Risk Disclosure

Please read the risk disclosure statement carefully. By investing in The Rainmakers, you acknowledge
that you have read this risk disclosure statement and understand the risks applicable to The Rainmakers
products and services.
At all times herein, “we” or “us” or “our” refers to The Rainmakers (G Gen Labs SDN BHD), “TRM LLP” refers
to investors invested LLP which hold the property, and “you” or “your” or “user” refers to LLP investors.


These risk disclosure statements are not and are not intended to be a complete list of all the risks and
considerations relevant to any investments, transactions or services provided, or your decision to invest in
such products. You
must be aware that investments can be complex and may involve a high risk of loss. In light of the risks, you
should invest or undertake transactions only if you understand the nature of the investments and the
contracts (and contractual relationships) into which you are entering as well as the extent of your exposure
to risks.
You should carefully consider whether the investments or transactions are appropriate for you in light of
your experience, objectives, financial resources and other relevant circumstances. Prior to investing or
entering into a transaction, you should consult your own legal, regulatory, tax, financial and/or accounting
advisors or such other professional advisors to the extent you consider it necessary and appropriate, and
make your own investment decisions (including decisions regarding the suitability of the investment or
transaction) based upon your own judgment and advice from those advisors you consider necessary.


1. GENERAL RISK DISCLOSURE STATEMENT
– Investors should note that investment involves risks (including the possibility of loss of the capital
invested), prices of investment may go up as well as down and past performance information
presented is not indicative of future performance.
– The investment decision is yours but you should not invest in an investment product unless the
intermediary who sells it to you has explained to you that the investment product is suitable for
you having regard to your financial situation, investment experience and investment objectives.
– You should be aware of concentration risks and your liquidity needs, and avoid over-investing in a
particular product which may expose you to undue risks.
– Other factors including but not limited to political events, inflation, tax-code changes, regulatory
decisions and corporate actions can all affect the value of your investment.
– Please ensure you have received, read and clearly understood the risk factors before making any
investment decision, and to seek independent professional advice in case of doubt.
– This document does not set out all the risks associated with the product. Please refer to the full list
of risk factors and risk warnings in the offering documents for detail information.
– Unless specified, these investments are not obligations of, or guaranteed by The Rainmakers or G
Gen Labs SDN BHD or its subsidiaries or its affiliates.


2. THE RAINMAKERS PRODUCT SPECIFIC RISK DISCLOSURE


2.1 Risks Relating to Structure, Operation and Performance of The Rainmakers


We are a newly formed entity with no prior operating history, which makes our future performance
difficult to predict. There is no guarantee that we will be successful in the operation of our company.


Our company was recently formed in Sep 2022. Our first TRM LLP will be form on 1st quarter 2023 and will
commence operations upon the closing of the purchase of the property by such LLP, which will take place in
the 2nd quarter of 2023. We have no prior operating history, and you should consider an investment in our
interests in light of the risks, uncertainties and difficulties frequently encountered by other newly formed
companies with similar objectives. To be successful in this market, we must, among other things:
– Identify and acquire real estate assets consistent with our investment strategies;
– Operate The Rainmakers platform for guest and registered users to retrieve information or track and
trace their investment;
– Increase awareness of our name within the investment products market;
– Provide short term rental strategy to property management for execution in order to maximize
return to the investors;
– Appoint property management and monitor their work efficiently; and
– Build and expand our operations structure to support our business

We have minimal operating capital and for the foreseeable future will be dependent upon our ability to
finance our operations from the sale of equity or other financing alternatives. The failure to successfully raise
operating capital could result a material adverse effect on us and our investors. There can be no assurance
that we will achieve our investment objectives.


An investment in a TRM LLP offering constitutes only an investment in that LLP with direct ownership on
the property, not in our company.

An investor in an offering will acquire an ownership interest in the TRM LLP related to that offering and not,
for the avoidance of doubt, in (i) our company, (ii) any other TRM LLP, (iii) the property management, or (iv)
any property owned by any other TRM LLP. This results in limited voting rights of the investor, which are
solely related to a particular LLP, and are further limited by the operating agreement, described further
herein. Investors will have voting rights only with respect to certain matters, primarily relating to
amendments to the operating agreement that would adversely change the rights of the interest holders. The
Rainmakers thus retains significant control over the management of our company, each TRM LLP and the
LLP’s properties. Furthermore, because the interests in a TRM LLP do not constitute an investment in our
company as a whole, holders of the interests in a TRM LLP are not expected to receive any economic benefit
from, or be subject to the liabilities of, the assets of any other TRM LLP. In addition, the economic interest of
a holder in a TRM LLP will not be identical to owning a direct undivided interest in a property.


Each of our company’s TRM LLP will hold an interest in a single property, a non-diversified investment.

We intend for each of our TRM LLP, either directly or through its wholly-owned subsidiary, to own and
operate a single property. Each TRM LLP return on its investment will depend on the short-term rental
revenues generated by such property and the appreciation of the value of the property over time. These, in
turn, are determined by such factors as national and local economic cycles and conditions, financial markets
and the economy, competition from existing properties as well as future properties and government
regulation (such as tax). The value of a property may be decline after a TRM LLP purchases it.
Each of our TRM LLP will own a single property and as a result of this non-diversified investment strategy,
unanticipated capital expenditures could lead to a TRM LLP inability to pay dividends or the loss of your
investment. Each TRM LLP dividend stream will depend on the short-term rental revenues generated by such
property and the appreciation of the value of the property over time.


There can be no guarantee that our company will reach its funding target from potential investors with
respect to any TRM LLP or future proposed TRM LLP.

Due to the start-up nature of our company, there can be no guarantee that our company will reach its
minimum funding target (95% of the funds raising target) from investors with respect to any TRM LLP or
future proposed TRM LLP. In the event our company does not reach a minimum funding target, it may not
be able to achieve its investment objectives by acquiring the proposed properties through the issuance of
further TRM LLP interests and monetizing them to generate distributions for investors. Any investment
contributed to the TRM LLP with unsuccessful reach its funding target will be fully refund to its investors.

A TRM LLP may be unable to obtain financing on favourable terms or at all.


A TRM LLP may seek additional capital in the form debt financing from its managing partner – G Gen Labs
SDN BHD or other financing sources in the event of insufficient cash flow. Additional debt financing may not
be available on reasonable terms, on a timely basis or at all, and if available, would result in additional
payment obligations and may involve agreements that include restrictive covenants that limit a TRM LLP ’s
ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens
or paying dividends, which could adversely impact the TRM LLP ability to conduct its business or make
distribution to investors.


A TRM LLP that initially acquires a property for all cash but then determines to finance the property, will
be subject to additional risks related to its ability to pay debt service that may have a detrimental effect
on a TRM LLP’s ability to pay dividends.


TRM LLP is intend to acquire a property without financing. In the event of the TRM LLP have insufficient cash
flow to maintain the invested property, the TRM LLP will undergo a financing action for the property. In
particularly, a property with financing must pay its debt service, and any inability to do so could have an
adverse effect on a TRM LLP’s financial condition, results of operations, cash flow, and the market value of
its interests and its ability to make distribution to investors.

We may not be able to control the operating costs or the expenses may remain constant or increase, even
if the revenues do not increase, causing our results of operations to be adversely affected.

Factors that may adversely affect our ability to control operating costs include the need to pay for insurance
and other operating costs, including real estate taxes, which could increase over time; the need periodically
to repair and renovate the acquired properties; the cost of compliance with governmental regulation,
including zoning, environmental and tax laws; the cost of engaging a property management, listing our
properties on third-party sites, and maintaining inventory for furnishing and supplies; the potential for
liability under applicable laws; interest rate levels; principal loan amounts; and the availability of financing. If
our operating costs increase as a result of any of the foregoing factors, our results of operations may be
adversely affected.

The expense of owning and operating a property is not necessarily reduced when circumstances such as
market factors and competition cause a reduction in income from a property. As a result, if revenues decline,
we may not be able to reduce the TRM LLP expenses accordingly. Costs associated with short-term rental
investments,such asreal estate taxes, insurance, property management and listing costs, loan payments and
maintenance, generally will not be reduced even if a property is not fully occupied or other circumstances
cause our revenues to decrease. If we are unable to decrease operating costs when demand for the
properties decreases and the revenues decline, the TRM LLP financial condition, results of operations and
our ability to make distributions to the TRM LLP investors may be adversely affected.


Competition could limit our ability to acquire attractive investment opportunities and increase the costs
of those opportunities which may adversely affect us, including the TRM LLP profitability, and impede the
growth

The real estate market is highly competitive, and we will compete with other entities engaged in real estate
investment activities to locate suitable properties to acquire. These competitors will include REITs, private
real estate funds, domestic and foreign financial institutions, life insurance companies, pension trusts,
partnerships and individual investors. Some of these competitors have substantially greater marketing and
financial resources than we will have and generally may be able to accept more risk than we can prudently
manage. Competition from these entities may reduce the number of suitable investment opportunities
offered to us or increase the bargaining power of property owners seeking to sell. If we acquire investments
at higher prices, our returns will be lower and the value of our respective assets may not appreciate or may
decrease significantly below the amount we paid for such assets. This competition could increase prices for
properties of the type we may pursue and adversely affect the TRM LLP profitability and impede the growth.


Competition may impede our ability to attract or retain guests, which could adversely affect TRM LLP
results of operations and cash flow.

Operating short-term rentals properties is highly competitive. We will compete based on a number of factors
that include location, rental rates, security, suitability of a property’s design to prospective guests ’needs and
the manner in which a property is operated and marketed. The number of competing properties could have
a material effect on our occupancy levels, rental rates and on the operating expenses of certain of our
properties. If other developers ofsimilarspaces in our markets offershort-term rentals at prices comparable
to or less than the prices we offer on the properties acquired, we may be unable to attract or retain guests
to book space in the properties, which could adversely affect TRM LLP results of operations and cash flow.
We may fail to successfully operate acquired properties, which could adversely affect TRM LLP and impede
growth.

Our ability to identify and acquire properties on favourable terms and successfully develop, redevelop and/or
operate them may be exposed to significant risks. Agreements for the acquisition of properties are subject
to customary conditions to closing, including completion of due diligence investigations and other conditions
that are not within our control, which may not be satisfied. We may be unable to complete an acquisition
after incurring certain acquisition-related costs. We may also spend more than budgeted to make necessary
improvements or renovations to acquired properties and may not be able to obtain adequate insurance
coverage for new properties. Any delay or failure to identify, negotiate, finance and consummate such
acquisitionsin a timely manner and on favourable terms, or operate acquired propertiesto meet ourfinancial
expectations, could impede the TRM LLP growth and have an adverse effect on the TRM LLP, including
financial condition, results of operations, cash flow and the market value of our interests.


Disruptions in the financial markets or deteriorating economic conditions could adversely impact the short term rental market, which could hinder our ability to implement our business strategy and generate returns to you.

The success of our business is significantly related to general economic conditions and, accordingly, our
business could be harmed by an economic slowdown and downturn in real estate asset values. Periods of
economic slowdown or recession, significantly rising interest rates, declining employment levels, decreasing
demand forshort-term rentals, declining real estate values, or the public perception that any of these events
may occur, may result in a general decline in acquisition, disposition and short-term rental activity, as well as
a general decline in the underlying value of any asset, which in turn could result in poor economic
performance. In such cases, investors may lose the full value of their investment, or may not experience any
distributions from the TRM LLP.

During an economic downturn, it may also take longer for us to dispose of real estate investments or the
selling prices may be lower than originally anticipated. As a result, the carrying value of the real estate
investments may become impaired and we could record losses as a result of such impairment or we could
experience reduced profitability related to declines in real estate values or rents.
All the conditions described above could adversely impact the TRM LLP business performance and
profitability, which could result in our failure to make distributions to our investors and could decrease the
value of an investment in us.


Any adverse changes in The Rainmakers ’s financial health or the TRM LLP with The Rainmakers or its
affiliates could hinder our operating performance and the return on your investment.

The Rainmakers will perform services on its behalf for TRM LLP as managing partners. Our ability to achieve
the investment objectives and to pay distributions to our investors is dependent upon the performance of
The Rainmakers and its affiliates as well as its real estate professionals in the identification and acquisition
of investments, the management of the TRM LLP assets and operation of day-to-day activities. Any adverse
changes in The Rainmakers financial condition or the TRM LLP with The Rainmakers could hinder its ability to
successfully manage our operations and our properties.


Compliance with governmental laws, regulations and rules that are applicable to our short-term rental
properties may adversely affect our business and growth strategies.

Short-term rental properties are subject to laws, regulations and rules on city, state, country and regional
levels. While a number of cities have implemented legislation to address short-term rentals, there are many
others that are not yet explicitly addressing or enforcing short-term rental laws, and could follow suit and
enact regulations. Compliance with new laws, regulations, government policies, or changes in their
interpretations in the locations where we operate could entailsignificant challenges and uncertainties. In the
event of any such changes, pre-existing bookings may not be honoured and current and future listings and
bookings could decline significantly, and our relationship with our guests could be negatively impacted.


2.2 Risk Relating to Conflicts of Interest


We do not have a policy that expressly prohibits our directors, internal team, shareholders or affiliates
from having a direct or indirect pecuniary interest in any transaction to which we or any of oursubsidiaries
has shares or engaging for their own account in business activities of the types conducted by us.


We do not have a policy that expressly prohibits our directors, our internal team, our shareholders or
affiliates from having a direct or indirect pecuniary interest in any asset to be acquired or disposed of by us
or any of our subsidiaries or in any transaction to which we or any of our subsidiaries are a party or have
shares. Additionally, we do not have a policy that expressly prohibits any such persons from engaging for
their own account in business activities of the types conducted by us. In addition, The Rainmakers platform
agreement does not prevent its affiliates from engaging in additional management or investment
opportunities, some of which could compete with us.


The Rainmakers liability is limited under the platform agreement and indemnify against certain
liabilities. As a result, you may experience poor performance or losses for which The Rainmakers would
not be liable.


Pursuant to The Rainmakers Platform Agreement, The Rainmakers will not assume any responsibility other
than to render the services called for thereunder and not will be responsible for any action of our investors
vote on following or declining to follow The Rainmakers advice or recommendations. Under the terms of The
Rainmakers Platform Agreement, The Rainmakers, its internal team, shareholders, members, directors and
personnel, any person controlling or controlled by The Rainmakers and any person providing sub-advisory
services to The Rainmakers will not be liable to the TRM LLP, or our investors, members or partners or any
subsidiary’sinvestors, members or partnersfor acts or omissions performed in accordance with and pursuant
to The Rainmakers Platform Agreement, except by reason of acts or omissions constituting bad faith, wilful
misconduct, gross negligence, or reckless disregard of their duties under the platform agreement.
Accordingly, the TRM LLP and investors will only have recourse and be able to seek remedies against The
Rainmakers to the extent it breaches its obligations pursuant to the platform agreement. Furthermore, The
Rainmakers liability is limited under the platform agreement and indemnify against certain liabilities. TRM
LLP will reimburse, indemnify and hold harmless to The Rainmakers, its internal team, shareholders,
members, directors and personnel, any person controlling or controlled by The Rainmakers and any person
providing sub-advisory services to The Rainmakers with respect to all expenses, losses, damages, liabilities,
demands, charges and claims in respect of, or arising from, acts or omissions of such indemnified parties not
constituting bad faith, wilful misconduct, gross negligence, or reckless disregard of The Rainmakers ’s duties,
which have a material adverse effect on the TRM LLP.


2.3 General Risks Related to Real Estate Investments


The real estate assets will be subject to the risks typically associated with real estate.

The TRM LLP real estate assets will be subject to the risks typically associated with real estate. The value of
real estate may be adversely affected by a number of risks, including:
– Natural disasters such as hurricanes, earthquakes and floods;
– Acts of war or terrorism, including the consequences of terrorist attacks;
– Adverse changes in national and local economic and real estate conditions;
– An oversupply of (or reduction in demand for) short-term rentals in the areas where particular
properties are located and the attractiveness of particular properties to prospective guests;
– Changes in governmental laws and regulation, fiscal policies and zoning ordinances and the related
costs of compliance therewith and the potential for liability under applicable laws;
– Costs of remediation and liabilities associated with environmental conditions affecting properties;
and
– The potential for uninsured or underinsured property losses


The value of each property is affected significantly by its ability to generate cash flow and net income, which
in turn depends on the amount of booking revenue that can be generated net of expenses required to be
incurred with respect to a property. Many expenditures associated with a property (such as operating
expenses and capital expenditures) cannot be reduced when there is a reduction in rental income from the
property.

Our acquisitions will be premised on assumptions about occupancy levels and rental rates, and if those
assumptions prove to be inaccurate, the TRM LLP cash flows and profitability will be reduced. These factors
may have a material adverse effect on the value that can realize from the assets.

The TRM LLP may face possible risks associated with natural disasters and the physical effects of climate
change, which could have a material adverse effect on the business, results of operations, and financial
condition.


To the extent climate change causes changes in weather patterns, the coastal destinations where the rental
properties are located could experience increases in storm intensity and rising sea levels, causing damage to
properties that could result in reduced bookings at these properties. Climate change may also affect the
business by increasing the cost of or eliminating property insurance on terms we find acceptable in areas
most vulnerable to such events. This could increase operating costs, including the cost of water or energy,
and require us to expend funds to repair and protect the properties from such events. In addition, changes
in federal, state and local legislation and regulations designed to address climate change could result in
increased capital expenditures to improve the energy efficiency of a property that we acquire in order to
comply with such legislation and regulations. Any of the foregoing could have a material adverse effect on
our business, results of operations, and financial condition.


The performance of any short-term rental is likely to fluctuate significantly due to seasonality based on
the location of the specific property.


The performance of and rental income generated by any short-term rental property is likely to fluctuate
significantly during the course of a year, reflecting periods of lower or higher demand based on the location
of the property. Declines in occupancy rates and revenues during low seasons may occur, while costs and
expenses do not decline at the same rate, if at all, having a material adverse effect on the profitability, cash
flow and ability to make distributions to investors.


The market in which the company participates is competitive and, if it does not compete effectively, its
operating results could be harmed.


The Rainmakers competes with many others engaged in real estate in general and short-term rental
operating activities in particular, including, but not limited to, individuals, corporations, bank and insurance
company investment accounts, real estate investment trusts, and private real estate funds. In particular, The
Rainmakers intends to cause the property management to list its short-term rental properties through
established third-party rental booking platforms, such as Agoda.com, Booking.com and Airbnb. The TRM LLP
properties will compete with all other properties listed on those sites in the vicinity of the properties, as well
as other traditional accommodations such as hotels that may have built-in client bases and greater resources
to withstand economic downturns or off-peak vacancies. This market is competitive and rapidly changing.
Significant increases in the number of listings for short-term rentals in the geographic areas where the
properties are located, if not met by a similar increase in demand for short-term rentals, is likely to cause
downward pressure on rental rates and, potentially, the value of the real estate assets. The Rainmakers
expects competition to persist and intensify in the future, which could its ability to generate sufficient rental
income from its short-term properties or acquire additional properties on terms that investors find to be
reasonable.


The Rainmakers will be dependent on the efforts of its own, appointed property management and the
performance, dependability, and reliability of the short-term rental platforms through which we lists the
TRM LLP properties.


The Rainmakers intends promote its short-term rental properties through third-party rental booking
platforms, such as Agoda.com, Booking.com and Airbnb, and will rely on these platforms to facilitate
bookings, communications with renters, and collection of rental amounts and taxes, and to remit those
payments appropriately. Ifthese platforms were to experience disruptions orfailto meet users ’expectations,
our business could suffer. Furthermore, if one or more of these platforms were to cease operations or to
reject our listings, we may have difficulty renting our short-term properties, which could have a material
adverse effect on our results, profitability and the ability to make distributions to investors.


The Rainmakers may decide to sell the TRM LLP property which could conflict with an investor ’s interests.


In the event of the TRM LLP facing insufficient of cash flow with inability to repay its financing debts or the
local law enforcement, The Rainmakers may decide to force sell any property at any time in accordance with
the management rights. Investors will not have a say in this decision. The timing and decision to sell a
property may conflict with investors ’personal interests, beliefs or theories regarding the real estate market.
Further, it is possible the sale will not be done at an optimal time. In any case, investors would not have any
cause of action against The Rainmakers for such sales.


We anticipate involvement in a variety of litigation.

We anticipate involvement in a range of legal actions in the ordinary course of business, including disputes
between the appointed property management and guests, challenges to title and ownership rights, and
issues with local housing officials arising from the condition, maintenance or operation of one or more of
properties. These issues may escalate into legal action from time to time. These actions can be time
consuming and expensive. We cannot assure you that we will not be subject to expenses and losses that may
adversely affect our operating results.


We may be subject to unknown or contingent liabilities related to properties that we acquire for which we
may have limited or no recourse against the sellers.

Properties that we may acquire in the future may be subject to unknown or contingent liabilities for which
we may have limited or no recourse against the sellers. Unknown or contingent liabilities might include
liabilities for clean-up or remediation of environmental conditions, claims of priortenants or renters, vendors
or other persons dealing with the acquired properties, tax liabilities and other liabilities whether incurred in
the ordinary course of business or otherwise. In the future we may enter into transactions with limited
representations and warranties or with representations and warranties that do not survive the closing of the
transactions or that only survive for a limited period, in which event we would have no or limited recourse
against the sellers of such properties. While we expect to usually require the sellers to indemnify us with
respect to breaches of representations and warranties that survive, such indemnification is often limited and
subject to various materiality thresholds, a significant deductible or an aggregate cap on losses.

As a result, there is no guarantee that we will recover any losses due to breaches by the sellers of their
representations and warranties. In addition, the total amount of costs and expenses that we may incur with
respect to liabilities associated with acquired properties may exceed our expectations, which may adversely
affect our business, financial condition, results of operations and cash flow. Finally, we expect that
indemnification agreements between us and the sellers will typically provide that the sellers will retain
certain specified liabilities relating to the properties acquired by us. While the sellers are generally
contractually obligated to pay all losses and other expenses relating to such retained liabilities, there can be
no guarantee that such arrangements will not require us to incur losses or other expenses as well.


We may not be able to sell our properties at a price equal to, or greater than, the price for which we
purchased such properties, which may lead to a decrease in the value of our assets.

The value of a property to a potential purchaser may not increase over time, which may restrict our ability
to sell a property, or if we are able to sell such property, may lead to a sale price less than the price that we
paid to purchase a property.


We may be required to make significant capital expenditures to improve the properties in order to attract
guests, generate positive cash flow or make short-term rental properties suitable for sale, which could
adversely affect us, including our financial condition, results of operations and cash flow.

In the event there are adverse economic conditions in the short-term rental market which lead to an increase
in guest defaults, lower booking rates and less demand for short-term rentals, we may be more inclined to
improve the properties or provide additional services to our guests in order to compete in a more competitive
short-term rental environment, all of which could negatively affect our cash flow. If the necessary capital is
unavailable, we may be unable to make these potentially significant capital expenditures. This could result in
decreased bookings by guests and our properties remaining vacant, which could adversely affect our financial
condition, results of operations, cash flow and the market value of our interests.


Our dependence on short-term rental revenue may adversely affect us, including profitability and our
ability to make distributions to our investors.

Our income will be primarily derived from short-term rental revenue from properties. As a result, our
performance will depend on our ability to collect rental revenue from guests. Our income and funds for
distribution would be adversely affected if our guests fail to make payments when due or cause damage to
the property. These actions could result in the loss of revenue and increased costs to repair the property.
The increased costs to repair property may adversely affect us, including our profitability and our ability to
make distributions to our investors.


We may engage in development, redevelopment or repositioning activities in the future, which could
expose us to different risks that could adversely affect us, including financial condition, cash flow and
results of operations.

We may engage in development, redevelopment or repositioning activities with respect to properties that
we acquire as we believe market conditions dictate. If we engage in these activities, we will be subject to
certain risks, which could adversely affect us, including our financial condition, cash flow and results of
operations. These risks include, without limitation:
– The availability and pricing of financing terms or at all;
– The availability and timely receipt of zoning and other regulatory approvals;
– The potential for the fluctuation of short-term rental rates at development and redevelopment
properties, which may result in our investment not being profitable;
– Start up, development, repositioning and redevelopment costs may be higher than anticipated
– Cost overruns and untimely completion of construction (including risks beyond our control, such as
weather, labour condition or material shortages); and
– Changes in the pricing and availability of buyers and sellers of such properties.
These risks could result in substantial unanticipated delays or expenses and could prevent the initiation or
the completion of development and redevelopment activities, any of which could have an adverse effect on
financial condition, results of operations, cash flow, and the market value of our interests and our ability to
satisfy our debt obligations and to make distributions to our investors.


TRM LLP properties may be subject to impairment charges.

We will periodically evaluate the real estate investments for impairment indicators. The judgment regarding
the existence of impairment indicators is based on factors such as market conditions, short-term rental
performance and legal structure. If we determine that an impairment has occurred, we would be required to
make a downward adjustment to the net carrying value of a property. Impairment charges also indicate a
potential permanent adverse change in the fundamental operating characteristics of the impaired property.
There is no assurance that these adverse changes will be reversed in the future and the decline in the
impaired property’s value could be permanent.


If we fail to diversify our properties, downturns relating to certain geographic regions, industries or
business sectors may have a more significant adverse impact on the assets and our ability to pay
distributions than if we had a diversified investment portfolio.

While we intend to diversify our properties by geography, investment size and investment risk, we are not
required to observe specific diversification criteria. Therefore, our investments may at times be concentrated
in a limited number of geographic locations, or secured by assets concentrated in a limited number of
geographic locations. To the extent that the properties are concentrated in limited geographic regions,
downturns relating generally to such region may result in defaults on a number of the investments within a
short time period, which may reduce the TRM LLP net income and the value of interests and accordingly limit
our ability to pay distributions to our investors.

Any adverse economic orreal estate developmentsin ourtarget markets could adversely affect our operating
results and our ability to pay distributions to our investors.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our
reliance on the financial condition of co-venturers and disputes between us and our co-venturers.

We may enter into joint ventures, partnerships and other co-ownership arrangements (including preferred
equity investments) for the purpose of making investments. In such event, we would not be in a position to
exercise sole decision-making authority regarding the joint venture. Investmentsin joint ventures may, under
certain circumstances, involve risks not present were a third party not involved, including the possibility that
partners or co-venturers might become bankrupt or fail to fund their required capital contributions.

Coventurers may have economic or other business interests or goals which are inconsistent with our business
interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such
investments may also have the potential risk of impasses on decisions, such as a sale, because neither we
nor the co-venturer would have full control over the joint venture. In addition, to the extent our participation
represents a minority interest, a majority of the participants may be able to take actions which are not in our
best interests because of ourlack of full control. Disputes between us and co-venturers may result in litigation
or arbitration that would increase our expenses and prevent our internal team from focusing their time and
effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting
properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be
liable for the actions of our co-venturers.


Uninsured lossesrelating to real property or excessively expensive premiumsfor insurance coverage, could
reduce our cash flows and the return on our investors ’investments.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism,
earthquakes, floods, hurricanes, pollution or environmental mattersthat are uninsurable or not economically
insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks
associated with such catastrophic events could sharply increase the premiums we pay for coverage against
property and casualty claims.

Changes in the cost or availability of insurance could expose us to uninsured casualty losses. If any of our
properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such
uninsured loss, whichmay reduce the value of ourinvestors ’investments. In addition, otherthan any working
capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any
uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could
suffer reduced earnings that would result in lower distributions to investors.


Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our
operations.

From time to time, we may attempt to acquire multiple properties in a single transaction. Multiple property
portfolio acquisitions are more complex and expensive than single-property acquisitions, and the risk that a
portfolio acquisition does not close may be greater than in a single-property acquisition. A seller may require
that a group of properties be purchased as a package even though we may not want to purchase one or more
properties in the portfolio. In these situations, if we are unable to identify another person or entity to acquire
the unwanted properties, we may be required to operate or attempt to dispose of these properties. To
acquire multiple propertiesin a single transaction we may be required to accumulate a large amount of cash.
We would expect the returns that we earn on such cash to be less than the ultimate returns in real property
and, therefore, accumulating such cash could reduce the funds available for distributions to our investors.


Our targeted investments may include service residence interests. Service residence interests are subject
to special risks that may reduce your return on investment.

Our targeted investments may include service residence interests, which is a type of common ownership
interest. Common ownership interests are subjectto specialrisksthat may reduce yourreturn on investment.
For example, common ownership interests are governed by associations in which we, as a service residence
unit owner, have a vote. We may be outvoted by the other members of the service residence respecting
matters that materially impact the management, appearance, safety or financial soundness of the dwelling
or of the association. As such changes may affect our business, the TRM LLP financial condition, results of
operations, cash flow, the value of interests and our ability to satisfy the principal and interest obligations
and to make distributions to our investors could be adversely affected.

Real estate investments are relatively illiquid and may limit our flexibility.

Real estate investments are relatively illiquid, which may tend to limit our ability to react promptly to changes
in economic or other market conditions. Our ability to dispose of assets in the future will depend on
prevailing economic and market conditions. Our inability to sell our properties on favourable terms or at all
could have an adverse effect on our sources of working capital and our ability to satisfy our debt
obligations. In addition, real estate can at times be difficult to sell quickly at prices we find acceptable. When
we sell any of our assets, we may recognize a loss on such sale.

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.

We collect and retain certain personal information provided by our TRM LLP investors and guests who may
stay in the properties owned by the series. While we expect to implement a variety of security measures to
protect the confidentiality of this information and periodically review and improve our security measures,
we can provide no assurance that we will be able to prevent unauthorized accessto thisinformation. A cyber
incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of
our information resources. More specifically, a cyber incident is an intentional attack or an unintentional
event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal
confidential information. As our reliance on technology has increased, so have the risks that could directly
result from the occurrence of a cyberincident including operational interruption, damage to ourrelationships
with our investors and guests, and private data exposure, any of which could negatively impact our
reputation and financial results.


Potential development and construction delays and resultant increased costs and risks may hinder our
operating results and decrease our net income.

From time to time we may acquire unimproved real property or properties that are under development or
construction. Investments in such properties will be subject to the uncertainties associated with the
development and construction of real property, including those related to re-zoning land for development,
environmental concerns of governmental entities and community groups and our builders ’ability to build in
conformity with plans, specifications, budgeted costs and timetables. If a builder fails to perform, we may
resort to legal action to rescind the purchase or the construction contract or to compel performance. A
builder’s performance may also be affected or delayed by conditions beyond the builder’s control. We may
incur additional risks when we make periodic progress payments or other advances to builders before they
complete construction. These and other factors can result in increased costs of a project or loss of our
investment. In addition, we must rely on short-term rental income and expense projections and estimates of
the fair market value of the property upon completion of construction when agreeing upon a purchase price
at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property,
and the return on our investment could suffer.

Costs imposed pursuant to governmental laws and regulations may reduce our net income and the cash
available for distributions to our investors.

Real property and the operations conducted on real property are subject to federal, state and local laws and
regulations relating to protection of the environment and human health. We could be subject to substantial
liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. Even
if we are not subject to liability, other costs, which we would undertake to avoid or mitigate any such liability,
such as the cost of removing or remediating hazardous or toxic substances could be substantial. These laws
and regulations generally govern wastewater discharges, air emissions, the operation and removal of
underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of
solid and hazardous materials, the remediation of contamination associated with the release or disposal of
solid and hazardous materials, the presence of toxic building materials and other health and safety-related
concerns.

Some of these laws and regulations may impose joint and several liability on the owners or operators of real
property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the
contamination occurred prior to purchase, or whether the acts causing the contamination were legal. The
condition of properties at the time we buy them, operations in the vicinity of the properties, such as the
presence of underground storage tanks, or activities of unrelated third parties may affect the properties.

The presence of hazardous substances, including hazardous substances that have not been detected, or the
failure to properly manage or remediate these substances, may hinder our ability to sell, rent or pledge such
property as collateral for future borrowings. Any material expenditures, fines, penalties or damages we must
pay will reduce our ability to make distributions to our investors and may reduce the value of your
investment.

In addition, when excessive moisture accumulates in buildings or on building materials, mold growth may
occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been
increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including
allergic or other reactions. As a result, the presence of significant mold at any of our projects could require
us to undertake a costly remediation program to contain or remove the mold from the affected property or
development project, which would adversely affect our operating results.

Environmental laws also may impose liens on property or restrictions on the manner in which property may
be used or businesses may be operated, and these restrictions may require substantial expenditures or
prevent us or our property management and its assignees from operating such properties. Some of these
laws and regulations have been amended so as to require compliance with new or more stringent standards
as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of
existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may
impose material environmental liability.


The costs of defending against claims of environmental liability, of complying with environmental
regulatory requirements, of remediating any contaminated property, or of paying personal injury or other
damage claims could reduce our cash available for distributions to our investors.


Under various federal, state and local environmental laws, ordinances and regulations, a current or previous
real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic
substances, including asbestos-containing materials and lead-based paint, on, under or in such property.
These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew
of, or was responsible for, the presence of such hazardous or toxic substances. Third parties may seek
recovery from real property owners or operators for personal injury or property damage associated with
exposure to released hazardous substances and governments may seek recovery for natural resource
damage. The costs of defending against claims of environmental liability, of complying with environmental
regulatory requirements, of remediating any contaminated property, or of paying personal injury, property
damage or natural resource damage claims could materially adversely affect our business, assets or results
of operations and, consequently, reduce the amounts available for distribution to our investors.


Declines in the market values of the properties we invest in may adversely affect periodic reported results
of operations and credit availability, which may reduce earnings and, in turn, cash available for distribution
to our investors.

Some of the assets we invest in may be classified for accounting purposes as “available-for-sale.” These
investments will be carried at estimated fair value and temporary changes in the market values of those
assets will be directly charged or credited to investors ’equity without impacting net income on the income
statement. Moreover, if we determine that a decline in the estimated fair value of an available-for-sale asset
falls below its amortized value and is not temporary, we will recognize a loss on that asset on the income
statement, which will reduce our earnings in the period recognized.


A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could harm
our operations.

Our investments may be susceptible to economic slowdowns or recessions, which could lead to financial
losses in TRM LLP investments and a decrease in revenues, net income and assets. An economic slowdown
or recession, in addition to other non-economic factors such as an excess supply of properties, could have a
material negative impact on the values of, and the cash flows from, real estate properties, which could
significantly harm the revenues, results of operations, financial condition, business prospects and our ability
to make distributions to our investors. In addition, possible future declines in booking rates and rental
incomes may result in decreased cash flows from the rental properties.


Deficiencies in our internal controls over financial reporting could adversely affect our ability to present
accurately TRM LLP financial statements and could materially and adversely affect us, including our
business, reputation, results of operations, financial condition and liquidity.

Effective internal controls over financial reporting are necessary for us to accurately report our financial
results. There can be no guarantee that our internal controls will be effective in accomplishing all control
objectives all of the time. As we grow our business, our internal controls will become more complex, and we
may require significantly more resources to ensure our internal controls remain effective. Deficiencies,
including any material weakness, in ourinternal control overfinancialreporting could result in misstatements
of our results of operations that could require a restatement, failing to meet our reporting obligations and
causing investors to lose confidence in our reported financial information. These events could materially and
adversely affect us, including our business, reputation, results of operations, financial condition and liquidity.


2.4 Risks Related to Ownership of TRM LLP


There is currently no public trading market for our securities.

We planned in seeking approval from the local authority and developing the public trading online
marketplace, that duration of completion required which is fairly necessary, conveniently, to do whatever is
required to be done, as soon as circumstances permit. Therefore, there is currently no public trading online
marketplace for any of our TRM LLP shares, and an active online marketplace development may need longer
duration or to be sustained. If an active public trading online marketplace for our TRM LLP shares is yet to be
develop or is not sustained, it may be difficult for you to resell your TRM LLP shares at any price. All resell of
TRM LLP shares will need to go through The Rainmakers directly, charges will be imposed on the resell. Even
if a public trading online marketplace does develop, the market price could decline below the amount you
paid for your TRM LLP shares.

If a market ever develops for TRM LLP shares, the market price and trading volume may be volatile.


If a market develops for TRM LLP shares, the market price of shares could fluctuate significantly for many
reasons, including reasons unrelated to our performance, the TRM LLP properties or the TRM LLP, such as
reports by industry analysts, investor perceptions, or announcements by our competitorsregarding their own
performance, as well as general economic and industry conditions. For example, to the extent that other
companies, whether large or small, within our industry experience declines in their share prices, the value of
TRM LLP shares may decline as well.

In addition, fluctuationsin operating results of a particular TRM LLP or the failure of operating resultsto meet
the expectations of investors may negatively impact the price of the shares. Operating results may fluctuate
in the future due to a variety of factors that could negatively affect revenues or expenses in any particular
reporting period, including vulnerability of our businessto a general economic downturn; changesin the laws
that affect our operations; competition; compensation related expenses; application of accounting
standards; seasonality; and our ability to obtain and maintain all necessary certifications or licenses to
conduct our business.


Investors ’limited voting rights restrict their ability to affect the operations of the company or TRM LLP.

The Rainmakers has a unilateral ability to amend the operating agreement and the allocation policy in certain
circumstances without the consent of the investors. The investors only have limited voting rights in respect
of the TRM LLP in which they are invested. Investors will therefore be subject to any amendments The
Rainmakers makes(if any) to The Rainmakers Platform Agreement and allocation policy and also any decision
it takes in respect of our company and the applicable TRM LLP, which the investors do not get a right to vote
upon. Investors may not necessarily agree with such amendments or decisions and such amendments or
decisions may not be in the best interests of all of the investors as a whole but only a limited number.

This offering is being conducted on a “best efforts” basis and we may not be able to execute our growth
strategy if we are unable to raise this capital.


We are offering the TRM LLP shares on a “best efforts” basis, and we can give no assurance that all of the
offered shares will be sold. If you invest in the TRM LLP shares and more than the minimum number (95%)
of offered shares are sold, but less than all of the offered shares are sold, the risk of insufficient cash flow
will be increased. If substantially less than the maximum amount of TRM LLP shares offered are sold, we may
be unable to fund all the intended uses described in the TRM LLP property prospectus from the net proceeds
anticipated from this offering without obtaining funds from alternative sources or using working capital that
we generate. Alternative sources of funding may not be available to TRM LLP at what we consider to be a
reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed
by offering net proceeds.


The offering price for the TRM LLP shares determined by us may not necessarily bear any relationship to
established valuation criteria such as earnings, book value or assets that may be agreed to between
purchasers and sellers in private transactions or that may prevail in the market if and when the TRM LLP
shares can be traded publicly.

The price of the TRM LLP shares is a derivative result of the cost that a TRM LLP is expected to incur in
acquiring a property. These prices do not necessarily accurately reflect the actual value of the shares or the
price that may be realized upon disposition of the shares.


Funds from purchasers accompanying subscriptions for the TRM LLP shares will not accrue interest while
in escrow or trustee.

The funds paid by an investor for TRM LLP shares will be held in a non-interest-bearing escrow or trustee
account until the admission of the subscriber as an investor in the applicable TRM LLP, if such subscription is
accepted. Purchasers will not have the use of such funds or receive interest thereon pending the completion
of the offering. No subscriptions will be accepted, and no interests will be sold unless valid subscriptions for
the offering are received and accepted prior to the termination of the applicable offering. If we terminate an
offering prior to accepting a subscriber’s subscription, escrowed or trustee funds will be returned promptly,
without interest or deduction, to the proposed investor.


3. Acknowledgment
By entering into any investment, you should read and fully understand this Risk Disclosure Statement,
Terms and Conditions of The Rainmakers Website, The Rainmakers Platform Agreement, Disclaimers,
Privacy Policy, Anti-Bribery & Anti-Corruption Policy and all annexures pertaining to the investment, the
nature of the investment and the terms and conditions governing the investment. You further consider
that:
(a) you understand, are familiar with and are fully aware of the risks related to the investment;
(b) you are willing to take all such risks; and
(c) you are capable of bearing the loss of the amounts invested as a result of or in connection with any
investment entered into with the TRM LLP.

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