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Investor Document

Risk Disclosure

Comprehensive disclosure of material risks for prospective investors.

Last updated: March 25, 2026
Confidential — For investor review only — Not for distribution

EVERYONE LLC: RISK FACTORS DISCLOSURE

Investors should read and carefully consider all risk factors before making an investment decision. Before execution of any participation agreement, investors should consult with qualified securities, tax, and financial advisors.

OVERVIEW

Investment in EVERYONE LLC's Profit Participation Rights is highly speculative and involves substantial risk of loss. Investors should be prepared to lose their entire investment. There are no guaranteed returns, no fixed timeline for distributions, and no secondary market for resale. This document outlines material risks; it does not attempt to be exhaustive and does not replace the investor's own due diligence.

SECTION 1: INVESTMENT STRUCTURE RISKS

1.1 No Ownership Interest

Profit Participation investors are not owners of EVERYONE LLC. Participation rights are contractual claims only, not equity. Investors have:

All management and strategic decisions are made unilaterally by Members Zak and Zev Zaidman. Investors cannot influence these decisions.

1.2 No Guaranteed Return

The Company makes no guarantee of profitability, distributions, or return of capital. Participation rights provide only a right to receive a percentage of Net Distributable Profits if and when the Company generates profits. If the Project generates no profit, investors receive nothing.

1.3 Distributed Profits Cap

Investor participation automatically terminates when 2X capital is returned. Investors receive no participation in profits beyond the 2X cap, regardless of future profitability. This limits upside potential in successful scenarios.

1.4 No Debt Protection

This offering is not a debt instrument and provides none of the protections afforded to creditors. If the Company becomes insolvent:

1.5 Subordination to Debt

If the Company incurs debt (loans, credit lines, vendor payables), distributions to investors are made only from remaining profits after debt service. High debt levels could substantially reduce or eliminate distributions.

SECTION 2: REVENUE AND PROFITABILITY RISKS

2.1 Speculative Revenue Model

EVERYONE's revenue model depends on consumer demand for immersive experiences and related products. This model is:

No assurance can be given that the Project will generate sufficient revenue to become profitable.

2.2 Multiple Revenue Surfaces Dependency

The Project's success depends on revenue from multiple sources (immersive, touring, streaming, merchandise, licensing). If any major revenue surface underperforms:

The failure of any single revenue stream (e.g., streaming partnerships fall through, touring venues cancel) could materially harm the Company.

2.3 No Minimum Revenue Guarantee

The Company provides no representation regarding minimum revenue levels or timelines. There is no assurance that:

2.4 Dependency on Market Conditions

EVERYONE operates in the discretionary entertainment sector. Economic downturns, recessions, or reduced consumer spending on entertainment could:

2.5 Profitability Timeline Uncertain

The Company provides no timeline for achieving profitability. Depending on market conditions, competitive response, and execution, profitability could take:

Investors should expect distributions may not begin for an extended period.

2.6 Waterfall Expense Risks

Net Distributable Profits (on which investor returns depend) are subject to substantial expense deductions:

Current ranges for each deduction category are detailed in the EVERYONE Business Plan (Investment Invitation).

In a challenging profitability scenario, these deductions may consume most or all of Gross Revenue, leaving minimal Net Distributable Profits for investor distributions.

2.7 Production Budget Concentration

The Company may allocate a significant annual budget to production and creative development (see the EVERYONE Business Plan (Investment Invitation) for the current annual cap). This deduction can significantly reduce Net Distributable Profits available for investor distributions. While production investment supports long-term growth, it directly reduces short-term returns to investors.

SECTION 3: MARKET AND COMPETITION RISKS

3.1 Immersive Experiences Market Risk

The immersive experiences industry is:

Success in this emerging market is not guaranteed. The novelty factor that attracts early audiences may fade, reducing repeat visit and consumer interest.

3.2 Competitive Landscape

EVERYONE faces competition from:

Larger competitors can:

EVERYONE's ability to differentiate and maintain competitive advantage is uncertain.

3.3 Market Saturation Risk

If the immersive experiences market becomes saturated with competitors:

Oversupply in the market could materially reduce EVERYONE's revenue and profitability.

3.4 Dependence on Venue Availability

Immersive experiences depend on physical venue access (theater spaces, warehouses, pop-up locations). Risks include:

Inability to secure quality venues could constrain growth and profitability.

3.5 International and Touring Risks

Expansion to international venues or touring:

Touring expansion is capital-intensive and carries higher operational risk than stationary venues.

SECTION 4: CREATIVE AND OPERATIONAL RISKS

4.1 Creative Reception Risk

EVERYONE's success ultimately depends on audience reception of the creative content, experiences, and brand. Risks include:

There is no guarantee that the creative product will resonate with target audiences.

4.2 Key Person Risk

EVERYONE's success is significantly dependent on Zak and Zev Zaidman:

If either founder becomes unable or unwilling to continue (due to illness, death, departure, or conflict):

There is no contingency plan or succession management documented. The Company has significant dependency risk on key individuals.

4.3 Technology and Infrastructure Risk

EVERYONE's immersive experiences likely depend on:

Risks include:

4.4 Regulatory and Licensing Risks

EVERYONE may be subject to various regulations depending on venue type and location:

Failure to comply with applicable regulations could result in fines, venue closures, or inability to operate.

4.5 Production and Operational Execution Risk

The Company must execute successfully on:

Execution challenges in any of these areas could harm profitability and investor returns.

SECTION 5: INTELLECTUAL PROPERTY RISKS

5.1 IP Ownership Uncertainty

While the Company intends to own all IP related to EVERYONE, IP ownership issues could arise from:

IP disputes are expensive to litigate and could distract management from operations.

5.2 IP Infringement Risk

EVERYONE may be exposed to claims that the Project infringes third-party intellectual property:

Infringement claims could result in:

5.3 IP Protection Limitations

The Company's ability to protect its IP has limits:

Inadequate IP protection could allow competitors to copy successful EVERYONE concepts.

5.4 License Dependency

The Project may depend on licenses for:

Risks include:

Loss of a critical license could materially harm operations.

SECTION 6: LIQUIDITY AND TRANSFER RISKS

6.1 Illiquid Investment

Profit Participation Rights are highly illiquid:

Investors should assume they cannot sell or exit the investment. Liquidity may only come through:

6.2 No Redemption Right

The Company has no obligation to redeem or repurchase participation rights. Investors cannot force the Company to buy them back. There is no buyback or redemption mechanism.

6.3 Transfer Difficulties

Even if the Company consents to transfer:

6.4 Dividend Capping and Termination

Participation automatically terminates at 2X return. After termination:

SECTION 7: FINANCIAL AND REPORTING RISKS

6.1 Limited Financial Information Access

Investors have rights to:

However, investors do NOT have:

Financial information access is limited compared to equity investors.

6.2 Financial Reporting Risk

The Company's financial reporting depends on:

Risks include:

Investors rely on Company integrity and internal accounting controls, which are outside investor control.

6.3 Expense Allocation Ambiguity

The waterfall definitions (Section 3.2 of Participation Agreement) provide ranges for certain deductions:

Within the ranges set forth in the EVERYONE Business Plan (Investment Invitation), the Company has discretion to allocate actual expenses. Management has incentive to allocate as much as possible to deductions (to retain more profits). Disputes over allocation could arise.

6.4 Related-Party Transaction Risk

Members Zak and Zev Zaidman may have financial relationships with the Company:

These transactions must be at arm's-length, but abuse is possible. Investors have limited visibility and no veto power over these transactions.

6.5 Tax Reporting Risk

Investors receive partnership-style tax reporting (K-1 equivalent), requiring:

Investors are responsible for all tax compliance related to their participation, regardless of whether cash distributions are received.

SECTION 8: OPERATIONAL AND BUSINESS RISKS

8.1 Startup / Growth Stage Risk

EVERYONE is a startup/growth-stage venture. Typical startup risks include:

Startups have high failure rates. EVERYONE is not an established business.

8.2 Dependence on Successful Launch

The first immersive experience(s) must launch successfully. Risks include:

Successful launch is not guaranteed and is critical to the Company's trajectory.

8.3 Scaling Challenges

Scaling the Project (multiple venues, expansion to new markets) involves:

Scaling may be impossible or much slower than projected, limiting growth and profitability.

8.4 Venue and Partnership Dependency

The Company's success depends on relationships with:

Risks include:

Loss of a key partner could materially harm operations.

8.5 Pandemic and Health Crisis Risk

The immersive experiences industry is extremely vulnerable to pandemics and health crises:

A pandemic-like event could cause complete temporary shutdown of the Project and substantial revenue loss.

8.6 Venue-Specific Risks

Physical venues carry unique risks:

The Company must maintain adequate insurance, but insurance does not eliminate all risks.

SECTION 9: ECONOMIC AND MARKET CONDITION RISKS

9.1 Economic Sensitivity

EVERYONE operates in the discretionary entertainment sector, which is:

A recession or significant economic downturn could materially reduce revenue and profitability.

9.2 Interest Rate and Financing Risk

If the Company requires debt financing:

High debt levels or rising interest rates could materially reduce profitability.

9.3 Inflation and Cost Escalation

Inflationary environments create risks:

Rapid inflation could reduce profitability or require price increases that reduce demand.

9.4 Consumer Preference Shift

Consumer entertainment preferences can shift rapidly:

Inability to adapt to consumer preference changes could reduce demand and profitability.

SECTION 10: REGULATORY AND LEGAL RISKS

10.1 Securities Regulation Risk

The Company relies on Regulation D exemption for this offering. Risks include:

The Company should obtain securities law advice before conducting the offering, but risks remain.

10.2 Accredited Investor Verification Risk

If an investor is later determined NOT to be accredited at the time of investment, the Company could face:

The Company must conduct thorough accredited investor verification.

10.3 Contract and Dispute Risk

The Company may face:

Legal disputes are costly and time-consuming. Arbitration is the dispute resolution method (per Participation Agreement), but arbitration is still expensive.

10.4 Litigation Risk

The Company may face litigation from:

Litigation is expensive and diverts management time and Company resources.

10.5 Insurance Limitation

The Company will maintain insurance (liability, property, D&O) as appropriate, but insurance:

SECTION 11: CONFLICTS OF INTEREST RISKS

11.1 Member Conflicts

Zak and Zev Zaidman may have conflicts of interest with investors:

Investors have no governance rights to prevent or mitigate these conflicts.

11.2 Multiple Revenue Surfaces Conflict

EVERYONE has multiple revenue surfaces (immersive, touring, streaming, merchandise, licensing). Management may:

These decisions may or may not maximize overall profitability or investor returns.

11.3 Growth vs. Distribution Conflict

There is inherent tension between:

Management has discretion to allocate profits to production budgets (up to the annual cap per the waterfall), which reduces investor distributions. The balance between growth and current returns is entirely at management's discretion.

11.4 Limited Information Rights

Investors do not have:

Limited information rights reduce investors' ability to assess whether conflicts exist.

SECTION 12: LIMITATION AND INDEMNIFICATION RISKS

12.1 Limited Investor Protections

The Participation Agreement provides limited investor protections:

Investors are passive and have limited ability to protect their interests.

12.2 Indemnification Limitations

The Company indemnifies Investors against certain third-party claims, but indemnification:

Indemnification is limited and the Company's ability to pay is uncertain.

12.3 No Guarantee of Solvency

If the Company becomes insolvent:

Insolvency effectively wipes out investor protections.

SECTION 13: TAX RISKS

13.1 Tax Classification Uncertainty

The tax treatment of profit participation rights may be uncertain. Issues include:

Investors must consult with tax advisors regarding their specific tax situation.

13.2 No Tax Advice

The Company provides no tax advice. Investors are solely responsible for:

Tax treatment of participation rights may be complex. Investors should consult with a CPA or tax attorney.

13.3 Possible Tax Liability Without Distributions

Investors may have tax liability even if:

Tax liability could exceed distributions received in a given year.

13.4 Tax Reporting Changes

Tax law regarding profit participation rights could change, potentially:

Tax law changes are outside the Company's and investors' control.

SECTION 14: FORWARD-LOOKING STATEMENTS DISCLAIMER

14.1 Projections and Estimates

This offering materials and disclosures may include forward-looking statements regarding:

All such projections and statements are speculative and may not occur.

14.2 Disclaimer

Forward-looking statements are based on current expectations and assumptions, which may be incorrect or change. Actual results could differ materially from projections. Investors should:

The Company does not guarantee that any forward-looking statement will occur.

14.3 No Assurance

The Company provides no assurance regarding:

All representations in this disclosure are based on current expectations, which may change.

SECTION 15: RISKS NOT DESCRIBED

15.1 Unknown Risks

This document attempts to identify major risk factors but cannot address all possible risks. Unknown or unforeseeable risks may materialize, including:

Investors should be prepared for the possibility of risks not described herein.

15.2 Risk Materialization

Any single risk factor or combination of risks could result in:

SUMMARY

Investment in EVERYONE LLC's Profit Participation Rights is speculative and carries substantial risk of loss. Investors should:

  1. Assume total loss – Be prepared to lose the entire investment
  2. Assume illiquidity – Assume the investment cannot be sold or exited
  3. Assume no timeline – Assume distributions may take years to begin, if at all
  4. Assume no guarantee – Assume there is no guaranteed return of any kind
  5. Consult advisors – Obtain independent legal, tax, and financial advice before investing
  6. Conduct due diligence – Review all offering documents and conduct independent analysis
  7. Understand structure – Understand that participation rights are contractual, not equity, and provide no governance

This offering is suitable only for investors who:

This Risk Disclosure is dated March 20, 2026 and is subject to update as circumstances change. Before making any investment decision, investors should review all offering documents, conduct their own due diligence, and consult with qualified advisors. This document is not a substitute for professional advice.

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