Disclosures

Overview

This disclaimer is deemed to be incorporated by reference in its entirety into any social media communication, advertisement, email or other communication or disclosure which contains a hyperlink to the www.landa.app/legal (each, a “Material”).

Landa Holdings, Inc., Landa App LLC (collectively, the “Company”) and any series registered under Landa App LLC (“Series”) may be referred to individually as a “Landa Entity” or together as the “Landa Entities”.

The offer and sale of securities is being facilitated by an unaffiliated third-party registered broker-dealer (member FINRA/SIPC) only in U.S. states where such broker-dealer is registered. None of the Landa Entities nor any third-party broker-dealer provides any investment advice or makes any investment recommendations to any persons, ever, and no communication through www.landa.app, the Landa mobile Investment application (the “Landa Mobile App”) or in any other medium should be construed as such. No Materials shall constitute a solicitation to purchase or an offer to sell any securities.

Offerings of Shares by Series

Prospective Investors are able to acquire membership interests in Series through the Landa Mobile App. The use of the word “Share” in any Materials refers to membership interests in a Series.

Each offering of Shares in each Series of the Company is defined herein as an “Offering” and will be sold pursuant to an offering circular pursuant to Form 1-A (“Offering Circular”), as the case may be. These important documents are available on the applicable property page each Offering on the Landa Mobile App, or by requesting a copy by e-mailing hi@landa.app, or, in the case of the Offering Circular, publicly via the U.S. Securities & Exchange Commission EDGAR service, and should be read by all investors prior to acquiring any Shares.

The Company is structured as a Delaware series limited liability company that issues different Shares of a Series specific to a single property (the “Property”). Each Property represents the primary asset of its corresponding Series.

Each Series is a separate registered series of the Company for purposes of accounting for assets and liabilities. Holders of Shares of a Series will only have a right to receive distributions, if any, from that Series alone and not any other Series or the Company, as a whole.

The Company and each Series are managed by Landa Holdings, Inc. (the “Manager”) pursuant to a management agreement and an operating agreement for the Company and such Series. You may obtain copies of these agreements on the applicable property page each Offering on the Landa Mobile App, or by requesting a copy by e-mailing hi@landa.app.

Each Offering entitles a person to acquire Shares in a Series of the Company and not in (i) the Company, (ii) any other Series other than the Shares that are being offered pursuant to the applicable Offering, (iii) the Manager, or (iv) the Landa Mobile App.

Each Offering is being conducted under Tier II of Regulation A of the Securities Act of 1933, as amended, pursuant to an Offering Circular, exclusively through a registered broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) Investors must rely on its own examination of the Company, the Series, the Shares and the Property and the terms of any Offering, including the risks and merits involved, before making any investment.

From time to time the Company will conduct “testing the waters” campaigns to gauge market demand from potential investors for an Offering under Tier II of Regulation A of the Securities Act. No money or other consideration will be solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the Offering Circular by the SEC and approval of any other required government or regulatory agency.

An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Circular that has been qualified by the SEC, which we urge prospective investors to read carefully. A copy of the most recent version of the Offering Circular may be obtained by contacting the Company at emailing hi@landa.app or via the Landa Mobile App in the applicable property page for each Offering.

No Offering is being made in any jurisdiction where such an offer or solicitation is not lawful or is prohibited or where the broker-dealer, through whom each Offering is being conducted, is not registered. Each Offering of the membership Interests is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. The Company is not required to file periodic reports (such as reports on Forms 10-K and 10-Q) with the SEC, so there is little publicly available information about its business, assets, liabilities, results of operations and other information that would typically be available regarding publicly traded securities. The Company is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the membership Interests do not have the benefit of the protections of the Investment Company Act. Furthermore, the Manager is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the members of the Company will not have the benefit of the protections of the Investment Advisers Act.

Neither the sec nor any other government agency or regulatory authority has passed upon the merits of or give its approval to any shares offered or the terms of an offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. The shares are offered pursuant to an exemption from registration with the sec; however, the sec has not made an independent determination that the securities offered are exempt from registration.

There is no trading market for the Shares at this time and there can be no assurance that such a market will develop in the foreseeable future. The Shares may not be resold or otherwise disposed of by an investor unless there are available exemptions from registration under federal and applicable state securities laws (and other requirements are met, which may include an opinion of counsel), or such transfer is made in compliance with the registration requirements of such laws. Accordingly, investors must bear the risk of loss for an indefinite period of time.

An investment in the Shares may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Shares. See “Risk Factors” included in the Offering Circular.

No prospective investor will be accepted as a subscriber who does not make the representations set forth in the applicable offering documents with respect to each Offering, including subscription agreement, including, when applicable, the representation that any amount invested by such prospective investor does not exceed 10% of such investor’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of each relevant Offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status. The Shares will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).

Notice to Foreign Investors

An investment in any of the Offerings is only open to U.S. residents. The Materials are directed solely to persons located within the United States. If the recipient of the Materials lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of membership Interests, including obtaining required governmental or other consents or observing any other required legal or other formalities.

Risk Factors

An investment in a Series and the Shares involves a high degree of risk. You should carefully consider the risk factors set forth in the Offering Circular, together with the other information contained in the offering materials for each Offering (including, but not limited to, the management agreement, operating agreement and property page for each Series), before purchasing Shares through the Landa Mobile App.

4.1 RISKS RELATED TO THE PROPERTY AND THE SERIES

• The value of the underlying Property held by a Series is subject to many risks.
• The COVID-19 pandemic has adversely affected and may further adversely affect our business.
• As a result of the geographic concentration of our Series’ Properties, such negative effects could impact multiple Properties or all of the Properties at the same time.
• We have limited information about the financial performance of the Properties, including rental history, and the future performance of the Properties is not assured and is difficult to evaluate.
Changes in national, regional or local economic, demographic or real estate market conditions may adversely affect our results of operations and returns to our investors.
• Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of a Property.
• The actual rent a Series receives for its Property may be less than estimated market rent, and a Series may experience a decline in realized rental rates from time to time, which could adversely affect a Series’ financial condition, results of operations and cash flow.
• Each Series will depend on tenants for its revenue, and lease defaults or terminations could reduce its net income and limit its ability to make distributions to investors.
• A Series may not be able to control its operating costs or its expenses may remain constant or increase, even if its revenues do not increase, causing its results of operations to be adversely affected.
• We may not be able to make the projected monthly cash distributions per share to holders of Shares in amounts intended or at all.
• We may be unable to renew leases with existing tenants or enter into leases with new tenants.
• Each of the Series will hold the Property as its main asset.
• Rent control or rent stabilization laws could prevent a Series from raising rents to offset increases in operating costs.
Tenant relief laws may negatively impact our rental income and profitability.
• Each Series will face significant competition for tenants, which may hinder the Manager’s ability to find a suitable tenant for a Series’ Property and prevent increases of rental rates for its Property.
• Compliance with governmental laws, regulations and covenants that are applicable to the residential properties held by the Series may adversely affect the Series’ business and growth strategies.
• Uninsured losses relating to real property or expensive premiums for insurance coverage could reduce the Series’ cash flows and the return on your investment.
• A Series cannot guarantee proceeds from the sale of its Property.

4.2 RISKS RELATED TO THE SHARES

• If a Series in which you have invested does not successfully implement a liquidity transaction, you may have to hold your investment for an indefinite period.
Investors may be unable to resell their Shares at desired times or prices, if at all.
• There is currently no public trading market the Shares.
• The Shares will not be listed on any securities exchange, will generally not be transferable except, through a Secondary Trading Platform operated by a broker-dealer engaged by the Manager, to the extent such a platform is established and maintained. You should be prepared to hold the Shares indefinitely.
• The Series Offerings will not have a minimum offering amount, which could result in an Offering ending without reaching the Series’ funding target.
• The purchase price for the Shares of each Series was determined by the Manager and may not necessarily bear the actual value of the Shares. No party has made an independent review of the Company, the Manager, any Series, Properties or the Shares offered on the Landa Mobile App. Therefore, investors do not have the benefit of an independent due diligence review conducted by an unaffiliated party to form a basis for their investment decision.

4.3 RISKS RELATED TO THE COMPANY AND THE MANAGER

• Your investment is an investment in the Shares of a specific Series, which will invest only in a single Property, and is not a diversified investment in the Company or the Manager. You will not have any interest in, and your investment in a Series will not be secured by, any assets owned by the Company, the Manager, or any other Series. Any return on your investment will depend solely on the cash flows of, and ultimately on the return on, the Series in which you invest, and underlying Property held by such Series
• You will not have control over the Series in which you invest.
• We have only recently commenced operations and our future performance is not assured and is difficult to evaluate.
• The Manager depends on key personnel to manage the Series, and if the Manager is unable to retain, attract and integrate qualified personnel, the Series’ ability to develop and successfully grow their businesses could be harmed.
• Adverse results from litigation or governmental investigations can impact our business practices and operating results.
• The Manager’s liability is limited under each Series’ Operating Agreement, and each Series has agreed to indemnify the Manager against certain liabilities. As a result, a Series may experience poor performance or losses of which the Manager would not be liable.
• Any adverse changes in the Manager’s financial health or our relationship with the Manager or its affiliates could hinder our operating performance and the return on your investment.
• The Manager may fail to successfully operate acquired Properties, which could adversely affect the applicable Series and impede their growth.
• The report of our independent registered public accounting firm contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.
• The Manager may have a conflict of interest as it manages multiple Series and the Company, and has a financial interest in certain agreements of the Series, both of which could result in the Manager not acting in the best interest of a particular Series.
• One or more Series may have conflicts of interest with the Manager and other affiliates, which could result in investment decisions that are not in your best Shares.

4.4 RISKS RELATED TO COMPLIANCE AND REGULATION

• New and existing regulations could harm our business We are offering the Shares pursuant to recent amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make the Shares less attractive to investors as compared to a registered offering.
• There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.
• As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for a board of directors or independent board committees.
• If our series limited liability company structure is not respected, then investors may have to share any liabilities of our Company with all investors and not just those who hold the same Series as them.
• Costs associated with complying with the Americans with Disabilities Act and similar laws may require us to make unanticipated capital expenditures that may decrease cash available for distributions to our investors.

4.5 RISKS RELATED TO THE LANDA MOBILE APP

• Our ability to implement our investment strategy depends, in part, upon our ability to successfully conduct Offerings through the Landa Mobile App, which makes an investment in a Series more speculative.
• Our business and the business of each Series could be harmed if we are unable to maintain and grow the Landa Mobile App.
• The occurrence of a cyber incident, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, or damage to our business relationships, all of which could negatively impact our financial results.
• Any significant disruption in service on the Landa Mobile App or in its computer systems could reduce the attractiveness of the Landa Mobile App and result in a loss of users.
• We rely on third-party banks and on third-party computer hardware and software. If we are unable to continue utilizing these services, our business and ability to service the corresponding equity investments may be adversely affected.
• If there are design defects, errors, failures or delays in the Landa Mobile App, our business could suffer serious harm.

Forward-looking Statements

Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, including the future performance of each of the Series, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider the risks described in the “Risk Factors” the applicable Offering Circular before you make an investment decision with respect to the Shares, along with the following factors that could cause actual results to vary from our forward-looking statements. We urge you to review the applicable Offering Circular for additional information.

Obtain Your Own Advice

Prospective investors are not to construe the contents of the Materials as legal, business or tax advice. Each prospective investor should consult its own advisors as to legal, business, tax and related matters concerning the subject matter of the Materials and any applicable Offering

Testing the Waters Disclosure

Landa App, LLC (the "Company") intends to conduct a securities offering by each series registered under the Company pursuant to Regulation A under the Securities Act of 1933. The Company is now "testing the waters"; to gauge market demand and it is under no obligation to make an offering under Regulation A.

No money or other consideration is being solicited in connection with the information that is now being provided, and if money is sent in response, it will not be accepted. No offer to buy our securities can be accepted and no part of the purchase price can be received until an offering statement on Form 1-A has been filed with and qualified by the Securities and Exchange Commission, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the Form 1-A qualification date. Any indication of interest you may provide involves no obligation or commitment of any kind.

You may obtain a copy of the offering circular that is part of our offering statement.

For additional legal information please click here.

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