Risk Disclosures

1. General Risk Statement

Investing in promissory notes and other securities offered by ABR First Capital, LLC and ABR Capital Funding LLC (collectively, "the Companies," "we," or "us") involves a high degree of risk. An investment in these securities is speculative and suitable only for investors who can bear the loss of their entire investment, who have no need for liquidity with respect to their investment, and who can afford to hold the investment for an indefinite period of time.

The Companies operate in the government contract invoice financing sector. While this business model is backed by U.S. federal, state, and local government payment obligations, the following risks, among others, could materially and adversely affect the Companies' business, financial condition, results of operations, and the value of your investment.

2. Accredited Investor Requirement

Securities offered by the Companies are available only to accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. By investing, you represent and warrant that you meet one or more of the following criteria:

• Your individual net worth, or joint net worth with your spouse or spousal equivalent, exceeds $1,000,000, excluding the value of your primary residence;
• Your individual income exceeded $200,000 in each of the two most recent calendar years, and you reasonably expect the same for the current year; or
• Your joint income with your spouse exceeded $300,000 in each of the two most recent calendar years, with a reasonable expectation of reaching the same level in the current year;
• You are a licensed investment adviser representative, a licensed general securities representative (Series 7), or hold a Series 65 or Series 82 license in good standing; or
• You are an entity with total assets exceeding $5,000,000 not formed for the specific purpose of acquiring these securities.

The Companies are not required to verify accredited investor status unless relying on Rule 506(c). Investors are solely responsible for the accuracy of their representations. Providing false representations constitutes securities fraud and may expose you to civil and criminal liability.

3. No Guarantee of Returns

Target returns of 10–11% APR are projections based on historical portfolio performance and current operational conditions. They are not guaranteed. Actual returns may be higher, lower, or zero.

Past performance is not indicative of future results. The Companies' historical experience with government contract invoice collections does not guarantee future collections. Government agencies may delay, dispute, reduce, or withhold payment on invoices for a variety of reasons, including:

• Disputes over contract performance or deliverable acceptance;
• Government sequestration, continuing resolutions, or funding gaps;
• Contractor default, debarment, or suspension from government contracting;
• Legal challenges, procurement protests, or audits;
• Contractor fraud or misrepresentation of invoice validity.

Principal repayment at maturity is not guaranteed. In the event of insufficient cash flow, investors may receive delayed, partial, or no principal repayment.

4. Liquidity & Transfer Restrictions

The promissory notes offered by the Companies are illiquid investments. There is no public market for these securities, and no such market is expected to develop. Notes are not listed on any securities exchange.

Transfer of notes is subject to significant restrictions:

• Notes may not be sold, transferred, pledged, hypothecated, or otherwise disposed of without the Companies' prior written consent;
• Any transfer must comply with applicable federal and state securities laws;
• The Companies are under no obligation to repurchase or redeem notes prior to maturity;
• Early redemption provisions, if any, are set forth in the individual note agreement and may include penalties or haircuts.

Investors should expect to hold their notes for the full stated term (typically 2–3 years) and should not invest funds they may need prior to maturity.

5. Credit & Counterparty Risk

Government Agency Risk

While invoice payments are legal obligations of the applicable government agency, collection may be delayed or contested. Sovereign immunity doctrines may limit the Companies' ability to compel payment or recover costs in certain circumstances. Changes in appropriations, political priorities, or administrative procedures could adversely affect payment timing.

Contractor Default Risk

If a government contractor fails to perform under its contract, the contracting agency may withhold, offset, or recover payments. Dual-assignment structures and direct-pay agreements reduce but do not eliminate this risk. Contractor insolvency, bankruptcy, or fraud could result in loss of principal.

Concentration Risk

At any given time, the Companies' portfolio may be concentrated in a limited number of contractors, agencies, or geographic regions. Such concentration increases the impact of any single default or payment disruption on overall portfolio performance.

6. Concentration Risk

The Companies' business is concentrated in a specific asset class: U.S. government contract invoice financing. A systemic adverse event affecting this sector — such as a prolonged government shutdown, widespread contractor debarment, changes in federal procurement policy, or significant budget cuts — could materially impair the entire portfolio simultaneously.

Unlike broadly diversified investment vehicles, the Companies do not invest across multiple unrelated asset classes. Investors seeking broader diversification should consider limiting the portion of their portfolio allocated to these securities.

7. Operational Risk

Management Dependency

The Companies' performance depends substantially on the expertise, judgment, and continued service of key personnel. The loss of key management could materially and adversely affect operations and investor returns.

Due Diligence Risk

Despite rigorous contractor and invoice vetting processes, the Companies may inadvertently advance funds against fraudulent, disputed, or uncollectible invoices. Fraudulent contractors may misrepresent contract status, invoice amounts, or government agency approvals.

Systems & Technology Risk

Operational failures, cybersecurity incidents, data breaches, or system outages could disrupt the Companies' ability to originate, service, or collect on government contract invoices, potentially affecting investor distributions.

Third-Party Service Provider Risk

The Companies rely on third-party service providers including legal counsel, accountants, custodians, and financial institutions. Failure or disruption of any third-party service could adversely impact operations.

8. Regulatory & Legal Risk

Securities Law Changes

Changes in federal or state securities laws and regulations could affect the Companies' ability to raise capital, the terms under which securities may be offered, or the ongoing reporting and compliance obligations of the Companies.

Investment Adviser Regulation

The Companies are not registered as investment advisers under the Investment Advisers Act of 1940 or applicable state law. The Companies do not provide individualized investment advice. Nothing on the InvestABR website or in any offering materials constitutes investment, tax, or legal advice.

Anti-Money Laundering & Sanctions

The Companies are subject to applicable anti-money laundering (AML) and know-your-customer (KYC) requirements. Investors may be required to provide documentation verifying their identity, source of funds, and beneficial ownership. Investments from sanctioned individuals, entities, or jurisdictions will be declined and reported to appropriate authorities.

Tax Law Changes

Changes in federal, state, or local tax laws could adversely affect the after-tax returns on your investment. Investment income from the Companies is generally treated as ordinary interest income for U.S. federal income tax purposes, though investors should consult their own tax advisors regarding their specific tax situation.

Litigation Risk

The Companies may become subject to legal proceedings, including disputes with contractors, government agencies, or investors, that could consume management resources and result in financial liability.

9. Tax Considerations

The tax treatment of an investment in the Companies' securities depends on the investor's particular circumstances, including their country of residence, tax status, and the nature of the investment. The following is a general summary and does not constitute tax advice.

• Interest Income: Interest payments received on promissory notes are generally taxable as ordinary income for U.S. federal income tax purposes in the year received or accrued.
• Foreign Investors: Non-U.S. investors may be subject to U.S. withholding tax on interest income. Tax treaty benefits may be available to residents of certain countries.
• State & Local Taxes: Interest income may also be subject to state and local income taxes depending on the investor's jurisdiction.
• IRS Reporting: The Companies will issue Form 1099-INT to U.S. investors as required by law. Investors are responsible for accurate reporting on their own tax returns.

Investors are strongly encouraged to consult with a qualified tax advisor before investing and at each tax year-end to ensure compliance with all applicable tax obligations.

10. Forward-Looking Statements

This website and all offering materials contain forward-looking statements within the meaning of applicable securities laws. Words such as "expect," "anticipate," "project," "plan," "believe," "estimate," "target," "forecast," and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results may differ materially from those described in forward-looking statements as a result of:

• Changes in general economic conditions or government spending priorities;
• Changes in interest rates or credit markets;
• Contractor defaults, fraud, or government payment disputes;
• Regulatory changes affecting the Companies' operations;
• Competition for qualified government contractors or deal flow;
• Other factors beyond the Companies' control.

The Companies undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

11. No Investment Advice; Independent Review Recommended

Nothing contained on the InvestABR website, in the investor package, or in any communication from the Companies constitutes investment, legal, tax, or accounting advice. The Companies do not act as fiduciaries to prospective investors.

Before investing, prospective investors should:

• Review all offering documents, including the promissory note agreement and any Private Placement Memorandum (PPM) in their entirety;
• Consult with an independent attorney, accountant, and/or financial advisor regarding the suitability of this investment;
• Independently verify the Companies' representations regarding business operations, historical performance, and legal structure;
• Consider the risks described herein in the context of their overall financial situation and investment objectives.