Accredited Investor Disclaimer

No Offer or Solicitation

The information on this website is provided by The Malphrus Group ("Malphrus Group," "we," "us," or "our") for general informational purposes only. Nothing on this website constitutes an offer to sell, or a solicitation of an offer to buy, any security, investment product, or investment advisory service, nor shall any security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of that jurisdiction.

Any offering of securities by Malphrus Group or its affiliates, if made, will be made only through definitive offering documents, such as a private placement memorandum and related subscription materials, which will contain important information regarding investment objectives, risks, fees, and expenses. Any such offering documents supersede in their entirety the information contained on this website. Prospective investors should read the applicable offering documents carefully and in their entirety before making any investment decision.

Private Offerings; No Registration

Securities offered by Malphrus Group or its affiliates, if any, have not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any state, and are offered and sold in reliance on exemptions from the registration requirements of those laws, including exemptions available under Regulation D. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any such securities or passed upon the accuracy or adequacy of any offering materials, and any representation to the contrary is a criminal offense.

Accredited Investors Only

Participation in any offering by Malphrus Group or its affiliates is limited to persons who qualify as "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. In general, an individual is an accredited investor if he or she:

• Has an individual net worth, or joint net worth with a spouse or spousal equivalent, exceeding $1,000,000, excluding the value of his or her primary residence; or
• Has individual income exceeding $200,000 in each of the two most recent years, or joint income with a spouse or spousal equivalent exceeding $300,000 in each of those years, with a reasonable expectation of reaching the same income level in the current year; or
• Holds, in good standing, certain professional certifications or designations recognized by the Securities and Exchange Commission, such as the Series 7, Series 65, or Series 82 licenses.

Entities may qualify as accredited investors under separate criteria set forth in Rule 501(a), including certain entities with total assets exceeding $5,000,000 and entities in which all equity owners are accredited investors. Prospective investors may be required to verify or certify their accredited investor status before participating in any offering, and Malphrus Group reserves the right to request supporting documentation.

Investment Risks

Investments in real estate and land development involve a high degree of risk, including illiquidity, lack of diversification, complete loss of capital, default risk, market and economic risk, entitlement and regulatory risk, and construction and development risk. Investments of this type are suitable only for sophisticated investors who do not require liquidity, can bear the economic risk of loss of their entire investment, and have carefully reviewed the risk factors set forth in the applicable offering documents. Past performance is not indicative of future results, and there can be no assurance that any investment will achieve its objectives or avoid substantial losses.

Forward-Looking Statements

This website may contain forward-looking statements, including statements regarding anticipated projects, market conditions, pipeline, growth, or returns. Forward-looking statements are based on current expectations and assumptions that are inherently uncertain and are not guarantees of future performance. Actual results may differ materially from those expressed or implied by forward-looking statements, and Malphrus Group undertakes no obligation to update any such statements.

No Investment, Legal, or Tax Advice

Nothing on this website constitutes investment, legal, accounting, or tax advice, or a representation that any investment or strategy is suitable or appropriate for any particular person. Prospective investors should consult their own legal, tax, and financial advisors before making any investment decision.

Contact

Questions regarding this disclaimer may be directed to contact@malphrus.com.