Legal and Investor Disclosures

This page provides general legal and risk disclosures concerning Thornton Capital Lending LLC (“TCL”), its website, potential business-purpose financing transactions, and potential private offerings of TCL securities.

This page is not complete and does not replace the private placement memorandum, subscription agreement, investor questionnaire, promissory note, security agreement, supplements, amendments, or other definitive documents applicable to a particular offering or transaction. Prospective investors must review the complete definitive offering documents before investing.

Where identified in the applicable offering documents, TCL intends to conduct an offering pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. Rule 506(c) permits general solicitation, but every purchaser must be an accredited investor and TCL must take reasonable steps to verify accredited-investor status.

Completing a questionnaire, checking a box, possessing investment experience, or being financially sophisticated does not by itself establish eligibility. TCL may require verification by an attorney, certified public accountant, registered broker-dealer, SEC-registered investment adviser, independent verification provider, or another method acceptable under applicable law.

TCL may reject any prospective investor or subscription in its discretion, subject to applicable law. No investment is accepted until TCL completes its review, confirms acceptance in writing, receives properly transmitted funds, and countersigns or otherwise completes the applicable definitive documents.

TCL securities have not been registered under the Securities Act of 1933 or qualified under state securities laws. They are restricted securities and may not be transferred unless the transfer is permitted by the applicable agreements and registered or exempt from registration.

No public market exists or is expected to develop. Investors should expect to hold their securities through maturity and should not invest funds that may be needed for liquidity, emergencies, living expenses, or other foreseeable obligations.

An investment in TCL is speculative and involves substantial risks, including possible delay, default, restructuring, litigation, foreclosure, loss of anticipated interest, and loss of some or all principal. There is no assurance that TCL will achieve its objectives, generate sufficient cash, enforce its collateral, refinance underlying obligations, or repay investors when due.

Only investors capable of evaluating the risks and bearing the complete loss of their investment for an indefinite period should invest.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved TCL securities, passed upon their merits, or determined that the Site or offering documents are accurate or complete. Any representation to the contrary is unlawful.

TCL securities are not deposits and are not insured or guaranteed by the FDIC, SIPC, any bank, any insurance fund, or any governmental authority.

Unless definitive documents expressly provide otherwise, investors are creditors of TCL and not owners of TCL, any affiliated borrower, any project, or any real property. Investors generally do not receive voting, management, development, or operational rights.

An investor’s note is an obligation of TCL. It is not automatically a direct obligation of an underlying borrower, property owner, guarantor, affiliate, manager, or principal. An investor does not receive a direct deed of trust merely because TCL’s assets include a loan that is or is intended to be secured by real property.

Investor notes may be secured only by the collateral expressly identified in executed definitive documents. Any security interest is subject to proper attachment, documentation, filing, possession, control, recordation, priority, and enforcement.

References to collateral being “secured,” “asset-backed,” or supported by a deed of trust do not guarantee that:

• A deed of trust or UCC financing statement has been properly executed or perfected;
• TCL or investors will hold a first-priority lien;
• A lien will not be subordinated, modified, released, reconveyed, avoided, or impaired;
• Senior debt will not increase;
• Collateral value will be sufficient;
• Foreclosure will be timely or successful; or
• Enforcement proceeds will be sufficient to repay principal, interest, expenses, and senior obligations.

TCL’s existing offering structure contemplates junior collateral positions and permits certain senior financings, subordinations, modifications, releases, or reconveyances described in the definitive offering documents. Junior liens face a materially greater risk of impairment or total loss than first-priority liens.

TCL may lend offering proceeds to affiliated borrowers or deploy capital in properties and projects in which TCL’s members, managers, officers, or affiliates have ownership, management, brokerage, development, construction, guaranty, or other financial interests.

These relationships create substantial conflicts. Persons controlling TCL may participate on multiple sides of a transaction and may influence:

• Borrower selection and underwriting;
• Interest rates and other loan terms;
• Valuations, budgets, and projections;
• Advances and construction draws;
• Extensions, amendments, waivers, and defaults;
• Collateral releases, subordinations, and refinancing;
• Enforcement and foreclosure decisions;
• Property listings and sales;
• Compensation and expense reimbursement; and
• Allocation of business opportunities.

No assurance can be given that an affiliated transaction will be as favorable to TCL or investors as an arm’s-length transaction with an unaffiliated party.

Interest and principal payable on investor notes are obligations of TCL, not guaranteed distributions from an underlying project. Payment depends on TCL having sufficient cash from loan repayments, property-related proceeds, affiliate payments, financing, capital contributions, reserves, or other lawful sources.

The terms payable to TCL by an underlying borrower may differ materially from the terms TCL owes investors. Investors must not assume that an underlying loan, standing alone, generates sufficient interest or cash flow to satisfy TCL’s investor-note obligations.

TCL may concentrate substantially all proceeds in a limited number of affiliated borrowers, properties, or projects. A problem involving one project, property, borrower, title matter, entitlement, construction schedule, financing, guarantor, or exit strategy could materially impair TCL’s ability to repay all investors.

Real estate and development risks include:

• Declines in property value or market demand;
• Inaccurate appraisals or projections;
• Cost overruns and contractor disputes;
• Delayed permits, entitlements, construction, leasing, or sales;
• Casualty, environmental, title, and property-condition issues;
• Increased interest rates and unavailable refinancing;
• Senior-lender defaults or foreclosure;
• Regulatory or legal changes;
• Litigation and enforcement costs; and
• Inability to complete, refinance, lease, or sell a project on anticipated terms.

Investor notes may be subordinate to existing or future obligations of TCL or its affiliates as described in the definitive documents. Underlying real-property collateral may also be subject to senior financing, future advances, protective advances, fees, default interest, and enforcement costs that reduce or eliminate remaining collateral value.

Additional debt may be incurred without investor approval where permitted by the definitive documents. Investors should evaluate total leverage and lien priority, not merely the face amount of TCL’s loan.

Unless expressly stated in a separately executed written guaranty, investor-note obligations are solely obligations of TCL. No member, manager, officer, employee, agent, or affiliate personally guarantees principal, interest, or any targeted return solely because of that person’s relationship with TCL.

Entity separateness and contractual non-recourse provisions do not eliminate liability that cannot lawfully be waived, including liability for fraud, intentional misconduct, material misstatements or omissions, securities-law violations, or other nonwaivable obligations.

Interest rates, targeted returns, projected values, budgets, timelines, loan-to-value ratios, refinancing expectations, and exit projections are forward-looking and depend on assumptions that may prove incorrect. A stated or targeted return is not a prediction or guaranty of actual results.

Past activities of TCL’s principals or affiliates are not the operating history of TCL and do not establish that TCL or any investment will achieve comparable results.

Investor notes may restrict transfers and investor-requested early repayment. TCL may have discretion to deny an early-repayment request, impose a contractual charge, extend maturity, or repay a note before its scheduled maturity, as provided in definitive documents.

The treatment of accrued interest, penalties, extensions, and early repayment must be determined solely from the investor’s executed note and offering documents. Investors should not rely on website summaries for these economic terms.

Offering proceeds may be used for affiliated loans, project expenses, reserves, reimbursements, existing obligations, financing costs, offering expenses, and other purposes described in the definitive documents. Uses may change where permitted by those documents.

No assurance can be given that a particular use of proceeds will increase collateral value or produce funds sufficient to repay investors. TCL must disclose material changes or discrepancies in the stated use of proceeds as required by law.

Tax consequences vary by investor and may include taxation of interest or original issue discount before cash is received. TCL does not provide personal tax advice. Investors should consult independent tax advisers regarding federal, state, local, and other consequences.

Nothing on the Site or in a communication from TCL constitutes individualized investment, legal, tax, accounting, or financial advice. TCL does not undertake to determine whether an investment is suitable for a particular person. Eligibility as an accredited investor does not mean an investment is appropriate or advisable.

Website content, social-media content, presentations, emails, text messages, summaries, and oral statements are not substitutes for definitive offering documents. No person is authorized to make a representation inconsistent with those documents.

The fact that the Site states that it is not, by itself, an offer does not remove applicable securities-law obligations from content used to solicit investors. TCL intends all offering-related communications to be accurate, balanced, supportable, and consistent with current definitive documents.

Investors should transmit funds only through TCL’s approved closing process and only after receiving written confirmation that their subscription has been accepted. Wiring instructions must be independently verified using a previously authenticated telephone number or contact method. Investors should not rely solely on email instructions or accept last-minute changes without independent verification.

Prospective investors should not submit Social Security numbers, bank statements, tax returns, credit reports, complete account information, or accredited-investor verification documents through a general website form or ordinary email. TCL will identify an approved secure process for required documentation.

Site information may become outdated. TCL may revise this page, but posting a website revision does not replace any legally required offering supplement, investor notice, consent, amendment, or regulatory filing.

Prospective investors should request and review the most recent definitive offering documents and supplements before investing.

Questions about these disclosures may be sent to:

Thornton Capital Lending LLC
Email: info@thorntoncapitallending.com
Website: thorntoncapitallending.com/contact