Safe Harbor & Non-Disclosure Statement

This document was created by MADignite.ai, Inc., a Delaware C-corporation. By receiving this document, you acknowledge and affirm that if you invest in this Reg D 506(c) Offering, you are an "accredited investor" as defined under the Securities Act of 1933, as amended, and will be required to verify that status.

This document is confidential and furnished for informational purposes only. It does not constitute an offer to sell or the solicitation of an offer to purchase any security. It is not intended to form the basis of an investment decision and has not been verified. Such solicitation will only be made upon receipt of a confidential private placement memorandum.

This document is restricted to parties to whom MADignite.ai or its advisors delivers it and is subject to the terms of an executed Non-Disclosure Agreement. The NDA provides that the recipient will keep all information contained herein strictly confidential and use the document only for evaluation purposes.

Any simulations, projections, valuations and statistical analyses are based on subjective assessments and assumptions. Past performance is not indicative of future results. Reproduction or redistribution without written permission of MADignite.ai is expressly prohibited.

Investment Risk Disclosures

This Presentation contains only preliminary information and should be read in conjunction with the entire Private Placement Offering Memorandum including all Risk Factors. An investment in this Offering is highly speculative — an investor could experience an entire loss of principal.

Summary of Risk Factors

• This Offering is conducted on a "best efforts" basis with no minimum requirement to close. Earlier investors are more at risk than later stage investors.
• We are an early-stage business and may not have the ability to continue as a going concern.
• Limited operating history and no assurance of commercial success of products or underlying technology.
• Future capital needs are uncertain; additional financing may result in significant dilution.
• The Company cannot guarantee it will continue meeting certain regulatory exemptions.
• No public market or secondary market exists or is anticipated for these securities.
• Distributions are not guaranteed.
• AI-related regulatory requirements continue to evolve and may affect product development or deployment.
• The platform may not perform as intended or deliver projected outcomes.
• Enterprise sales cycles are long and unpredictable, which may delay revenue generation.
• Competition from more established companies may reduce demand for the platform.
• The Company may be unable to secure or enforce intellectual property rights.
• Investors may not receive a return and may lose their entire initial capital.
• We will have broad discretion over use of proceeds and may not apply them to increase investment value.
• Force Majeure events could cause a sudden and significant economic downturn.

Specific Risk Factors

Technology Execution Risk

The success of the platform depends on our ability to develop reliable agentic AI systems. Technical challenges may arise during model development, system integration, or scaling. We are mitigating this by building proprietary components and assembling a qualified technical team, though successful execution cannot be guaranteed.

Product-Market Fit Risk

Market adoption may occur more slowly than expected. While our initial focus is on enterprises with clear execution challenges, demand may take time to mature, and the platform may require additional iteration to meet market needs.

Sales Cycle and Go-to-Market Risk

Enterprise sales cycles are often long and unpredictable, which may delay revenue. Pilot programs and modular product design aim to reduce friction, but commercial timelines remain uncertain.

Competitive Landscape Risk

MADignite operates in a competitive and rapidly evolving technology landscape. Established software vendors or emerging AI companies may introduce similar capabilities. Competitors include Smartsheet (acquired by Blackstone and Vista Equity Partners), Monday.com (NASDAQ: MNDY), Asana (NYSE: ASAN), Atlassian (NASDAQ: TEAM), and UiPath (NYSE: PATH).

Capital Efficiency and Funding Risk

The pre-seed raise may not be sufficient if development takes longer than expected or market conditions change. The Company may raise an additional $15M after 15 months and there is no guarantee it will be available on favorable terms.

Team Composition and Hiring Risk

Success depends on the ability to recruit and retain key technical and operational talent. Hiring delays or turnover may impact execution.

Regulatory and Intellectual Property Risk

AI-related regulatory requirements continue to evolve and future changes may affect product development or deployment. While we intend to file foundational patents and trademarks, intellectual property protection cannot be assured.

Forward-Looking Statements

The Company and our officers and representatives may from time to time make "forward-looking statements" within the meaning of the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current beliefs, expectations and assumptions. Because they relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. You should not rely on any of these forward-looking statements. We undertake no obligation to publicly update any forward-looking statement.

Going Concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described herein and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Financial Information

The modeled financial information, historical financials and future corporate projections described herein are solely the opinion of the MADignite.ai Management Team as the Issuer. The historical financials have not been audited. Investors will have an opportunity to ask relevant questions of Management and access the Virtual Data Room and other due diligence documents.

There is no guarantee that these projections will be met. Capital allocation assumes full $5M raise; allocations may vary if less than the full amount is raised. Management believes that an additional $10-15M in growth capital will be required within 18 months of this raise.

Placement Agent Disclosure

This disclosure describes the relationship among MADignite.ai, Inc. (the "Company") and CIM Securities, LLC ("CIM"), relating to any investment in the Company's private placement transaction. CIM is a registered broker dealer member of FINRA and SIPC. The Company and CIM are not related parties.

The Company and CIM have entered into an Engagement Letter Agreement under which CIM provides advisory services and solicits investor prospects of preferred shares. For each person solicited by CIM who acquires or commits to acquire an interest in the Company, the Company shall pay to CIM a fee of up to Eight Percent (8.0%) of gross transaction proceeds in cash and Eight Percent (8.0%) of Placement Agent Common Stock Warrants, with a seven-year term exercisable at the same price per Share paid by Investors.

If the Company introduces its own investors into a CIM-sponsored Offering, CIM agrees to receive Two Percent (2.0%) Cash Fee and Two Percent (2.0%) Placement Agent Warrants. CIM has been contracted for an approximately $15,000 non-refundable Retainer Fee.

These fees may cause a conflict between your interests and CIM's. Registered Representatives of CIM and Selling Agents may be engaged to solicit other transactions at higher or lower compensation agreements. Please review the CIM Securities Customer Relationship Summary (CRS).