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RISK FACTORS AND RELATED DISCLOSURES

Variable Investment Advisors, Inc. ("VIA", "we" or "us") is a broker-dealer registered with the U.S. Securities and Exchange Commission (SEC) and maintains registration to conduct operations as an alternative trading system ("ATS"). To assure full disclosure in the course of our dealings, please accept the following as some general risk factors that should be considered prior to investing in any issuer listed on www.AgStockTrade.com or the purchase of securities related to the agricultural industry and/or ethanol production. However, the risk factors described herein are non-exhaustive and should not be deemed a substitute for an individual investor's due diligence for any particular securities offering or issuer. Please present all information to your attorney, accountant, investment advisor, or other qualified and trusted professional.

  1. No Recommendation or Reliance on VIA. A broker-dealer typically is required to conduct due diligence on an issuer and a particular securities offering prior to making any recommendation for the purchase or sale of a security. As VIA has not performed due diligence on any particular offering or issuer listed through the ATS, we seek to disclose this fact to you prior to making your decision. VIA has not made and is not making a recommendation with respect to this issuer or securities offering. We have not passed upon the merits of investment and therefore, the duty of due diligence is solely your responsibility. Sellers posting materials on this website have made their materials available without the review or approval of VIA. VIA is only providing these listing services as an introducing party between buyers and sellers of securities and the issuer or seller of securities is not requesting or compensating us to conduct due diligence. Without conducting a due diligence investigation, VIA is unable to verify the accuracy of the statements provided in the offering documents or evaluate whether all material statements, necessary in light of the circumstances and required to make full disclosure and the statements provided not otherwise misleading, have been made. The lack of due diligence conducted requires that we disclose that all the risks present without our verification of such information are present. In addition, VIA has not been asked to evaluate the suitability of this investment for your particular account. In general, private securities offerings contain a high degree of risk and therefore, should only constitute a small portion of your investment account. We recommend that all investors first evaluate an investment based upon the representations contained in the documents provided by a company and then later to independently verify material facts underlying those representations. Private securities offerings generally involve a high degree of risk. This is not guaranteed to be the case in this particular situation, although investors generally should be prepared to lose some or all of their investment, including their principal balance.
  2. Knowledge and Sophistication. Private securities offerings are generally only suitable for sophisticated investors which have the capability to "fend" for themselves. We recommend that you present all offering documents to your attorney, accountant, or other advisor. By purchasing through this ATS, you hereby affirm that you possess the knowledge and sophistication to evaluate the risks of this investment for your particular account. You will not rely upon VIA in making your decision to purchase or sell a security and further acknowledge that any documentation prepared regarding this securities offering has not been prepared or approved by VIA. VIA has not made any verbal or written statements upon the merits of this investment. To the extent that you had understood that any statement was otherwise made, express or implied, written or verbal, you are hereby disclaiming reliance on any such information presented and will independently evaluate this particular investment. VIA has further not authorized any third-parties to make any representations or otherwise have discussions regarding this particular investment on its behalf. Any questions regarding the particulars of the investment should be only directed towards management of the issuing company. You further acknowledge that you have had an opportunity to ask questions to the issuing company and that you may request any materials believed to be necessary in order to evaluate this investment opportunity.
  3. Fees. VIA is typically offered a fee of two percent (2%) to make an introduction or referral on our website and a portion of this fee will be shared with the designated bank escrow agent. However, these fees can vary and we are glad to disclose the exact amount of our fee upon request.
  4. Taxation. www.AgStockTrade.com seeks to serve as a qualified matching service pursuant to 26 USC §7704 of the Internal Revenue Code and 26 C.F.R. §1.7704-1 promulgated thereunder. Such operates as a protection for the issuer from classification as a "publicly traded partnership" and otherwise deemed a corporation for tax purposes. However, no assurance is made that compliance with the Internal Revenue Code, or rules adopted thereunder, is made and the risk of an adverse classification for tax purposes rests with the issuer. Many of the issuers listed on www.AgStockTrade.com are organized as partnerships or partnership equivalents for tax purposes and the classification of a corporation by rule or statute may result in the imposition of taxes for the entity and, consequently, less cash available for distribution to investors.
  5. Supplemental General Risk Factors. The following additional risk factors are provided to help disclose the existence of risks to general investment in private or development stage companies, but should also not be deemed a substitute for an individual investor's due diligence for any particular securities offering or issuer. Some of the following risks may not be applicable to any particular offering or issuer, so please consult the offering documentation for the particulars of any potential investment. We also recommend that you present all information to your attorney, accountant, investment advisor, or other qualified and trusted professional.
    1. Loss of Principal Balance. The purchase of an investment should be deemed speculative and may contain a significant degree of risk. Investors should be prepared to lose some or all of their principal balance.
    2. Illiquid Securities and Restrictions on Transfer. The securities presented for sale on www.AgStockTrade.com generally involve issuers which do not have a public market for their securities. A public market may never develop, absent the listing of the securities on the Over-the-Counter market or on a national exchange, and therefore, such are illiquid securities. You may not be able to withdraw your funds and accordingly, any proceeds from your investment may be unavailable for an indefinite period of time.
    3. Registration and Transfer, Validity of Issuance. Restrictions on the transfer of shares, units, partnership interests, or other securities may prevent the transfer and sale of securities to you or from you for resale. Please consult the articles of incorporation or organization and bylaws or operating agreement, or equivalent documentation, for information with respect to corporate restrictions on transferability. We further recommend contacting the issuer or designated transfer to inquire about restrictions upon sale. In addition, current or future legal restrictions may prevent the transfer and/or registration of the securities.
    4. Conflicts of Interest. Management of any particular issuer may have conflicts of interest in the business of the issuer or their other business affairs. Conflicts of interest may present material risk to the issuer and such conflicts may include management's determination of salaries and benefits, discretion in the use of offering proceeds, and the dedication of management time between other, unrelated, business affairs. For example, management of the issuer may be involved in other business affairs and may not have sufficient time to dedicate to the successful operation of the company. Some of the conflicts may be disclosed in the offering documentation, although there is a risk that all material conflicts, whether of the issuer or management, are not disclosed.
    5. Development Stage Company. The issuer may be a development stage company and may not have commenced its proposed operations at the time of your purchase. Development stage companies generally are characterized by a high degree of risk as there is no assurance that the business operations will commence on time, as proposed, or even at all. These companies may generally have limited or no operating history and any projections contained in the offering documentation may be highly dependent upon management's own forecasts and estimates, as well as the assumptions used to make such projections.
    6. General Financial and Operating Risks. The business plan(s) of any particular issuer may be contingent or dependent upon the successful consummation of additional securities transactions or the availability of debt financing. There may also be restrictions in other classes of securities that prohibit the operation of the business of the issuer as proposed. Similarly, the success of any particular issuer may be dependent upon the payment of existing debt obligations and the inability to service such debt may result in the failure of the operating business and the loss of some or all of your investment, including your principal balance. Further, the business of a particular issuer may be characterized by a lack of diversification and concentration in any particular geography, jurisdiction, or business will increase the risk of loss. The issuer may not be profitable at the time of your investment and there is no assurance that such company may ever achieve profitability. Market risk, such as that regarding the prices of raw inputs or other materials used in business or the market sale price of the issuer's product, may change and present a risk to the profitability of operations. Technological advancements may also adversely impact the results of operations as competitors introduce new or improved methods of production or operation and the replacement or updating of the company's existing equipment, if possible, may be expensive or even prohibitive.
    7. Management Experience. Management of any particular issuer may be highly dependent upon the retention of a single person or few select managers and the loss of any one individual may have a materially adverse effect upon the operations of the issuer. Further, the existing management may have little or no experience in the industry in which the issuer is proposing to conduct business and the lack of substantial managerial experience is a material risk in investment.
    8. Regulatory and Political Risks. The business of every issuer is subject to both regulatory and political risks in all jurisdictions in which it operates. The amount of risk may very between jurisdiction and also change over time, although such risk can materially affect the ability to continue operations or the profitability from continuing business. Changes in law, regulations, and application of governmental policies, such as that applicable to taxation, environmental protection, applicable licensure, and related matters may affect the results of operations as well as the viability of the issuer's existing or proposed business operations.
    9. Environmental Risks. Properties owned or used by any issuer may be exposed or had been exposed to contamination and present environmental risks. Environmental risks may be material if contamination is identified and serve to impede existing or proposed business operations.
    10. Material Misstatements and Omissions. The offering documents listed on www.AgStockTrade.com may not have been reviewed by any regulatory authority or otherwise approved by VIA and therefore, there is a risk inherent that such documentation does contain a misstatement(s) of material fact or otherwise omits to disclose facts necessary to make the information presented therein not otherwise misleading. However, even if such document was reviewed by any regulatory authority, such regulator would not likely have approved the factual information contained or otherwise performed an independent verification of the information presented.
    11. Use of Offering Proceeds. All issuer offering documentation should be consulted for details of the use of offering proceeds in any particular securities offering. There can be no assurance that the offering proceeds are used as described or that the funds raised will be sufficient to meet the needs of existing business operations or of prior cost estimates obtained for construction, acquisition, or other proposed business expansion.
    12. Risks Associated with Investment in Securities and Value Thereof.The securities listed for sale on www.AgStockTrade.com may not have an ascertainable market value and no independent or professional valuation as to the issuer or securities may have been made. The bid or ask prices may listed upon the website may also have no relation to the true market value of the securities as such may be arbitrarily assigned or based upon subjective criteria.
    13. Unidentified Risks. In addition to the foregoing, many unidentified and/or unforeseeable risks may be present with respect to any particular offering or issuer.  For example, any particular issuer may be exposed to risk from counter-parties, joint venture partners, and/or other third-parties and the risks inherent in the business of such third-parties' business may adversely affect the financial and operating results of a particular issuer.
 
 
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