Legal

Disclaimer & No-Offer-of-Securities Notice

Effective 2026-07-13

IMPORTANT — READ IN FULL. This Disclaimer and No-Offer-of-Securities Notice (this "Notice"), effective as of July 13, 2026, governs your access to and use of the Dentist Owners platform, deal room, and related websites and applications (collectively, the "Platform"), operated by Dentist Owners LLC ("Dentist Owners," "we," "us," or "our"). By accessing or using the Platform you acknowledge that you have read, understood, and accepted this Notice. If you do not agree, do not use the Platform. This Notice is one of a family of Dentist Owners documents that also includes the Terms of Service, the Privacy Policy, the E-Sign / Electronic Records and Signatures Consent (the "E-Sign Consent"), and, where a transaction is contemplated, the Mutual Non-Disclosure Agreement (the "NDA"), the Participation / Contribution Agreement, the non-binding Letter of Intent, the Contribution & Purchase Agreement, and the Subscription & Accredited-Investor Agreement (together with any confidential Private Placement Memorandum (the "PPM"), the "Definitive Agreements"). This Notice is incorporated by reference into, and is subject to, our Terms of Service, and is governed by the laws of the State of Oregon.

1. No advice; no fiduciary relationship

Information on the Platform and our websites is provided for general informational purposes only and is not legal, tax, accounting, financial, actuarial, valuation, insurance, or investment advice, and is not a recommendation to buy, sell, hold, contribute, or roll over any practice, asset, or security. Nothing on the Platform creates any advisory, agency, partnership, joint-venture, or fiduciary relationship between you and Dentist Owners, and no such relationship should be inferred from any communication, tool, calculator, projection, or model made available here. You must obtain and rely on the advice of your own qualified advisors — including your own attorney (including securities counsel), tax advisor, CPA, and, where relevant, healthcare-regulatory and employment counsel — before making any decision. Each participant relies solely on its own investigation and advisors.

2. Dentist Owners is not a broker-dealer, adviser, or funding portal

Dentist Owners is not a broker-dealer, investment adviser, investment company, issuer's agent, placement agent, finder, or funding portal, and is not registered as any of the foregoing under federal or state law. The Platform is technology that supports document exchange, onboarding, and electronic signing; it is not a securities marketplace, exchange, alternative trading system, or crowdfunding intermediary. Dentist Owners does not effect transactions in securities, hold customer funds or securities, provide custody, or receive transaction-based compensation for any securities transaction.

3. No offer or solicitation of securities

Nothing on this Platform constitutes an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale of securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under, or exemption from, the securities laws of that jurisdiction. Any equity, membership, unit, profits interest, or other ownership interest in Dentist Owners LLC or any affiliated holding company or doctor-owned group (the "Interests") would be offered, if at all, only through the Definitive Agreements (including the PPM and a Subscription & Accredited-Investor Agreement), only to eligible persons, and only in compliance with applicable federal and state securities laws.

Any such offering would be made in reliance on the private-placement exemptions under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D thereunder, and only to accredited investors as defined in Rule 501(a), and only in those jurisdictions where such an offering is lawful. The Interests have not been and would not be registered under the Securities Act or any state "blue sky" law and would be offered and sold in reliance on exemptions from registration.

> The Interests described are offered only in reliance on exemptions under Section 4(a)(2) of the Securities Act and Regulation D, and only to accredited investors. They are restricted, illiquid securities with no public market and no guaranteed distribution, buyback, redemption, recapitalization, dividend, or liquidity event, and they involve the risk of total loss. This site is not an offer or solicitation in any jurisdiction where such an offer or solicitation would be unlawful. No federal or state securities agency has approved or disapproved the Interests, passed upon the merits or fairness of any offering, or passed upon the accuracy or adequacy of any disclosure. Any representation to the contrary is a criminal offense.

4. General-solicitation election

The manner in which any future offering is conducted determines which exemption applies and who may participate. If Dentist Owners engages in general solicitation or general advertising (for example, public webinars, mass outreach, or publicly accessible offering content), any offering must proceed under Rule 506(c), in which case every purchaser must be an accredited investor and must be verified as such through documentation or a qualifying third-party confirmation. Absent general solicitation, an offering may proceed under Rule 506(b), which prohibits general solicitation and permits reasonable-belief accreditation. Even where Rule 506(b) would permit a limited number of non-accredited but sophisticated purchasers, Dentist Owners presently intends to limit any offering to accredited investors and to forgo that allowance (and, with it, the mandatory-disclosure and purchaser-representative burdens it triggers); this intention may be confirmed or changed only in the Definitive Agreements. This Notice, and all Platform content, must remain consistent with whichever exemption counsel elects; nothing on the Platform should be read to expand eligibility beyond what the elected exemption permits.

5. Regulation D eligibility; bad-actor ("covered persons") disqualification

Any offering conducted under Rule 506 of Regulation D is subject to the "bad actor" disqualification provisions of Rule 506(d). Before any such offering, Dentist Owners would exercise reasonable care to determine whether it, any issuer, or any other "covered person" within the meaning of Rule 506(d)(1) — including an issuer's directors, executive officers, managing members and other officers participating in the offering, beneficial owners of 20% or more of its voting equity, promoters, and any compensated solicitor or placement agent — is subject to a disqualifying event. Nothing on the Platform is a representation that any such determination has been completed, and no offering may proceed if a disqualifying event applies without an available exception. That determination, and any related disclosure of pre-existing matters under Rule 506(e), would be made only in and through the Definitive Agreements.

6. Restricted securities; illiquidity; risk of total loss

Any Interests would be "restricted securities" within the meaning of Rule 144 and would bear a restrictive legend and stop-transfer instructions. There is no public market for the Interests, none is expected to develop, and transfer would be sharply limited by the governing agreements (including rights of first refusal, drag-along, tag-along, put/call, and buy-sell provisions) and by applicable securities laws. The Interests are a long-term, illiquid, high-risk investment suitable only for persons who can bear the complete loss of their investment and who have no need for liquidity. There is no guarantee of any distribution, return of capital, buyback, redemption, recapitalization, valuation, or liquidity event of any kind. A more complete description of the risks would be set forth in the PPM and the Subscription & Accredited-Investor Agreement, which you must read in full. This Notice is a high-level summary and does not describe all risks, and in the event of any conflict between this Notice and any Definitive Agreement, the Definitive Agreement controls.

7. Forward-looking statements; no guarantee of results

Any statements on the Platform about future plans, growth, roll-up strategy, synergies, EBITDA, multiples, valuations, distributions, dividends, tax treatment, or outcomes are forward-looking statements that are inherently uncertain and subject to significant business, execution, integration, key-person, regulatory, reimbursement, and market risks. Actual results may differ materially. Projections, models, and illustrative figures are hypothetical, are not guarantees, and have not been reviewed or approved by any securities regulator. Nothing on the Platform is a guarantee of any result, valuation, tax outcome, or return, and past performance is not indicative of future results.

8. No verification of user-supplied information

Dentist Owners does not independently verify, and makes no representation or warranty as to the accuracy, completeness, currency, or reliability of, any financial, clinical, valuation, licensure, ownership, accreditation, or other information uploaded, entered, or supplied by any user or third party. Dentist Owners does not verify accredited-investor status, source of funds, professional licensure, or the authority of any signer through the Platform's informational surfaces; where verification is required (for example, under Rule 506(c)), it is performed only through the Definitive Agreements and their prescribed procedures. You must conduct your own independent due diligence and rely on your own advisors, not on any figure, projection, or statement appearing on the Platform. Any valuation of a practice referenced on the Platform is preliminary and illustrative and would be determined at closing by independent appraisal under, and subject to, the Definitive Agreements.

9. Healthcare structure; corporate practice of dentistry

All clinical and professional dental services are, and will remain, provided solely by licensed dentists through duly organized professional entities (a professional corporation, professional limited liability company, or equivalent), consistent with the Corporate Practice of Dentistry and fee-splitting laws of each applicable state (including Oregon). Dentist Owners LLC and any affiliated non-clinical holding company or management services organization (an "MSO") provide only non-clinical, administrative, and business-support services under a written Management Services Agreement (the "MSA") and do not own the clinical practice, employ the clinical professionals, control clinical or diagnostic decision-making, set professional fees, or direct patient care. Any management fee under the MSA is intended to reflect fair market value, negotiated at arm's length, and is not determined by or in exchange for the volume or value of referrals or other business generated. Nothing on the Platform should be read to describe an ownership or control structure that would violate applicable corporate-practice, fee-splitting, federal or state anti-kickback, or professional-licensure laws; any provision or description inconsistent with those laws is to be read as modified or severed to the minimum extent necessary to comply.

10. No waiver of federal securities antifraud protection

Nothing in this Notice, and nothing you accept by using the Platform, waives or limits, or is intended to waive or limit, any right or remedy that cannot be waived as a matter of law, including any liability or cause of action under the federal securities laws' antifraud provisions. Under Section 14 of the Securities Act and Section 29(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any purported waiver of compliance with those Acts is void, and no disclaimer, non-reliance statement, or "big-boy" acknowledgment — here or in any other document — can waive federal securities antifraud liability. Any non-reliance or risk-acknowledgment language would appear only in the definitive Subscription documents and would operate only to the extent enforceable under applicable law.

11. Eligibility; jurisdiction; sanctioned persons

The Platform is directed to persons in the United States. This Notice and any offering content are not an offer or solicitation in any jurisdiction, or to any person, where such an offer, solicitation, or sale would be unlawful, and are directed only to persons who satisfy applicable eligibility requirements (including, for any securities offering, accredited-investor requirements). Access from a jurisdiction where the content is unlawful is prohibited, and it is your responsibility to observe all applicable laws and restrictions. You represent that you are not, and are not acting on behalf of, a person barred from participating under applicable law, including any person on the U.S. Treasury Office of Foreign Assets Control (OFAC) list of Specially Designated Nationals and Blocked Persons or otherwise subject to U.S. sanctions or embargo. Dentist Owners may screen participants and may deny or terminate access on that basis.

12. Consult your advisors before you act

Before contributing a practice, signing any agreement, transferring any interest, or relying on any information here, you must obtain independent advice from your own attorney (including securities counsel), tax advisor, CPA, and, as appropriate, healthcare-regulatory and employment counsel. Rollover and tax structuring are not automatic and are deal- and fact-specific: Section 351 and Section 721 are distinct regimes with distinct requirements and traps, and equity received for future services may be taxed as ordinary income under Section 83; these must be evaluated by your own tax advisors for your specific facts.

Entity structure and the enforceability of any restrictive covenant are likewise deal- and state-specific. Any restrictive covenant applicable to a selling owner is intended to be supported, to the extent enforceable under applicable law, as a covenant ancillary to the bona fide sale of the practice and its goodwill under applicable state law — not in reliance on any federal non-compete regulation. State law controls and varies materially: some states (for example, California) void employee non-competes and will not judicially narrow them, and Oregon imposes statutory conditions on non-competition agreements (ORS 653.295). Where a non-compete is unavailable, the Definitive Agreements may instead rely on patient, staff, and referral-source non-solicitation and on equity-forfeiture remedies, in each case subject to a jurisdiction-specific carve-out and to enforceability under applicable law. Do not rely on any covenant described or previewed on the Platform; its terms and enforceability are set only in, and governed by, the Definitive Agreements as reviewed by your own counsel.

13. Relationship to other documents; order of precedence

This Notice is a summary and does not amend, supersede, or limit the Definitive Agreements. In the event of any conflict, the following order of precedence applies, from highest to lowest: (a) the applicable executed Definitive Agreement and the PPM; (b) the Terms of Service; and (c) this Notice. Your electronic acceptance and signature of any Dentist Owners record are governed by the E-Sign Consent, and PHI or patient information exchanged in diligence is governed by the NDA's data-handling protocol (and any applicable business associate agreement), not by this Notice.

14. Governing law and venue

This Notice is governed by, and construed in accordance with, the laws of the State of Oregon, without regard to its conflict-of-laws rules, and the state and federal courts located in Oregon shall be the exclusive venue for any dispute arising out of or relating to this Notice, without limiting any mandatory forum, venue, or protection that applies under the federal securities laws.

15. Severability; no waiver; entire notice

If any provision of this Notice is held invalid or unenforceable, that provision shall be modified or severed to the minimum extent necessary and the remaining provisions shall remain in full force and effect. No failure or delay by Dentist Owners in exercising any right under this Notice operates as a waiver of that or any other right, and no single or partial exercise precludes any further exercise. This Notice, together with the Terms of Service into which it is incorporated, states our position regarding the subject matter it addresses; it does not create rights in any person beyond those provided by law, and it yields to the Definitive Agreements as provided in Section 13.

16. Changes to this Notice

We may update this Notice from time to time. The version posted on the Platform, bearing the then-current effective date, governs your use. Material changes may be highlighted, but you should review this Notice periodically. Your continued use of the Platform after an updated Notice takes effect constitutes acceptance of the update.

17. Contact

Questions about this Notice: info@dentistowners.com.