To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that LOF has received from its borrower members, with each bid being at least $50; provided, however, that if the remaining unfunded portion of a Borrower Loan is less than $50, a bid equal to such remaining amount (which may be less than $50) is permitted to complete funding;

To purchase Notes from LOF in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and

To instruct LOF to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated.

Mechanics
Each Note is issued after Acceptance and ACH settlement, when LOF disburses the corresponding Borrower Loan proceeds from LOF’s general funds. All Borrower Loans are originated by LOF. Proceeds from the sale of the Notes will be applied 100% to fund Borrower Loan originations and will not be used to pay offering expenses or operating costs, which are paid from our operating cash, as described in the Offering Circular; they are not held in escrow or segregated for any particular Borrower Loan. Borrower Loans generally close at the end of their 5-day listing period unless:

      •  the borrower member withdraws the loan request prior to funding;

      •  bids for the entire amount of the borrower member’s loan request have been received earlier, in which case the Borrower Loan will close earlier; or

      •  the loan request is canceled by LOF for reasons relating to the operation and integrity of the LOF websites, such as attempted fraud or a failure to verify information upon request.

Payment flows; servicing; no pass-through

      •  Borrower remittances. Borrower payments on a Borrower Loan are received by LOF (or by a third-party processor acting for LOF) as payment for goods and services provided by LOF to the borrower. Upon such receipt by LOF or its processor, the borrower’s payment obligation on that installment is deemed satisfied as to the borrower (subject to returns or reversals; if a payment is returned, the borrower remains obligated). Borrower remittances are deposited into LOF operating accounts and are not transmitted to investors.

      •  Investor payments come from LOF. On each payment date, LOF pays Noteholders from LOF’s general funds an Amount Due that is calculated by reference to the performance of the related Reference Loan. Investors are creditors of LOF only. For clarity, ‘payment date’ means the third Business Day (T+3) after each Loan Payment Date, as defined in the Offering Circular.

      •  No agency for holders; no “make-whole.” LOF is not the agent of any Noteholder for receipt or transmission of borrower payments and does not guarantee, advance, or “make whole” payments on the Notes, except as expressly provided in any limited repurchase or indemnification policy disclosed in the Offering Circular.

      •  Capacity for payments. You acknowledge that (i) amounts we receive from borrowers are payments on loans we own and service, and (ii) amounts we pay to you on the Notes are our own debt payments made from our general funds. We do not accept, hold, or transmit funds as your agent or in trust for you, and we do not operate a custodial account for investor funds.

      •  Recoupment debits. As described in the Subscription Agreement and Offering Circular, you authorize variable-amount ACH debits solely to recover over-payments; we will give written electronic notice at least ten (10) days before each debit, and no single debit will exceed the lesser of $5,000 or the applicable over-payment previously credited to you. We will originate a new debit entry for any such recoupment and will not use Nacha “Reversal” entries; your stop-payment and revocation rights apply as set forth in the Subscription Agreement.

Funding of a purchase; Acceptance

      •  When funds are pulled. No escrow or pre-acceptance holds. You authorize LOF to initiate an ACH debit from your linked bank account only upon Acceptance of your subscription for the applicable listing.

      •  When your offer becomes binding. Your subscription is an offer that becomes binding upon Acceptance (i.e., when a listing funds 100% within the applicable offering window). If a listing does not reach 100% funding within that window, your offer is not accepted and no debit occurs.

      •  Non-issuance. If the listing on which you bid does not fund or LOF cancels the Borrower Loan, LOF will notify you and you will have no purchase obligation for that listing.

Compliance with Laws: LOF has complied in all material respects with applicable federal, state, and local laws in connection with the offer and sale of the Note.

Authorization and Binding Obligation: The Note has been duly authorized and, following payment of the purchase price by you and electronic delivery by LOF to you, will constitute a valid and binding obligation of LOF enforceable against LOF in accordance with its terms, except as the enforcement of the Note may be limited by applicable bankruptcy, insolvency, or similar laws.

Use of Proceeds: The proceeds from the sale of the Note are issuer proceeds that LOF uses in its business, including loan originations. You are a creditor of LOF only; you do not fund borrowers directly.

Conformance with Bid: If you bid on a loan listing by browsing online through available loan listings displayed on our website, the Note sold to you will be in the principal

amount of the bid you placed on the loan listing and dependent for payment on the Borrower Loan identified in the loan listing.

Investment Criteria: If you have used an automated tool that we offer, such as Auto Invest, to identify the Notes you are purchasing, each of those Notes conforms to the investment criteria you provided through the applicable tool or service.

Interest Breach: For a breach that materially and adversely affects your interest in a Note (“Interest Breach”), LOF shall, at its option:

      •  Cure the Interest Breach if it is susceptible to cure;

      •  Repurchase the Note from you; or

      •  Indemnify and hold you harmless only to the extent, and in the circumstances, described in the Offering Circular’s Limited Repurchase and Indemnification Policy (“LRIP”) (e.g., verified identity-theft default; risk-rating error; Auto-Invest error). For the avoidance of doubt, LOF does not indemnify for ordinary credit losses or nonpayment outside the LRIP.

Sale Breach: For a breach involving a sale of a Note that is materially different from what you would have purchased or would not have purchased but for the breach (“Sale Breach”), LOF shall, at its option:

      •  Cure the Sale Breach if it is susceptible to cure;

      •  Repurchase the Note from you; or

      •  Indemnify and hold you harmless against all losses as described above.

Identity Breach: If a Borrower Loan defaults materially as a direct result of verifiable identity theft (each an “Identity Breach”), LOF shall, at its option:

      •  Cure the Identity Breach if it is susceptible to cure;

      •  Repurchase the affected Note from you; or

      •  Indemnify and hold you harmless against all losses, damages, expenses, legal fees, costs and judgments arising from that Identity Breach.

Notwithstanding the foregoing, LOF shall have no obligation to indemnify or repurchase any Note for losses arising from fraud (other than verifiable identity theft) in connection with a loan listing, or due to any false or inaccurate statements or

omissions of fact in a listing (including in credit data, borrower representations, or other indicators of intent or ability to repay).

Election and Notice: For events covered by the Limited Repurchase and Indemnification Policy, we will notify affected holders within three (3) Business Days after determination and will credit any repurchase/indemnity amount within ten (10) Business Days thereafter, as described in the Offering Circular.

Repurchase Price: If LOF repurchases a Note, the repurchase price will equal the remaining outstanding principal balance of the Note as of the date of repurchase. This amount will be remitted to the bank account linked to your LOF user account. Upon repurchase, you agree that the Note will be automatically assigned to LOF.

Exclusive Remedies: The remedies provided in this section are your sole protection for breaches of Section 4.

NONDISCRIMINATION: WHEN MAKING BIDS ON LOAN LISTINGS, YOU WILL NOT DISCRIMINATE AGAINST ANY BORROWER MEMBER OR GROUP ON ANY PROHIBITED BASIS, INCLUDING RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE, SEXUAL ORIENTATION, MILITARY STATUS, OR THE BORROWER’S SOURCE OF INCOME.

NO COLLECTION ATTEMPTS: YOU AGREE THAT YOU WILL NOT, DIRECTLY OR INDIRECTLY, ATTEMPT TO COLLECT FROM BORROWERS ON YOUR NOTES OR THE CORRESPONDING BORROWER LOANS.

ACKNOWLEDGMENT OF RISK: YOU UNDERSTAND THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS, AND SUCH DEFAULTS WILL REDUCE OR ELIMINATE AMOUNTS YOU MAY RECEIVE ON CORRESPONDING NOTES.

Financial Suitability: You satisfy the minimum financial suitability standards applicable to your state of residence, if any, and agree to abide by any maximum investment limits described in the Offering Circular.

Documentation: You will provide any additional documentation reasonably requested by us, or required by the Securities and Exchange Commission or state securities administrators, to confirm compliance with applicable standards.

Risk Tolerance: You understand and accept the risks associated with investing in Notes, including the potential loss of your entire investment.

Investment Knowledge: You have received and reviewed the Offering Circular, understand the risks described therein, and acknowledge that there may be no secondary market for the Notes.

You have the legal authority to enter into and perform your obligations under this Agreement.

This Agreement has been duly authorized, executed, and delivered by you.

You have reviewed the Offering Circular, including information about LOF and its operations.

Your participation complies with applicable federal, state, and local laws.

If you are entering this Agreement as an entity, the individual executing this Agreement on behalf of the entity is duly authorized to bind the entity, and the entity is in compliance with its own organizational documents and any applicable agreements or laws.

The purchase and sale of Notes is an arms-length transaction between you and LOF.

LOF is not acting as your agent or fiduciary in connection with the purchase and sale of Notes.

LOF assumes no advisory or fiduciary responsibility toward you and has not provided any legal, accounting, regulatory, or tax advice regarding the Notes.

You have consulted with your own advisors to the extent you deem appropriate regarding the Notes and their associated risks.

Personal Use: You are not authorized to use LOF to bid on loan listings or purchase Notes for anyone other than yourself.

Ownership of Account: You must be the owner of the deposit account you designate for fund transfers, with authority to direct transfers to or from that account.

Borrower Loans: If you obtain Borrower Loans through the platform, amounts in the bank account linked to your LOF user account may be set off against any delinquent amounts owed on your Borrower Loans, or against any shortfall resulting from failed transfers or deposits.

Organization and Authority: LOF is duly organized and validly existing as a limited liability company in good standing under the laws of Texas, with the power to enter into and perform its obligations under this Agreement.

Authorization: This Agreement has been duly authorized, executed, and delivered by LOF.

Compliance: LOF has complied in all material respects with applicable laws in connection with the issuance and sale of Notes.

PERFORMANCE RISK: YOUR RETURNS ARE CALCULATED BY REFERENCE TO PERFORMANCE OF THE RELATED REFERENCE LOAN, WHICH MAY REDUCE THE AMOUNT DUE (INCLUDING TO ZERO). PAYMENTS TO YOU ARE MADE BY LOF FROM ITS GENERAL FUNDS, AND YOU ALSO BEAR LOF ISSUER CREDIT RISK. NO MAKE-WHOLE OR YIELD-MAINTENANCE APPLIES.

NO GUARANTEES: LOF DOES NOT GUARANTEE BORROWER LOANS OR NOTES AND DOES NOT ACT AS A GUARANTOR OF ANY BORROWER PAYMENTS.

Misrepresenting yourself as a director, officer, or employee of LOF.

Charging or attempting to charge any borrower fees for your agreement to bid on or recommend their loan listing.

Engaging in activities that require a license (e.g., loan brokering, credit counseling) without proper authorization.

Violating any applicable laws, including but not limited to fair lending laws, consumer privacy laws, or state usury statutes.

Transfers may occur only in compliance with applicable federal securities laws, including registration or an available exemption. We do not operate a secondary trading venue and make no assurance that any secondary market will develop. (State registration/qualification may be preempted in certain circumstances; state anti‑fraud and notice provisions continue to apply.) See Offering Circular—Transfer Restrictions and Modifications.

Consistency in Reporting: You agree not to take any position inconsistent with this treatment for tax purposes unless required by law.

Original Issue Discount: The Notes are subject to the original issue discount rules of the Internal Revenue Code. You acknowledge that you are prepared to bear the risk of losing your entire investment in Notes.

Any breach by you of this Agreement or any policy, rule or guideline provided by LOF, including but not limited to the Prohibited Activities set forth in Section 14;

Any violation of applicable federal or state law, regulation or licensing requirement (including the Securities Act of 1933 and the Trust Indenture Act of 1939);

Any misrepresentation, fraud or material omission by you in connection with your use of the platform, your bids or your Notes;

Any attempted or actual resale, transfer, pledge or encumbrance of any Note in violation of Section 13E (Transfers); or

Any conduct that, in LOF’s reasonable judgment, is harmful to LOF, its reputation, its platform, other users, or the integrity of the offering.

Your material breach of this Agreement;

Your actions or omissions in connection with LOF; or

Third-party claims related to your use of the LOF platform.

To You: LOF will communicate with you via email or through postings on its website. Ensure your contact information is up to date.

To LOF: Send notices via email to contact@live-oak-financial.com or by mail to Live Oak Financial LLC, Compliance Department, 3520 Alpine Autumn Dr., Austin, Texas 78744.

IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTIES REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.

AS A SMALL BUSINESS ISSUER UNDER THE TEXAS SECURITIES ACT, LOF IS SUBJECT TO CERTAIN STATUTORY LIMITATIONS OF LIABILITY PURSUANT TO TEXAS SECURITIES ACT §4008.061. THESE LIMITATIONS MAY FURTHER REDUCE YOUR REMEDIES OR DAMAGES IN CONNECTION WITH THIS AGREEMENT OR YOUR PURCHASE OF BORROWER PAYMENT DEPENDENT NOTES. BY EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE TO THESE LIMITATIONS OF LIABILITY.

This Agreement is governed by Texas law.

Failure to enforce any term does not constitute a waiver of that term.

Invalid provisions will be replaced by enforceable provisions that closely match the original intent.

In this Resolution of Disputes provision:

      •  I, “me” and “my” mean the person entering into this Agreement, as well as any second person claiming through such first person;

      •  You and “your” mean Live Oak Financial LLC and its parent, subsidiaries, affiliates, predecessors, successors, and assigns, as well as their officers, directors, and employees;

      •  Claim means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to this Agreement or the relationship between you and me (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Section 23.

Any Claim may be resolved, upon the election of both you and me, by binding arbitration administered by the American Arbitration Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed (“Rules”). Any arbitration under this Agreement will only take place with respect to a single person; class arbitrations and class actions are not permitted. If I file a claim, I may choose the administrator; if you file a claim, you may choose the administrator, but you agree to change to another permitted administrator at my request (assuming that the other administrator is available). I can obtain the Rules and other information about initiating arbitration by contacting the American Arbitration Association at 1633 Broadway, 10th Floor, New York, NY 10019, (800) 778-7879, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300, Irvine, CA 92614, (949) 224-1810, www.jamsadr.com. Your address for serving any arbitration demand or claim is Live Oak Financial LLC, 3520 Alpine Autumn Dr, Austin, TX 78744, Attention: Compliance.

Claims submitted for arbitration will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years’ experience.

You will pay all filing and administration fees charged by the administrator and arbitrator fees up to $1,000, and you will consider my request to pay any additional

arbitration costs. If an arbitrator issues an award in your favor, I will not be required to reimburse you for any fees you have previously paid to the administrator or for which you are responsible. If I receive an award from the arbitrator, you will reimburse me for any fees paid by me to the administrator or arbitrator. Each party shall bear its own attorney’s, expert’s and witness fees, which shall not be considered costs of arbitration; however, if a statute gives me the right to recover these fees, or fees paid to the administrator or arbitrator, then these statutory rights will apply in arbitration.

Any in-person arbitration hearing will be held in the city with the federal district court closest to my residence, or in such other location as you and I may mutually agree. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. § 1-16, and, if requested by either party, provide written reasoned findings of fact and conclusions of law. The arbitrator shall have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment upon the arbitrator’s award. The arbitrator’s decision will be final and binding except that: (i) any party may exercise any appeal right under the FAA; and (ii) any party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision will be final and binding, except for any appeal right under the FAA. Unless applicable law provides otherwise, the appealing party will pay the appeal’s cost, regardless of its outcome. However, you will consider any reasonable written request by me for you to bear the cost.

YOU AND I AGREE THAT EACH MAY BRING ARBITRATION CLAIMS AGAINST THE OTHER ONLY IN OUR CAPACITY AS A SINGLE PERSON, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and I agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims. The arbitrator shall have no power to arbitrate any Claims on a class action basis or Claims brought in a purported representative capacity on behalf of the general public, other investors, or other persons similarly situated. The validity and effect of this paragraph f shall be determined exclusively by a court, and not by the administrator or any arbitrator.

If any portion of this Section 24 is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this section. However, if paragraph f of this Section 24 is deemed invalid or unenforceable in whole or in part, then this entire Section 24 shall be deemed invalid and unenforceable. The terms of this Section 24 will prevail if there is any conflict between the Rules and this section.

You and I acknowledge and agree that the arbitration agreement set forth in this Section 24 is made pursuant to a transaction involving interstate commerce, and thus

the Federal Arbitration Act shall govern the interpretation and enforcement of this Section 24. This Section 24 shall survive the termination of this Agreement.

Investor will hold the Notes as an unsecured creditor of LOF, with no trustee to enforce or coordinate the rights of Noteholders in the event of default or acceleration;

Investor will not benefit from the procedural protections or remedies (e.g., trustee-led enforcement, pooling of claims, asset segregation) that a trust indenture typically provides; and

Investor therefore assumes the additional risks of potential delays, increased costs, and difficulty in enforcing the terms of the Notes or in pursuing collective remedies.

Investor has considered and accepts these risks in making its investment.

Small Business Issuer Definition. Investor acknowledges that LOF is a “small business issuer” under Texas Securities Act § 4008.061, meaning at the time of this offering LOF:

      •  Has annual gross revenues not exceeding $25 million; and

      •  Does not have a class of equity securities registered (or required to be registered) with the SEC under Section 12 of the Securities Exchange Act of 1934.

Applicability. Investor further acknowledges that this limitation applies because:

      •  The aggregate amount of securities offered does not exceed $5 million; and

      •  LOF, as the issuer, is engaged in this offering.

Limitation of Liability. Investor understands and agrees that, in any action or series of actions under the Texas Securities Act relating to this offering, the maximum recovery against LOF (or any person providing services in connection with the offering) is limited to three times the fee paid by LOF to that person for services related to the offering, unless a trier of fact finds that person engaged in intentional wrongdoing in providing those services.

Disclosure & Acknowledgment. Investor acknowledges receipt of the written disclosure of this limitation of liability in this Agreement, and by signing below confirms that LOF has satisfied its obligation under Texas Securities Act § 4008.061 to (i) provide this disclosure in writing and (ii) obtain Investor’s signed acknowledgment of receipt.

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