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Risk Disclosures

AccretivUSA Inc. (the “Company”) is conducting an offering pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). Regulation A offerings allow the Company to offer and sell securities to both accredited and non-accredited investors, subject to certain investment limits and compliance requirements. This offering is being conducted under Tier 2 of Regulation A, which permits investments from the general public subject to limits on the amount non-accredited investors can invest.

The Company has filed an offering circular with the Securities and Exchange Commission (the “SEC”), which has been qualified and is available for review on the SEC’s EDGAR database and the Company’s website here.

Investors are encouraged to carefully read the offering circular in its entirety, including the “Risk Factors” section, for detailed information about the Company, the securities offered, and the associated risks.The offering is subject to investment limits as set forth under Regulation A:
• Non-accredited investors may invest no more than 10% of their annual income or net worth, whichever is greater.
• Accredited investors are not subject to these investment limits.

Investors should only make investment decisions after reviewing the offering circular and conducting their own due diligence. The offering circular contains key information about the Company’s business, operations, financial condition, and other important details.Dalmore Group, LLC (“Dalmore”) is a registered broker-dealer and member FINRA/SIPC. Dalmore acts solely as the broker-dealer of record for the Company’s Regulation A offering, facilitating back-office and regulatory functions. Dalmore does not provide investment advice or recommendations and is not affiliated with the Company. Accretiv and Dalmore are not affiliates.

Investing in the Company’s securities involves substantial risks, including the risk of losing your entire investment. Securities offered under Regulation A are speculative, illiquid, and may not provide a return on investment. Past performance is not indicative of future results. Investors should review the “Risk Factors” section of the offering circular for a full discussion of risks.

Investors will need to provide certain information to confirm their eligibility to invest in the offering, including their income or net worth, as required under Regulation A.

The Company may use this information to determine compliance with the applicable investment limits.Investors holding Preferred Shares are entitled to an 8% APY return, which is accumulated and compounded over the investment period but will not be distributed until the final withdrawal of funds or a qualifying liquidity event and will only be distributed at the discretion of the Company. For the purposes of this offering, a liquidity event is defined solely as the sale of a property owned by the company. Investors must maintain their investment for a minimum holding period of 48 months before requesting a withdrawal.
Early withdrawals are subject to a 5% fee and are limited to an annual withdrawal cap of 5% of the fund’s total value. Exceptions may be granted for special circumstances, including death, disability, or bankruptcy; however, these cases remain subject to the annual withdrawal limit. There is no guarantee that a liquidity event will occur, and returns are subject to the company’s financial performance.

Investors should carefully review all offering materials and consult with a financial advisor before investing.

The materials and communications provided by the Company are based on its internal estimates, which are subject to change. While the Company has made reasonable efforts to ensure the accuracy of the information, it is not guaranteed, and no representation or warranty, express or implied, is made regarding the fairness, completeness, or reliability of the information provided. Investors are advised to consult with their financial, legal, and tax advisors before making any investment decisions.

The Company’s materials may contain forward-looking statements regarding its business, operations, and future performance. These statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially. For a detailed discussion of these risks, refer to the “Risk Factors” section of the offering circular.

The Company’s securities offered under Regulation A are subject to limitations on resale under applicable securities laws. The Company makes no assurance of liquidity or a secondary market for its securities.

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