend your tax return.
• You may incur tax liability in a year in which you receive no cash distribution.
• You may be required to file tax returns in states where you do not reside.
• Investments held through IRAs or other tax-exempt accounts may generate unrelated business taxable income (UBTI) or unrelated debt-financed income, which can create tax liability for the account.
• Tax laws change, and changes may apply retroactively.

Neither Regiment Securities, LLC nor any of its representatives provides tax advice. Consult your own tax adviser.

Offerings on the platform span multiple sectors. The following are illustrative, not exhaustive, and do not replace the risk factors in an issuer's offering documents.

Oil, gas, and energy.

• Commodity price volatility. Revenues depend on oil and natural gas prices, which are volatile and driven by global factors entirely outside the issuer's control.
• Exploration and development risk. Wells may be dry, may produce less than projected, or may be uneconomic to complete. Substantial capital may be spent with no return.
• Reserve estimates are estimates. Estimated reserves and recovery rates depend on engineering and geological judgments, including seismic interpretation, that are inherently uncertain and are frequently revised downward.
• Operating hazards. Blowouts, fires, spills, equipment failure, and well-control incidents can cause loss of production, property damage, injury, and liability that may exceed insurance coverage.
• Environmental and regulatory exposure. Operations are heavily regulated. Changes in environmental, drilling, emissions, or permitting rules can increase costs, delay or prevent operations, and create retroactive liability. Plugging and abandonment obligations may be substantial.
• Depletion. Producing wells decline over time, requiring continuous reinvestment simply to maintain production.
• Title and lease risk. Leasehold interests may be defective, may expire, or may be subject to prior claims.
• Dependence on operators and partners. The issuer may not control day-to-day operations of properties in which it holds an interest.

Real estate. Property values and rental income are cyclical and sensitive to interest rates, local market conditions, tenant defaults, vacancy, and oversupply. Leverage magnifies both gains and losses, and an inability to refinance at maturity can result in a total loss of equity. Development projects carry construction, entitlement, cost-overrun, and completion risk. Insurance may not cover all casualty or environmental liabilities.

Early-stage and venture investments. Most early-stage companies fail. They typically have limited or no revenue, unproven business models, and a need for substantial additional capital on terms that may be highly dilutive. They may face established competitors with far greater resources, and may depend on intellectual property that is unprotected or subject to challenge.

Private funds. Fund investments carry an additional layer of fees and expenses such as management fees, carried interest, and fund operating costs that reduce returns. Investors typically have no say in the selection of underlying investments, may face capital call obligations with penalties for failure to fund, and may be subject to lock-ups and gates that restrict withdrawal.

Digital assets. Digital asset markets are extremely volatile, and the regulatory framework remains unsettled and subject to abrupt change. Assets may be lost through custody failure, protocol defects, or theft, often irreversibly and without recourse.

Securities, tax, environmental, and industry-specific laws and regulations change. Changes may increase an issuer's costs, restrict its operations, alter the tax treatment of your investment, or affect your ability to transfer your interest. These changes may occur after you invest and may apply to existing investments.

The platform, its service providers, and issuers depend on technology systems that may fail or be compromised. A cybersecurity incident, service interruption, or operational failure at Regiment, at a service provider, or at an issuer could result in delays, loss of access, or unauthorized access to information.

Participation in these offerings is limited to accredited investors as defined in Rule 501(a) of Regulation D. Regiment is required to take reasonable steps to verify accredited status, and will request documentation for that purpose. Providing false or misleading information in connection with verification may result in rescission of your investment, termination of your access, and consequences under federal securities and other laws. Rescission terms may vary based on the terms of the subscription agreement provided by the issuer.

Verification of accredited status is a regulatory requirement. It is not a determination that any investment is appropriate or suitable for you.

No one at Regiment Securities, LLC can tell you whether an investment will succeed. You are responsible for evaluating each offering, for reading the issuer's offering documents in full, and for determining, with your own advisers, whether an investment is appropriate given your financial situation, objectives, risk tolerance, tax position, and liquidity needs.

If you do not understand an offering, or the risks described in this document, do not invest.

Regiment Securities, LLC · 230 W Monroe St., Chicago, Illinois 60606 · RegXquestions@regimentsecurities.com

Regiment Securities, LLC, Member FINRA / SIPC, CRD 311302