RISK FACTORS

(AN ILLUSTRATIVE AND NON-EXHAUSTIVE LIST OF RISK FACTORS RELATING TO AN INVESTMENT IN THE COMPANY)
The Subscriber should be aware that an investment in the Company involves a high degree of risk. There can be no assurance that the Company’s business objectives will be achieved, or that the Subscriber will receive a return of its capital. In addition, there will be occasions when the Manager and its Affiliates may encounter potential conflicts of interest in connection with the Company. The following considerations, among others, should be carefully evaluated before making an investment in the Company.
RISK INHERENT IN START-UP COMPANIES.
The type of business that the Company is entering into involves a high degree of risk. In general, financial and operating risks confronting a new technology company can be significant. A loss of a Subscriber’s entire investment is possible. In addition, the markets that the Company’s target are highly competitive and in many cases the competition consists of larger companies with access to greater resources. The timing of profit realization is highly uncertain. Losses are likely to occur early in the Company’s term, while successes often require a long maturation.

LIMITED OPERATING HISTORY.
The Company is a newly formed entity and has no operating history. The Manager of the Company and the business team trying to execute on the business plan have no history of being successful in managing a company. There can be no assurance that the Manager’s assessment of the prospects of the business will prove accurate or that the Company will achieve its objective. Past performance of the Manager and the business team is not necessarily indicative of future results. New companies such as the Company often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. In addition, the Company may require additional financing which may or may not be available to allow such companies to grow and create revenue.

RISK IF $250,000 IS NOT RAISED.
The Offering can close with only $30,000 raised in the Initial Closing. If no additional money is raised by the Offering, the Company will not be able to execute fully on its business plan and may run out of money within 3 months of the Initial Closing. If the Company is unable to raise additional capital, the Company may go bankrupt or raise funds that significantly dilute the Subscriber.

TECH STARTUPS HAVE SPECIFIC RISKS.
The specific risks faced by the Company include:
• rapidly changing science, technologies and consumer preferences;
• new competing products and improvements in existing products which may quickly render existing products or technologies obsolete;
• scarcity of management, technical, scientific, research and marketing personnel with appropriate training;
• the possibility of lawsuits related to patents and intellectual property; and
• rapidly changing investor sentiments and preferences with regard to technology related investments (which are generally perceived as risky).
• Risks in the economy due to Covid-19 and risks associated with employees unable to work under the current regulations due to Covid-19.

NO ASSURANCE OF RETURNS.
There can be no assurance that the Subscriber will receive distributions from the Company in an amount equal to its investment in the Company. The timing of profit realization, if any, is highly uncertain. The Manager expects the initial expenses of the Company to result in initial losses for the Company.

RELIANCE ON THE MANAGER.
The Manager will have sole discretion over the use of proceeds of the Offering as well as the ultimate realization of any profits. The Subscriber may not receive the detailed financial information issued by the tech partner startups. Accordingly, the Subscriber will not have the opportunity to evaluate the relevant economic, financial and other information that will be utilized by the Manager in its execution of the business plan. The loss of a Managing Director would likely have a significant adverse impact on the business of the Company. No assurances can be given that the Managing Director will continue to be affiliated with the Company throughout its term. Notwithstanding any prior experience that a Managing Director may have in managing a company, any such experience necessarily was obtained under different market conditions and with different technologies at the forefront of development. There can be no assurance that a Managing Director and/or the Manager will be able to duplicate prior levels of success.

RELIANCE ON MANAGEMENT.
To the extent that the senior management of the Company performs poorly, or if a key manager terminates employment, the Subscriber’s investment in such company could be adversely affected.

CHANGING ECONOMIC CONDITIONS/COVID-19.
The success of any Company is determined to some degree by general economic conditions, and the Manager’s execution of the business plan could be significantly impacted by changing external economic conditions in the United States and global economics. The availability, unavailability, or hindered operation of external credit markets, equity markets and other economic systems which the Company may depend upon to achieve its objectives may have a significant negative impact on the Company’s operations and profitability. The stability and sustainability of growth in global economies may be impacted by the current or future pandemics, terrorism or acts of war. There can be no assurance that such markets and economic systems will be available or will be available as anticipated or needed for the Company to operate successfully. Changing economic conditions could potentially adversely impact the valuation of the Company’s business.

RELIANCE ON CILA LABS, LLC and CILA INCUBATOR PRIVATE LIMITED
The Company has entered into contracts with CILA Incubator Private Limited, a company formed under the laws of India (and an affiliate of the Company) to provide software development and maintenance services and CILA Labs, LLC (also an affiliate of the Company) to provide management, marketing, accounting and other administrative services. Most of the proceeds from the Offering will go towards paying for the services provided by CILA Labs and CILA Incubator. While the Manager believes that the price paid for such services is fair market value, there can be no assurance that it would have been more effective for the Company to engage with non-affiliated contractors of such services.

REPAYMENT OF CERTAIN DISTRIBUTIONS.
In the event that the Company is unable otherwise to meet its obligations, Subscriber may be required to repay to the Company or to pay to creditors of the Company distributions previously received by them, if any.

INDEMNIFICATION.
The Company will be required to indemnify the Manager and its members, the Managing Director and affiliates for liabilities incurred in connection with the affairs of the Company. Such liabilities may be material and have an adverse effect on the returns to the Subscriber. If the assets of the Company are insufficient, the Manager may require the return of distributions.

FUTURE AND PAST PERFORMANCE.
The performance of any prior entity affiliated with the Managing Director is not necessarily indicative of the Company’s future results. While the Manager intends for the Company to execute on its business plan, there can be no assurance that targeted results will be achieved. Loss of principal is possible on any given investment.

BRIDGE FINANCING.
The Company may receive from CILA Labs or ChangeMaker Ventures, LLC bridge financing if it cannot raise the needed capital in other ways. Such bridge loans would typically be convertible into a more permanent, long-term security and may dilute the Subscriber. If the Company does not receive such bridge financing it may be forced into bankruptcy.

LIMITATIONS ON ABILITY TO EXIT INVESTMENTS.
The Company expects that at some point in the next ten years that it will either (i) merge with another company or (ii) do an initial public offerings. At any particular time, one or both of these avenues may not be open to the Company, or timing with respect to these exit mechanisms may be inopportune. As such, the ability to exit from the Company may be constrained at any particular time.

POTENTIAL LIABILITIES.
 The Company will indemnify the Manager and its principals, among others, for liabilities incurred in connection with operations of the Company, including liabilities arising from such suits. Such indemnification obligations and other liabilities could be substantial.

NO MARKET; ILLIQUIDITY OF THE INTEREST.
An investment in the Company will be illiquid and involves a high degree of risk. There is no public market for the Interest, and it is not expected that a public market will develop. Consequently, the Subscriber will bear the economic risks of its investment for the term of the Company.

CERTAIN LIMITATIONS ON THE ABILITY OF THE SUBSCRIBER TO TRANSFER ITS INTEREST.
The transferability of the Interest will be restricted by the Operating Agreement and by United States federal and state securities laws. In general, the Subscriber will not be able to sell or transfer its Interest to third parties without the consent of the Manager.

LEGAL AND REGULATORY RISKS.
The Company does not plan to register the offering of the Interests to its limited partners under the United States Securities Act of 1933, as amended (the “Securities Act”). As a result, the Subscriber will not be afforded the protections of such Acts with respect to their investment in the Company.

CONFLICTS OF INTEREST.
The following discussion enumerates certain potential conflicts of interest that should be carefully evaluated before making an investment in the Company. The following is not intended as an exhaustive list of the potential conflicts. Instances may arise where the interest of the Manager (or its members) may potentially or actually conflict with the interests of the Company and the Members. Conflicts of interest may arise as a result of the Manager having other investments, both public and private. While certain assurances are provided in the Operating Agreement to address these potential conflicts, certain risks may remain. By acquiring an interest in the Company, each Subscriber will be deemed to have acknowledged the existence of any such actual or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflicts of interest. CILA Labs, LLC is a 50% owner of the Company and also provides administrative and technological services to the Company through a contract with the Company. CILA Labs also does this for many other portfolio companies.

LACK OF CONTROL.
Subject to the implementation of the limitations described in the Operating Agreement, the Manager has complete discretion in managing the Company’s business. The Subscriber will not make decisions with respect to the management, disposition or other realization of any investment made by the Company, or other decisions regarding the Company’s business and affairs. The Subscriber is subscribing for non-voting interests and as result will have no ability to direct the affairs of the Company.

WITHHOLDING AND OTHER TAXES.
The Manager intends to structure the Company’s business in a manner that is intended to achieve the Company’s objectives and, notwithstanding anything contained herein to the contrary, there can be no assurance that the structure of any investment will be tax efficient for any particular investor or that any particular tax result will be achieved. In addition, tax reporting requirements may be imposed on investors under the laws of the jurisdictions in which investors are liable for taxation or in which the Company does business. Prospective Subscribers should consult their own professional advisors with respect to the tax consequences to them of an investment in the Company under the laws of the jurisdiction in which they are liable for taxation. Furthermore, the Company’s returns may be reduced by withholding or other taxes imposed by jurisdictions in which the Company’s operates.

AUDIT.
The Internal Revenue Service could audit the Company’s information and adjustments to the Company’s tax returns could occur as a result. Any such adjustment could result in the Company paying additional tax, interest and penalties, as well as incremental accounting and legal expenses.

DIVERSE SUBSCRIBERS.
The Subscribers may have conflicting investment, tax, and other interests with respect to their investments in the Company. The conflicting interests of individual Subscribers may relate to or arise from, among other things, the nature of business decisions made by the Company. As a consequence, conflicts of interest may arise in connection with decisions made by the Manager with respect to the nature or structuring of business decisions that may be more beneficial for some Subscribers than for others, particularly with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for the Company, the Manager will consider the investment and tax objective of the Company and the Members as a whole, not the investment, tax or other objective of any Subscriber individually.

CONFIDENTIAL INFORMATION.
The Operating Agreement will contain confidentiality provisions intended to protect proprietary and other information relating to the Company and the Company’s business operations. To the extent that such information is publicly disclosed, competitors of the Company and/or competitors of its portfolio companies, and others, may benefit from such information, thereby adversely affecting the Company, the Manager and the economic interests of the Subscribers.

The foregoing risks do not purport to be a complete explanation of all the risks involved in acquiring units in the Company. The Subscriber is urged to read all of the Subscription Documents (including the Amended and Restated Operating Agreement) before making a determination whether to invest in the Company.