The risks of investing in startups and the process of selling/buying securities via a funding portal (truCrowd). The potential benefits are easy to grasp, as anyone can become a mini angel investor. Please visit us at https://us.trucrowd.com/ to learn more.

1. Anyone can invest
Any US company can raise funds

2. Introduction

3. 3
On May 16, 2016, the Regulation Crowdfunding (Reg CF) became
effective.
Part of the regulation, the SEC references Educational Materials and
that “… an intermediary must ‘provide such disclosures, including
disclosures related to risks and other investor education materials, as
the Commission shall, by rule, determine appropriate.”
| Introduction

4. 4
At truCrowd we want all of our investors to be well-prepared for and
well aware of the risks of equity crowdfunding.
In order to make these risks crystal clear, we have taken the exact list
from the SEC final rules for Educational Materials and provided
answers for them in one location.
Please enjoy the following educational slides on the processes and
risks of equity crowdfunding.
| Introduction

5. The process for the offer,
purchase and issuance of
securities via truCrowd

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First, we will start with the process for the offer, purchase and issuance
of securities through the intermediary;
At truCrowd, the process for the offer, purchase and issuance of
securities proceeds in this order:
| The process for the offer, purchase and issuance of
securities via truCrowd, Inc.

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The issuer creates an account and uploads various legal and financial documents
to verify the validity of the company and the offering. All offerings will undergo a
rigorous verification process.
After Form C and the Offering statement is filed with EDGAR and the
offering will be live on the funding portal, all investors will be able to
view the information and disclosures about the equity offering and ask
questions about the offering. All offerings are live for a predetermined
period of time.
After reviewing such material the investor might choose to invest. The money
invested will be sent to an Escrow Agent and it will be released to the issuer only
after the Target Amount is reached.
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| The process for the offer, purchase and issuance of
securities through the intermediary

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Once the closing is final, truCrowd will verify the shares certificates
(they might be book certificates) have been distributed to the investors
by a Stock Transfer Agent.
The escrow agent will then release all (less the funding portal and
escrow agent fees) of the funds to the issuer.
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| The process for the offer, purchase and issuance of securities
through the intermediary
All investors will be notified five days before the closing to allow adequate time
to change their minds. The investors have 48 hours before the closing to
cancel their investment.

9. The risks associated with
investing in securities sold in
reliance on Reg CF

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Next, we will cover the risks associated with investing in securities
offered and sold in reliance on Section 4(a)(6)
| The risks associated with investing in securities offered and sold
in reliance on Section 4(a)(6) aka Regulation Crowdfunding

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Risk of loss of
investment
Most start-up businesses fail and therefore investing in these
businesses may involve significant risk and it is likely that you may
lose all, or part, of your investment.
If a business you invest in fails, neither the company - nor
truCrowd - will pay you back your investment.
You should only invest an amount that you are willing to lose and
should build a diversified portfolio to spread risk.
| The risks associated with investing in securities offered and sold
in reliance on Section 4(a)(6) aka Reg CF

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Risk of lack of
liquidity
Liquidity is the ease in which you can sell your shares after you
purchased them.
Buying shares in businesses pitching through truCrowd cannot be sold
easily as they are unlikely to be listed on a secondary trading market,
such as Nasdaq, AMEX or the New York Stock Exchange. Even
successful companies rarely list shares on such an exchange.
In addition, if you purchase B Investment Shares, these are non-voting
shares and may not be attractive to potential buyers.
Without a public market to find a buyer for shares it may be more
difficult to sell them for a cash return. Investment in crowdfunding
assets should be viewed as a long term and illiquid investment.
Conforming to current rules, you have to keep any shares purchased
for at least twelve months from the acquisition date.
| The risks associated with investing in securities offered and
sold in reliance on Section 4(a)(6) aka Regulation Crowdfunding

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Risk of rarity of
dividends
Dividends are payments made by a business to its shareholders
from company profits.
Most of the companies offering equity on the TruCrowd website
are startups or early stage companies, and these companies will
rarely pay dividends to their investors.
This means that you are unlikely to see a return on your
investment until you are able to sell your shares. Profits are
typically re-invested into the business to fuel growth and build
shareholder value. Businesses have no obligation to pay
shareholder dividends.
| The risks associated with investing in securities offered and sold
in reliance on Section 4(a)(6) aka Reg CF

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Risk of Possibility
of Dilution
Any investment made through truCrowd may be subject to dilution in
the future. Dilution occurs when a company issues more shares.
Dilution affects every existing shareholder who does not buy any of
the new shares being issued.
As a result an existing shareholder's proportionate shareholding of
the company is reduced, or 'diluted'-this has an effect on a number of
things, including voting, dividends and value.
Some businesses who pitch through truCrowd offer A-Ordinary
Shares, which may include pre-emption rights that protect an
investor from dilution. In this situation the business must give
shareholders with A-Ordinary Shares the opportunity to buy
additional shares during a subsequent fundraising round so that they
can maintain or preserve their shareholding.
| The risks associated with investing in securities offered and
sold in reliance on Section 4(a)(6)

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Risk of the need
for investment
diversification
Diversification consists of spreading your money across multiple
investments to lessen your investment risk.
Unfortunately, while diversifying is a crucial part of investing, it
will not reduce every type of risk.
You should only invest a portion of your available investment
funds through truCrowd, and you should balance your truCrowd
investment with safer, more liquid investments.
| The risks associated with investing in securities offered and
sold in reliance on Section 4(a)(6)

16. The types of securities that
may be offered and the risks
associated with each type of
security

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Now we will move on to the next subject: the types of securities that
may be offered on the funding portal and the risks associated with
each type of security, including the risk of having limited voting power
as a result of dilution.
| The types of securities that may be offered and the risks
associated with each type of security

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In some cases, shares of stock will
be offered via truCrowd. A share is
an equity security in which the
owner owns one part of the capital
of the company who issued the
shares.
| The types of securities that may be offered and the risks
associated with each type of security

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In most cases, shares enable the
shareholder to participate in the
decision-making process of the
company. If the company is sold or
operates with profit, the owners of
shares may receive dividends.
| The types of securities that may be offered and the risks
associated with each type of security

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As for voting rights, the share offering
may or may not include the right to
vote. All offerings will detail the
number of shares of stock offered for
the equity crowdfunding raise and if
they will have voting rights on
company proceedings.
| The types of securities that may be offered and the risks
associated with each type of security

21. The restrictions on the resale
of securities offered and sold
in reliance on Section 4(a)(6)

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This short presentation will cover the restrictions on the resale of
securities offered and sold in reliance on Section 4(a)(6).
| The restrictions on the resale of securities offered and sold
in reliance on Section 4(a)(6)

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Securities sold in crowdfunding
transactions would be subject to
resale restrictions for one year, during
which time transfers could only be
made to family members, accredited
investors or the company, or in
registered transactions.
| The restrictions on the resale of securities offered and sold
in reliance on Section 4(a)(6)

24. The limitations on the
amounts investors may
invest, as set forth in Section
4(a)(6)(B)

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Next, we will explain how much money a non-accredited investor can
invest - The limitations on the amounts investors may invest, as set
forth in Section 4(a)(6)(B)
| The limitations on the amounts investors may invest, as set
forth in Section 4(a)(6)(B)

26. 26| The limitations on the amounts investors may invest, as set
forth in Section 4(a)(6)(B)
If either of an investor’s annual income or net worth is less than $107,000, then the
investor’s investment limit is the greater of:
$2,200 or 5% of the lesser of the investor’s annual income or net worth.
If both annual income and net worth are equal to or more than $107,000, then the
investor’s limit is: 10 percent of the lesser of their annual income or net worth.
During the 12-month period, the aggregate amount of securities sold to an investor through all
Regulation Crowdfunding offerings may not exceed $107,000 regardless of the investor’s annual
income or net worth.

27. The types of information that
an issuer is required to
provide in annual reports and
how often they must provide it

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Next slides will cover the types of information that an issuer is
required to provide in annual reports, the frequency of the delivery of
that information, and the possibility that the issuer’s obligation to file
annual reports may terminate in the future.
| The types of information that an issuer is required to provide
in annual reports and how often they must provide it

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According to the SEC’s Ongoing Reporting
Requirements, an issuer who has sold
securities via equity crowdfunding must file a
report annually and no later than 120 days after
the end of the most recent fiscal years covered
by the report. They must also post the report
on their website. The financial statement
requirements would be based on the highest
level required in any of its crowdfunded
offerings.
| The types of information that an issuer is required to provide
in annual reports and how often they must provide it

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The issuer would be required to file
annual reports until they become an
Exchange Act reporting company,
the issuer or another party
repurchases all of the shares sold
via crowdfunding or the issuer
liquidates or dissolves the business
in accordance with state law.
| The types of information that an issuer is required to provide
in annual reports and how often they must provide it

31. The limitations on an
investor’s right to cancel an
investment commitment

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Now we will discuss the limitations on an investor’s right to cancel an
investment commitment.
| The limitations on an investor’s right to cancel an
investment commitment

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Investors may cancel an investment of investment commitment
at any point before the deal is finalized. To cancel the
investment, simply click the “Cancel Investment” button in the
Portfolio section if the investment is not confirmed or by
sending and email at support@truCrowd.com, otherwise.
Also, five days prior the closing, the investors will get an email
reminding them that they can change their mind 48 hours prior
the closing date.
Once the offering has been closed, the investor can not cancel
their investment.
| The limitations on an investor’s right to cancel an
investment commitment

34. The need for the investor to
consider whether investing is
appropriate for him or her

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The next section specifically focuses those new to investing and the
need for the investor to consider whether investing in a security
offered and sold in reliance on Section 4(a)(6) is appropriate for him
or her
| The need for the investor to consider whether investing is
appropriate for him or her

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If you are new to investing, market
research and overall personal
familiarity with the product or
company you plan to invest in are
crucially important.
| The need for the investor to consider whether investing is
appropriate for him or her

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You will also have the ability to ask
questions directly to the issuer and
inspect specific documents, such as
financial records. If you require
additional information from what the
issuer has initially posted, you have
the ability to get the answers you
need.
| The need for the investor to consider whether investing is
appropriate for him or her

38. Following completion of an
offering, there may or may not be
any ongoing relationship between
the issuer and intermediary

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Last but not least, we will advise you that following completion of an
offering, there may or may not be any ongoing relationship between the
issuer and intermediary.
| Following completion of an offering, there may or may not be
any ongoing relationship between the issuer and intermediary