Investment and Securities Risk Disclosure

Effective Date: June 19, 2026

This Investment and Securities Risk Disclosure (the "Disclosure") explains the nature of the investment-related features of the NxGeN platform and the risks of using them. It is published by NXGEN Holdings LLC, a Florida limited liability company ("NxGeN," "we," "us," or "our"), and is incorporated by reference into our Terms of Service. Capitalized terms used but not defined here have the meanings given in the Terms of Service.

Please read this Disclosure carefully before you use the deal vault, deal mandates, the Givers Network, the practice (paper) trading feature, the Jen assistant, or any other feature that touches investments, securities, or markets.

1. NxGeN Is Not an Adviser, Broker, or Fiduciary

NxGeN is a membership community and a provider of record-keeping, organization, and communication tools. NxGeN is not a registered investment adviser, broker-dealer, dealer, exchange, alternative trading system, funding portal, bank, or fiduciary, and NxGeN does not act in any of those capacities.

Nothing on the platform, at our events, in communications with other members, or in any feature of the Services is, or should be relied on as:

• investment, legal, tax, accounting, or other professional advice;
• a recommendation, endorsement, or solicitation to buy, sell, or hold any security or other asset;
• an offer to sell, or a solicitation of an offer to buy, any security; or
• a guarantee or prediction of any investment result.

You are solely responsible for your own investment and business decisions. You should consult your own licensed investment, legal, and tax advisers before making any decision.

2. No Recommendations and No Suitability Determination

NxGeN does not assess the suitability or appropriateness of any investment, asset, or strategy for you. Any organization of information, matching of stated interests, surfacing of materials, or output of an automated feature is provided for your convenience and information only. It does not constitute a recommendation and does not reflect any view by NxGeN that an investment is suitable, prudent, or advisable for you.

3. Member-to-Member Dialogue

Conversations among members about investments, allocations, deals, sponsors, managers, or markets are peer dialogue. They are not advice from NxGeN, and NxGeN does not verify, endorse, or take responsibility for statements members make to one another. You are responsible for your own diligence on any opportunity you learn about through the community. Members are prohibited from publicly soliciting investors through the Services in violation of applicable securities laws, as described in the Terms of Service.

4. The Deal Vault and Investment Materials

4.1 Record-Keeping Only

The deal vault is a private, member-controlled tool for organizing and storing investment-related materials. Materials you add to your vault are private to you. NxGeN does not list, display, distribute, broker, or market your materials to any other person, and provides no marketplace, offering platform, or matching of buyers and sellers of securities.

4.2 Your Attestations

When you add a deal or materials to your vault, you attest, as recorded in the Services, that:

• you have the legal right to upload and store the materials, and doing so does not violate any confidentiality agreement, fiduciary duty, or applicable law binding on you;
• the relationship you have to the deal and any economic interest you have disclosed are accurate and complete; and
• the materials remain private to you unless and until you explicitly choose to share them through a future NxGeN feature.

We record each attestation, with its version, timestamp, and your IP address, as a permanent audit record that is retained even if you later delete the deal.

4.3 Material Non-Public Information

You are responsible for handling material non-public information lawfully. You must not use the Services in a way that would cause you or NxGeN to violate insider-trading or other securities laws. Where you indicate that a deal involves public securities, certain features (including automated features) are restricted.

4.4 No Verification

NxGeN does not independently verify the accuracy, completeness, ownership, valuation, or legal status of any materials in your vault. The materials are provided by members and are used at your own risk.

5. No Accreditation or Investor-Status Verification

NxGeN does not verify whether you, or any other member, is an accredited investor, qualified purchaser, qualified client, or otherwise eligible to participate in any particular investment. Membership in NxGeN does not establish any such status. You are responsible for confirming your own eligibility and for complying with the securities laws that apply to you and to any transaction you enter.

6. The Givers Network

The Givers Network lets members share lifestyle assets with one another. It is not an investment program and is not intended to produce financial returns. Any arrangement is solely between the participating members, who are responsible for legality, condition, insurance, and permitted use, as described in the Terms of Service. NxGeN is not a party to, and does not warrant, any such arrangement.

7. Practice (Paper) Trading Is a Simulation

The practice trading feature, also called paper trading, is an educational simulation. It is not a brokerage account and does not involve real money, real orders, or real securities.

• All balances are practice balances. No real funds are deposited, held, invested, or at risk, and no real trades are executed.
• Orders fill against market prices for illustration only. Quotes may be real-time, delayed, or, where live data is unavailable, synthetic, and simulated fills do not reflect the prices, timing, fees, spreads, slippage, taxes, or liquidity you would experience in a real account.
• Simulated results are hypothetical. Hypothetical performance has inherent limitations, does not represent actual trading, and is not a promise or prediction of any real result. Past or simulated performance is not indicative of future results.
• Practice trading is for education only. It is not investment advice or a recommendation to trade any security, and your simulated activity is not monitored or evaluated for suitability.
• Market data is provided by third parties (including Finnhub) and by NxGeN's synthetic data source "as is," without warranty of accuracy, completeness, timeliness, or fitness for any purpose, and may not be used for any commercial or real-trading purpose.

8. AI-Assisted Features

Features that use artificial intelligence, including the Jen assistant and any advisor-modeled personas, generate responses by automated means. Their output is informational only, may be incomplete or inaccurate, and is not investment, legal, tax, or other professional advice or a recommendation. You should independently verify anything important and consult a qualified human professional before acting. AI features that touch deals operate under additional controls and human-review requirements, and some are not enabled.

9. Investing Involves Risk

All investing involves risk, including the possible loss of principal. Private investments, early-stage companies, and alternative assets are especially risky: they are often illiquid, hard to value, long-term, and may result in a total loss. Diversification and strategy do not assure a profit or protect against loss. No content or feature of the Services reduces these risks.

NxGeN does not custody securities or client funds. Nothing offered through the Services is a bank deposit, and nothing is insured by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), or any other government or private insurer.

10. No Outcome Guarantee

NxGeN does not guarantee any outcome from membership or from any feature, including any investment return, deal flow, introduction, allocation, or business result.

11. Changes to This Disclosure

We may update this Disclosure from time to time. When we make material changes, we will update the Effective Date above and provide notice through the Services or by email. Your continued use of the investment-related features after the change becomes effective constitutes your acceptance of the updated Disclosure.

12. Contact

NXGEN Holdings LLC Legal: legal@nxgen.club Member Support: support@nxgen.club Website: nxgen.club