trucrowd education for non accredited investors

Anyone can invest

Any company can raise funds

Introduction

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In October 2015, the Securities and Exchange Commission released the final rules on Regulation Crowdfunding.

In this report, the SEC references Educational Materials and that “Section 4A(a)(3) states 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

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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

The process for the offer, purchase and issuance of securities through the intermediary

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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 through the intermediary

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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.

Once the offering is live, all investors will be able to view the basic information and ask questions about the offering. At TruCrowd we have three levels of access and to view the second and third levels, which contain more private information, investors must request permission. All offerings are live for a predetermined period of time.

Once permission is granted by the issuer, the investor can access (in a Virtual Data Room) certain confidential documents. Investors may also request additional information and communicate with other investors regarding the offering.

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| The process for the offer, purchase and issuance of securities through the intermediary

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| The process for the offer, purchase and issuance of securities through the intermediary

6 If, and only if, the offering reaches its funding target, the pledge will then be activated. If the offering does not reach its target amount the money will go back into each investment account

5 If the investor decides to fund the offering, they will pledge their determined amount through the official pledge process.

To be able to Pledge and invest in any offering, the investor will have to fund their Investor Account (held by the escrow agent).

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Once the closing is final, TruCrowd will verify the shares certificated (they might be book certificates) have been distributed to the investors by a Stock Transfer Agent.

The escrow agent will then release all 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 48 hours before the closing to allow adequate time to change their minds.

The risks associated with investing in securities offered and sold in reliance on Section 4(a)(6)

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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)

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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)

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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)

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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)

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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)

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 general, only shares 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 what percentage of the company is being offered through equity crowdfunding shares and if this percentage will have voting rights on company proceedings.

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

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)

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)

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

Any investor whose annual income and net worth are both less than $100,000 may invest the greater of 5%, or $2,000, in a 12-month period.

Any investor whose annual income and net worth are more than $100,000 may invest 10% of annual income or 10% of net worth, whichever is greater, in a 12-month period.

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

The circumstances in which the issuer may cancel an investment commitment

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The slide will cover the investor’s rights to cancel a pledge. First are the circumstances in which the issuer may cancel an investment commitment.

| The circumstances in which the issuer may cancel an investment commitment

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Investors may withdraw or cancel a pledge in an offering at any point before the deal is finalized. To cancel the investment, simply click the “Unpledge” button in the offering. You will also receive a 48-hour reminder notice before the offering closes to validate or withdraw your pledge.

| The circumstances in which the issuer may cancel an investment commitment

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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Once the offering has closed, you may not cancel your investment. You will receive a message up to 48 hours before closing to provide adequate time to make your final decision.

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

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 request 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

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