Regulatory Filings

1. Entity Status

The Companies are organized and operate as follows:

Both entities share the same principal place of business at 6044 Gateway Blvd E, Suite 544, El Paso, TX 79905. Neither entity is a bank, savings institution, insurance company, or any other type of regulated financial institution subject to prudential supervision by a federal or state banking regulator.

2. Regulation D — Private Placement Exemption

ABR First Capital, LLC offers securities pursuant to the exemption from registration provided by Regulation D, Rule 506(c) under the Securities Act of 1933, as amended (the "Securities Act").

Rule 506(c) — General Solicitation Permitted

Under Rule 506(c), securities may be offered and sold without SEC registration, and general solicitation and advertising are permitted, provided that:

• All purchasers of the securities are accredited investors; and
• The issuer takes reasonable steps to verify that all purchasers are accredited investors.

ABR First Capital, LLC verifies accredited investor status before accepting any investment. Verification may include review of financial statements, tax returns, brokerage statements, a written confirmation from a licensed CPA, attorney, or registered investment adviser, or other documentation establishing that the investor meets the definition of "accredited investor" under Rule 501(a) of Regulation D.

Investment is limited to accredited investors only. Non-accredited investors, regardless of sophistication, may not participate in offerings made under Rule 506(c).

Resale Restrictions

Securities sold under Regulation D are "restricted securities" as defined in Rule 144 under the Securities Act. They may not be resold unless registered under the Securities Act or an applicable exemption from registration is available. Investors must be prepared to hold securities for an indefinite period. Transfer restrictions are set forth in the applicable subscription agreement and promissory note.

3. Form D Filings

The Companies file Form D with the U.S. Securities and Exchange Commission within 15 days of the first sale of securities in each offering, as required by Regulation D. Form D is a notice filing — it does not represent SEC approval or review of the offering or its terms.

Form D filings are publicly available on the SEC's EDGAR database. To search for filings by ABR First Capital, LLC, visit:

SEC EDGAR Form D Search

Note: You may search by company name. The presence of a Form D filing does not constitute a recommendation or endorsement by the SEC of any investment.

4. State Securities Exemptions

In addition to the federal Regulation D exemption, the Companies rely on applicable state securities law exemptions ("Blue Sky laws") in each state where investors are located. Generally, offerings made under Rule 506 of Regulation D are preempted from state registration requirements under the National Securities Markets Improvement Act (NSMIA), though notice filings and fees may be required in certain states.

Texas

In Texas, private placements to accredited investors by issuers relying on Regulation D are exempt from registration under the Texas Securities Act (Texas Gov't Code §4003.005 and related provisions). The Companies comply with applicable Texas State Securities Board notice requirements.

Other States

For investors located outside Texas, the Companies assess applicable state exemptions on a state-by-state basis. Investors may be restricted from participating in certain offerings based on their state of residence. Prospective investors should consult their own legal counsel regarding the applicability of their state's securities laws.

5. Investment Adviser Registration Status

ABR First Capital, LLC is not registered as an investment adviser under the Investment Advisers Act of 1940 or under any state investment adviser statute. The Company does not provide individualized investment advice to investors.

The Companies rely on applicable exemptions from investment adviser registration, which may include the "issuer" exemption (advisers that advise only their own securities offerings) or other applicable exemptions. Investors who require investment advice should consult a registered investment adviser of their own choosing.

6. Broker-Dealer Registration Status

ABR First Capital, LLC is not registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 or under any state broker-dealer statute. The Company relies on applicable exemptions from broker-dealer registration, including the issuer exemption under Exchange Act Section 15(a)(1) and applicable SEC no-action guidance.

All offers and sales of securities by the Companies are made through exempt channels. The Companies do not pay transaction-based compensation to unregistered persons in connection with securities offerings.

7. Bank Secrecy Act & Anti-Money Laundering Compliance

The Companies maintain a written Anti-Money Laundering (AML) Program as required by applicable law, including the Bank Secrecy Act (BSA) and regulations promulgated by the Financial Crimes Enforcement Network (FinCEN). Our AML Program includes:

• Customer Identification Program (CIP): Collection and verification of identifying information for all investors, including name, address, date of birth, and government-issued identification number;
• Customer Due Diligence (CDD): Risk-based assessment of investor profiles, including source of funds and wealth;
• Enhanced Due Diligence (EDD): Additional verification for higher-risk investors, including politically exposed persons (PEPs) and investors from high-risk jurisdictions;
• Suspicious Activity Reporting: Filing of Suspicious Activity Reports (SARs) with FinCEN where required;
• Currency Transaction Reporting: Filing of Currency Transaction Reports (CTRs) for cash transactions exceeding applicable thresholds;
• Record Keeping: Maintenance of required records for the minimum statutory periods;
• AML Training: Regular training of all relevant personnel.

For detailed information about our AML and KYC policies, please see our FATF Statement.

8. OFAC & Sanctions Compliance

The Companies screen all prospective and existing investors and counterparties against the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List and applicable consolidated sanctions lists, including:

• OFAC SDN and Blocked Persons List;
• OFAC Consolidated Sanctions List;
• U.S. Department of State Debarment Lists;
• FBI Most Wanted Terrorists list;
• Applicable international sanctions lists (EU, UN, OFSI as relevant).

The Companies will not accept investments from, or transact business with, any person or entity that appears on applicable sanctions lists, is located in a comprehensively sanctioned jurisdiction, or is owned or controlled by a sanctioned party. Violations of sanctions law are reported to OFAC as required.

9. FinCEN Registration & Reporting

To the extent required by applicable FinCEN regulations, the Companies comply with registration requirements for money services businesses or other regulated entities. The Companies file all required reports with FinCEN, including SARs and CTRs, in a timely manner.

The Companies also comply with FinCEN's Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act, including filing required reports with FinCEN identifying beneficial owners of the Companies holding 25% or more ownership or exercising substantial control.

10. SEC & Regulatory Public Resources

Prospective investors are encouraged to use the following SEC resources to conduct independent due diligence:

• EDGAR (Electronic Data Gathering, Analysis, and Retrieval): Search for Form D and other SEC filings at sec.gov/edgar
• Investor.gov: SEC investor education resources at investor.gov
• Check Investment Professionals: Verify broker-dealer and investment adviser registrations at investor.gov
• Texas State Securities Board: Verify Texas securities registrations and file complaints at ssb.texas.gov
• FINRA BrokerCheck: Research broker-dealer and registered representative backgrounds at brokercheck.finra.org

11. Regulatory Complaints & Inquiries

Investors or prospective investors with regulatory concerns may contact the Companies directly at:

Regulatory Authorities

Investors may also contact the following regulators with complaints or inquiries:

• SEC: sec.gov/tcr — Submit tips, complaints, and referrals
• Texas State Securities Board: (512) 305-8300 or ssb.texas.gov
• FINRA: (301) 590-6500 or finra.org/investors/have-problem
• CFPB: consumerfinance.gov/complaint