Each Participant / Investor using the Services to review, access and/or participate in one or more investment opportunities (including opportunities structured through one or more Vehicles / SPVs) must be aware that such opportunities may involve private companies, early-stage ventures, growth-stage businesses, digital asset-related businesses, digital assets, illiquid securities, and/or other speculative assets, and may therefore involve a high degree of risk, including the risk that the entire amount invested may be lost.

There is no guarantee or representation made by Emittendo, any Group Lead, any Manager, any Vehicle / SPV, any issuer, any project sponsor, or any of their respective affiliates, directors, officers, employees, members, advisors, agents, or service providers that:

• the objectives of any opportunity, Vehicle / SPV, issuer, or project will be achieved;
• you will receive a positive return on your investment;
• any underlying company or project will achieve commercial success, liquidity, or profitability;
• any digital asset will be issued, become transferable, or have any market value;
• any timeline, milestone, valuation event, or distribution event will occur; or
• any Group Lead, Manager, sponsor, or issuer has sufficient expertise, experience, or resources to identify or execute successful investments.

Prospective Participants / Investors should consider the risks described below, in addition to the risks set out in any applicable offering documents, subscription documents, private placement memoranda, information memoranda, SPV / Vehicle documentation, side letters, and transaction-specific disclosures, before deciding whether participation in any opportunity is suitable.

These risks apply generally to investments and participation opportunities made available through the Services. Additional and more specific risk factors may apply to a particular opportunity, Vehicle / SPV, issuer, or project, and such additional risk factors may be set out in the applicable transaction documents.

Any capitalized but undefined term used in these Risks has the meaning given in the General Terms and/or the Investment Services Terms.

1. GENERAL RISK WARNING – SPECULATIVE AND HIGH RISK INVESTMENTS

Investments and opportunities made available through the Services are expected to be speculative, may involve private and illiquid assets, and may expose Participants / Investors to substantial financial risk, including complete loss of capital.

Many opportunities presented through the Services may involve:

• early-stage or growth-stage companies;
• businesses with limited or no operating history;
• companies requiring substantial future financing;
• businesses operating in emerging or uncertain regulatory environments;
• digital asset or blockchain-related projects;
• minority or indirect exposure through a Vehicle / SPV;
• complex transaction structures;
• long holding periods and limited liquidity.

You should only participate if you:

• understand the nature of the risks;
• can evaluate (or obtain advice to evaluate) the legal, financial, tax, and commercial implications;
• can bear the economic risk of a total loss; and
• do not require liquidity for an extended or indefinite period.

2. STARTUP, PRIVATE COMPANY, AND EARLY-STAGE BUSINESS RISKS

2.1 High Failure Rates

Investments in startups and private growth-stage businesses involve a high degree of risk. Financial and operational risks confronting such businesses are significant, and a large percentage of early-stage companies fail, restructure, materially underperform expectations, or do not reach a liquidity event.

A company in which a Vehicle / SPV (or a Participant / Investor directly) invests (each, a “Portfolio Company” for purposes of these Risks, even if no formal fund structure is used) may face unexpected problems in areas such as:

• product development,
• technology execution,
• distribution,
• customer acquisition,
• compliance,
• hiring and retention,
• financing,
• treasury management,
• legal disputes, and
• general management.

Any such problems may be difficult or impossible to solve, may require major changes to strategy or business model, and may materially and adversely affect the value of your investment.

2.2 Need for Additional Capital / Financing Risk

Portfolio Companies often require additional financing to continue operations, scale, or achieve milestones. There can be no assurance that such financing will be available on acceptable terms (or at all).

If a Portfolio Company cannot raise additional capital, it may:

• materially curtail operations,
• sell assets on unfavorable terms,
• accept highly dilutive financing,
• enter insolvency or restructuring proceedings, or
• cease operations entirely.

Any of the foregoing may materially reduce or eliminate the value of your investment.

2.3 Dilution Risk

If additional financing is raised, your economic exposure (including indirectly through a Vehicle / SPV) may be diluted, particularly where:

• follow-on rights are unavailable,
• pro rata participation is not possible,
• a Vehicle / SPV lacks sufficient capital to participate in later rounds, or
• new investors receive preferential terms.

Dilution may reduce your percentage ownership, economic rights, governance rights, or eventual proceeds.

3. DIGITAL ASSET / BLOCKCHAIN-SPECIFIC RISKS (WHERE APPLICABLE)

Some opportunities available through the Services may involve businesses in the digital asset, blockchain, tokenization, or decentralized technology sectors. Such opportunities may involve additional and heightened risks beyond those associated with traditional private company investing.

3.1 Extreme Volatility

Digital assets are highly volatile and may experience rapid and substantial price fluctuations. Price volatility may materially and adversely affect:

• the value of digital assets held by a Portfolio Company or Vehicle / SPV,
• the business operations of a Portfolio Company,
• investor sentiment and available financing,
• the timing and value of any exit or distribution, and
• the value of your investment.

3.2 Regulatory Uncertainty

Regulatory frameworks applicable to digital assets, tokenized assets, blockchain-based systems, and related infrastructure are evolving rapidly and may differ significantly across jurisdictions. Existing laws may be applied in new or unexpected ways.

Regulatory action, enforcement, legislation, guidance, or policy changes may:

• restrict or prohibit certain activities,
• require licensing, registration, or approvals,
• recharacterize a digital asset or business model,
• impair liquidity or transferability,
• impose disclosure or compliance burdens,
• increase costs,
• force operational changes,
• trigger investigations or disputes,
• or require cessation of certain operations.

Any such developments may materially and adversely affect Portfolio Companies, Vehicles / SPVs, and your investment.

3.3 Technology / Protocol / Infrastructure Risks

Digital asset-related businesses may depend on software, smart contracts, protocols, validators, bridges, custody technologies, wallets, exchanges, cloud providers, or other infrastructure. Failures, exploits, bugs, hacks, forks, congestion, outages, governance changes, or incompatibilities may cause substantial loss or disruption.

3.4 Security Risks

Digital asset ecosystems may present elevated cybersecurity risks, including phishing, private key compromise, malware, smart contract vulnerabilities, unauthorized access, ransomware, data breaches, and loss of digital assets.

Even where Emittendo or third parties apply security controls, no system can be guaranteed to be secure.

4. PLATFORM / SERVICE RISKS (EMITTENDO IS A PLATFORM)

4.1 Emittendo Is Not Verifying Everything

Emittendo may conduct certain checks, onboarding, screening, eligibility gating, or compliance procedures for its own purposes. However, Emittendo does not verify all representations, information, documents, projections, diligence materials, valuations, or claims made by Group Leads, issuers, projects, Participants / Investors, Managers, Vehicles / SPVs, or third parties.

You may receive information that is incomplete, outdated, inaccurate, misleading, unaudited, or otherwise unreliable.

4.2 No Recommendation / No Investment Advice

Unless expressly set forth in a separate written agreement, Emittendo does not provide investment advice or recommend any opportunity. Information made available through the Services is not tailored to your personal circumstances and may not be suitable for you.

You are solely responsible for your own investment decisions and for obtaining independent legal, tax, financial, and other advice.

4.3 Platform Functionality / Service Disruptions

The Services may experience:

• downtime,
• outages,
• latency,
• software bugs,
• data synchronization errors,
• interrupted integrations,
• access restrictions,
• cyber incidents,
• maintenance periods,
• or feature discontinuation.

Such issues may delay or impair communications, document access, investment workflows, transaction execution, or other activity, and may adversely affect your ability to evaluate or participate in opportunities.

4.4 Confidential Information Leakage / Unauthorized Sharing

The Services may include access-controlled or restricted materials. Despite confidentiality terms and access controls, Emittendo cannot guarantee that users who receive non-public information will not disclose or misuse it.

Confidentiality breaches, data leaks, unauthorized redistribution, screenshots, scraping, or misuse of information may occur and may harm a Portfolio Company, Vehicle / SPV, Group Lead, or your investment.

5. VEHICLE / SPV STRUCTURE RISKS

5.1 Indirect Exposure

Where an opportunity is structured through a Vehicle / SPV, you may not invest directly in the underlying Portfolio Company or asset. Instead, your investment may represent an interest in a Vehicle / SPV that itself holds (or seeks to hold) the underlying investment.

This may create additional layers of risk, including:

• structural subordination,
• additional fees / expenses,
• governance limitations,
• tax complexity,
• jurisdictional complexity,
• reduced transparency,
• and dependency on third-party managers, administrators, or service providers.

5.2 Vehicle / SPV Documentation Controls Your Rights

Your rights may be limited by the organizational and transaction documents of the relevant Vehicle / SPV (including transfer restrictions, lock-ups, governance arrangements, distribution mechanics, reserve policies, expense allocations, and decision-making authority). These rights may differ materially from direct ownership rights in the underlying asset or company.

5.3 Manager / Decision-Maker Dependency

If a Vehicle / SPV is managed or administered by a Manager, sponsor, or designated decision-maker, you may have limited or no control over important decisions, including:

• follow-on investments,
• exercise of rights,
• enforcement actions,
• acceptance of amendments,
• settlement of claims,
• timing of exits,
• and timing or form of distributions.

Poor decision-making, delays, conflicts, incapacity, or misconduct by a Manager or other decision-maker may materially and adversely affect your investment.

5.4 New Vehicle / SPV Has No Operating History

Vehicles / SPVs used for specific opportunities may have no operating history. Past performance of a Group Lead, Manager, sponsor, or affiliate (if any) is not indicative of future performance and should not be relied upon.

6. ILLIQUIDITY AND TRANSFER RESTRICTION RISKS

6.1 No Liquid Market / No Exit

Investments made through the Services are often illiquid. There may be no active market, no secondary market, and no buyer for your interest.

Even if a secondary market exists for related assets or securities, that market may be:

• thinly traded,
• inaccessible,
• restricted,
• highly volatile,
• or not reflective of fair value.

You may be required to hold your investment for an extended period or indefinitely.

6.2 Transfer Restrictions

Your interest in a Vehicle / SPV or underlying assets may be subject to contractual, legal, regulatory, or operational transfer restrictions, including:

• lock-ups,
• consent requirements,
• rights of first refusal,
• co-sale rights,
• securities law restrictions,
• jurisdictional restrictions,
• wallet or custody restrictions,
• or technical limitations.

Such restrictions may change over time and may materially delay or prevent liquidity.

6.3 Changes to Terms of Distribution / Token Terms

If a Portfolio Company intends to distribute digital assets or other assets in the future, relevant terms (including lock-ups, vesting, transfer restrictions, distribution mechanics, governance rights, or economic terms) may not be final at the time of investment and may be modified later, potentially without your consent and outside your control.

Changes may materially and adversely affect the timing, amount, nature, and value of distributions.

7. VALUATION RISKS

7.1 Difficulty of Valuing Private Investments

It is inherently difficult to value private companies, early-stage businesses, and illiquid interests. Valuations may be subjective and based on assumptions, comparable transactions, internal estimates, limited data, or unaudited information.

Any stated valuation may not reflect realizable value.

7.2 Digital Asset Market Prices May Not Reflect Underlying Value

Where exposure involves digital assets, quoted or observed prices (if any) may be highly volatile, subject to manipulation, fragmented across venues, or influenced by low liquidity. Such prices may not reflect fair value or realizable proceeds.

7.3 No Assurance of Valuation Event

Any return may depend on a future valuation event, financing, acquisition, listing, token distribution, redemption, or other liquidity event. Such an event may take substantial time or may never occur.

8. LEGAL, REGULATORY, AND COMPLIANCE RISKS

8.1 Evolving and Uncertain Legal Frameworks

Applicable laws may be unclear, change unexpectedly, or be interpreted differently across jurisdictions. This may affect:

• offering structures,
• investor eligibility,
• transferability,
• marketing/solicitation rules,
• tax treatment,
• reporting obligations,
• enforceability of agreements,
• and legality of activities.

8.2 Enforcement and Regulatory Action

A Portfolio Company, Group Lead, Vehicle / SPV, Manager, service provider, or even users may become subject to regulatory inquiries, investigations, enforcement actions, administrative proceedings, or litigation. Even if ultimately resolved favorably, such matters may consume time and resources, delay transactions, increase costs, and materially impair investment value.

8.3 Cross-Border Compliance Risk

Opportunities may involve multiple jurisdictions, each with different legal and regulatory requirements. Cross-border structures may create additional complexity in onboarding, disclosures, investor classification, tax reporting, transfer restrictions, sanctions screening, and enforceability of rights.

8.4 No Assurance of Availability of Exemptions

Where an offering or structure relies on exemptions from registration, licensing, or disclosure requirements, there is no assurance that such exemptions are or remain available, or that regulators or courts will interpret the relevant requirements as expected.

9. MINORITY INVESTOR / INFORMATION RIGHTS RISKS

9.1 Minority Position / Limited Control

Investors participating through Vehicles / SPVs or directly may often be minority investors with little or no control over the underlying Portfolio Company or project. Minority investors may not be able to influence strategy, financing, governance, exits, or other key decisions.

9.2 Limited Information Rights

You and/or the Vehicle / SPV may not have robust information rights. You may receive limited, delayed, incomplete, unaudited, or no information regarding the underlying investment, which may impair your ability to monitor performance and value.

9.3 Reliance on Third Parties

You may be reliant on management teams, founders, boards, administrators, transfer agents, custodians, wallet providers, legal counsel, tax advisers, and other service providers whose actions, omissions, errors, or insolvency could adversely affect your investment.

10. THIRD-PARTY VEHICLE / SECONDARY / CONTRACTUAL CHAIN RISKS (WHERE APPLICABLE)

Some opportunities may involve a Vehicle / SPV acquiring exposure through another vehicle, intermediary, contract, assignment, forward contract, nominee, or similar arrangement (each, a “Third-Party Vehicle or Chain Structure”). In such cases, there may be significant legal and economic uncertainty regarding title, enforceability, and realization of value.

Risks may include:

• invalid or voidable transfer chains,
• contractual breaches in prior transfers,
• lack of consent under shareholder agreements or equity plans,
• refusal to recognize transfer or ownership,
• inability to contact or enforce against counterparties,
• litigation, threatened claims, or settlement pressure,
• discounts, penalties, escrow holdbacks, or forced repurchases,
• refusal to process transfers or distributions,
• and materially reduced or zero proceeds in a liquidity event.

Where a structure is concentrated in a single underlying asset or claim, any adverse outcome may directly and substantially impair or eliminate investment value.

11. CONFLICTS OF INTEREST RISKS

11.1 Group Lead / Manager / Sponsor Incentive Conflicts

Group Leads, Managers, sponsors, and/or affiliates may receive fees, carried interest, success-based economics, or other compensation that may create incentives not fully aligned with all Participants / Investors.

These incentives may increase the likelihood of:

• pursuing riskier opportunities,
• favoring transactions that maximize fees,
• differing decisions on timing of exits or distributions,
• or prioritizing one opportunity or investor group over another.

11.2 Allocation Conflicts

A Group Lead, Manager, sponsor, or affiliate may encounter multiple opportunities and may have discretion in how to allocate time, attention, capital, or access among different entities, vehicles, clients, investors, or accounts. Some opportunities may be allocated away from a Vehicle / SPV in which you participate.

11.3 Diverging Investor Interests

Participants / Investors may have different tax profiles, regulatory constraints, liquidity preferences, and economic interests. Decisions by a Manager or decision-maker may benefit some Participants / Investors more than others.

12. FEES, COSTS, AND EXPENSE RISKS

Your returns may be reduced by fees, costs, and expenses, including but not limited to:

• platform fees,
• subscription fees,
• SPV / Vehicle formation and administration costs,
• legal and tax costs,
• compliance and onboarding costs,
• banking / payment / wallet fees,
• transaction costs,
• audit or valuation costs,
• and costs associated with disputes or enforcement.

Some costs may be incurred even if an investment does not close or does not generate a return.

13. TAX RISKS

13.1 Complex and Uncertain Tax Treatment

The tax treatment of investments made through the Services (including through Vehicles / SPVs and digital asset-related structures) may be complex, uncertain, and dependent on your personal circumstances and multiple jurisdictions.

No representation is made that any particular tax result will be achieved.

13.2 Withholding / Reporting / Information Exchange

Tax withholding, information reporting, and disclosure obligations may apply now or in the future. Tax laws, treaties, and reporting standards may change, and such changes may increase costs, reduce returns, or require additional actions by Vehicles / SPVs or participants.

13.3 Investor Responsibility

You are solely responsible for consulting your own tax, legal, and financial advisers regarding the consequences of participating in any opportunity.

14. LITIGATION AND DISPUTE RISKS

Portfolio Companies, Vehicles / SPVs, Group Leads, Managers, sponsors, service providers, and/or Participants / Investors may become involved in litigation, arbitration, regulatory proceedings, or disputes. Such matters may be:

• costly,
• time-consuming,
• disruptive,
• unpredictable,
• and prolonged.

Even if claims are ultimately unsuccessful, defense costs, delays, reputational damage, and management distraction may materially impair the value of an investment.

15. FORWARD-LOOKING STATEMENTS / PROJECTIONS

Materials made available through the Services (including pitch decks, financial models, forecasts, data rooms, updates, and communications) may include forward-looking statements, projections, estimates, targets, milestones, and assumptions.

Forward-looking statements inherently involve risk and uncertainty, many of which are beyond the control of Emittendo, a Group Lead, a Portfolio Company, a Vehicle / SPV, or any related party. Actual results may differ materially (and adversely) from any projected or expected results.

Potential Participants / Investors should not place undue reliance on forward-looking statements. Unless expressly stated otherwise in writing, no person undertakes any obligation to update forward-looking statements.

16. NO COMPLETE LIST OF RISKS

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF ALL RISKS INVOLVED IN USING THE SERVICES OR PARTICIPATING IN ANY OPPORTUNITY, VEHICLE / SPV, OR INVESTMENT.

Each opportunity may present additional risks, including risks specific to:

• the issuer or project,
• the jurisdiction,
• the asset class,
• the technology,
• the legal structure,
• the counterparty chain,
• and the applicable transaction documentation.

You should carefully review all applicable documents and consult your own legal, tax, financial, and other advisers before making any decision.

17. IMPORTANT INVESTOR ACKNOWLEDGMENT

By using the Emittendo Investment Services and/or participating in any opportunity, you acknowledge and agree that:

1. you understand that the relevant investment and any interest in a Vehicle / SPV may be speculative and illiquid;
2. you may lose all or a substantial portion of your invested capital;
3. you have had the opportunity to review applicable offering / transaction documents and obtain independent advice;
4. you are not relying on Emittendo (unless expressly agreed in writing) for investment, legal, tax, or financial advice; and
5. you are solely responsible for determining whether participation is lawful and suitable for you.