Risk Disclosures

Important to Read

Legion is operated by Agora Labs Ltd., a British Virgin Islands business company (“Legion”, the “Company”, “we”, “us”, or “our”). The Services offered on uselegion.com enable qualified investors to access private-market investment opportunities. This document summarizes the principal risks you should consider before investing. It is not, and should not be construed as, investment, legal, tax, or financial advice.

You should invest only amounts that you are prepared and able to lose in full. Statements made publicly by individuals affiliated with Legion reflect individual viewpoints and do not necessarily represent the Company’s official position.

You Could Lose All the Money You Invest

Private-market investments — including investments made through special-purpose vehicles (“SPVs”), co-investment structures, or secondary transactions offered on the Services — are highly speculative and involve a substantial risk of loss. The value of any investment can decline materially and may fall to zero. Early-stage companies in particular have a high rate of failure. Past performance is not indicative of future results.

You Should Not Expect to Be Protected if Something Goes Wrong

Investments made through the Services are not covered by deposit insurance, investor compensation schemes, or other protections typically available for regulated bank deposits or public-market securities. In the event of platform insolvency, issuer default, counterparty failure, or fraud, you may have limited or no recourse.

You May Not Be Able to Sell Your Investment When You Want To

Private-market investments are illiquid by nature. There is no guarantee that a secondary market will exist for any investment, or that you will be able to transfer, redeem, or otherwise exit a position at any particular time or price. Transfer restrictions, lockups, rights of first refusal, and regulatory constraints may limit your ability to sell. You should be prepared to hold any investment indefinitely.

These Investments Can Be Complex

Private-market transactions can involve complex legal and financial structures, including multi-layer fund vehicles, side letters, preferential terms, conversion mechanics, and dilution provisions. This complexity makes risk assessment difficult. You should read all offering documents carefully, conduct independent due diligence, consult qualified advisors where appropriate, and treat unusually promising opportunities with skepticism.

Don’t Put All Your Eggs in One Basket

Diversification helps reduce reliance on the performance of any single investment. Many investor-protection guidelines suggest limiting allocations to high-risk, illiquid investments to a small percentage of your overall portfolio — for example, no more than approximately 10%. You should consider your overall financial circumstances before committing capital.

No Advisory or Fiduciary Relationship

Legion operates as a technology platform. We do not provide personalized investment advice, recommendations, or portfolio management, and we do not act as your broker, adviser, or fiduciary. Information on the Services, including any deal materials prepared by issuers or sponsors, is provided for informational purposes only. You are solely responsible for your investment decisions and for conducting your own due diligence.

Eligibility and Accreditation

Access to specific investment opportunities on the Services is restricted to persons who meet applicable eligibility standards, which may include accredited-investor, qualified-purchaser, or professional-investor requirements depending on the offering and your jurisdiction. You are responsible for truthfully representing your status and for ensuring that your participation complies with the laws of your country of residence and citizenship.

Regulatory and Legal Uncertainty

The legal and regulatory framework applicable to private-market platforms and digital assets continues to evolve and varies significantly across jurisdictions. Changes in law or regulation may materially affect the Services, the availability of particular transactions, the value of your investments, or your ability to access your account.

Tax Consequences

Investments made through the Services may have significant tax consequences, which will vary based on the investment structure, your jurisdiction, and your personal circumstances. You are solely responsible for your own tax reporting and should consult a qualified tax adviser.

Technology and Operational Risk

The Services rely on software, third-party infrastructure, and in some cases blockchain networks and smart contracts. You assume all risks associated with these technologies, including hardware or software failure, network disruption, cyberattack, private-key compromise, smart contract vulnerabilities, and irreversible on-chain transactions.

Final Word

Please ensure that you fully understand the risks described above, and any additional risks disclosed in the specific offering materials for any investment, before committing any capital. If you have questions, contact us at [email protected].