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Josh Fagan Appointed as CEO of Seedbrite Ventures

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Seedbrite Ventures, LLC
651 Delaware Avenue Suite 210
Buffalo, NY 14202

info@seedbrite.com

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Risk Factors

You should understand that an investment in the LLC is a high-risk investment. An investment in the LLC is appropriate only if you are prepared to assume the substantial risks associated with such an investment. You should carefully examine the risk factors and the other information contained in this Memorandum in order to help you evaluate the risks of this offering. The following is not a complete list of all risks involved in connection with an investment in the LLC. There can be no assurance that the LLC will be able to achieve its investment objective, that Investors will receive a return on their capital, or that Investors will recover the capital contributed by them. In any event, you should invest in the LLC only if you can hold the Interest indefinitely and afford to lose your entire investment in the LLC.

There is a risk that you may not be able to adequately evaluate the investment merit of the LLC in which you invest because it is a start-up entity, with no assets, history of performance or revenue. The LLC will be subject to all the risks typically associated with any newly formed business. While venture capital investments offer the opportunity for significant gains, those investments also involve a high degree of business and financial risk and can result in substantial losses.

There generally will be little or no publicly available information regarding the status and prospects of the Portfolio Companies that the LLC invests in. There can be no guarantee that any Portfolio Company investment will result in a liquidity event via public offering, merger, acquisition or otherwise. The investments made by the LLC will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. Investments will be long term in nature and may require many years from the date of initial investment before disposition, if any.

The Advisors may make recommendations which result in a loss for the LLC. There can be no assurance that the LLC Advisor will make good recommendations that result in profitable investments of the LLC.

The LLC will invest in startups, ideas, technologies and generally unproven companies, managing those investments, and realizing a significant return for investors is uncertain and unlikely. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize these investments successfully.

A Portfolio Company will likely require several rounds of capital infusions before reaching maturity. The LLC and its co-investors may not provide any or only a portion of the necessary follow-on capital to a Portfolio Company. Accordingly, third-party sources of financing may be required. There is no assurance that the additional sources of financing will be available, or, if available, will be on terms beneficial to the LLC.

The contents of this communication: (i) do not constitute an offer of securities or a solicitation of an offer to buy securities, (ii) offers can be made only by the confidential Private Placement Memorandum (the “PPM”) which is available upon request, (iii) do not and cannot replace the PPM and is qualified in its entirety by the PPM, and (iv) may not be relied upon in making an investment decision related to any investment offering by the issuer, or any affiliate, or partner thereof ("Issuer"). All potential investors must read the PPM and no person may invest without acknowledging receipt and complete review of the PPM. With respect to any “targeted” goals and performance levels outlined herein, these do not constitute a promise of performance, nor is there any assurance that the investment objectives of any program will be attained. All investments carry the risk of loss of some or all of the principal invested. These “targeted” factors are based upon reasonable assumptions more fully outlined in the Offering Documents/ PPM for the respective offering. Consult the PPM for investment conditions, risk factors, minimum requirements, fees and expenses and other pertinent information with respect to any investment. These investment opportunities have not been registered under the Securities Act of 1933 and are being offered pursuant to an exemption therefrom and from applicable state securities laws. All offerings are intended only for accredited investors unless otherwise specified. Past performance are no guarantee of future results. All information is subject to change. You should always consult a tax professional prior to investing. Investment offerings and investment decisions may only be made on the basis of a confidential private placement memorandum issued by Issuer, or one of its partner/issuers. Issuer does not warrant the accuracy or completeness of the information contained herein. Thank you for your cooperation.

Only available in states where JCC Capital Markets, LLC is registered. JCC Capital Markets, LLC is not affiliated with any other entities identified in this communication.

Securities offered through JCC Capital Markets, LLC Member: Financial Industry Regulatory Authority (FINRA), Securities Investor Protection Corporation (SIPC)

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