Important Disclosures & Privacy Notice

1. About Carmichael & Russ Capital

Carmichael & Russ Capital, LLC ("C&R Capital," "we," "us") is a privately held, veteran-owned firm with multiple operating divisions under common ownership:

• C&R Investments identifies, evaluates and acquires controlling or significant minority positions in operating companies, real estate portfolios and other real-world assets, and provides private credit.
• C&R Capital Markets provides strategic advisory services, technology infrastructure and market-access services, including for companies seeking to tokenize real-world assets, raise capital or obtain secondary liquidity.

The divisions operate independently, with separate governance between advisory and investment functions. C&R Capital is not a fund and does not manage pooled investment vehicles for the public.

2. No offer or solicitation

Nothing on this website, and no communication from C&R Capital, constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security, financial instrument, investment product or service in any jurisdiction. Any offering will be made only through official offering documents — such as a private placement memorandum, subscription agreement and related materials — which contain material information about risks, fees and terms, and only to persons eligible to receive them under applicable law.

The information on this website is general in nature, does not take into account your objectives, financial situation or needs, and is not investment, legal, tax or accounting advice.

3. Intended audience and cross-border restrictions

This website is intended only for business owners, sophisticated and professional investors, and institutional counterparties who are permitted to receive this information under the laws of their jurisdiction. It is not directed at retail investors or at any person in a jurisdiction where its publication or availability would be unlawful or would require registration or licensing of C&R Capital or its partners.

By accessing this website you confirm that you are responsible for complying with the laws that apply to you. C&R Capital may decline any inquiry, engagement or participation at its sole discretion, including on the basis of residence, citizenship or investor status.

4. Jurisdiction-specific notices

Unless expressly stated in the relevant offering documents, no offering referenced by C&R Capital has been registered, filed with, approved or reviewed by any securities regulator in any jurisdiction. The following notices supplement this page; where a local notice is stricter, it applies.

United States

Securities referenced through our partner network have not been registered under the U.S. Securities Act of 1933 or any state securities law and are offered, if at all, pursuant to available exemptions, including Regulation D, Regulation A, Regulation Crowdfunding or Regulation S. Certain offerings are limited to "accredited investors" or "qualified purchasers" as defined under U.S. law. Securities may be subject to restrictions on transfer and resale.

Canada

Any distribution in Canada will be made only on a private-placement basis to "accredited investors" (and, where required, "permitted clients") under National Instrument 45-106 and applicable provincial requirements, and in reliance on available registration exemptions.

United Kingdom

This website has not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). In the United Kingdom it is directed only at persons who are investment professionals, certified or self-certified high net worth individuals, high net worth companies, or certified or self-certified sophisticated investors, as described in the FSMA 2000 (Financial Promotion) Order 2005, and at other persons to whom it may lawfully be communicated. Any investment activity to which it relates is available only to such persons.

European Union and European Economic Area

In each EEA member state, this website is directed only at persons who are "professional clients" within the meaning of Directive 2014/65/EU (MiFID II) or "qualified investors" within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation). It is not a marketing communication for an alternative investment fund, and nothing herein constitutes marketing under Directive 2011/61/EU (AIFMD).

The Caribbean

Nothing on this website constitutes a public offering in any Caribbean jurisdiction. Any transaction will be conducted only with eligible counterparties, on a private basis, and in compliance with local securities, exchange-control and investment-promotion laws, with local counsel where required.

Africa

Nothing on this website constitutes an offer to the public or a solicitation in any African jurisdiction. Any transaction will be conducted on a private basis with eligible counterparties, in compliance with applicable securities, exchange-control and foreign-investment regulations, and where required with the approval of, or notification to, the relevant local authorities.

Asia-Pacific

In Singapore, this website is directed only at institutional investors and accredited investors under the Securities and Futures Act 2001. In Hong Kong, it is directed only at "professional investors" under the Securities and Futures Ordinance (Cap. 571), and its contents have not been reviewed by any Hong Kong regulator. In Australia, it is directed only at "wholesale clients" under the Corporations Act 2001 (Cth) and is not a disclosure document. In all other Asia-Pacific jurisdictions, it is directed only at persons to whom it may lawfully be provided without registration or licensing.

Latin America

Nothing on this website constitutes a public offering in any Latin American jurisdiction. Any securities referenced have not been registered with any local securities regulator unless stated in the offering documents, and will be offered, if at all, only on a private-placement basis to eligible investors under applicable local exemptions.

All other jurisdictions

Persons in any other jurisdiction may access this website only where doing so is lawful and does not require any registration, licensing or approval of C&R Capital or its partners.

5. C&R Capital Markets division

Business model and compensation

For companies we advise and platform, we typically receive an upfront advisory fee and an equity stake as compensation. Specific fees and equity arrangements are disclosed in confidential engagement agreements and offering documents.

No investment advice

C&R Capital Markets provides advisory and infrastructure services only. We do not provide legal, tax, investment or ongoing portfolio advice, and we do not monitor individual investments on anyone's behalf.

Broker-dealer and partner network

Securities transactions and custodial services are facilitated through unaffiliated, appropriately registered or licensed partners, which may include FINRA-member broker-dealers, alternative trading systems, transfer agents, qualified custodians and their foreign equivalents. C&R Capital Markets does not act as a broker-dealer, custodian or transfer agent. You can research U.S. broker-dealers on FINRA BrokerCheck. We exercise reasonable diligence in selecting partners but are not responsible for their acts or omissions.

Accreditation and eligibility

Access to certain offerings requires accreditation, sophistication or professional-investor status as determined by the issuer and our regulated partners, using third-party verification and self-certification. Misrepresenting eligibility may result in legal consequences and denial of access.

6. C&R Investments division

C&R Investments acquires ownership positions in operating companies, real estate and other real-world assets, and provides private credit. These activities are separate from our advisory business but may involve companies that C&R Capital Markets also advises or platforms. Any such overlap is disclosed in writing before a transaction.

7. Conflicts of interest

C&R Capital and its divisions may hold financial interests in companies we advise, platform or invest in. We manage potential conflicts through:

• separate governance structures between advisory and investment functions;
• written conflict-of-interest policies;
• disclosure in engagement agreements and offering documents; and
• recusal from decisions in which we have a material financial interest.

Clients and investors should consult independent advisors if they have concerns.

8. Risk factors

General

Private equity, private credit, real estate and private placements are speculative, highly illiquid and may result in the total loss of capital. Returns depend on operating performance, market conditions and the availability of an exit. Past performance is not indicative of future results, and diversification does not guarantee a profit or protect against loss.

Digital asset securities and tokenized interests

Tokenized and real-world asset (RWA) instruments are subject to price volatility, technology and cybersecurity risk, smart-contract risk, custody risk, regulatory uncertainty and potential market manipulation. Digital assets that are not securities are not protected by SIPC, FDIC insurance or equivalent investor-compensation schemes in other jurisdictions.

Secondary markets

There is no assurance that a secondary market will develop or remain available. Trading on alternative trading systems may involve limited liquidity, wide bid-ask spreads and price volatility.

Cross-border and currency risk

International transactions carry additional risks, including foreign-exchange fluctuations, exchange controls and restrictions on repatriation, changes in local law and regulation, political and economic instability, expropriation, differing accounting and disclosure standards, enforcement difficulties, and foreign taxes or withholding.

Tax

Tax treatment depends on individual circumstances and may change. Investors should obtain independent tax advice in each relevant jurisdiction.

9. Regulatory status

No securities regulator — including the U.S. Securities and Exchange Commission, FINRA, any state regulator, the UK Financial Conduct Authority or any other authority — has recommended, approved or endorsed any investment, tokenization strategy or information on this website, or verified its accuracy. Valuations and projections are provided by issuers and have not been independently verified by C&R Capital. [Counsel to confirm and state C&R Capital's registration or exemption status in each jurisdiction where it operates.]

10. Anti-money laundering, KYC and sanctions

To comply with anti-money-laundering and counter-terrorist-financing laws — including the USA PATRIOT Act and equivalent laws elsewhere — we and our partners collect, verify and retain information identifying each counterparty and its beneficial owners. We do not engage with persons or entities subject to sanctions administered by the U.S. Office of Foreign Assets Control, the United Nations, the European Union, the United Kingdom or other applicable authorities, or with persons in comprehensively sanctioned jurisdictions. Failure to provide verifiable information may result in refusal of service.

11. Forward-looking statements

This website may contain statements about strategy, objectives and expectations. These are forward-looking statements based on current views and assumptions, are subject to risks and uncertainties, and are not guarantees. Actual results may differ materially. We undertake no obligation to update them.

12. Privacy and data protection

What we collect. When you submit an inquiry we collect the details you provide — such as your name, company, email, phone number and the content of your message — together with basic technical data such as your IP address and browser type.

Why. We use this information to respond to your inquiry, evaluate potential transactions or engagements, meet legal and regulatory obligations (including KYC and sanctions screening), and protect our business. Where the EU or UK GDPR applies, our legal bases are your consent, steps taken at your request before entering into a contract, our legitimate interests in operating our business, and compliance with legal obligations.

Sharing. We do not sell personal information. We share it only with service providers acting on our behalf (such as CRM, hosting and identity-verification providers), with regulated partners where you ask us to, and where required by law.

International transfers. We are based in the United States, and your information will be processed there and possibly in other countries. Where required, we rely on appropriate safeguards such as Standard Contractual Clauses.

Retention. We keep personal information only as long as necessary for these purposes and to meet legal and regulatory record-keeping requirements.

Your rights. Depending on where you live, you may have the right to access, correct, delete or port your personal information, to object to or restrict processing, to withdraw consent at any time, and to complain to your local data protection authority. California residents have rights under the CCPA/CPRA. To exercise any right, contact us at the address below.

Cookies. This website uses cookies and similar technologies for essential functions and, with your consent where required, for analytics. You can manage preferences through the cookie banner or your browser settings.

13. Third-party references and links

References to partners, service providers or other third parties are for identification only and do not imply endorsement, partnership in any legal sense, or responsibility for their services. Links to external websites are provided for convenience; we are not responsible for their content or privacy practices.

14. General terms

Information on this website is provided "as is," may change without notice, and may not be current. To the fullest extent permitted by law, C&R Capital disclaims liability for any loss arising from reliance on it. If these disclosures are translated, the English version controls. Use of this website is governed by the laws of [GOVERNING LAW — counsel to confirm], without regard to conflict-of-law principles. All content is © 2026 Carmichael & Russ Capital, LLC.

15. Contact

Questions about these disclosures, privacy requests, or concerns about a potential conflict of interest:

Compliance & Privacy
[compliance@carmichaelrusscap.com]