UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING STATEMENT

UNDER THE SECURITIES ACT OF 1933

P/E CAPITAL DAO LLC

A Wyoming Limited Liability Company

CIK: 0001954925 | EIN: 92-0518560 | Wyoming Limited Liability CompanyPrincipal Address: 680 S Cache Street, Suite 100-7414, Jackson, Wyoming 83001Phone: (888) 929-2825

Website: https://aix.pecado.app/

OFFERING OF EMRL.D DIGITAL SECURITIES

Maximum Offering Amount: $20,000,000.00

Offering Price Per Security: $1.00

Maximum Number of EMRL.D Tokens Offered:20,000,000

Minimum Investment Amount: $1,000.00

P/E Capital DAO LLC ("P/E DAO," the "Company," "we," "us," or "our") is offering EMRL.D digital securities pursuant to Regulation A, Tier1, under the Securities Act of 1933, as amended.

EMRL.D consists of blockchain-based digital securities associated with the Company's real-world asset ("RWA") tokenization activities and related digital asset infrastructure.

Investing in these securities involves a high degree of risk.

No public market currently exists for the EMRL.D securities, and there can be no assurance that any market will develop.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that these securities are exempt from registration.

These securities are highly speculative.

The Company may offer these securities directly and/or through registered broker-dealers, placement agents, digital asset platforms, or other permitted distribution channels.

The offering will commence as soon as practicable after qualification of the Offering Statement by the Securities and Exchange Commission and will terminate on the earlier of:

the sale of all securities offered;

the termination of the offering by the Company

PRELIMINARY OFFERING CIRCULAR

Subject to Completion, datedJULY 28, 2026.

OFFERING CIRCULAR

ITEM 3-SUMMARY AND RISK FACTORS

SUMMARY.P/E Capital DAO LLC is a Wyoming limited liability company formed in 2022. The Company serves as the tokenization and ledger coordination layer within the AI.X PECADO ecosystem, supporting issuance, tracking, and sub-ledger structures for structured digital securities.

The AI.X PECADO public website describes the platform as infrastructure for tokenized real-world assets and identifies EMRL.D as a live emerald-linked token project within the ecosystem.

The Company is offering EMRL.D digital security tokens pursuant to Regulation A Tier1. EMRL.D tokens are intended to provide investors with tokenized exposure to a structured emerald-linked real-world asset strategy through contractual rights defined exclusively by this Offering Circular, the Company's operating agreement, thepurchaseagreement, the token terms, and related asset documentation. Unless expressly provided in final legal documents, ownership of EMRL.D tokens does not constitute direct ownership of emerald gemstones, safe keeping receipts, vault assets, the AI.X PECADO platform, or equity interests in any affiliate or operating company.

EMRL.D is a digitized equity security issued by P/E Capital DAO LLC (the "Issuer") and deployed on the Polygon blockchain. EMRL.D tokens represent equity interests in the Issuer, entitling holders to economic participation in the Issuer's operations and value creation activities. As such, EMRL.D constitutes an "equity security" within the plain meaning of Rule 261(c). EMRL.D does not constitute an "asset-backed security" as defined under Item 1101(c) of Regulation AB because physical emeralds are not financial assets generating cash flows that by their terms convert into cash within a finite time period, and because no such assets are held by the SPV at the time of this offering in any event.

EMRL.D is a Special Purpose Vehicle (SPV) that holds the underlying assets (an emerald gemstone stockpile) and related liabilities. The SPV is divided into fractional units, with each unit represented by a "token" (or data point) that references the SPV's CIK file number. This reference is established through an immutable smart contract linking the token to the corresponding CIK file number. Accordingly, each token represents a corresponding fractional equity interest in the SPV, with its value derived from the SPV's net asset value (NAV).

The Company expects to use offering proceeds for acquisition, integration, validation, custody, insurance, and lifecycle management of emerald-linked assets and related documentation; technology, smart contract, compliance, audit, legal, valuation, and platform costs; marketing and investor relations; reserves; and general working capital. The Company may revise allocations based on actual offering proceeds, market conditions, legal requirements, and operational needs, subject to the disclosures in this Offering Circular.

RISK FACTORS.An investment in EMRL.D involves substantial risk. Investors should purchase EMRL.D only if they can afford a complete loss of their investment.

    * Regulation A qualification risk:The offering statement may never be qualified by the SEC. Qualification is not an approval of the securities, the issuer, the token, the business plan, the emerald-linked strategy, or any valuation.

    * Limited operating history:The Company has a limited operating history and may not be able to execute its business plan, acquire or validate emerald-linked assets, maintain custody arrangements, or generate revenue.

    * Digital Security Classification Risk:EMRL.D is structured as a tokenized fractional equity interest in a Special Purpose Vehicle (SPV). Each token is linked to the SPV's CIK file number through an immutable smart contract and represents a proportional interest in the SPV's net asset value (NAV), which may subject EMRL.D to securities laws and regulatory oversight.

    * No direct gemstone ownership unless expressly documented:Token holders may not have direct title, possession, redemption rights, security interests, or liquidation rights in any emeralds, SKRs, or related assets unless those rights are expressly granted in final binding documents.

    * Valuation risk:Emeralds and colored gemstones are difficult to value. Valuations may vary materially based on grading, provenance, liquidity, methodology, market demand, appraisal assumptions, and the independence and qualifications of the valuation provider.

    * SKR and documentation risk:Any safe keeping receipt, inventory record, appraisal, certificate, or custody report may be incomplete, inaccurate, disputed, unenforceable, or subject to defects in title or authenticity.

    * Custody and insurance risk:The Company may rely on third-party custodians, vaults, carriers, insurers, auditors, and appraisers. Loss, theft, damage, fraud, insolvency, coverage exclusions, or operational failures may materially harm investors.

    * Liquidity risk:There may be no active secondary market for EMRL.D. Any planned or anticipated centralized exchange,Alternative Trading System(ATS), Over the Counter (OTC), broker-dealer, or platform integration may not occur, may be delayed, or may be discontinued.

    * Technology and smart contract risk:EMRL.D may depend on smart contracts, wallets, blockchain infrastructure, transfer restrictions, whitelisting, and sub-ledger reconciliation. Bugs, exploits, private-key losses, forks, chain outages, oracle failures, or administrative errors may cause losses.

    * Regulatory risk:Digital asset securities, tokenized real-world assets, broker-dealer activity, transfer-agent functions, ATS activity, exchange activity, custody, Know Your Customer (KYC), Anti-Money Laundering (AML), sanctions, tax, and cross-border distribution remain subject to evolving regulation and enforcement.

    * Related-party and conflict risk:The Company may transact with affiliates, managers, promoters, platform providers, tokenization providers, or operating partners. Conflicts may exist in valuation, allocation, asset acquisition, fees, platform use, and related-party compensation.

    * Use-of-proceeds discretion:Management will have discretion over the use of proceeds and may reallocate proceeds among permitted purposes. Actual uses may differ from estimates.

    * Market volatility risk:The market price of EMRL.D, if any, may fluctuate substantially and may not reflect the value of emerald-linked assets, issuer assets, issuer liabilities, token holder rights, or Company performance.

    * Cybersecurity risk:The Company and service providers may be subject to phishing, malware, credential theft, ransomware, social engineering, smart contract attacks, and other cyber incidents.

    * Investor eligibility and transfer restrictions:Investors may be required to satisfy KYC/AML, sanctions, investment-limit, jurisdictional, and wallet-whitelisting requirements. Tokens may be locked, frozen, refused, clawed back, or restricted under applicable law and token terms.

    * Tax uncertainty:The tax treatment of EMRL.D, token transfers, distributions, redemptions, or asset-linked returns may be uncertain and may vary by investor jurisdiction.

    * Bad actor and compliance risk:If any covered person is subject to Rule 262 disqualification or if required compliance procedures fail, the Company may lose the ability to rely on Regulation A or may face enforcement risk.

    * Forward-looking statements risk:Statements concerning future listings, liquidity, token prices, asset values, partnerships, technology integrations, fundraising, or operations are forward-looking and may not occur.

ITEM 4 - DILUTION

The Company does not currently anticipate material dilution to holders of the Tokens offered pursuant to this Offering Circular based on the Company's current capitalization and token allocation structure.

Any future issuance of additional securities or Tokens will be conducted in compliance with applicable law and the Company's governing documents and may result in dilution to existing holders.

ITEM 5 - PLAN OF DISTRIBUTION

The Company intends to conduct the offering on a best-efforts basis directly and/or through one or more registered broker-dealers, placement agents, funding partners, or other legally permitted intermediaries, if engaged. No underwriter has been engaged as of this draft. The Company will not accept subscriptions until the offering statement is qualified by the SEC. The Company may conduct investor education and testing-the-waters activity only in compliance with Regulation A legends and related requirements.

Investors must complete onboarding, KYC/AML, Office of Foreign Assets Control (OFAC) screening, investor questionnaires, subscription documentation, and wallet verification before any EMRL.D tokens are issued. The Company may reject any subscription in whole or in part. Investor funds may be held in escrow if a minimum offering amount or closing condition is adopted. If there is no minimum offering amount, the Company may conduct rolling closings after qualification and acceptance of subscriptions.

The Company may compensate broker-dealers, placement agents, finders, promoters, marketing providers, technology providers, or other persons only as permitted by law and only as fully disclosed. Any FINRA clearance required for underwriting or broker-dealer compensation must be completed before sales commence.

ITEM 6 - USE OF PROCEEDS

The Company expects to use net proceeds for the following purposes. Actual allocations will depend on the amount raised, timing of closings, availability of emerald-linked assets, legal requirements, service-provider costs, market conditions, and operating needs.

The Company reserves the right to change the use of proceeds within the categories disclosed above. No material portion of proceeds will be used to compensate officers, directors, managers, affiliates, or related parties unless specifically disclosed in this Offering Circular and approved under the Company's conflict-of-interest procedures.

ITEM 7 - DESCRIPTION OF BUSINESS

P/E Capital DAO LLC is a Wyoming limited liability company formed in 2022. The Company's business is to support tokenization and ledger coordination for structured digital securities within the AI.X PECADO ecosystem.

The AI.X PECADO platform publicly describes itself as infrastructure for tokenized real-world assets, supporting asset origination, token structuring, private access, market integration where applicable, and lifecycle management.

The Company's initial focus is EMRL.D, an emerald-linked digital security token project. EMRL.D is designed to provide a structured investment pathway connected to certified gemstone references and real-world asset frameworks. The Company expects to coordinate asset documentation, verification, token issuance, holder records, reporting, and transfer controls for EMRL.D. The Company may work with operating partners, gemstone suppliers, appraisers, custodians, tokenization providers, market-access providers, and compliance providers.

The Company is not a registered broker-dealer, investment adviser, national securities exchange, or alternative trading system unless specifically disclosed in an amendment. The Company does not intend to provide investment advice. Any broker-dealer, ATS, exchange, transfer-agent, or investment-advisory functions will be performed only by properly registered or exempt persons, as applicable.

ITEM 8 - DESCRIPTION OF PROPERTY

The Company's principal office is located at 680 S Cache Street, Suite 100-7414, Jackson, Wyoming 83001. The Company may not own material physical property other than digital records, contractual rights, intellectual property, tokenization records, and assets acquired or integrated in connection with EMRL.D. Any emerald gemstones, SKRs, custody arrangements, vault locations, insurance policies, or related asset documentation must be described in a future amendment after confirmation by management, counsel, custodian, and appraiser.

ITEM 9 - MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company is in an early stage of operations and expects to incur significant expenses related to legal compliance, audit, token infrastructure, asset documentation, custody, valuation, cybersecurity, investor onboarding, and platform integration. The Company's ability to continue operations will depend on proceeds from this offering, private financing, affiliate support, revenue from tokenization services, or other capital sources. The Company has not yet inserted audited financial statements into this draft; the MD&A must be updated after financial statements are complete.

Liquidity and capital resources. The Company expects to use offering proceeds to fund operations and EMRL.D asset strategy. If the Company raises less than the maximum offering amount, it may delay asset acquisition, reduce technology development, defer marketing, negotiate lower-cost service arrangements, or seek additional financing. There can be no assurance that additional financing will be available on acceptable terms.

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

The following table sets forth information regarding the Company's directors, officers, and significant employees as of the date of this Offering Circular.

Management is responsible for the overall strategic direction, operational oversight, regulatory compliance, business development, tokenization initiatives, and platform infrastructure of the Company.

The Company's directors, officers, and key personnel possess experience in digital assets, blockchain infrastructure, real-world asset tokenization, investment advisory services, strategic business development, and alternative asset markets.

ITEM 11 - COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Company compensates its directors, officers, managers, consultants, and significant employees through a combination of cash compensation, equity interests, token allocations, consulting arrangements, and other incentive-based compensation arrangements, as determined by management and approved in accordance with the Company's governing documents.

As of the date of this Offering Circular, certain officers and managers may receive limited or no cash compensation while the Company remains in its development stage. The Company may, in the future, provide compensation through salaries, bonuses, profit-sharing arrangements, token incentives, equity participation, reimbursement of expenses, or other forms of compensation.

The Company may also enter into consulting, advisory, strategic partnership, or management agreements with related parties or affiliates in connection with its business operations, tokenization initiatives, technology infrastructure, regulatory compliance, and asset management activities.

All compensation arrangements are subject to applicable law, contractual agreements, and approval by management.

ITEM 12 - SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding the beneficial ownership of the Company's membership interests, equity securities, and/or digital asset-backed tokens by:

each officer and director,

all officers and directors as a group,

and each person known by the Company to beneficially own 10% or more of the Company's outstanding securities.

Beneficial ownership is determined in accordance with applicable SEC rules and generally includes voting power and/or investment power with respect to the securities held.

Unless otherwise indicated, the Company believes that each person identified in the table possesses sole voting and investment power with respect to the securities beneficially owned by such person, subject to applicable community property laws and contractual arrangements.

ITEM 13 - INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company may engage in transactions and strategic arrangements with affiliated entities, related parties, management personnel, and third-party service providers in connection with its business operations, tokenization initiatives, fundraising activities, platform infrastructure, market development, and real-world asset strategies.

Such arrangements may include:

use of the AI.X PECADO Swap Portal infrastructure,

relationships involving P/E Capital Investments South East Asia (SEA) Private Limited,

tokenization and operational support provided by P/E Capital DAO LLC,

fundraising, compliance, or strategic support arrangements involving CapexFund,

operating or sourcing arrangements with Emerald S.A.S. and Colombian gemstone-related operations,

gemstone SKR and buy-call arrangements involving the Cahero Family Group,

strategic market-access, listing, blockchain, wallet, pricing, analytics, or integration relationships involving platforms such as BitMart, MEXC, LBank, Polygon, MetaMask, and CoinGecko,

Thailand-related initiatives involving Finstable Holdings Co., Ltd. and/or FForward,

management, treasury, advisor, or strategic token allocations,

SPV or team token repurchase arrangements,

and compensation or reimbursement arrangements involving affiliates, consultants, advisors, or related parties.

The Company intends to disclose material related-party transactions and conflicts of interest in accordance with applicable securities laws and SEC disclosure requirements.

ITEM 14 - SECURITIES BEING OFFERED

EMRL.D tokens are digital securities. Each EMRL.D token represents the contractual rights described in the Token Terms, subscription agreement, operating agreement, and this Offering Circular. The final legal structure must state whether EMRL.D is debt, equity, revenue participation, profit participation, membership interest, beneficial interest, contractual claim, asset-linked note, or another permissible security type under Regulation A. Until counsel confirms the final classification, this draft refers to EMRL.D as a digital security token and contractual investment right.

TOKEN HOLDER RIGHTS.Holders of the Tokens shall possess enforceable contractual rights associated with their ownership interests in the SPV, as set forth in the Company's governing documents, token terms, subscription agreements, and related offering materials.

Such rights may include:

economic and beneficial ownership interests associated with the SPV,

rights to participate in matters submitted for token holder voting, where applicable,

access to certain disclosures, reports, and information provided by the Company,

and other rights expressly granted under the governing agreements and applicable law.

Token holders' voting rights, if any, shall be limited to the matters specifically authorized by the Company's governing documents, operating agreements, or applicable contractual arrangements.

Except as expressly provided, ownership of the Tokens does not constitute direct ownership, possession, or title to specific underlying gemstone assets or physical property held, managed, or referenced by the SPV.

RESTRICTIONS. EMRL.D tokens may only be issued to approved investors and may be subject to transfer restrictions, lockups, whitelisting, KYC/AML, jurisdictional limitations, securities-law restrictions, smart contract restrictions, and registry reconciliation. The Company may refuse, reverse, freeze, or restrict transfers where required or permitted by law and token terms.

No guarantee of liquidity. The Company may seek integrations with OTC pathways, centralized exchanges, ATSs, broker-dealers, or other liquidity venues. No listing, trading market, bid support, price support, or liquidity is guaranteed.

ITEM 15-FINANCIAL STATEMENT(UNAUDITED)

This financial statement hasbeen prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

This financial statement hasbeen prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

This financial statement hasbeen prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Organization

P/E Capital DAO LLC (the "Company") is a Wyoming limited liability company formed to develop and manage digital asset and tokenized real-world asset investment activities. The Company serves as the issuer of the EMRL.D security token.

NOTE 2 - Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting for inclusion in the Company's Offering Statement under Regulation A of the Securities Act of 1933. These financial statements are presented pursuant to the applicable requirements of Regulation A.

We use our 2025 Balance Sheet as the starting point following the successful raising of $250,000 from pioneer investors under Regulation D (private qualified investors) and the issuance of 100 million tokens at a seeding price of $0.20 per token. The pre-seed proceeds were initially recorded as a liability because no tokens had yet been delivered. This accounting treatment is consistent with GAAP.

In Q1 2026, the tokens were delivered to the pioneer investors and the founders. During the same period, the Company also recorded token deliveries to its first institutional investor, Nimbus Capital of Panama, as well as approximately $500,000 in additional proceeds from the Regulation D program. All token deliveries are recorded and traceable on the Polygon blockchain.

On April 3, 2026, the token began trading on two international digital asset exchanges (BitMart and BitMax/AscendEX), establishing a market-based price discovery (spot price) ranging from $1.50 to $1.80 per token. This market price established the value of the treasury tokens held by the SPV, further expanding its balance sheet.

Because the 2026 financial statements cover only the first six months of the fiscal year, we submitted interim financial statements for that period. Both the 2025 and interim 2026 financial statements have been prepared in accordance with GAAP.

NOTE 3 - Significant Accounting Policies

Cash and cash equivalents consist of cash held in financial institutions and digital asset wallets.

Receivables are recorded at amounts expected to be collected.

Digital assets held for treasury, deployment, and reserve purposes are recorded in accordance with management's accounting policies.

Revenue is recognized when the Company satisfies its contractual performance obligations.

Management uses estimates and assumptions in preparing the financial statements.

NOTE 4 - Digital Assets

Digital assets consist primarily of EMRL.D tokens held for treasury, deployment, future awards, and strategic reserve purposes. Management periodically evaluates the carrying values of these assets based on its established accounting policies.

NOTE 5 - Receivables

Receivables consist primarily of amounts due from institutional investors, OTC transactions, and digital asset exchanges. Management believes these balances are collectible.

NOTE 6 - Revenue

Revenue for the six months ended June 30, 2026 was derived primarily from institutional subscriptions, Buy Call agreements, OTC transactions, and exchange deployment activities. Revenue is recognized when the related contractual obligations are satisfied.

NOTE 7 - Related Party Transactions

The Company entered into transactions with related parties in the ordinary course of business, including token-based compensation and reimbursement of certain operating costs. Management believes these transactions were conducted on terms considered reasonable under the circumstances.

NOTE 8 - Commitments and Contingencies

The Company has contractual commitments relating to digital asset reserves, strategic investment arrangements, and token deployment activities. Management is not aware of any material contingencies requiring additional disclosure as of June 30, 2026.

NOTE 9 - Subsequent Events

Management evaluated subsequent events through the date the financial statements were available to be issued and determined that no material events requiring adjustment or additional disclosure had occurred.

SIGNATURE

Pursuant to the requirements of Regulation A, the Issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City ofJackson, State ofWyoming, onMay 26, 2026.

P/E CAPITAL DAO LLC

By:

VIRGILIOV.IBONESIIIChief Operating Officer (COO)Sole Offering Principal and Duly Authorized Representative of the Issuer

This Offering Statement has been signed by the following person in the capacity and on the date indicated.

(Signature)/s/VIRGILIOV.IBONESIII(Title)Chief Operating Officer (COO)

Sole Offering Principal and Duly Authorized Representative of the Issuer

(Date)May 26, 2026

COMPANY REGISTRY EXTRACT

P/E CAPITAL DAO LLC

DAO ORGANIZATIONAL & OWNERSHIP DISTRIBUTION RECORD

1. LEGAL ENTITY INFORMATION

2. BUSINESS DESCRIPTION

P/E Capital DAO LLC operates as a blockchain-enabled tokenization and ledger coordination company within the AI.X PECADO ecosystem. The company focuses on:

Real-world asset (RWA) tokenization

Digital securities issuance

Blockchain-based sub-ledger coordination

Smart contract infrastructure

Asset-linked digital securities

Emerald-linked tokenized investment structures

The company's initial flagship project is EMRL.D, an emerald-linked digital security token.

3. REGULATORY POSITION

P/E Capital DAO LLC operates within a digital asset and tokenization-focused ecosystem that incorporates onboarding procedures, participant verification activities, blockchain infrastructure coordination, and ecosystem participation frameworks aligned with evolving industry practices for digital asset platforms and tokenized real-world asset initiatives..

Maximum offering details:

4. DAO GOVERNANCE STRUCTURE

P/E Capital DAO LLC operateswithin a DAO-enabled ecosystem framework incorporating:

smart contract-based governance,

tokenized participation,

member voting mechanisms,

SPV-linked contractual rights,

and digital asset administration.

The ecosystem framework includes:

voting rights,

economic participation rights,

governance participation rights,

and enforceable contractual SPV-related ownership interests.

5. MANAGEMENT & KEY PERSONNEL

Directors, Officers, and Significant Employees

6. OWNERSHIP DISTRIBUTION RECORD

Security Ownership of Management & Certain Securityholders.

The following Ownership Distribution Record provides a summary of the EMRL.D token allocations and participation structure associated with certain managers, advisors, officers, and key personnel of P/E Capital DAO LLC, based on the Company's current organizational and project framework.

These allocations are intended to reflect team participation, operational involvement, ecosystem growth, and long-term alignment within the Company's tokenization initiatives and digital asset ecosystem.

Ownership percentages and allocations may change over time depending on project development, future token distributions, treasury activities, strategic partnerships, and overall ecosystem expansion.

7. MANAGEMENT COMPENSATION & TOKEN DISTRIBUTION

P/E Capital DAO LLC's allocation framework includes EMRL.D token allocations designated for certain managers, advisors, and key participants, with each allocation carrying an estimated reference value of approximately $200,000 based on the project's stated EMRL.D reference pricing structure.

8. TREASURY & STRATEGIC ALLOCATION STRUCTURE

The use of Proceeds allocations indicate the following organizational and treasury distribution framework:

9. RELATED ORGANIZATIONAL STRUCTURES

P/E Capital DAO LLC's ecosystem includes collaborations, integrations, strategic coordination, and operational activities involving:

AI.X PECADO ecosystem

AIX Swap Portal

EMRL.D S.A.S.

Emerald S.A.S.

CapexFund

Cahero Family Group

Polygon blockchain

BitMart

MEXC

LBank

MetaMask

CoinGecko

Finstable Holdings Co., Ltd.

FForward

10. TOKEN HOLDER RIGHTS

The token holders possess enforceable contractual rights associated with SPV ownership interests, including:

economic and beneficial ownership interests,

voting participation rights where applicable,

access to disclosures and reports,

and contractual governance rights under governing agreements.

11. COMPLIANCE & INVESTOR ONBOARDING

P/E Capital DAO LLC's investors may be subject to:

KYC verification,

AML screening,

OFAC compliance,

wallet verification,

transfer restrictions, and

smart contract whitelisting requirements.

12. LEGAL DISCLAIMER

This document is a summary of publicly available and internally provided organizational information relating to P/E Capital DAO LLC and is intended solely for informational purposes. Ownership allocations and governance structures remain subject to final operating agreements, smart contract logic, and applicable regulatory review.

OPERATING AGREEMENT

of

P/E CAPITAL DAO LLC

a Wyoming Decentralized Autonomous Organization LLC

This Operating Agreement ("Agreement") is entered into and made effective as of the Effective Date by and among the Members of P/E Capital DAO LLC, a Wyoming limited liability company organized as a decentralized autonomous organization ("DAO LLC") under the Wyoming Limited Liability Company Act and the Wyoming Decentralized Autonomous Organization Supplement.

ARTICLE I -FORMATION

1.1 Formation

The Members hereby confirm the formation of P/E Capital DAO LLC as a Wyoming DAO LLC pursuant to:

Wyoming Limited Liability Company Act, W.S. section 17-29-101 et seq.; and

Wyoming Decentralized Autonomous Organization Supplement, W.S. section 17-31-101 et seq.

1.2 Name

The name of the Company shall be:

P/E Capital DAO LLC

The Company may operate under trade names, brands, or platforms including:

AI.X

AI.X Swap Portal

EMRL.D

RUBY.Dor other names approved by the Members.

1.3 Principal Office

The principal office and principal place of business of the Company shall be:

P/ECapital DAO LLC680 S Cache Street, Suite 100-7414Jackson, Wyoming 83001United States of AmericaPhone: 888-929-2825

The Company may establish additional offices, operational hubs, virtual offices, blockchain-based administrative systems, or international representative offices as determined by the Founders, Directors, or governance mechanisms of the Company.

The above address is consistent with publicly available filings of P/E Capital DAO LLC with the United States Securities and Exchange Commission ("SEC") through the EDGAR system.

1.4 Registered Agent

The Company shall continuously maintain a registered agent in the State of Wyoming in accordance with applicable law.

1.5 Term

The Company shall continue perpetually unless dissolved pursuant to this Agreement or Wyoming law.

ARTICLE II -PURPOSE

2.1 Business Purpose

The Company is organized to engage in any lawful business activity permitted under Wyoming law, including but not limited to:

Tokenization of real-world assets ("RWAs");

Development and operation of blockchain-based investment and settlement infrastructure;

Issuance, administration, and governance of digital asset securities and utility tokens;

Development and operation of decentralized finance ("DeFi") systems;

Acquisition, holding, management, valuation, custody, and monetization of gemstone and alternative assets;

Operation of platforms including AI.X Swap Portal;

Formation and administration of Special Purpose Vehicles ("SPVs"), DAOs, and affiliated entities;

Participation in securities offerings, Regulation A offerings, Regulation D offerings, token syndications, and related activities subject to applicable law;

Entering partnerships, Memorandum of Understandings ("MOUs"), Memorandum of Agreements ("MOAs"), licensing arrangements, and exchange integrations.

2.2 Regulatory Intent

The Company intends to operate in compliance with applicable United States federal and state securities laws, anti-money laundering requirements, sanctions laws, and other applicable regulations.

ARTICLE III -MEMBERSHIP

3.1 Members

The Members of the Company shall consist of persons or entities admitted pursuant to this Agreement.

3.2 Membership Interests

Membership Interests may consist of:

governance rights;

economic rights;

tokenized interests;

digital securities;

smart-contract-based ownership rights;

or combinations thereof.

3.3 Limitation of Rights

Ownership of tokens or digital assets associated with Company projects does not automatically grant managerial rights unless expressly approved by the Company.

3.4 Admission of New Members

New Members may be admitted upon approval by:

Majority vote of governance interests; or

Smart contract governance procedures approved by the Company.

3.5 Member Rights

Rights of Members and token holders shall be governed primarily by:

applicable Smart Contracts;

offering documents;

SPV agreements;

governance protocols;

and applicable Wyoming law.

Such rights may include:

voting rights;

governance participation rights;

economic participation rights;

enforceable contractual rights relating to SPVs;

and other rights expressly provided through digital asset agreements and smart contract systems.

ARTICLE IV -MANAGEMENT

4.1 Management Structure

The Company shall operate under a flat organizational structure designed to support decentralized operations, collaborative governance, and efficient execution of tokenization and digital asset activities.

The Company currently maintains:

Full-Time Personnel: Ten (10)

Part-Time Personnel: As determined and updated by management from time to time.

The Company may engage contractors, advisors, consultants, developers, compliance professionals, and strategic partners as necessary.

4.2 Management Structure

The Company shall initially operate as a member-managed DAO LLC under Wyoming law.

4.3 Managers and Officers

The Members may appoint Managers, Officers, Advisors, Project Directors, and other personnel to oversee Company activities.

4.4 Authority

Managers or authorized Officers may:

execute agreements;

manage treasury operations;

administer tokenization activities;

coordinate exchange listings;

supervise compliance matters;

manage banking and custodial relationships;

approve operational expenditures.

4.5 Founders, Directors, Officers, Advisors, and Administrative Personnel

The Company may appoint or recognize individuals serving in operational, managerial, advisory, administrative, branding, technology, and strategic functions in support of the Company's activities, projects, tokenization infrastructure, business development, and ecosystem operations.

As of the Effective Date of this Agreement, the following individuals are recognized as key personnel and contributors of the Company:

These appointments may be amended, expanded, reassigned, or revoked by the Founders, Directors, governance approval, or authorized Company action.

4.6 Smart Contracts

The Company may utilize blockchain smart contracts to:

automate governance;

record ownership;

facilitate token issuance;

manage treasury actions;

execute voting functions.

Any smart contracts may be upgraded, amended, or replaced upon governance approval.

ARTICLE V -CAPITAL CONTRIBUTIONS

5.1 Contributions

Members may contribute:

fiat currency;

cryptocurrency;

digital assets;

intellectual property;

contracts;

gemstones or other RWAs;

services approved by the Company.

5.2 Additional Contributions

No Member shall be obligated to contribute additional capital unless agreed in writing.

ARTICLE VI -TOKENS AND DIGITAL ASSETS

6.1 Tokenization Activities

The Company may create, administer, market, or support digital asset projects including but not limited to:

EMRL.D;

RUBY.D;

USD.D;or other tokenized instruments.

6.2 Nature of Token Rights

Unless otherwise disclosed in offering materials:

token holders may possess economic or governance rights only;

token ownership does not constitute direct title to underlying assets;

enforceable rights shall be limited to those expressly described in the governing offering documents, smart contracts, or SPV agreements.

6.3 Compliance

All token issuances shall be subject to applicable securities laws and compliance procedures including Know Your Customer ("KYC")/Anti-money Laundering ("AML") requirements where applicable.

6.4 Authority to Issue Tokens

Authority to create, authorize, mint, issue, allocate, or retire digital tokens and tokenized instruments shall reside with the Company's:

Founders; and

Directors.

Such authority may be delegated through governance resolutions, board approvals, or smart contract authorization mechanisms.

6.5 Authority to Enter Asset Agreements

Authority to negotiate, execute, amend, or terminate:

asset acquisition agreements;

stockpile agreements;

gemstone agreements;

SPV agreements;

tokenization agreements;

exchange agreements;

and other real-world asset arrangements shall reside with the Company's Founders and Directors.

ARTICLE VII -PROFITS, LOSSES, AND DISTRIBUTIONS

7.1 Allocation

Profits and losses shall be allocated among Members proportionate to their ownership interests unless otherwise approved.

7.2 Distributions

Distributions, treasury allocations, token-related revenues, and economic participation rights shall be administered in accordance with:

applicable Smart Contracts;

SPV arrangements;

and contractual agreements entered into by the Company, including exchange-related agreements such as those involving BitMart or similar platforms.

Distributions may be made in:

fiat currency;

cryptocurrency;

stablecoins;

digital assets;

token buybacks;

treasury distributions.

Distributions shall be made at such times and in such amounts as determined by the Managers or governance vote.

ARTICLE VIII -VOTING

8.1 Voting Rights

Voting rights may be determined by:

token holdings;

membership interests;

governance allocations;

smart contract voting systems.

8.2 Governance Procedures

The Company may conduct governance:

on-chain;

off-chain;

through written consent;

through digital voting portals;

through smart contract execution.

8.3 Majority Approval

Unless otherwise stated herein, actions require approval by a majority of voting interests participating in the vote.

ARTICLE IX -LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 Limited Liability

No Member, Manager, Officer, Advisor, or affiliate shall be personally liable for the debts, obligations, or liabilities of the Company except as required by law.

9.2 Fiduciary Duties

To the fullest extent permitted by Wyoming law, fiduciary duties may be limited, modified, or eliminated except for the implied contractual covenant of good faith and fair dealing.

9.3 Indemnification

The Company shall indemnify and hold harmless its Members, Founders, Directors, Officers, Advisors, employees, and agents from and against liabilities, claims, damages, losses, costs, and expenses incurred in connection with Company activities, except in cases involving:

fraud;

willful misconduct;

gross negligence;

or knowing violation of law.

This indemnification provision shall be interpreted as a standard commercial indemnification declaration under Wyoming law.

9.4 Conflict Resolution and Approvals

Any disputes, conflicts, or governance-related approvals arising under this Agreement shall be interpreted and resolved in accordance with the laws and jurisdiction of the State of Wyoming.

ARTICLE X -BOOKS, RECORDS, TAX MATTERS, AND REPORTING

10.1 Records

The Company may maintain records:

digitally;

through blockchain systems;

through custodial platforms;

through accounting systems approved by management.

10.2 Financial Reporting

The Company may prepare financial statements, token disclosures, capitalization records, and regulatory filings as required.

10.3 Tax Treatment

The Members intend for the Company to be treated as determined by applicable tax elections under United States law.

10.4 Tax Matters

Each Member shall be responsible for their own tax reporting, tax liabilities, and fiduciary obligations arising from ownership of Membership Interests, digital assets, token distributions, or related economic participation.

The Company shall not serve as fiduciary or tax advisor to any Member unless otherwise agreed in writing.

ARTICLE XI -TRANSFERABILITY

11.1 Transferability

Unless otherwise restricted by applicable law, securities regulations, smart contracts, exchange requirements, or specific contractual obligations, Membership Interests and tokenized interests shall generally have no transfer restrictions imposed by the Company.

11.2 Compliance

Any transfer must comply with:

applicable securities laws;

sanctions laws;

AML/KYC procedures;

and transfer conditions contained in applicable agreements or smart contracts.

ARTICLE XII -DISSOLUTION

12.1 Dissolution

The dissolution, winding up, and termination of the Company shall be conducted in accordance with:

the Wyoming Limited Liability Company Act;

the Wyoming Decentralized Autonomous Organization Supplement;

and other applicable Wyoming laws and regulations.

The Company may additionally implement dissolution procedures through approved governance protocols or smart contract execution mechanisms.

12.2 Winding Up

Upon dissolution:

liabilities shall be satisfied first;

remaining assets shall be distributed proportionately to Members;

digital assets may be liquidated or distributed in-kind.

ARTICLE XIII -NOTICE OF DAO RESTRICTIONS

NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS

The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, articles of organization, and operating agreement of a decentralized autonomous organization may define, reduce, or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions, and dissolution of the decentralized autonomous organization.

ARTICLE XIV -MISCELLANEOUS

14.1 Amendments

This Agreement may be amended by:

majority governance vote;

written consent of Members;

approved smart contract governance procedures.

14.2 Governing Law

This Agreement shall be governed by the laws of the State of Wyoming.

14.3 Severability

If any provision is held unenforceable, the remaining provisions shall remain in effect.

14.4 Entire Agreement

This Agreement constitutes the entire agreement among the Members concerning the Company

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned Member execute this Operating Agreement effective as of the date below.

INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS

EMRL.D Digital Asset Security Token

1. TOKEN TERMS AND CONDITIONS OF EMRL.D

1.1 Designation

The digital asset security issued pursuant to this instrument shall be designated as:

EMRL.D - Emerald-Backed Digital Asset Security Token

The EMRL.D token constitutes a blockchain-recorded digital security representing contractual and governance-related rights associated with designated Special Purpose Vehicle ("SPV") arrangements and asset-linked participation structures established by P/E Capital DAO LLC.

1.2 Issuer

Issuer: P/E Capital DAO LLCJurisdiction of Formation: State of Wyoming, United StatesTechnology and Tokenization Infrastructure: AI.X / AIX EcosystemBlockchain Network: Polygon Blockchain Network

1.3 Nature of Security

EMRL.D is intended to constitute a digital asset security offered pursuant to applicable exemptions, qualifications, or registrations under United States federal securities laws, including Regulation A under the Securities Act of 1933, as amended.

The token is designed as a blockchain-enabled security instrument reflecting:

contractual participation rights,

governance participation rights,

digital recordation rights,

SPV-linked ownership interests,

and rights expressly defined within the governing offering documents.

The EMRL.D token does not constitute legal tender, bank deposit, insured deposit obligation, commodity futures contract, or consumer payment instrument.

1.4 Blockchain Representation

Ownership and transfer records of EMRL.D may be maintained through smart contracts deployed on the Polygon blockchain or related interoperable distributed ledger infrastructure approved by the Issuer.

Blockchain records maintained through approved smart contracts shall constitute the authoritative digital ledger of token ownership, subject to compliance controls, transfer restrictions, court orders, regulatory obligations, and issuer administrative authority.

1.5 Asset Reference Framework

EMRL.D is structured as an asset-referenced digital security associated with emerald-related real-world asset activities, including but not limited to:

emerald procurement,

aggregation,

stockpiling,

valuation,

certification,

inventory administration,

and related SPV asset participation structures.

The referenced asset activities are conducted through contractual arrangements involving Emerald S.A.S., Colombia-based operational relationships, and associated asset administration frameworks disclosed within the Offering Statement.

2. TOKEN HOLDER RIGHTS SCHEDULE

2.1 General Rights of Token Holders

Subject to applicable law, smart contract restrictions, transfer limitations, and issuer governance controls, holders of EMRL.D may possess the following rights:

(a) Governance Participation Rights

Token holders may participate in governance matters authorized by the Issuer, including:

voting on designated governance proposals,

approval mechanisms relating to certain operational matters,

smart contract governance participation,

and digital governance procedures established by the Issuer.

Voting mechanics may be implemented through blockchain-enabled governance systems or related administrative procedures approved by the Issuer.

(b) SPV-Linked Contractual Rights

Token holders may possess enforceable contractual rights associated with designated SPV participation structures expressly described in the Offering Statement and related exhibits.

Such rights may include:

participation interests,

contractual economic participation rights,

and asset-linked participation structures,subject to the limitations, qualifications, and priorities established in the governing agreements.

(c) Digital Recordation Rights

Token holders shall possess the right to maintain blockchain-recorded ownership entries reflecting their token holdings, subject to:

compliance verification,

wallet validation,

AML/KYC requirements,

sanctions screening,

and applicable transfer controls.

(d) Information Rights

Token holders may receive disclosures, reports, updates, notices, governance announcements, and related information determined by the Issuer to be appropriate under applicable securities laws and internal governance procedures.

2.2 No Direct Asset Ownership

Ownership of EMRL.D does not constitute direct legal title to specific emerald gemstones, mineral reserves, mining concessions, vault inventories, or physical assets unless expressly stated in a separate executed agreement.

Token holders possess contractual and governance-based rights only as specifically defined within the governing offering documents.

2.3 No Partnership Rights

Ownership of EMRL.D shall not create:

a partnership,

joint venture,

fiduciary relationship,

agency relationship,

or membership-management authoritybetween any token holder and the Issuer.

3. EMRL.D SERIES SUPPLEMENT

Series Designation

Series Name: EMRL.DAsset Classification: Digital Asset SecurityBlockchain Standard: Polygon-Compatible Smart Contract StandardIssuer: P/E Capital DAO LLC

3.1 Purpose of Series

The EMRL.D Series has been established for purposes including:

tokenized real-world asset participation,

blockchain-based securities administration,

digital governance participation,

and blockchain-enabled investor access infrastructure.

3.2 Smart Contract Administration

The Issuer reserves authority to:

upgrade smart contracts,

migrate token contracts,

implement compliance controls,

suspend transfers,

replace administrative wallets,

and execute technical modificationsnecessary for regulatory compliance, cybersecurity, operational continuity, or blockchain interoperability.

3.3 Transfer Restrictions

Transfers of EMRL.D may be restricted:

pursuant to federal securities laws,

smart contract compliance modules,

transfer-agent procedures,

sanctions screening,

jurisdictional limitations,

lock-up provisions,

or secondary market compliance requirements.

The Issuer may reject, suspend, or reverse transfers determined to violate applicable law or offering restrictions.

3.4 Compliance Controls

All holders may be required to complete:

Know Your Customer ("KYC") verification,

Anti-Money Laundering ("AML") procedures,

wallet verification,

accreditation verification where applicable,

and jurisdictional eligibility screening.

The Issuer may freeze, restrict, or administratively block wallets associated with unlawful activity, sanctions exposure, fraud risk, or regulatory violations.

4. ASSET REFERENCE AND COLLATERAL SCHEDULE

4.1 Referenced Asset Activities

The EMRL.D structure references emerald-related asset activities involving:

sourcing and aggregation,

artisanal mining relationships,

gemstone stockpiling,

inventory management,

certification,

valuation procedures,

and related commercial asset administration activities.

4.2 Asset Administration

Operational asset activities may involve:

Emerald S.A.S.,

affiliated operating entities,

vaulting providers,

certification providers,

appraisers,

logistics providers,

and designated SPV structures.

4.3 Certification Standards

Referenced gemstones may be subject to certification or valuation procedures involving recognized gemological standards, including independent third-party assessment where applicable.

4.4 No Guaranteed Valuation

No fixed valuation, redemption price, guaranteed appreciation, guaranteed liquidity, or guaranteed secondary market pricing is promised or implied by ownership of EMRL.D unless expressly stated in executed written agreements.

5. SMART CONTRACT GOVERNANCE PROVISIONS

5.1 Blockchain Governance

Governance functions may be administered through:

smart contracts,

digital voting infrastructure,

blockchain governance systems,

or issuer-controlled administrative systems.

5.2 Administrative Authority

The Issuer retains administrative authority necessary to:

maintain regulatory compliance,

address cybersecurity threats,

remediate technical failures,

enforce transfer restrictions,

and preserve operational continuity.

5.3 Forks and Blockchain Events

In the event of:

blockchain forks,

network disruptions,

validator failures,

cybersecurity incidents,

protocol migrations,

or smart contract exploits,

the Issuer may determine the authoritative blockchain record and implement corrective measures deemed commercially reasonable and legally necessary.

6. TRANSFER RESTRICTIONS AND COMPLIANCE CONTROLS

6.1 Securities Law Restrictions

EMRL.D may not be offered, sold, pledged, assigned, transferred, or otherwise disposed of except pursuant to:

an effective registration statement,

an available exemption from registration,

Regulation A transfer conditions,

or applicable securities law requirements.

6.2 Restricted Jurisdictions

The Issuer may prohibit ownership, transfer, or access within jurisdictions subject to:

sanctions restrictions,

prohibited crypto-asset regulations,

securities prohibitions,

or other legal limitations.

6.3 Secondary Market Limitations

Any secondary market trading shall remain subject to:

applicable securities laws,

transfer restrictions,

smart contract compliance controls,

exchange listing requirements,

and issuer administrative policies.

7. RISK ALLOCATION AND LIMITATION PROVISIONS

7.1 No Guarantee of Liquidity

The Issuer does not guarantee:

exchange listings,

secondary market liquidity,

token price stability,

or continuous trading availability.

7.2 Technology Risks

Ownership of EMRL.D involves risks associated with:

blockchain technology,

smart contracts,

cybersecurity incidents,

wallet compromise,

protocol vulnerabilities,

and network disruptions.

7.3 Regulatory Risks

Digital asset securities remain subject to evolving regulatory treatment under U.S. federal securities laws and international regulatory frameworks.

8. DEFINITIONS

AML- Anti-Money Laundering compliance procedures.

Blockchain - Distributed ledger infrastructure utilized for recording token ownership and transfers.

EMRL.D - The emerald-referenced digital asset security issued by P/E Capital DAO LLC.

KYC - Know Your Customer identity verification procedures.

SPV - Special Purpose Vehicle or designated contractual asset participation structure associated with the offering.

Token Holder - A verified holder of EMRL.D reflected on the applicable blockchain ledger or issuer-approved ownership registry.

SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has caused this Instrument Defining Rights of Security Holders to be executed on behalf of the Issuer.

P/E CAPITAL DAO LLC

By:/s/VIRGILIO V. IBONES IIIName:VIRGILIO V. IBONES IIITitle:Chief Operating Officer (COO)

Sole Offering Principal and Duly Authorized Representative of the Issuer

Date:

PURCHASE AGREEMENT

EMRL.D DIGITAL ASSET SECURITY TOKENS

This Purchase Agreement ("Agreement") is entered into betweenP/E Capital DAO LLC, a Wyoming limited liability company (the "Issuer"), and the undersigned purchaser ("Purchaser"), in connection with the purchase of EMRL.D digital asset securities pursuant to Regulation A under the Securities Act of 1933, as amended.

1. PURCHASE

Purchaser hereby agrees to purchase EMRL.D digital asset securities ("EMRL.D Tokens") from the Issuer in the amount indicated on the signature page of this Agreement.

The Issuer reserves the right to approve or reject any purchase request, in whole or in part, in accordance with applicable law and compliance requirements.

2. DESCRIPTION OF EMRL.D

EMRL.D is a blockchain-enabled digital asset security issued through the AI.X / AIX ecosystem and recorded on the Polygon blockchain or related approved blockchain infrastructure.

EMRL.D is structured as a digital security associated with tokenized real-world asset participation and SPV-linked contractual governance rights.

Ownership of EMRL.D does not constitute direct ownership of specific gemstones, mining assets, vault inventories, or physical reserves unless expressly stated in a separate written agreement.

3. TOKEN HOLDER RIGHTS

Subject to applicable law and offering documents, holders of EMRL.D may possess:

governance participation rights,

voting rights,

blockchain-recorded ownership rights,

and SPV-linked contractual participation rights.

All rights are limited to those expressly described in:

the Offering Circular,

Instruments Defining Rights of Security Holders,

and related offering documents.

4. PURCHASER REPRESENTATIONS

Purchaser represents and agrees that:

(a) Authority.Purchaser has legal authority to enter into this Agreement.

(b) Review of Documents.Purchaser has reviewed the Offering Circular, risk disclosures, and related offering materials.

(c) Compliance Verification.Purchaser agrees to complete all required:

KYC procedures,

AML procedures,

sanctions screening,

and wallet verification requirements.

(d) Investment Risk.Purchaser understands that investment in digital asset securities involves substantial risk, including possible loss of the entire investment.

(e) Compliance With Laws.Purchaser will comply with applicable securities laws and transfer restrictions.

5. TRANSFER RESTRICTIONS

EMRL.D may not be transferred except in compliance with:

applicable securities laws,

Regulation A requirements,

smart contract compliance controls,

and issuer-approved transfer procedures.

The Issuer may restrict, reject, suspend, or block transfers necessary for legal or regulatory compliance.

6. SMART CONTRACT AND BLOCKCHAIN PROVISIONS

Ownership records may be maintained through smart contracts on the Polygon blockchain or related approved blockchain systems.

The Issuer may implement:

smart contract upgrades,

compliance controls,

wallet restrictions,

or technical modifications necessary for cybersecurity, regulatory compliance, or operational continuity.

7. NO GUARANTEE

The Issuer does not guarantee:

profits,

liquidity,

exchange listings,

price appreciation,

or secondary market availability.

8. LIMITATION OF LIABILITY

To the fullest extent permitted by law, the Issuer and its affiliates shall not be liable for losses arising from:

market volatility,

blockchain failures,

smart contract vulnerabilities,

cybersecurity incidents,

or regulatory developments,except where liability cannot legally be waived.

9. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Wyoming.

10. ENTIRE AGREEMENT

This Agreement, together with the Offering Circular and related exhibits, constitutes the entire agreement between the Parties regarding the purchase of EMRL.D.

PURCHASER INFORMATION

ACKNOWLEDGMENT

By signing below, Purchaser acknowledges that:

Purchaser has reviewed the offering materials;

Purchaser understands the risks associated with digital asset securities; and

Purchaser agrees to be bound by the terms of this Agreement.

SIGNATURES

TOKEN SWAP AGREEMENT

This Token Swap Agreement ("Agreement") is entered into as of ___________, by and between:

P/E Capital Decentralized Autonomous Organization, LLC("P/E Capital DAO LLC"), a limited liability company organized under the laws of the State of Wyoming, represented herein byVirgilio V. Ibones III,Chief Operating Officer; and

Cahero Family Group("CFG"), represented herein byAlfonso Cahero, Founder.

P/E Capital DAO LLC and CFG may be collectively referred to as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, P/E Capital DAO LLC has developed a digital token project and desires to offer a portion of its token supply to CFG in exchange for Safe Keeping Receipts (SKRs); and

WHEREAS,CFG owns SKRs of emerald gemstones that can support a designated par value of the token supply and desires to exchange such assets for tokens under the terms set forthherein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

    * DEFINITIONS

    * Total Token Supply: 100,000,000 (100M) tokens issued by P/E Capital DAO LLC, verifiable via.

    * Allocated Tokens: 40,000,000 (40M) tokens, representing 40% of the total token supply, to be offered to CFG under this Agreement.

    * Par Value: $0.50 per token, supported by CFG's SKRs of emerald gemstones.

    * Spot Market: The first public or OTC trading of P/E Capital DAO LLC tokens.

    * OBLIGATIONS OF P/E Capital DAO LLC

    * Token Declaration: P/E Capital DAO LLC shall declare the total token supply of 100M tokens, verifiable via.

    * Token Allocation: P/E Capital DAO LLC agrees to allocate 40M tokens (40% of the total supply) to CFG.

    * Board Seat: P/E Capital DAO LLC shall offer CFG a seat on the board ofEMRL.D, with rights and responsibilities defined under EMRL.D's governance documents.

    * Off-Ramping Strategy: P/E Capital DAO LLC investors may initially sell tokens through OTC markets, such as MEXC-currently serving 40 million wallet users-and BitMart, with 12 million wallet users, before a broader public listing.

    * OBLIGATIONS OF CAHERO FAMILY GROUP

    * Asset Provision: CFG shall provide SKRs of emerald gemstones sufficient to support a $0.50 par value per token for the total token supply of 100M tokens.

    * Token Unloading Restrictions: CFG agrees to the following token sale restrictions:

    * 25% of allocated tokens (10M tokens) may be soldno earlier than six (6) monthsafter the spot market.

    * 75% of allocated tokens (30M tokens) may be soldno earlier than one (1) yearafter the spot market.

    * REPRESENTATIONS AND WARRANTIES

    * Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations.

    * P/E Capital DAO LLC confirms that the tokens have no debts, claims, or legal restrictions on them.

    * CFG represents that the SKRs of emerald gemstones are authentic, valid, and sufficient to support the par value stated.

    * GOVERNING LAW AND DISPUTE RESOLUTION

    * This Agreement shall be governed by and construed in accordance with the laws ofState of Wyoming

    * Any dispute arising under this Agreement shall first be resolved through good faith discussions between the Parties. If the dispute is not resolved, it shall be settled by binding arbitration in Wyoming under the rules of the American Arbitration Association (AAA). Judgment on the arbitration award may be entered in any court with proper jurisdiction.

    * MISCELLANEOUS

    * Amendments: No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

    * Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, agreements, or understandings, whether oral or written.

    * Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

P/E CAPITAL DECENTRALIZED AUTONOMOUS ORGANIZATION, LLC

By:/s/ Virgilio V. Ibones IIIIVirgilio V. Ibones III,Chief Operating Officer (COO)

CAHERO FAMILY GROUP

By: ___________________________Alfonso Cahero, Founder

MEMORANDUM OF UNDERSTANDING

EMRL.D Token - Buy Call Option Framework

BetweenP/E Capital DAO LLCandCahero Family Group

Effective Date : March 1, 2026

1. PARTIES

This Memorandum of Understanding ("MOU") is entered into between:

P/E Capital DAO LLC, a limited liability company organized under the laws of the State of Wyoming, acting through its EMRL.D Special Purpose Vehicle (SPV) (CIK File No.0001954925) ("P/E DAO"); and

Cahero Family Group, represented byRamon Cahero, Chief Operating Officer (COO)("Cahero Group").

Each a "Party" and collectively the "Parties."

2. PURPOSE

The purpose of this MOU is to define thestrategic relationship and structural frameworkbetween the Parties in connection with theEMRL.D Token, including:

The contribution and recognition of emerald-backedSafe Keeping Receipts ("SKRs"), being documents evidencing custody and control of physical gemstone assets

The operational independence of the Parties

The establishment of aBuy Call Option mechanismgoverning token-linked economic alignment

3. NON-BINDING NATURE

This MOU is non-binding and reflects the present understanding of the Parties,except for provisions expressly identified as binding.

TheBuy Call Option framework described in Section 6is intended to form the basis of abinding definitive agreement.

4. ASSET BACKING AND SKR RELATIONSHIP

The Parties acknowledge the following:

The Cahero Group maintains an approximateUSD 90,000,000 emerald gemstone stockpile, evidenced through SKRs

Said SKRs are intended to supportforty percent (40%) of the total EMRL.D token supply, subject to verification and structuring

Nature of Relationship

The Cahero Group acts asasset provider and SKR originator

P/E DAO acts astokenization sponsor, structuring entity, and SPV operator

Independence Clause

The Parties expressly agree that:

Each Party operates as anindependent entity

No partnership, joint venture, or fiduciary relationship is created

Control over assets and token issuance remainssegregated and role-defined

5. OPERATIONAL STRUCTURE

The Parties intend the following structure:

Cahero Family Group

Custody and maintenance of underlying emerald assets

Issuance and validation of SKRs

Cooperation in verification and audit processes

P/E Capital DAO LLC (EMRL.D SPV)

Token issuance and smart contract governance

Investor framework and distribution strategy

Exchange integration, including listing withBitMart Global

All operational execution remains subject to further agreements and regulatory compliance.

6. BUY CALL OPTION FRAMEWORK (INTENDED BINDING MECHANISM)

The Parties acknowledge the intent to enter into aBuy Call Option Agreementwith the following indicative terms:

Underlying Asset:EMRL.D Token

Strike Price:USD 1.00 per token

Option Term:365 days from the official rollout date of EMRL.D on BitMart Global

Grantor / Structure:To be defined in definitive agreement under the EMRL.D SPV

Trigger Conditions

The Buy Call Option may be exercisable upon the occurrence of all of the following conditions prior to expiration:

Market Price Threshold:EMRL.D reaches or exceedsUSD 8.00on the BitMart Global spot market

Liquidity Threshold:Achieves a minimumUSD 1,000,000 daily trading volume

Market Penetration Threshold:At leastfive percent (5%) of the total token supplyis successfully integrated into the digital secondary market

Time Condition:All conditions must occurwithin the 365-day option period

Important Qualification

The above parameters areindicative and subject to final legal structuring

No guarantee is made regarding price performance, liquidity, or market conditions

The Buy Call Option shall only become binding upon execution of adefinitive agreement

7. REGULATORY AND MARKET POSITIONING

The Parties acknowledge that:

EMRL.D may be structured as adigital asset or security token, subject to applicable laws

All activities must comply with relevant securities, AML (Anti-Money Laundering), and KYC (Know Your Customer) requirements

Listing onBitMart Globaldoes not constitute regulatory approval

8. CONFIDENTIALITY (BINDING)

All non-public, proprietary, or sensitive information shared between the Parties shall be treated asconfidential.

This obligation islegally binding and shall survive terminationof this MOU.

9. INTELLECTUAL PROPERTY (BINDING)

Each Party retains ownership of its respective intellectual property.

All token architecture, smart contracts, and issuance frameworks developed by P/E DAO shall remain its exclusive property unless otherwise agreed.

10. TERM AND TERMINATION

This MOU shall remain in effect until:

Superseded by definitive agreements; or

Terminated by either Party upon written notice

Binding provisions shall survive termination.

11. GOVERNING LAW AND DISPUTE RESOLUTION (BINDING)

This MOU shall be governed by the laws to be specified in the definitive agreement.

Any disputes shall be resolved througharbitration in a mutually agreed jurisdiction.

12. SIGNATURES

For P/E Capital DAO LLC (EMRL.D SPV)

Signature:/s/ Virgilio V. Ibones IIIIName:Virgilio V. Ibones IIITitle:Chief Operating Officer(COO)Date:March 1, 2026_____________

For Cahero Family Group

Signature: ______________________Name: Ramon CaheroTitle: Chief Operating Officer (COO)Date: ___________________________