AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Preliminary Offering Circular Dated January 5, 2023

Exceed Talent Capital Holdings LLC

160 Varick Street

New York, NY 10013

+1 917 985 8551

www.exceedtc.com

Best Efforts Offering of TalentShares

Exceed Talent Capital Holdings LLC, a Delaware series limited liability company (which we refer to as “Exceed Talent Capital”, “we,” “us,” “our” or the “Company”), is offering, on a best efforts basis, limited liability company membership interests in series of our Company (the “TalentShares^TM”).

Each series of our Company is focused on acquiring an economic interest in the works of talents around the world – which we refer to as Talent Related Assets (“TRAs”). Our series intend to enter into “Talent Related Income Agreements” (each, a “TRIA”) pursuant to which the series will obtain rights to all or a portion of the income generated by the TRA. Investors in TalentShares, as owners of the series, will receive pro rata distributions of the income generated by the TRA (net of our Managing Member’s Management Fee and certain other operating expenses) based on the number of TalentShares that investor holds compared to the outstanding number of TalentShares for that series.

The TRAs that our series intend to acquire, and the associated TRIAs our series intend to enter into, are identified in the “Series Offering Table” beginning on page iii. The TalentShares will be made available for purchase via the mobile application and web-based investment platform at www.exceedtc.com (the “Exceed Platform”).

All of the TalentShares of our series offered hereunder may collectively be referred to in this offering circular as the “TalentShares” and each, individually, as a “TalentShare.”  The TRIAs described above may collectively be referred to in this offering circular as the “TRIAs” and each, individually, as a “TRIA” and the offerings of the TalentShares may collectively be referred to in this offering circular as the “offerings” and each, individually, as an “offering.” See “Securities Being Offered” for additional information regarding the TalentShares.

The TalentShares are limited liability company membership interests in a series of our Company. Each series is treated as a unique legal entity. Purchasing a TalentShare in a series does not confer to the investor any ownership in our Company or any other series. Each series is managed by Exceed Talent Capital LLC, a limited Company formed under the laws of the State of Delaware (the “Managing Member”). The Managing Member will be the investor liaison to our Company, and will perform duties such as assisting our Company with communications to our investors, providing shareholder services, handling the distributions of income and dividends, and overseeing our shareholder records. Further, the Managing Member will source the TRAs underlying the TRIAs that our series intend to enter into. The Managing Member will also manage the assets owned by our series, and has full authority to determine how to best utilize the assets owned by our series. Investors will not have any say in the management of the series of our Company, including management of the underlying assets of our series. See “The Company’s Business” for more information on the duties of the Managing Member.

We intend to have the TalentShares quoted on PPEX, an alternative trading system (ATS) operated by North Capital Investment Technology, Inc. (“PPEX”) with a view to providing holders of TalentShares with potential liquidity in the form of a secondary market for their investment in our TalentShares.

There will be a separate closing with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the number of TalentShares offered by a series have been accepted or (ii) a date determined by our Company in its sole discretion, provided that subscriptions for the number of TalentShares offered by a series have been accepted.  If a closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the U.S. Securities and Exchange Commission, or the Commission, or (ii) any date on which our Company elects to terminate the offering for a particular series in its sole discretion.  No securities are being offered by existing securityholders.

Each offering is being conducted on a “best efforts” basis pursuant to Tier 2 of Regulation A promulgated under the Securities Act of 1933, as amended.  The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital Private Securities Corporation and will not be commingled with the operating account of our Series or Company until, if and when there is a closing with respect to that investor group.  Our Company will be permitted to purchase TalentShares alongside investors in offerings of series’ TalentShares conducted by our Company at its discretion. The Company will not use the proceeds raised from an offering for such purposes – rather, the Company would use its own, separate cash reserves to purchase such TalentShares.

We are an “emerging growth Company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this offering circular and future filings after the offerings.

An investment in our TalentShares involves a high degree of risk. See “Risk Factors” on page 6 for a description of some of the risks that should be considered before investing in our TalentShares.

Generally, no sale may be made to you in any offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF ANY 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 THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

We are offering to sell, and seeking offers to buy, our TalentShares only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our TalentShares. Neither the delivery of this offering circular nor any sale or delivery of our TalentShares shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.

This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.

TABLE OF CONTENTS

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this offering circular includes some statements that are not historical and that are considered “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our Company, our Managing Member, our Company and the Exceed Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our Managing Member’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “might”, “plans”, “possible”, “potential”, “predicts”, “projects”, “seeks”, “should”, “will”, “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this offering circular are based on current expectations and beliefs concerning future developments that are difficult to predict.  Neither we nor our Managing Member can guarantee future performance, or that future developments affecting our Company, our Managing Member or the Exceed Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

SERIES OFFERING TABLE

The table below shows key information related to the offering TalentShares of each series. Please also refer to “The Underlying Portfolio” and “Use of Proceeds” sections for further details.

SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this offering circular.  You should read the entire offering circular and carefully consider, among other things, the matters set forth in the section captioned “Risk Factors.” You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in our TalentShares. All references in this offering circular to “$” or “dollars” are to United States dollars.

The Company

Overview

Exceed Talent Capital Holdings LLC is a series limited liability company formed on July 14, 2022 pursuant to Section 18-215 of the Delaware Limited Liability Company Act, or the LLC Act.

As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series. We intend that each series will own its own underlying assets, which will be Talent Related Income Agreements (each, a “TRIA”) that provide the right to revenue produced from the exploitation of various related intellectual property (IP) and activities of the particular talent(s) subject to the TRIA. The talent’s revenue streams that the TRIA would have rights to collect may include revenue generated from streaming, downloads, physical sales of products and/or merchandise, or the sale of digital goods and services; usage of the talent’s work by movies, television and advertisements; live performances and touring by the talent; and/or other related sources of income or value accretion.

We intend to acquire TRAs ranging in price anywhere from $5,000 to $1,000,000. Some TRAs may also be below or above this range.

Our goal is to allow the fans of these talents to financially participate in the success of their idols through the purchase of TalentShares. Through the exploitation of various related IP and activities of these talents, shareholders will be able to benefit from the Talent’s success.

Our Managing Member will receive a Sourcing Fee and Management Fee for its services to our Company and our series, as described elsewhere in this offering circular.

Members of our Company

An investor who has purchased TalentShares in one of our series in this offering will become an “Investor Member” of our Company (as defined in our limited liability company agreement filed as Exhibit 2.2, or our “operating agreement”). No Investor Member, in its capacity as such, will participate in the operation or management of the business of our Company or any series, nor transact any business in our Company or any series.

Manager of our Company

Our Managing Member, Exceed Talent Capital LLC, has the full power and authority to do all things necessary or appropriate to conduct the business of our Company and each series, without the consent of our Investor Members. Exceed Talent Capital LLC is the Managing Member of our Company and each series of our Company.

As the Managing Member, Exceed Talent Capital LLC be responsible for identifying the assets to be purchased by a series from the offering of that series’ TalentShares. The Managing Member will also be the investor liaison to our Company, and will, among other things, assist with communications to our investors, provide shareholder services to our investors, handle distributions to investors, and oversee our shareholder records.

Manager of our Series

Each series has appointed the Managing Member to manage the underlying asset or assets related to such series. The Managing Member has sole authority and complete discretion over the utilization, custody, maintenance and management of the underlying assets of each series and to take any action that it deems necessary or desirable in connection therewith.

The Managing Member has broad asset management and operational powers over the series. In these capacities, the Managing Member will (among other things):

Advisory Board

Our Managing Member may establish an advisory board comprised of experts to provide guidance and strategic advice to our Company, or a particular series of our Company. The advisory board may provide assistance in identifying, acquiring, and managing series assets, or advising on other general business matters of the Company. See “The Company’s Business” for more information on the functions of our Company’s advisory board.

Organizational Chart

Distributions

To the extent there is Free Cash Flow for a series, our Managing Member intends to declare and pay distributions to the holders of TalentShares of that series on a pro-rata basis of such Free Cash Flow after (a) payment of accrued Management Fees, (b) repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations, including any accrued interest as there may be, and (c) the creation of such reserves as the Managing Member deems necessary, in its sole discretion, to meet future Operating Expenses.

The “Free Cash Flow” of a series consists of the net income (as determined under GAAP) generated by such series plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses and less any capital expenditures related to the underlying assets related to such series and/or any non-operating income resulting from a monetization event (i.e. the sale of series assets).

All revenues earned by a series is expected to be generated pursuant to that series’ TRIA. As revenues (from royalties or otherwise) are paid to a series pursuant to a TRIA, our Managing Member will place all those royalties in a designated bank account for that series.

Our Managing Member has sole discretion in determining the timing and amount of distributions of Free Cash Flow, if any, made to holders of each series’ TalentShares except as otherwise limited by law or the operating agreement. To the extent there is Free Cash Flow available, the Managing Member intends to make distributions to holders of TalentShares on a quarterly basis.

See “Securities Being Offered – Distribution Rights” for further details on distributions to holders of our series’ TalentShares.

The Offerings

RISK FACTORS

The TalentShares offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that our investment objectives will be achieved or that a secondary market would ever develop for our TalentShares, whether on the PPEX, or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in our TalentShares. Prospective investors should obtain their own legal and tax advice prior to making an investment in our TalentShares and should be aware that an investment in our TalentShares may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in our TalentShares.

Risks Related to our Company Generally

An investment in an offering constitutes only an investment in a particular series and not in our Company or the underlying assets.

A purchase of TalentShares of a series does not constitute an investment in either our Company or the underlying assets directly. This results in limited voting rights of the investor, which are solely related to the series. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the operating agreement that would adversely change the rights of the TalentShare holders and removal of our Managing Member for “cause.” The Managing Member thus retains significant control over the management of our Company and its underlying assets. Furthermore, because the TalentShares do not constitute an investment in our Company as a whole, holders of a particular series’ TalentShares will not receive any economic benefit from, or be subject to the liabilities of, the assets of any other series of our company. In addition, the economic interest of a holder of TalentShares of a series will not be identical to owning a direct undivided interest in the underlying assets because, among other things, the series will be required to pay, among other things, certain operating costs and corporate taxes before distributions are made to the holders, and the Managing Member will receive a fee in respect of its management of the underlying assets.

We are a brand-new Company with limited operating history, which may make it difficult for investors to evaluate our business model and to assess our future viability.

We are a newly formed limited liability company with limited operating history upon which an evaluation of our past performance and future prospects of a series. Our operations to date have primarily been limited to organizing our Company, identifying our Managing Member, engaging in activities related to this offering. The Managing Member has entered into agreements with certain talent to obtain certain royalty rights to their work, which the Managing Member intends to assign to the series of our Company pursuant to a TRIA. Neither the Company nor its series have generated revenues to date. No guarantee can be given that our Company or a series will achieve its investment objectives, that the value of the underlying assets of our series will increase, or that such underlying assets will be successfully monetized.

Our series will seek to raise proceeds in excess of the value of the underlying assets.

The size of a series’ offering will exceed the value of the underlying assets of that series as of the date of such offering (as the series will be seeking to raise proceeds in excess of the purchase price of the underlying assets to pay fees, costs and expenses incurred in making the offering and acquiring the underlying assets, compensation to the Managing Member, as well as for future operating budgets). As such, investors should be aware that their investment will not only go towards paying for the acquisition of the underlying asset by the series. Additionally, while it is not expected that our series will seek to sell their underlying assets, if the underlying assets had to be sold and there had not been substantial appreciation of the underlying assets prior to such sale, there may not be sufficient proceeds from the sale of the underlying assets to repay investors the amount of their initial investment (after first paying off any liabilities on the underlying assets at the time of the sale including, but not limited to, any outstanding Operating Expenses Reimbursement Obligation) or any additional profits in excess of this amount.

Operating Expenses that are incurred after each closing will reduce potential distributions, if any, and the potential return on investment resulting from the appreciation of the underlying assets, if any.

Operating Expenses incurred post-closing will be the responsibility of the applicable series. For our various series, the Operating Expenses may include expenses related to management of a series’ asset, including taxes, marketing and utilization of the underlying assets of a series. If the Operating Expenses exceed the amount of revenues generated from the underlying assets related to such series, our Managing Member may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the series, on which our Managing Member may impose a reasonable rate of interest, and be entitled to reimbursement, and/or (c) cause additional TalentShares of such series to be issued in order to cover such additional amounts.

If there is a reimbursement obligation to the Managing Member, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors, or could cause delays in distributions to investors.

The success of any series depends in large part upon the Managing Member and its ability to execute our business plan.

The successful operation of our series is in part dependent on the ability of the Managing Member to effectively manage the underlying assets of each of our series. Currently, Exceed Talent Capital LLC serves as the Managing Member of each of the series of our Company. Exceed Talent Capital LLC has been in existence since October 21, 2022 and has no significant operating history within the entertainment sector that would evidence an ability to manage the underlying assets of each series. If the Managing Member cannot effectively manage the underlying assets of our series, investors may not receive the expected returns on their investment. Our Managing Member also may face challenges in adjusting to management requirements associated with the size of investment we are seeking in this offering. If the Managing Member cannot effectively scale-up its operations to assist with these increased needs, our business, and therefore your investment, may suffer.

Our Managing Member may sell its TalentShares post-closing which may result in a reduction in value of your TalentShares if there are too many series TalentShares available and not enough demand for those TalentShares.

Our Managing Member will retain 5% of each series’ TalentShares as a Sourcing Fee. Our Managing Member has no present intention to sell its TalentShares, and any future sales would be based upon our potential need for capital, market prices of the TalentShares at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our TalentShares. There is a risk that a sale by our Managing Member may result in too many TalentShares being available for resale and the price of the relevant series’ TalentShares decreasing as supply outweighs demand.

Our Managing Member is dependent on the knowledge and experience of certain individuals, and there is no guarantee that those individuals will succeed in their role, nor that they will continue to be associated with the Managing Member.

The success of our Company (and therefore, each series) will be highly dependent on the expertise and performance of our Managing Member and its team, expert networks and other investment professionals. There can be no assurance that these individuals will continue to be associated with our Managing Member. The loss of the services of one or more of these individuals could have a material adverse effect on the Managing Member’s ongoing management and support of the investment of the holders of the series’ TalentShares.

Each series of our Company is expected to invest only in the related underlying assets; therefore, your investment will not be diversified and will appreciate or depreciate based on the value of the underlying assets regardless of market conditions, and other series’ performance.

It is not anticipated that any series would own any assets other than its related underlying assets – intended to be TRAs and TRIAs - plus potential cash reserves for management and utilization expenses pertaining to the underlying assets and amounts earned by the related series from the monetization of the underlying assets, if any. Investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities in addition to the TalentShares offered hereby.

A series may never realize sufficient income or capital appreciation to make distributions to investors in TalentShares.

While our goal is to for our series to generate sufficient income to enable our series to pay investors regular distributions, there can be no assurances that we will ever pay any distributions to investors in our series. Our operating agreement further provides that each series will pay the Managing Member a Management Fee which will reduce funds available to pay distributions to investors.

Our Managing Member, in its sole discretion, will ultimately determine what distributions, if any, will be made to holders of each series of securities.

Our Managing Member in its sole discretion ultimately determine when and what distributions, if any will be made to holders of each series of securities. For instance, the Company may be required to create such reserves as our Managing Member deems necessary from time to time to meet future Operating Expenses, anticipated costs and liabilities of that series. That decision is ultimately reviewed by our Managing Member (consisting of our Managing Member) with no independent review or input from our investors. For clarity, investors do not have any rights under our operating agreement to audit, or otherwise receive an explanation regarding, decisions regarding their distribution rights. Moreover, if reserves are created, the Free Cash Flow otherwise available for distribution to holders of securities of that series will be reduced.

Operating expenses will be the responsibility of the applicable series. However, if the Operating Expenses of the series exceed the amount of revenues generated from the underlying assets related to such series, the Managing Member may issue additional TalentShares in such series; pay such excess Operating Expenses and not seek reimbursement; and/or enter into an agreement pursuant to which the Managing Member loans to the series an amount equal to the remaining excess Operating Expenses, on which the Managing Member may impose a reasonable rate of interest, and be entitled to reimbursement.

In the case of reimbursement, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors of that series.

Our success is dependent, in part, upon our ability to successfully conduct this offering through the Exceed Platform, which makes an investment in us more speculative.

We will continue to conduct this offering primarily through the Exceed Platform, which is owned by Exceed Talent Capital Ltd. No investment opportunities have been offered through the Exceed Platform prior to this offering. The success of this offering, and our ability to implement our business strategy, is dependent upon our ability to sell our series TalentShares to investors through the Exceed Platform. If we are not successful in selling our series TalentShares through the Exceed Platform, our ability to raise proceeds through this offering will be limited and we may not have adequate capital to implement our investment strategy. If we are unsuccessful in implementing our investment strategy, you could lose all or a part of your investment.

We currently are not generating sufficient revenue to carry out our planned business operations. We expect our operations to continue to consume substantial amounts of cash.

We expect that, until we acquire a sufficient amount of TRAs, we will not be generating sufficient revenue to carry out our planned operations. In order to generate sufficient revenues to carry out our plan of operations and cover our expenses, including the expenses of this Offering, we believe we will need to continue to acquire TRAs until we reach a sufficient scale. We expect that our costs may increase as we continue identifying and negotiating with artists and record labels and entering into new TRIAs and thereby incurring more costs. Further, the TRAs we license may still be in development (such as an incomplete music album from an artist) and therefore may not be generating sales when we acquire such assets. If a lack of available capital means that we are unable to expand our operations or otherwise take advantage of business opportunities, our business, financial condition and results of operations could be adversely affected.

We expect that, in order to maintain and grow our operations, we will need to promote multiple TalentShare offerings. There can be no assurance that we will be able to promote enough offerings to sustain our business model.

Although our Managing Member already has a pipeline of royalty holders to seed our Company with offerings, we will need to have a continuous pipeline of offerings that allow us to achieve certain economies of scale in regard to marketing, distribution and other functions. However, we may fail to have enough pipeline of offerings to support our business model and we may fail to achieve economies of scale. There can be no assurance that we will be able to have a sufficient number of successful offerings to achieve revenues that exceed our costs and margins that justify our continued operations.

There are few businesses that have pursued a strategy or investment objective similar to ours, which may make it difficult for our Company and TalentShares to gain market acceptance.

There are other companies that are contracting with various music artists and other talent with the goal of offering investors a chance to participate in the financial success of the works of those artists. Our Company and our TalentShares may not gain market acceptance from potential investors, potential asset sellers or service providers within the entertainment industry. This could result in an inability of our Managing Member to monetize the TRAs effectively, which could negatively impact potential returns on your investment. Additionally, other companies in our field of business could make it more difficult for our Managing Member to secure TRAs for our series. We are substantially reliant on acquiring new TRAs for our series in order to generate revenues – and our inability to secure additional deals could have a material negative impact on our financial condition.

Potential breach of the security measures of the Exceed Platform could have a material adverse effect on our Company, each series of our TalentShares and the value of your investment.

We intend to host our offerings on the Exceed Platform. As on online platform, it is potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Exceed Platform processes certain confidential information about investors. The security measures of the Exceed Platform could be breached. Any accidental or willful security breaches or other unauthorized access to the Exceed Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could lead to negative publicity, or loss of investor confidence in us, despite the fact that cybersecurity on the Exceed Platform is out of our control.

We may encounter limitations on the effectiveness of our internal controls and a failure of our internal controls to prevent error or fraud may harm our business and holders of TalentShares.

Because we operate with minimal employees, we may encounter limitations on the effectiveness of our internal controls over financial reporting, public disclosures and other matters. For example, as a result of our staffing, our processing of financial information may suffer from a lack of segregation of duties, such that journal entries and account reconciliations are not reviewed by someone other than the preparer. If we encounter limitations on the effectiveness of our internal controls and are unable to remediate them, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a Regulation A reporting Company in an accurate, complete and timely manner. This could harm our business and holders of TalentShares.

If our series limited liability structure is not respected, then investors may have to share in any liabilities of our company with all investors and not just those who hold the same series of TalentShares as them.

Our company is structured as a Delaware series limited liability company that issues different series of TalentShares for each series. Each series will not a separate legal entity. Under the LLC Act, if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding one series of TalentShares is segregated from the liability of investors holding another series of TalentShares and the assets of one series of TalentShares are not available to satisfy the liabilities of other series of TalentShares. Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. state or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation. If our series limited liability company structure is not respected, then investors may have to share any liabilities of our company with all investors and not just those who hold the same series of TalentShares as them. Furthermore, while we intend to maintain separate and distinct records for each series and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a series to the liabilities of another series. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their TalentShares or the likelihood of any distributions being made by the series to the investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series of TalentShares should be applied to meet the liabilities of the other series of TalentShares or the liabilities of our company generally where the assets of such other series of TalentShares or of our company generally are insufficient to meet our liabilities.

If any fees, costs and expenses of our company are not allocable to a specific series, they will be borne proportionately across all of the series of our Company. Although our Managing Member will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “The Company’s Business—Allocations of Expenses”), there may be situations where it is difficult to allocate fees, costs and expenses to a specific series and therefore, there is a risk that a series may bear a proportion of the fees, costs and expenses for a service or product for which another series received a disproportionately high benefit.

Risks Related to Assets of our Series

In the event a royalty holder breaches the terms of a TRIA, we would have limited recourse and due to that we may not be able to collect the royalties the royalty holder represented and may not be able to get the funds paid to the royalty holder back to reimburse the investors.

Each TRIA will be between the Managing Member and a series of our Company. Holders of our TalentShares will have no rights under any TRIA, whether as third-party beneficiaries or otherwise. In the event that we terminate any TRIA due to a material breach by the owner of the TRA – for example, if the royalties they represent they owned were in fact not theirs to assign royalty income rights to – we will likely not make any distributions to holders of the relevant TalentShares.

We intend to enforce all contractual obligations to the extent we deem necessary and in the best interests of our Company and holders of TalentShares. However, the royalty holder who misrepresents the royalties they have assigned in the TRIA may not return some or all of the payments they received as part of the sale of the TRA to the Managing Member, which means that TalentShare holders may not receive returns some or all of the investment they made in those TalentShares.

The owners of the TRAs or the creators of such TRAs may not meet their performance obligations.

Where a TRIA contemplates a future release of creative work as part of the TRA subject to the agreement, such future releases may not occur. This may be due to unforeseen circumstances with the associated talent’s distributor, record label, management, general market or sector conditions, or due to the performing talent themselves due to injury, incapacity or other failure to meet their performance obligations. In such an event, potential revenues under the TRIA may be lower than expected, which could harm the value of your investment in one of our series.

Income generated by music royalty rights may be reduced if the recorded music industry fails to grow or streaming revenue fails to grow at a sufficient rate to offset download and physical sales declines.

Legal digital music has rapidly grown since 2003, and revenue from music downloads and streaming services have emerged, with streaming revenue experiencing multi-year growth and currently accounting for over 65% of the overall revenue in the recorded music business. According to the International Federation of the Phonographic Industry (“IFPI”), Global recorded music revenue increased from $15.0 billion in 2011 to $25.9 billion in 2021, a 72.7% increase. Accounting for this level of growth has been the increase of streaming revenue from $0.6 billion in 2011 to $16.9 billion in 2021, which is a 2.7-fold increase. While digital downloads of recorded music accounted for only 4.2% of global recorded music revenue in 2021, streaming accounted for 65.3% of global recorded music revenues.

There can be no assurances that this growth pattern will persist or that digital revenue will grow at a rate sufficient to offset declines in physical sales, or that changes in streaming models will not negatively impact income generated from our music royalty rights. A declining recorded music industry is likely to lead to reduced levels of revenue and operating income generated by the recorded music business. There are also a variety of factors that could cause the prices in the recorded music industry to be reduced. They are, among others, consumption during a global pandemic and fear for economic downturns, price competition from the sale of motion pictures and videogames in physical and digital formats, the negotiating leverage of mass merchandisers, big-box retailers and distributors of digital music, the increased costs of doing business with mass merchandisers and big-box retailers as a result of complying with operating procedures that are unique to their needs and any associated changes.

Changes in technology may affect our ability to receive payments from music royalty rights.

The recorded music business is dependent in part on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments. For example, the recorded music business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer filesharing activity, by an inability to enforce intellectual property rights in digital environments, and by a failure to develop successful business models applicable to a digital environment. The recorded music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures, and videogames, whether in physical or digital formats. The new digital business, including the impact of ad-supported music services, some of which may be able to avail themselves of “safe harbor” defenses against copyright infringement actions under copyright laws, may also limit the recorded music industry’s ability to receive income from music royalty rights. Due to such “safe harbor” defenses, revenue from ad-supported music services may not fully reflect increases in consumption of recorded music. In addition, the recorded music industry is currently dependent on a small number of leading digital music services, which allows such services to significantly influence the prices that can be charged in connection with the distribution of digital music. It is possible that the share of music sales by a small number of leading mass-market retailers, as well as online retailers and digital music services, will continue to grow, which could further increase their negotiating leverage and put pressure on prices, ultimately decreasing the income we will receive from music royalty rights.

Failure to obtain, maintain, protect and enforce our intellectual property rights could substantially harm our business, operating results and financial condition.

The success of our Company depends on our (and our Managing Member’s) ability to obtain, maintain, protect and enforce our rights under each TRIA. The measures that we take to obtain, maintain, protect and enforce our rights, including, if necessary, litigation or proceedings before governmental authorities and administrative bodies, may be ineffective, expensive and time-consuming and, despite such measures, we may not be able to enforce royalty collection on our TRAs. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect our ability to obtain, maintain, protect or enforce rights to our TRAs. Moreover, with music royalty rights, it is possible that despite our due diligence efforts there could be successful challenges by third parties to the ownership of a particular copyright or royalty stream or, if acquired as a group of assets, the entire group in which case the value of the asset(s) might be significantly less valuable, or have no value. Failure to obtain, maintain, protect or enforce our rights could harm our brand or brand recognition and adversely affect our business, financial condition and results of operation.

Digital piracy may lead to decreased sales in the recorded music industry and affect our ability to receive income from music royalty rights.

The combined effect of the decreasing cost of electronic and computer equipment and related technology such as the conversion of music into digital formats have made it easier for consumers to obtain and create unauthorized copies of music recordings in the form of, for example, MP3 files. For example, based on a global study conducted by IFPI in April 2018, more than one-third of music consumers pirated music, and that approximately 32% of the music privacy took place via stream-ripping. Such piracy will have a negative effect on revenues attributable to music royalty rights we acquire. In addition, while growth of music-enabled mobile consumers offers new opportunities for growth in the music industry, it also opens the market up to risks from behaviors such as “sideloading” and mobile app-based downloading of unauthorized content. As the business shifts to streaming music or access models, piracy in these models is increasing. For example, the practice of “stream-ripping,” where websites or software programs enable end-users to obtain an unauthorized copy of the audio file associated with a music video, is a growing practice among young people and in parts of the world with high mobile data costs. The impact of digital piracy on legitimate music sales and subscriptions is hard to quantify but we believe that illegal filesharing and other forms of unauthorized activity has a substantial negative impact on music sales and on the royalty income that we may receive, including royalties derived from music royalty rights. The music industry is working to control this problem in a variety of ways including by litigation, by lobbying governments for new, stronger copyright protection laws and more stringent enforcement of current laws, through graduated response programs achieved through cooperation with Internet service providers and legislation being advanced or considered in many countries, through technological measures and by enabling legitimate new media business models. However, we do not know whether such measures will be effective, and if such measures are not effective, our royalty income derived from our music royalty rights may decrease.

Sellers of the TRAs do not owe any fiduciary duties to us or our investors, and they have no obligation to enhance the value of the underlying music royalty rights or disclose information to our investors.

The intellectual property owners have no obligation to enhance the value of the underlying music royalty rights we may acquire. For example, the recording artist may decide to retire which may have the effect of decreasing future royalty income on the music. Furthermore, neither the recording artist nor the intellectual property rights owner owe any fiduciary duties to us or our investors. Our investors will have no recourse directly against the recording artist or the intellectual property rights owner, either under the agreement to purchase the music royalty rights or under state or federal securities laws. 

Risks Related to the Offerings and Ownership of our TalentShares

There is currently no public trading market for our TalentShares; there can be no assurance that any trading market will develop. While it intends to seek a quotation on PPEX for the TalentShares, there can be no guarantee as to the volume or pricing with respect to any secondary trading that might develop, Liquidity may be limited in comparison to the liquidity of other companies with securities listed on the PPEX.

There is currently no public market for the Company’s TalentShares and we have no plans to list the Company’s TalentShares on a national stock exchange. We plan to seek a quotation for the series’ TalentShares on PPEX. Even assuming our application for quotation is accepted, there can be no assurance as to the volume or level of any trading that will develop. The PPEX does not employ market makers to provide liquidity, unlike national securities exchanges. You may not sell the Company’s TalentShares unless the buyer meets the applicable suitability and minimum purchase standards. Therefore, it may be difficult for you to sell TalentShares at the time you wish to do so, if you are able to sell them at all. If you are able to sell your TalentShares, you may have to sell them at a substantial discount to their public offering price. Because of the illiquid nature of our TalentShares, you should purchase the TalentShares only as a long-term investment and be prepared to hold them for an indefinite period of time.

If a market ever develops for our TalentShares, the market price and trading volume may be volatile.

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

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

In addition, the price you pay for the TalentShares in this offering may be more or less than shareholders who acquire their TalentShares in the future, such as via PPEX. There is no guarantee that the value of TalentShares you purchase in this offering will increase in the future, should you seek to sell your TalentShares.

There may be state law restrictions on an investor’s ability to sell its TalentShares making it difficult to transfer, sell or otherwise dispose of our TalentShares.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether the TalentShares being offered under this offering circular will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our TalentShares. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our TalentShares. Investors should consider the resale market for our TalentShares to be limited. Investors may be unable to resell their TalentShares, or they may be unable to resell them without the significant expense of state registration or qualification.

Risks Related to Potential Conflicts of Interest

Our operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our Managing Member.

Our operating agreement provides that each of our Managing Member, in exercising its rights in its capacity as Managing Member, as applicable, will be entitled to consider only such TalentShares and factors as it desires, including its own TalentShares, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our operating agreement, the Limited Liability Company Act (the “LLC Act”) or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law.

Conflicts may arise from allocations of income and expenses as between series.

There may be situations when it is challenging or impossible to accurately allocate income, costs and expenses to a specific series and certain series may get a disproportionate percentage of the cost or income, as applicable. In such circumstances, including how it may impact our Management Fee, our Managing Member would be conflicted from acting in the best interest of our Company as a whole. While we presently intend to allocate expenses as described in “The Company’s Business—Allocations of Expenses,” our Managing Member has the right to change this allocation policy at any time without further notice to investors.

There may be conflicting interests among our Managing Member and investors.

Our Managing Member has the ability to unilaterally amend the operating agreement and allocation policy. As our Managing Member is party, or subject, to these documents, it may be incentivized to amend them in a manner that is beneficial to it as the Managing Member of our Company or a series or may amend it in a way that is not beneficial for all investors. In addition, the operating agreement seeks to limit the fiduciary duties that our Managing Member owes to investors in our Company and its series. Therefore, our Managing Member is permitted to act in its own best interests rather than the best interests of the investors. See “The Company’s Business” for more information.

Using a credit card to purchase TalentShares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the TalentShares you buy. See “Plan of Distribution and Selling Securityholders.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

Risks Related to NFTs

While not a part of our series offerings, our Managing Member may release one or more collections of non-fungible tokens (NFTs), primarily as a method of fan engagement. The TRIAs that our series inter into with the Managing Member will provide that the series is entitled to a portion of the revenues generated by the Managing Member’s NFT activities. There are specific risks associated with the creation and sale of NFTs.

Blockchain technology is new and many of its uses may be untested.

The mechanics of using blockchain technology to transact in digital or other types of assets, such as NFTs, is relatively new and untested. There is no assurance that widespread adoption will occur. A lack of expansion in the usage of blockchain technology could adversely affect the potential revenues to be earned through NFTs issued by the Company, which could have a negative effect on the potential earnings a series of our Company could expect to receive from the sales of such NFTs by the Managing Member pursuant to a TRIA.

Lack of regulation of NFTs creates uncertainty for our Company’s activities with respect to NFTs.

Digital commodities, such as NFTs, are largely unregulated, and the regulatory environment is rapidly evolving. As a result, the Managing Member’s activities with respect to creating and issuing NFT’s could subject the Managing Member to adverse regulatory action or fraudulent activity – which could have the result of either reducing the amount of income our series receive from such activities or subjecting the Managing Member to regulatory enforcement actions, which could negatively affect the Company (including its series) as a whole.

Transacting in cryptocurrency carries risks.

NFT offerings are typically transacted for in cryptocurrency. Cryptocurrencies (also referred to as “virtual currencies” and “digital currencies”) are digital assets designed to act as a medium of exchange. Cryptocurrency volatility may result in the Managing Member receiving less revenues from the sale of NFTs than if such sales were made through traditional fiat currency – which could therefore result a reduction in the amount of income our series would receive pursuant to a TRIA agreement entitling the series to a portion NFT revenues of the Managing Member.

DILUTION

Dilution means a reduction in value, control or earnings of the TalentShares the investor owns. Following the close of any series offering, we do not intend to reopen that offering. As such, there will be no dilution to any investors associated with any series offering as a result of future sales of TalentShares. However, additional TalentShares in each series offered hereby will be issued to the Managing Member after the closing of a series offering as a Sourcing Fee. Additionally, any Underwriting Debt that is converted to TalentShares immediately prior to the closing of a series will do so at a discount at 7.5% to the price per TalentShare. This discount will have a dilutive impact on investors in a series offering. Further, from time to time, additional TalentShares in each series offered hereby may be issued in order to raise capital to cover such series’ ongoing Operating Expenses. It is intended that any TalentShares issued after a closing, including to our Managing Member or its affiliates, will be issued at a price per TalentShare offered to all other potential investors thereunder.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

We are offering, on a best efforts basis, the TalentShares of each of the series in the “Series Offering Table” beginning on page iii. The offering price for each series was determined by our Managing Member.

All TalentShares will be offered for purchase via the mobile app and web-based investment platform www.exceedtc.com (the “Exceed Platform”). The Exceed Platform allows investors to acquire a series of our TalentShares, which are tied to the performance of a specific TRA under the terms of a TRIA entered into between a series of our Company and the Managing Member. Through the Exceed Platform, investors can browse our various offerings and sign legal documents electronically. We intend to distribute each series’ TalentShares primarily through the Exceed Platform, but we do not exclude the possibility that we may also distribute TalentShares via other platforms in the future. Neither our Managing Member nor any other affiliated entity involved in the offer and sale of our TalentShares is a member firm of FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of our series’ TalentShares.

The Exceed Platform intends to offer a membership program (the “Exceed Platinum Club”) for $250 per year, with automatic renewal every year. It is further intended that the members of the Exceed Platinum Club (“Exceed Members”) receive a number of benefits, including:

Exceed Members can cancel their membership at any time. Once cancelled, membership will expire on the next anniversary of the membership. The Managing Member will determine whether an investor qualifies as an Exceed Member. 

The Exceed Platform is owned and operated by Exceed Talent Capital Ltd., the sole-owner of our Managing Member. There is no formal agreement between the Company and Exceed Talent Capital Ltd. governing the terms of the use of the Exceed Platform by the Company; however, Exceed Talent Capital Ltd. has informed the Company that it does not intend to charge the Company any fees for use of the Exceed Platform. We do not have exclusive use of the Exceed Platform, and other issuers’ offerings may be hosted on the Exceed Platform apart from these offerings of our series.

There will be a separate closing with respect to each series’ offering. The closing of each series’ offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of TalentShares offered for a series have been accepted or (ii) a date determined by our Managing Member in its sole discretion, provided that subscriptions for the minimum number (as applicable) of TalentShares offered for a series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by our Managing Member in its sole discretion, or (ii) any date on which our Managing Member elects to terminate the offering for a particular series of TalentShares in its sole discretion.

The TalentShares are being offered by subscription only in the United States and to residents of those states in which the offer and sale is not prohibited. This offering circular does not constitute an offer or sale of TalentShares outside of the United States.

Those persons who want to invest in our TalentShares must sign a subscription agreement for the particular series’ TalentShares, which will contain representations, warranties, covenants, and conditions customary for offerings of this type. See “—How to Subscribe” below for further details. Copies of the form of subscription agreement for each series are filed as Exhibit 4.1 and onwards in the offering statement.

The company has engaged North Capital Private Securities Corporation (“Escrow Agent”) to hold any funds that are tendered by investors in a non-interest-bearing account. After each closing, funds tendered by investors will be made available to the relevant series. After the initial closing of an offering in a series, we expect to hold closings on at least a monthly basis. If there is a minimum offering amount for a particular series offering, investors’ funds related to that offering will be placed in an escrow account until our Company receives proceeds equal to the minimum offering amount. Any escrowed funds will be invested only in investments permissible under SEC Rule 15c2-4. For offerings with a minimum offering amount - in the event the minimum offering amount is not achieved, all investors’ funds in that offering will be promptly returned to each subscriber in accordance with SEC Rule 10b-9.

The TalentShares will be issued in digital book-entry form without certificates.

The Company has engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services:

As compensation for the services listed above, the Company has agreed to pay Dalmore $25,000 in one-time set up fees, consisting of the following:

In addition, the Company will pay Dalmore a commission equal to 1% of the amount raised in the offering to support the offering once the SEC has qualified the Offering Statement and the offering commences. The Company estimates the commission payable to Dalmore would be approximately $12,093.00 for a fully-subscribed offering covering the initial series of the Company. As such, the total amount that our Company estimates that it will pay Dalmore, pursuant to a fully-subscribed offering covering the initial series of the Company would be $37,093. These assumptions were used in estimating the commissions payable to Dalmore, as well as total offering expenses, in the “Use of Proceeds” section of this offering circular.

Investor Suitability Standards

Our TalentShares are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any series’ TalentShares of our Company (in connection with any series of TalentShares offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

Our TalentShares will not be offered or sold to prospective investors subject to ERISA and investors living in Canada

If an investor lives outside the United States, it is his or her responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

Our Managing Member will be permitted to make a determination that the subscribers of our TalentShares in any offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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

Minimum Investment

The minimum subscription for our series offerings will vary by series. The price per TalentShare for each series will also vary by series.

Escrow Agent

The Escrow Agent is North Capital Private Securities Corporation, who has been appointed as escrow agent for each offering pursuant to escrow agreements among the Escrow Agent and our Company. A copy of the escrow agreement is included as Exhibit 8.1 in the offering statement of which this offering circular is part.

Fees and Expenses

See “Use of Proceeds to Issuer” for a description of the specific expenses for each offering.

Offering Expenses

Included in the proceeds for each series’ TalentShares will be specific amounts to cover fees, costs and expenses incurred in connection with the offering of that series’ TalentShares (which we collectively refer to as the “Offering Expenses”). Offering Expenses consist of legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering – but excluding fees and commissions payable to Dalmore.

Sourcing Fee

The Managing Member will collect a sourcing fee as compensation for sourcing each TRA (which we refer to as the “Sourcing Fee”). This fee will be comprised of (i) a cash fee equal to 5% of the purchase price of the TRA being acquired pursuant to the TRIA; and (ii) an equity fee equal to 5% of the TalentShares issued in a series as of the closing of the offering of that series, such that immediately after closing, the Managing Member will own 5% of all the TalentShares issued in a series. The Sourcing Fee (including either one of its components) may be waived or reduced by our Managing Member on a per series basis.

Investors’ Tender of Funds

After the SEC has qualified the Offering Statement, the Company will accept tenders of funds to purchase the TalentShares. The Company may close on investments on a “rolling” basis (so not all investors will receive their securities on the same date). Investors may subscribe by tendering funds via ACH, debit or credit card, wire or check. Subscriptions via credit card will be processed via a third-party payment processor, and will be subject to customary processing fees. The Company does not intend to pay these fees on behalf of investors. Upon closing, funds tendered by investors will be made available to the Company for its use.

How to Subscribe

Potential investors who are “qualified purchasers” may subscribe to purchase our TalentShares. Any potential investor wishing to acquire our TalentShares must:

By executing the subscription agreement, you agree to be bound by the terms of the subscription agreement and the TalentShares, as well as our operating agreement. Our Company and our Managing Member will rely on the information you provide in the subscription agreement, including the “Investor Qualification and Attestation” attached thereto and the supplemental information you provide in order for our Managing Member to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the TalentShares, please notify our Managing Member immediately using the contact details set out in the subscription agreement.

Additional Information Regarding this Offering Circular

We have not authorized anyone to provide information regarding this offering other than as set forth in this offering circular. Except as otherwise indicated, all information contained in this offering circular is given as of the date of this offering circular. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.

From time to time, we may provide an “offering circular supplement” that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the Commission includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the Commission and any offering circular supplement together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the Commission.

The offering circular and all supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or in the legal section on the Exceed Platform (at www.Exceedtc.com/offering). The contents of the Exceed Platform (other than the offering statement, this offering circular and the appendices and exhibits thereto) are not incorporated by reference in or otherwise a part of this offering circular.

USE OF PROCEEDS TO ISSUER

The allocation of the net proceeds of each offering set forth below represents our intentions based upon our current plans and assumptions regarding the specified TRIA (and underlying TRA). The Company reserves the right to modify the use of proceeds for each series set forth below.

Series Bedtime

We are offering up to 76,939 TalentShares of Series Bedtime for maximum gross offering proceeds of $1,154,085.00. Assuming the maximum amount of TalentShares is sold, we intend to use the proceeds from this offering as follows:

Series Big Havi

We are offering up to 4,279 TalentShares of Series Big Havi for maximum gross offering proceeds of $21,395.00. Assuming the maximum amount of TalentShares is sold, we intend to use the proceeds from this offering as follows:

Series Luh Moody

We are offering up to 4,917 TalentShares of Series Luh Moody for maximum gross offering proceeds of $14,751. Assuming the maximum amount of TalentShares is sold, we intend to use the proceeds from this offering as follows:

Series DaylinXL

We are offering up 4,917 TalentShares of Series DaylinXL for maximum gross offering proceeds of $14,861. Assuming the maximum amount of TalentShares is sold, we intend to use the proceeds from this offering as follows:

Series Envy

We are offering up 4,917 TalentShares of Series Envy for maximum gross offering proceeds of $14,861. Assuming the maximum amount of TalentShares is sold, we intend to use the proceeds from this offering as follows:

THE UNDERLYING ASSETS OF OUR SERIES

The discussions contained in this offering circular relating to the various TRAs underlying the TRIAs of our series and the music industry are taken from third-party sources that we believe to be reliable and we believe that the information from such sources contained herein regarding the TRAs and the music industry are reasonable, and that the factual information therein is fair and accurate.

Series Bedtime

Summary Overview

Series Bedtime, pursuant to the Series Bedtime TRIA, has acquired certain rights to the song “Bedtime” by recording Artist Lil’ Durk.

About Lil Durk

Lil Durk is one of today’s most popular hip-hop artists with over a billion streams, 12 certified Platinum songs and 30 certified Gold songs. These certifications are from the Recording Industry Association of America (RIAA) awards certification based on the number of albums and singles sold through retail and other ancillary markets. Platinum equaling 1,000,000 sold, and Gold equaling 500,000 sold.

In 2015, he released his debut studio album “Remember My Name”. The album peaked at the number 2 spot on the Billboard US Rap and US R&B/Hip-Hop charts as well as number 14 on the Billboard 200 chart. Around the same time as the album’s release, he signed a deal with the popular label Def Jam Records.

In 2016, Lil Durk dropped his second studio album called “Lil Durk 2x”, which peaked at the number 4 spot on the US Rap chart and number 5 on the US R&B/Hip-Hop chart. The album also included the breakthrough track “My Beyonce” (featuring Dej Loaf) which made it to number 21 on the US Rap chart. He then grabbed the attention of several rappers and collaborated with French Montana, Travi$ Scott, will.i.am, Young Thug, Boosie Badazz, RiFF RaFF, and Meek Mill, among others. In 2016, he went on to receive a nomination by BET for Best Rapper.

In 2018, Durk left Def Jam Records and was quickly picked up by Interscope Records where he dropped his third studio album “Signed to the Streets 3”. In April 2020, Durk reached the Billboard Hot 100 by making his first appearance with the release of his hit track “Viral Moment” from his fifth studio album, “Just Cause Y’all Waited 2”. The album climbed even higher to the number 2 spot.

The rapper gained further recognition in the industry with the release of singles such as “3 Headed Goat” featuring Lil Baby and Polo G, Backdoor, and The Voice. Lil Durk collaborated with fellow rapper Lil Baby to release the 2021 joint studio album “The Voice of the Heroes”, which became a commercial success as well as becoming his first release to debut at the top of the Billboard 200 charts.

In August 2021, Lil Durk also made his guest appearance on Kanye West’s 10th studio album, Donda, on the track “Jonah”. He released his most recent song “Ahhh Ha” in February 2022, amassing more than 40 million views within a month of its release. After that, he dropped his seventh studio album, 7220, which consists of 17 tracks, including guest features from rappers Future, Gunna, Morgan Wallen, and Summer Walker.

The Series “Bedtime” TRIA

The Series “Bedtime” TRIA is between Series Bedtime and the Managing Member, and provides Series Bedtime with the right to receive 50% of the streaming revenues associated with the song “Bedtime” recorded by Lil Durk and featuring Doodie Lo, a rising hip hop artist, intended to be released in January 2023 as collected by the exclusive distributor of the song, Empire Distribution Inc for a purchase price of $870,000, which includes certain offering and operational costs related to Series Bedtime previously paid by the Managing Member that were reimbursed to the Managing Member as part of the purchase price.

Additionally, Series Bedtime will have the right to receive 15% of any revenues generated from the minting and sale of a series of NFTs connected to Lil Durk and his creative output. The Managing Member will be solely responsible for the release and collection and any funds relating to such NFTs, and will be responsible for paying Series Bedtime its share of revenues from these NFT activities.

Performance History of Lil Durk Song Releases

“Bedtime” by Lil Durk and featuring Doodie Lo is intended to be released in December, 2022, and therefore there is no significant performance history to provide to investors on this song. The following tables summaries the streaming performance of some of Lil Durk’s releases over the past two years, based on published data in Luminate, a music industry database that collects data from various streaming platforms such as YouTube, Apple, Spotify, Amazon, Pandora, Facebook, Peloton, and Deezer.

It is important to note that past performance does not guarantee future results and this data does not relate to the “Bedtime” song. There is no guarantee that the past performance information shown below will be indicative of the performance of “Bedtime”.

Lil Durk Top Singles Released in 2021

*“Estimated Implied Streaming Revenues” assumes $0.005/stream based on weighted average of data provided by Headphonesty report of various streaming platforms published in January 2022. Revenues shown are gross, and exclude any deductions made by distributors or other parties.

Lil Durk Solo Album: 7220 released in 2022 (Based on 5 Months of Data)

* “Estimated Implied Streaming Revenues” assumes $0.005/stream based on weighted average of data provided by Headphonesty report of various streaming platforms published in January 2022. Revenues shown are gross, and exclude any deductions made by distributors or other parties.

Social Media Analysis

We believe that a talent’s social media presence can be a major contributing factor to the success of their works. The following is a summary of Lil Durk’s social media footprint as of October 2022.

Series “Big Havi”

Summary Overview

Series Big Havi, pursuant to the Series Big Havi TRIA, has acquired certain rights to the album “Personal Problems 3” by recording artist Javier Hardemann (p/k/a Big Havi).

About Big Havi

Big Havi is one of today’s rising hip-hop artists with over 4.2m streams of his songs in two years. East Atlanta-based rapper Big Havi writes introspective songs about his life experiences, particularly his struggles with friendships and relationships. Switching between hard rapping and Auto-Tuned singing, he first achieved success in 2019 with his acoustic guitar-driven trap single "9 Times Out of 10” which generated over 47m streams since release. Big Havi grew up in a single parent household in East Atlanta. He knew he wanted to be a rapper when he was three years old, and started honing his skills at an early age. In 2018, while still a teenager, he appeared on B.o.B's album NAGA and released the solo track "Same Shxt," which was well received by fans and generated attention. In 2019, he made an impact with his single "9 Time Out of 10," issued by Commission Records.

About the Series “Big Havi” TRA

The Series “Big Havi” TRIA is between Series Big Havi and the Managing Member, and provides Series Big Havi with the right to receive 50% of the streaming revenues associated with the album Personal Problems 3 recorded by Javier Hardemann (p/ka/ Big Havi) intended to be released in January 2023 as collected by the exclusive distributor of the song, Slipstream for a purchase price of $15,000, which includes certain offering and operational costs related to Series Big Havi previously paid by the Managing Member that were reimbursed to the Managing Member as part of the purchase price.

Additionally, Series Big Havi will have the right to receive 20% of any revenues generated from the minting and sale of a series of NFTs connected to Big Havi and his creative output. The Managing Member will be solely responsible for the release and collection and any funds relating to such NFTs, and will be responsible for paying Series Big Havi its share of revenues from these NFT activities.

Performance History of Big Havi Song Releases

The following tables summaries the streaming performance of some of Big Havi’s releases over the past two years, based on published data in Music Industry Database: Luminate Music Connect collected from various DSPs such as YouTube, Apple, Spotify, Amazon, Pandora, Facebook, Peloton, and Deezer. It is important to note that past performance does not guarantee future results, and this data does not relate to PP3 as it has not yet been released.

Summary of Big Havi Song Releases

* Estimated Implied Streaming Revenues assumes $0.005/stream based on weighted average of data provided by Headphonesty report of DSPs January 2022. Income is stated gross and excludes any payments to distributors and others.

Social Media Analysis

We believe that a talent’s social media presence can be a major contributing factor to the success of their works. The following is a summary of Big Havi’s social media footprint as of October 2022.

Series Luh Moody

Summary Overview

Series Luh Moody, pursuant to the Series Luh Moody TRIA, has acquired certain rights to 15 songs to be released by recording artist Jonathan Schiever (p/k/a Luh Moody), in single, EP or LP format.

About Luh Moody

Luh Moody is a twenty-one year old recording artist from Chicago, Illinois. After his parents separated at an early age, Moody experienced chronic instability, as he was constantly uprooted and separated from his siblings. As a result, Moody displayed severe behavioral problems throughout his formative years. His nickname was coined by a close relative, as his emotional temperament was ever-changing.

As a songwriter, Luh Moody is extremely introspective, as his songs are reminiscent of the many traumatic experiences he endured as a child. Despite a turbulent past, Moody’s music also contains optimistic undertones, as he yearns to obtain and share his success with his loved ones. Stylistically, Moody is incredibly versatile, as balances the prowess of his melodic choruses alongside gritty drill raps. His first ever single, “Heartache at 3AM”, was a melodic ode that paid homage to a close friends who was senselessly murdered. The music video was directed by Chris Peterson who is a notable videographer who worked with many prominent artists based in the Midwest.

His forthcoming debut project, Trauma Bonds, is scheduled to release in November and will feature more than fifteen songs, accompanied by ten separate music videos. The rollout will commence with his lead single, “Traumatized.”

About Series Luh Moody TRIA

The Series “Luh Moody” TRIA is between Series Luh Moody and the Managing Member, and provides Series Luh Moody with the right to receive 30% of the streaming revenues associated with 15 songs recorded and released by Jonathan Schieber (p/ka/ Luh Moody) intended to be released in 2023 as collected by the exclusive distributor of the song, Distrokids LLC for a purchase price of $10,000, which includes certain offering and operational costs related to Series Luh Moody previously paid by the Managing Member that were reimbursed to the Managing Member as part of the purchase price.

Additionally, Series Luh Moody will have the right to receive 20% of any revenues generated from the minting and sale of a series of NFTs connected to Luh Moody and his creative output. The Managing Member will be solely responsible for the release and collection and any funds relating to such NFTs, and will be responsible for paying Series Luh Moody its share of revenues from these NFT activities.

Performance History of Luh Moody Releases

Since Luh Moody is an emerging artist, there is no significant performance history to disclose.

Series DaylinXL

Summary Overview

Series DaylinXL, pursuant to the Series DaylinXL TRIA, has acquired certain rights to 15 songs to be recorded and released by Dailon Little (p/ka/ DaylinXL), in single, EP or LP format.

About DaylinXL

DaylinXL is a rising artist based out of Milwaukee. Before music, DaylinXL was a standout basketball player, as he led the nation in scoring (38ppg) during his senior year in high school. After graduation, DaylinXL attended Mississippi Valley State University and was coached by former NBA player Lindsey Hunter.

During the pandemic, DaylinXL put the ball down to pursue music. He moved back to Milwaukee, began recording with local engineers, and was discovered by Creambridge, a full service music company operating between Milwaukee and Los Angeles.

DaylinXL is incredibly versatile, as he creates music that blends genres by means of melodic croons, witty lyricism, and poignant storytelling. He just released his debut EP, Before it's 2 Late, available now on all streaming platforms.

About Series DaylinXL TRIA

The Series “DaylinXL” TRIA is between Series DaylinXL and the Managing Member, and provides Series DaylinXL with the right to receive 30% of the streaming revenues associated with 15 songs recorded by Dailon Little (p/ka/ DaylinXL) intended to be released in 2023 as collected by the exclusive distributor of the song, Distrokids LLC for a purchase price of $10,000, which includes certain offering and operational costs related to Series DaylinXL previously paid by the Managing Member that were reimbursed to the Managing Member as part of the purchase price

Additionally, Series DaylinXL will have the right to receive 20% of any revenues generated from the minting and sale of a series of NFTs connected to DaylinXL and his creative output. The Managing Member will be solely responsible for the release and collection and any funds relating to such NFTs, and will be responsible for paying Series DaylinXL its share of revenues from these NFT activities.

Performance History of DaylinXL Releases

Since DaylinXL is an emerging artist, there is no significant performance history to disclose.

Series Envy

Summary Overview

Series Envy, pursuant to the Series Envy TRIA, has acquired certain rights to 15 songs to be recorded and released by Dailon Little (p/ka/ Envy), in single, EP or LP format.

About Envy

Alex Envy is an eighteen year old singer-songwriter from Milwaukee who developed his musical inclination at an early age, as he used to beat on lunch tables and belch out melodies in middle school. As a songwriter, Alex leans into his vulnerability, as his lyricism vividly details experiences of heartache and emotional devastation. Visually, Alex embraces an uncanny aesthetic to represent the jarred emotions he experiences within his personal life. Despite only having a few singles released, Alex has already positioned himself as a rising figure within Milwaukee’s alternative music scene, as he’s worked closely with Stok3y and Run Along Forever. Alex is gearing up to release his debut project, Bad for Us, which is scheduled to be available across streaming platforms in January 2023

About Series Envy TRIA

The Series “Envy” TRIA is between Series Envy and the Managing Member, and provides Series Envy with the right to receive 30% of the streaming revenues associated with 15 songs recorded by Dailon Little (p/ka/ Envy) intended to be released in 2023 as collected by the exclusive distributor of the song, Distrokids LLC for a purchase price of $10,000, which includes certain offering and operational costs related to Series Envy previously paid by the Managing Member that were reimbursed to the Managing Member as part of the purchase price.

Additionally, Series Envy will have the right to receive 20% of any revenues generated from the minting and sale of a series of NFTs connected to Envy and his creative output. The Managing Member will be solely responsible for the release and collection and any funds relating to such NFTs, and will be responsible for paying Series Envy its share of revenues from these NFT activities.

Performance History of Envy Releases

Envy is an emerging artist, there is no significant performance history to disclose.

THE COMPANY’S BUSINESS

Overview of our Company

Our Company is a limited liability company formed on July 14, 2022 pursuant to the Delaware Limited Liability Company Act, or the LLC Act. Our Company was founded with the mission to combine crowdfunding, investing, and a social network to create a robust online marketplace where fans can financially participate in the success of their idols. Our anticipated business plan and strategy is to create series of our Company that will enter into contractual relationships – or Talent Related Income Agreements (“TRIAs”) – that provide the right to certain revenues generated by talented artists through exploitation of various related IP and activities of these talents. To enable the participation of the public, we are offering “TalentShares” - ownership interests in particular series of our Company. Investors in the TalentShares of our series will be owners of our series, and as such, will have the right to receive net income (after payment of certain fees and expenses) generated pursuant to the particular series’ TRIA.

Our goal is to allow holders of TalentShares to benefit from the talent’s success, as well as engage in a meaningful way through various gamified engagement mechanisms, ranging from NFTs to social media promotion of these talents.

Market Opportunity

Global recorded music revenues reached $25.9 bn in 2021, an increase of 18.5% versus 2020 based on the Global Music Report 2022 from IFPI, the organization that represents the recorded music industry worldwide. Goldman Sachs in their 2021 Music Industry report believe that the recorded music industry will grow to $80 billion by 2030 with 90% derived from streaming and digital music. This Goldman Sachs report explains attributes this growth to the “Gen Z” age group (18-34), who they estimate are spending more than double of any other age group on music.

According to the 2022 Global Music Report published by IFPI, a major contributing factor in the growth of global recorded music revenues is the increase of streaming revenues from $0.6 billion in 2011 to $16.9 billion in 2021, which is a 2.7-fold increase. While digital downloads of recorded music accounted for only 4.2% of global recorded music revenue in 2021, streaming accounted for 65.3% of global recorded music revenues

Key Aspects of Our Business

Talent Related Income Agreements (TRIAs)

Our series intend to enter into “Talent Related Income Agreements” (each, a “TRIA”) pursuant to which the series will obtain rights to all or a portion of the income generated by the TRA.

The Managing Member will acquire, or enter into agreements to acquire, TRAs. The Managing Member will then enter into a TRIA with a series of our pursuant to which the series will acquire the TRA from the Managing Member. We expect that such TRIAs will either be structured as a standard purchase (if Underwriting Debt has been utilized by the series to purchase the TRA) or a purchase option agreement, which will give the series the right, but not the obligation, to purchase the TRA, typically through the proceeds of the offering for the series related to that TRIA. In cases where the TRIA is executed and in place prior to the closing of an offering, the proceeds from an offering will be used pay off the Underwriting Debt utilized to purchase the TRA.

It is our intention that each TRIA we enter into with our series will be based on a template agreement that acts as a standard baseline, however, variations may occur. The form of this baseline TRIA is included as an exhibit to the offering statement of which this offering circular forms a part, along with the specific TRIAs related to each TRA that is related to an series offering we are conducting. Generally, only certain terms of the baseline royalty agreement will be subject to negotiation with each owner of TRAs. Our TRIAs will entitle the series to all or a certain percentage of the TRA royalty income and for a certain period of time. We are expecting 30 to 40 year terms. We may also offer shorter term offerings with 3 to 10 year terms for sellers with a shorter term and/or smaller financial need.

NFT Sales

The Managing Member intends to mint and release certain Non-Fungible Tokens, or NFTs related to the talent with whom the Managing Member contracts. Utilizing creative input from the talent themselves, the Managing Member will offer one or more collections of NFTs related to the talent, primarily as a method of fan engagement. The type of fan engagement could be the release of exclusive content and merchandise, access to tickets for future performances, or other benefits determined with the input from the talent. As such, the NFTs will function as a digital representation of a fan club for the talent. Releases of NFTs are conducted on the Exceed Platform and vary in price based on the Managing Member’s estimation of interest in the specific talent’s NFT.

Ownership of these NFTs will also confer to the owner “Exceed Member” status on the Exceed Platform without the need to purchase membership separately. As such, NFT owners will receive all the same benefits as Exceed Members described in the “Plan of Distribution” section of this offering circular.

For the avoidance of doubt – none of the Company’s series have any involvement in the minting or sale of NFTs. Pursuant to the TRIAs entered into between the Managing Member and the series, the series has the passive right to receive a portion of the income generated from the activities conducted through the released NFTs, as set forth in the applicable TRIA. The NFTs provide no rights to any TalentShares of our Company.

Competition

Our closest competitors are Royal.io, Royalty Exchange, Opulous, and SongVest. We believe our primary competitive advantage over these competitors is that we offer an immersive fan engagement environment that enables fans to enter the world of the talent they love, while potentially receiving financial benefits. Additionally, we believe our Manager brings a very high level of industry knowledge, experience and contacts, and is able to source attractive and compelling TRAs to our Company.

Our Managing Member

Under the operating agreement, Exceed Talent Capital LLC has been appointed as the Managing Member of our Company, with the full power and authority to do all things necessary or appropriate to conduct the business of our Company and each series, without the consent of our Investor Members.

As the Managing Member, Exceed Talent Capital LLC be responsible for identifying works of various talent for our series to acquire utilizing the proceeds from the series offerings we conduct. The Managing Member will also be the investor liaison to our Company, and will, among other things, assist with communications to our investors, provide shareholder services to our investors, handle distributions to investors, and oversee our shareholder records.

See “Directors, Executive Officers and Significant Employees” for additional information regarding our Managing Member.

Indemnification of our Managing Member

The operating agreement provides that none of our Managing Member, nor any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of our Managing Member, nor persons acting at the request of our Company in certain capacities with respect to other entities will be liable to our Company, any series or any TalentShare holders for any act or omission taken by them in connection with the business of our Company or any series that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

TRA Selection

Criteria

Our asset selection criteria were established by our Managing Member and are continually influenced by investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of our Managing Member. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s historical performance data and assumptions about its ability to produce future royalty income. Our Managing Member will endeavor to select assets with known royalty income history that have the opportunity to continue to produce royalty income for years to come. Our Managing Member considers the artist, the release date, top chart position, current social media statistics and other data points that might influence the future earnings of the song or songs subject to the TRIA agreement.

We will partner with artists, songwriters, producers, royalty owners and record labels to select songs, albums, and catalogs to be subject to a TRIA. Our Managing Member may select and bundle artists and albums for certain series’ TalentShares based on genre, relative success of past albums, fan base demographics, or other factors that make such assets fit together as a cohesive package. 

Sourcing

Our Managing Member is responsible for finding talented artists that are willing to sell the rights to their works, or TRAs. The Managing Member will market to songwriters, producers, publishers and record labels to build the pipeline for investments by our series. The Managing Member will also secure the rights to the works of talents so that the series of our Company may acquire them pursuant to a TRIA using the proceeds from our series offerings. While songwriters, producers and publishers are more likely to want to monetize their assets, we believe record labels will see this as a way to directly connect with fans in ways they have not been able to before. We believe the real upside is in being able to educate record labels that this new way to have a direct connection with fans will allow them not only to increase current album revenue but also provide other forms of upsell and cross-sell opportunities to drive more revenue.

Our Managing Member has engaged with individuals that will identify potential artists, record labels and songwriters who are interested in participating in one of our offerings. They will qualify potential prospects and work with them to understand the opportunity and pull the appropriate materials together.

As compensation for these services, our Managing Member will collect a fee for sourcing each TRA (which we refer to as the “Sourcing Fee”). The Sourcing Fee will be comprised of (i) a cash fee equal to 5% of the purchase price of the TRA being acquired pursuant to the TRIA; and (ii) an equity fee equal to 5% of the TalentShares issued in a series as of the closing of the offering of that series, such that immediately after closing, the Managing Member will own 5% of all the TalentShares issued in a series. The Sourcing Fee (or either of its components) may be waived or reduced by our Managing Member on per series basis. 

Underwriting

When sourcing potential TRAs, the Managing Member may decide to utilize debt (“Underwriting Debt”) to acquire a TRA prior to a series raising proceeds from an offering to purchase the TRA (via a TRIA). Such Underwriting Debt will, in most cases, be provided by an affiliate of the Managing Member. When the series and the Managing Member enter into the TRIA utilizing Underwriting Debt, the series will assume the Underwriting Debt from the Managing Member in exchange for acquiring the TRA asset under the TRIA. By utilizing Underwriting Debt to purchase the TRA in advance of any offering to the public, investors will have more certainty over the outcome of the series offering – i.e. the series will always enter into the TRIA and acquire the TRA, no matter the amount raised in the offering.

The terms of any Underwriting Debt will be set forth in the loan agreement between the lender and the Managing Member – but in general, is expected to have the following terms:

While we use the term “underwriter” in the context of the “Underwriting Debt”, the lender is not an underwriter as defined under Section 2(a)(11) of the Securities Act of 1933, as amended, as the lender is not participating in the distribution and sale of securities.

A form of the standard loan agreement between the Managing Member and a lender governing the terms of the Underwriting Debt is included as Exhibit A to the form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part.

Due Diligence

When evaluating an asset, our Managing Member will consider the growth, its potential, historical significance, past valuation of the asset and comparable assets. Our Managing Member’s diligence process will include a review of public data, opinions from entertainment industry experts in our network, precedent and comparable transactions, among other metrics. Our Managing Member will also complete reasonable diligence on the royalty owners themselves and their assets, to include factors that might reasonably encumber or impact the future revenue streams that may be generated by the TRA.

Asset Management

Management of TRAs we acquire will involve management of the relationship with the owner of the TRAs, as well as oversight of compliance with the terms of the TRIAs entered into by our series and the talent, to ensure that the series is receiving all payments owed to it pursuant to the terms of the applicable TRIA. The Managing Member will monitor revenues that are due to series from exploitation of TRAs pursuant to the applicable TRIA.

As compensation for such services, the Managing Member will receive a Management Fee equal to 5% of the gross income generated by the series. Such gross income is anticipated to be solely from revenues collected by the series pursuant to the series’ TRIA. We note that the Management Fee is paid out of the gross income of a series, and therefore will reduce Free Cash Flow of a series available to distribute to holders of a series’ TalentShares.

Employees

The Company does not have any employees. The Company and its series will rely on the staff of the Managing Member for its operations.

Government Regulation

The types of music royalties available to our Company are generally governed by U.S. copyright law. The Copyright Act establishes compulsory license fees for musical works categorized as “mechanical royalties” along with the writers share and publishers share of music copyright. Additionally, we may utilize other types of royalty streams, like producers share or other specific royalty generating areas that can be contractually secured.

Legal Proceedings

None of our Company or our Managing Member is presently subject to any material legal proceedings.

Allocations of Expenses

To the extent relevant, Offering Expenses, Acquisition Expenses, and Operating Expenses, will be allocated among the various series of our Company in accordance with our Managing Member’s allocation policy. The allocation policy requires our Managing Manager to allocate items that are allocable to a specific series to be borne by, or distributed to (as applicable), the applicable series. By way of example, as of the date of this offering circular, it is anticipated that expenses will be allocated as follows:

Notwithstanding the foregoing, our Managing Member may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.

It should be noted that fees and commissions payable to Dalmore are not allocable expenses – rather, these fees will be paid from offering proceeds at the time of investment.

DESCRIPTION OF PROPERTY

The Manager currently leases office space at 106 Varick Street, New York, NY 10013, which is the headquarters of the Company.

We believe that all this property is suitable and adequate for our business as most employees are working remotely.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

Since its formation on July 14, 2022, our Company has been engaged primarily in organizational matters and preparing for the offerings of its series pursuant to this offering statement. As of the date of this offering circular, our Series have acquired the royalty rights pursuant to the various TRIA agreements that our series have entered into with our Managing Member described in “The Underlying Assets Of Our Series” section of this offering circular.

Emerging Growth Company

Upon the completion of our initial offering, we may elect to become a public reporting Company under the Exchange Act. We will qualify as an “emerging growth Company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth Company, we will not be required to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth Company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth Company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1.07 billion in non-convertible debt during the preceding three year period.

Operating Results

Revenues are generated at the series level. As of July 14, 2022, our inception date, none of our series had generated any revenues.

None of our series have commenced any offerings of TalentShares, and therefore none of our series have received any proceeds from such offerings, nor have our series generated any revenues from TRAs pursuant to their related TRIAs.   

We do not expect our series to generate any revenues until June 2023, assuming the SEC has qualified this offering statement of which this offering circular forms a part by that date.

We have normal operating expenses as well as planned additional expenses related to obtaining qualification of the offering statement of which this offering circular forms a part and the infrastructure investment needed to support our business operations.

Liquidity and Capital Resources

As of July 14, 2022, neither our Company nor any series had any cash or cash equivalents or financial obligations. As of the date of this offering circular, the Company’s Series (Series Bedtime, Series Big Havi, Series Luh Moody, Series DaylinXL, and Series Envy) have each entered into TRIAs with our Managing Member in exchange for a grand total of $912,000 in Underwriting Debt, which is owed by the series to an affiliate of the Managing Member. See “Interest Of Management And Others In Certain Transactions” for a description of the terms of these agreements.

The majority of the proceeds of each series’ offering will go towards repayment of the associated Underwriting Debt of that series.

The Company does not owe any amounts to its Managing Member as of the date of this offering circular.

Plan of Operations

Each series intends to generate revenues from the TRA as set forth in the applicable TRIA. We estimate that a series of our Company may generate enough revenues to make distributions to investors within twenty four months of the closing date of that series’ offering.

We believe that the proceeds from the offerings will satisfy our cash requirements for at least the next six months to implement the foregoing plan of operations.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The Managing Member

Our Company operates under the direction of Exceed Talent Capital LLC, our Managing Member. The Managing Member is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. The Managing Member is responsible for identifying the assets to be purchased from the offerings of the series of our Company, as well as directing or performing the day-to-day business affairs of our Company and its series. The Managing Member is a wholly-owned subsidiary of Exceed Talent Capital Ltd., which is the owner of the Exceed Platform. Exceed Talent Capital Ltd., however, has no role in the management of our Company or the Managing Member.

Directors, Executive Officers and Key Employees of our Managing Member

The authority and functions of the Managing Member for our Company and its series are similar to the authority and functions of the board of directors and executive officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The following table sets forth the name and position of each of the current executive officers, directors and significant employees of our Managing Member. 

Anthony Martini, President, Chief Executive Officer

Anthony Martini began as an artist manager skilled in developing unknown talent into worldwide superstars. After years managing successful clients like Tyga and Lil Dicky, Martini saw an emerging opportunity in music streaming and founded his own independent record label called Commission Records in 2015. He quickly built Commission Records into a successful enterprise, amassing billions of streams, multiple platinum releases, and a top 10 ranking among urban labels (ahead of notable labels like Rocnation and 300ent) earning recognition by Billboard magazine as an R&B/ Hip-Hop Power Player. With a company valuation of $20 million, he sold Commission Records to Big Noise Music Group in 2019 before taking over as CEO of Royalty Exchange, the world’s largest royalty investment platform., in March of 2021 With the rise of music royalties as an alternative asset class Royalty Exchange has closed over $90 million in deals across over 1,000 transactions to date. Throughout his career, Martini has consistently found ways to disrupt old music business models while empowering Artists.

Philip Schajer, Chief Financial Officer

Philip is a CFO with 25 years of experience across a range of entities and sectors. His wide range of experience has allowed him to take a central role at Exceed in transaction structuring and execution, international tax, regulatory compliance, investor relations and financial operations. Philip also has many years of experience in corporate governance matters and has advised the boards of a number of investment entities around the world, as well as taking senior roles within charitable organizations. Prior to joining Exceed in 2020, Philip was CFO/COO at Excellion Capital, a corporate finance firm, which he helped establish from the ground up after joining in 2007. There he assisted with a wide range of cross-border strategic advisory and investment transactions, across several diverse industries. He then added a focus on the fintech, alternative credit and marketplace industries, and in this capacity was instrumental in launching Fintex Capital in 2015, an affiliate of Excellion Capital, and a firm recognized as one of Europe’s leading alternative credit Asset Managers. Before joining Excellion, Philip was CFO in a PE backed luxury retail business, which he joined shortly after qualifying as a Chartered Accountant in the UK back in 2002. He graduated from Leeds University with a BA (Hons.) in International Studies.

Julian Menkin, Head of Strategy and Marketing

Julian Menkin is a composer, executive, and entrepreneur with more than a decade of experience working at the intersection of technology and intellectual property. As a composer, he has written music for primetime and syndicated programming across networks such as HBO, FOX, History Channel, Showtime, ABC and Fox. Julian has overseen the production and publishing administration of a team of over a dozen writers creating music across the spectrum of US based television programming. He is co-founder and CEO of Persona Music, a music catalog administrator and SaaS platform with over 10,000 copyrights under management spanning film score, top trailer houses for Marvel and Disney, primetime television programming, artist driven music, and Blue Chip heritage music. Persona Music was founded in 2020, and its proprietary licensing and administration platform allows digital creators to license high volumes of music for digital content while automating multi-platform copyright clearance and royalty payouts to hundreds of composers on a quarterly basis. Julian has advised international brands in Web3 and blockchain integration, most notably the Ultraman franchise owned by Tsuburaya. Julian Studied music composition at Columbia College Chicago.

There are no family relationships between any director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee of our Managing Member.

To the best of our knowledge, none of the directors or executive officers of the Managing Member has, during the past five years:

Responsibilities of our Managing Member

The Managing Member is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. The Managing Member is responsible for identifying the assets to be purchased from the offerings of the series of our Company, as well as directing or performing the day-to-day business affairs of our Company and its series. Certain of its responsibilities include:

Advisory Board

Our Managing Member will establish an Advisory Board that will assist our Company in its business decisions (such as the creation of a new series) and will assist our series in making decisions with respect to asset acquisitions and management of series assets. The members of the Managing Member are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require.

COMPENSATION OF THE MANAGING MEMBER

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by our Company. The Managing Member manages our day-to-day affairs, oversees the review, selection and recommendation of investment opportunities, manages acquired investments of our series, and monitors the performance of these investments to ensure that they are consistent with our investment objectives. As compensation for the Managing Member’s services, the Managing Member is entitled to the “Management Fee” and “Sourcing Fee”, as described below.

Management Fee

5% of gross income of a series, payable to the Managing Member each quarter.

Sourcing Fee

The Managing Member of our Company will receive a one-time fee equal to (i) 5% of the TalentShares issued in a series’ offering as compensation for due diligence services in evaluating, investigation and discovering the underlying assets; and (ii) a cash fee equal to 5% of the cash value of the TRA being acquired pursuant to the TRIA (together, the “Sourcing Fee”). The TalentShares issued in satisfaction of the Sourcing Fee will be issued at the final closing of a series’ offering.

Neither our Managing Member nor its affiliates will receive any selling commissions or dealer manager fees in connection with any offering of our series. See “Plan of Distribution and Selling Securityholders—Fees and Expenses” and “Use of Proceeds” for further details.

To date, the Managing Member has not received any Sourcing Fee or Management Fee.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

As of the date of this offering circular, there are no outstanding membership interests in our Company our any of its series.

Our Managing Member is owned by Exceed Talent Capital Ltd, and is managed by the individuals set forth under the “Directors, Executive Officers and Key Employees of our Managing Member” subsection of this offering circular.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

TRIAs

Series Bedtime

On December 8, 2022, Series Bedtime and the Managing Member entered into the Series Bedtime TRIA, pursuant to which Series Bedtime acquired the royalty rights described in “The Underlying Assets Of Our Series” section of this offering circular in exchange for agreeing to a debt assignment from the Managing Member to Series Bedtime of $870,000 in Underwriting Debt.

The terms of the Series Bedtime TRIA are substantially the same as the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part. Additionally, the terms of the Underwriting Debt assumed by Series Bedtime are substantially the same as the Form of Underwriting Agreement set forth in Exhibit A to the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part.

Series Big Havi

On December 8, 2022, Series Big Havi and the Managing Member entered into the Series Big Havi TRIA, pursuant to which Series Big Havi acquired the royalty rights described in “The Underlying Assets Of Our Series” section of this offering circular in exchange for agreeing to a debt assignment from the Managing Member to Series Big Havi of $15,000 in Underwriting Debt.

The terms of the Series Big Havi TRIA are substantially the same as the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part. Additionally, the terms of the Underwriting Debt assumed by Series Big Havi are substantially the same as the Form of Underwriting Agreement set forth in Exhibit A to the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part.

Series Luh Moody

On December 8, 2022, Series Luh Moody and the Managing Member entered into the Series Luh Moody TRIA, pursuant to which Series Luh Moody acquired the royalty rights described in “The Underlying Assets Of Our Series” section of this offering circular in exchange for agreeing to a debt assignment from the Managing Member to Series Luh Moody of $9,000 in Underwriting Debt.

The terms of the Series Luh Moody TRIA are substantially the same as the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part. Additionally, the terms of the Underwriting Debt assumed by Series Luh Moody are substantially the same as the Form of Underwriting Agreement set forth in Exhibit A to the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part.

Series DaylinXL

On December 8, 2022, Series DaylinXL and the Managing Member entered into the Series DaylinXL TRIA, pursuant to which Series DaylinXL acquired the royalty rights described in “The Underlying Assets Of Our Series” section of this offering circular in exchange for agreeing to a debt assignment from the Managing Member to Series DaylinXL of $9,000 in Underwriting Debt.

The terms of the Series DaylinXL TRIA are substantially the same as the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part. Additionally, the terms of the Underwriting Debt assumed by Series DaylinXL are substantially the same as the Form of Underwriting Agreement set forth in Exhibit A to the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part.

Series Envy

On December 8, 2022, Series Envy and the Managing Member entered into the Series Envy TRIA, pursuant to which Series Envy acquired the royalty rights described in “The Underlying Assets Of Our Series” section of this offering circular in exchange for agreeing to a debt assignment from the Managing Member to Series Envy of $9,000 in Underwriting Debt.

The terms of the Series Envy TRIA are substantially the same as the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part. Additionally, the terms of the Underwriting Debt assumed by Series Envy are substantially the same as the Form of Underwriting Agreement set forth in Exhibit A to the Form of TRIA filed as Exhibit 6.1 to the offering statement of which this offering circular forms a part.

SECURITIES BEING OFFERED

The following is a summary of the principal terms of our TalentShares, and is qualified by reference to, the operating agreement, a form of which attached hereto as Exhibit 2.2, and the subscription agreements, a form of which is attached hereto as Exhibit 4, relating to the purchase of the TalentShares offered hereby. The operating agreement will be executed prior to qualification. Capitalized terms used in this summary that are not defined shall have the meanings ascribed thereto in the operating agreement.

General

Our Company is offering on limited liability company membership interests, or TalentShares, in each series of our Company. Investing in TalentShares is an investment only in the particular series that is issuing those TalentShares, and not an investment in our Company as a whole. In accordance with the LLC Act, any series of TalentShares established by our Company will be a separate series of TalentShares of our Company and not in a separate legal entity.

TalentShares of a series provide an ownership interest in that particular series only. An investor who invests in a particular series’ offering of TalentShares will not have any ownership interest in any other series of our Company (or such series’ assets) by virtue of that investment alone. Investors may, however, purchase TalentShares in multiple series of our Company.

Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. Accordingly, our Company expects our Managing Member to maintain separate, distinct records for each series and its associated assets and liabilities. As noted in the “Risk Factors” section, the limitations on inter-series liability provided by Section 18-215(b) have never been tested in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series should be applied to meet the liabilities of the other series or the liabilities of our Company generally where the assets of such other series or of our Company generally are insufficient to meet our Company’s liabilities.

Section 18-215(c) of the LLC Act provides that a series established in accordance with Section 18-215(b) may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security shares, and sue and be sued.  We intend for each series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular series and title to the relevant underlying assets will be held by, or for the benefit of, the relevant series.

All of the TalentShares offered by this offering circular will be duly authorized and validly issued. Upon payment in full of the consideration payable with respect to the TalentShares, as determined by our Managing Member, the holders of the TalentShares will not be liable to our Company to make any additional capital contributions (except for the return of distributions under certain circumstances as required by Sections 18-215, 18-607 and 18-804 of the LLC Act). Holders of the TalentShares offered hereby have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive rights to subscribe for any shares and no preferential rights to distributions.

In general, the holders of each series of our TalentShares (which may include the Managing Member, its affiliates, or other third parties to which our Managing Member issues TalentShares) will participate in the available Free Cash Flow derived from the underlying assets related to the series, less any Management Fees payable to our Managing Member (as described in “—Distribution Rights” below). Our Managing Member may sell TalentShares from time to time.

Distribution Rights

To the extent there is Free Cash Flow for a series, our Managing Member intends to declare and pay distributions to the holders of TalentShares of that series on a pro-rata basis of such Free Cash Flow after (a) payment of accrued Management Fees, (b) repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations, including any accrued interest as there may be, and (c) the creation of such reserves as the Managing Member deems necessary, in its sole discretion, to meet future Operating Expenses.

The “Free Cash Flow” of a series consists of the net income (as determined under GAAP) generated by such series plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses and less any capital expenditures related to the underlying assets related to such series and/or any non-operating income resulting from a monetization event (i.e. the sale of series assets).

All revenues earned by a series is expected to be generated pursuant to that series’ TRIA. As revenues (from royalties or otherwise) are paid to a series pursuant to a TRIA, our Managing Member will place all those royalties in a designated bank account for that series.

Timing and Amount of Distributions

Our Managing Member has sole discretion in determining the timing and amount of distributions of Free Cash Flow, if any, made to holders of each series’ TalentShares except as otherwise limited by law or the operating agreement.

To the extent there is Free Cash Flow available, the Managing Member intends to make distributions to holders of TalentShares on a quarterly basis.

Investors do not have any rights under our operating agreement to audit, or otherwise receive an explanation regarding, decisions regarding their distribution rights. There is no guarantee that there will be sufficient Free Cash Flow of a series to make distributions to holders of TalentShares.

Example of Distributions

By way of example: Artist X is the creator of a number of songs for which Owner X owns the royalties. Distributor Y pays Owner X royalties on a quarterly basis, and Owner X receives payments each quarter resulting from proceeds generated from his streaming activity. In January 2023, our Managing Member enters into a contract with Artist X pursuant to which the Managing Member purchases the royalty streaming income rights to an Artist X song or album. After consummating such purchase, our Managing Member is entitled to receive those quarterly royalty payments from Distributor Y. Investors are invited to purchase TalentShares in the Series Artist X, with the goal of raising funds to purchase, through a TRIA with the Managing Member, the royalty streaming income rights acquired by the Managing Member, entitling the investors to a portion of the payments paid by Distributor Y to our Company. Assuming the offering is successful, the offering of Series Artist X TalentShares will close, Series Artist X will enter into the Series Artist X TRIA, and investors will receive Series Artist X TalentShares. At the end of the quarter (March 31, 2023), $5,000 of streaming income is paid to Series Artist X by Distributor Y. Those funds are deposited into a designated bank account for the benefit of the Series Artist X TalentShareholders and will remain there until distributed to the Artist X TalentShareholders (maximum of 45 days after March 31, 2022). On the day the $5,000 is distributed, a Management Fee of 5% will be deducted and paid to the Manager, and then each Artist X TalentShareholder will receive his or her pro rata share of the $4,750 based on number of TalentShares owned, less any deductions as determined by the Managing Member for Series Artist X’s operating reserves or amounts owed to the Managing Member). If there are 100 Artist X TalentShares, and 10 investors each have 10 TalentShares, then each TalentShareholder would receive $47.50 (less such holder’s pro-rata share of Series Artist X’s reimbursement obligations to the Managing Member or reserves as determined by the Managing Member). Each investor at 10 TalentShares would receive $475 in total (less such investor’s pro-rata share of Series Artist X’s reimbursement obligations to the Managing Member or reserves as determined by the Managing Member).

A further source of income for the Series Artist X TalentShareholders may be derived from an NFT release related to the Artist X’s work by the Managing Member. By way of example, if the NFT release earns $5,000 on February 28, 2023, 15% ($750) of this will accrue to Series Artist X (less the 5% Management Fee of $37.50). Owner X will receive their 85% of the NFT release proceeds within 45 days, with the timings of all payments, and applicable deductions for Series Artist X’s reimbursement obligations to the Managing Member or reserves as determined by the Managing Member, being made alongside the TalentShareholder distributions described above.

Electronic Issuance

All TalentShares will be issued in electronic form only, and maintained through the Exceed Platform.

Minimum Purchase Amount

Investments may be made in denominations of $10 and integral multiples of $10.

Expected Rate of Return

There is no expected rate of return for the TalentShares because of the variable nature of the income streams we expect to collect pursuant to the TRIAs that we enter into.

Management Fee

For its management services, each series will pay the Managing Member a Management Fee equal to 5% of the income generated and received by that series quarterly.

No Redemption Provisions

No series of our TalentShares are redeemable.

No Registration Rights

There are no registration rights in respect of any series of our TalentShares.

Limited Voting Rights

Our Managing Member is not required to hold an annual meeting of TalentShare holders. The operating agreement provides that meetings of TalentShare holders may be called by our Managing Member and a designee of our Managing Member will act as chairman at such meetings. TalentShare holders do not have any voting rights as a shareholder in our Company or a series except with respect to:

Our Managing Member can only be removed as Managing Member of our Company and each series in the event our Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or our Company which has a material adverse effect on our Company.

When entitled to vote on a matter, each TalentShare holder will be entitled to one vote per TalentShare held by it on all matters submitted to a vote of the TalentShare holders of an applicable series or of the TalentShare holders of all series of our Company, as applicable.  The removal of our Managing Member as Managing Member of our Company and all series must be approved by two-thirds of the votes that may be cast by all TalentShare holders in any series of our Company. All other matters to be voted on by the TalentShare holders must be approved by a majority of the votes cast by all TalentShare holders in any series of our Company present in person or represented by proxy.

Our Managing Member or its affiliates (if they hold TalentShares) may not vote as a shareholder in respect of any matter put to the TalentShare holders. However, the submission of any action of our Company or a series for a vote of the TalentShare holders shall first be approved by our Managing Member and no amendment to the operating agreement may be made without the prior approval of our Managing Member that would decrease the rights of our Managing Member or increase the obligations of our Managing Member thereunder.

Our Managing Member has broad authority to take action with respect to our Company and any series. See “Directors, Executive Officers and Significant Employees—The Managing Member” for more information. Except as set forth above, our Managing Member may amend the operating agreement without the approval of the TalentShare holders to, among other things, reflect the following:

In each case, our Managing Member may make such amendments to the operating agreement provided our Managing Member determines that those amendments:

Furthermore, our Managing Member retains sole discretion to create and set the terms of any new series and will have the sole power to acquire, manage and dispose of underlying asset of each series.

Liquidation Rights

Liquidation of our Company

The operating agreement provides that our Company will remain in existence until the earlier of the following: (i) the election of our Managing Member to dissolve it; (ii) the sale, exchange or other disposition of substantially all of the assets of our Company; (iii) the entry of a decree of judicial dissolution of our Company; (iv) at any time that our Company no longer has any members, unless the business is continued in accordance with the LLC Act; and (v) a vote by a majority of all TalentShare holders of our Company following the for-cause removal of our Managing Member. Under no circumstances may our Company be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members who hold more than two-thirds of the TalentShares in the profits of our Company).

Liquidation of a Series

A series will remain in existence until the earlier of the following: (i) the dissolution of our Company, (ii) the election of our Managing Member to dissolve such series; (iii) the sale, exchange or other disposition of substantially all of the assets of the series; or (iv) at any time that the series no longer has any members, unless the business is continued in accordance with the LLC Act.  Under no circumstances may a series of TalentShares be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members holding more than two-thirds of the TalentShares in the profits of the series).

In connection with the liquidation of a series, whether as a result of the dissolution of our Company or the termination of such series, any amounts remaining after payment of accrued Management Fees outstanding as of the date of the liquidation, and net of any fees, costs and liabilities (as determined by the Managing Member in its sole discretion), will be applied and distributed as follows:

Upon the occurrence of any such event, our Managing Member (or a liquidator selected by our Managing Member) is charged with winding up the affairs of the series, as applicable, and liquidating its assets. Upon the liquidation of a series or our Company as a whole, as applicable, the underlying assets will be liquidated, and all remaining property and all Free Cash Flows in excess of that required to discharge liabilities will be distributed to the holders of the TalentShares of the series on an equal per TalentShare basis.

Monetization Event

A “Monetization Event” means a final sale or disposition of the assets held by a particular series of our Company. Pursuant to our operating agreement, any amounts available for distribution following a Monetization Event after payment to the Managing Member of accrued Management Fees up to the date of the Monetization event, Operating Expenses, the creation of such reserves as the Managing Member deems necessary, and after payment of any other fees, costs and liabilities (as determined by the Managing Member in its sole discretion), will be applied and distributed as follows:

As a matter of practice, we generally does not expect to sell the assets acquired by our series. But the Managing Member may decide to sell a series’ assets if the Managing Member deems it to be in the best interest of the series.

Transfer Restrictions

Each series of TalentShares are subject to restrictions on transferability. A holder of TalentShares may not transfer, assign or pledge its TalentShares without the consent of our Managing Member. Our Managing Member may withhold consent in its sole discretion, including when our Managing Member determines that such transfer, assignment or pledge would result in (a) there being more than 2,000 beneficial owners in such series or more than 500 beneficial owners in such series that are not “accredited investors” (provided that our Managing Member may waive such limitations), (b) the assets of such series being deemed “plan assets” for purposes of ERISA, (c) a change of U.S. federal income tax treatment of our Company and/or such series, or (d) our Company, such series or our Managing Member being subject to additional regulatory requirements. The transferring holder is responsible for all costs and expenses arising in connection with any proposed transfer (regardless of whether such sale is completed) including any legal fees incurred by us or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes and filing fees. The restrictions on transferability listed above will also apply to any resale of TalentShares via on PPEX (see further below).

Our Managing Member may transfer all or any portion of the TalentShares held by it from time to time, in accordance with applicable securities laws, either directly or through brokers or otherwise.

Additionally, unless and until the TalentShares are listed or quoted for trading, there are restrictions on the holder’s ability to the pledge or transfer the TalentShares. There can be no assurance that we will, or will be able to, register our TalentShares for resale. Therefore, investors may be required to hold their TalentShares indefinitely. Please refer to the subscription agreement for additional information regarding these restrictions. To the extent certificated, the TalentShares issued in each offering will bear a legend setting forth these restrictions on transfer and any legends required by state securities laws.

Finally, any transferees will be required to agree to adhere to the terms of our operating agreement, including the jury trial waiver and forum selection provisions contained in the operating agreement.

Trading on PPEX

We intend to seek a quotation of each of our series’ TalentShares on PPEX, the ATS operated by North Capital Investment Technology, Inc. (“North Capital”). In order to do so, we will enter into a listing agreement with North Capital, and a secondary market trading agreement with Dalmore. Assuming that our application is successful, sellers will be able to have TalentShares that they wish to sell quoted on PPEX. Dalmore, as the secondary market trading broker, will be entitled to a commission on sales made on PPEX. There can be no assurance as to the volume of pricing of any trading on PPEX. Any sales on PPEX will be subject to the conditions of and restrictions on transfer set out above, and will also be subject to any applicable fees related to such sales on the PPEX.

The Company may enter into other arrangements with one or more additional ATS operators, including those that may be affiliates of the Company, depending on certain factors such as, but not limited to, pricing, liquidity and technology.

Agreement to be Bound by the Operating Agreement; Power of Attorney

By purchasing TalentShares, the investor will be admitted as a member of our Company and will be bound by the provisions of, and deemed to be a party to, the operating agreement.  Pursuant to the operating agreement, each investor grants to our Managing Member a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our Managing Member the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the operating agreement.

Duties of Officers

The operating agreement provides that, except as may otherwise be provided by the operating agreement, the property, affairs and business of each series of our Company will be managed under the direction of our Managing Member.  Our Managing Member has the power to appoint the officers and such officers have the authority and exercise the powers and perform the duties specified in the operating agreement or as may be specified by our Managing Member.

We may decide to enter into separate indemnification agreements with the directors and officers of our Company or our Managing Member. If entered into, each indemnification agreement is likely to provide, among other things, for indemnification to the fullest extent permitted by law and the operating agreement against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim.  The indemnification agreements may also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to our Company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the operating agreement.

Exclusive Jurisdiction

Under Section 15.08 of our operating agreement, any dispute in relation to the operating agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the TalentShares were to bring a claim against our Company or our Managing Member pursuant to the operating agreement, it would have to do so in the Delaware Court of Chancery. Notwithstanding the foregoing, if, for any reason, the Delaware Chancery Court does not have jurisdiction over an action, then the action may be brought in other federal or state courts located in Delaware.

We believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the Company.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Further, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision would require suits to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction to be brought in federal court located in Delaware. Investors will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

Waiver of Right to Trial by Jury

Our operating agreement provides that each investor waives the right to a jury trial for any claim they may have against us arising out of, or relating to, the operating agreement and any transaction arising under that agreement, which could include claims under federal securities law.

Further, our subscription agreement that investors will execute when investing a series of our Company also provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the subscription agreement. This jury trial waiver also applies to claims arising under federal securities laws.

If we opposed a jury trial demand based on either waiver, a court would determine whether such waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. Meaning that if either jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement or operating agreement, as applicable, with a jury trial. Furthermore, no condition, stipulation or provision of either agreement serves as a waiver by any holder of our TalentShares or by us of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

The jury trial waiver in both our operating agreement and subscription agreement will also be apply to purchasers of investors’ TalentShares in secondary transactions (i.e. TalentShares sold on PPEX).

FINANCIAL STATEMENTS

OF

EXCEED TALENT CAPITAL HOLDINGS LLC

Financial Statements with

Independent Auditor’s Report

TABLE OF CONTENTS

To the Managing Member of

Exceed Talent Capital Holdings, LLC

Lewes, Delaware

INDEPENDENT AUDITOR’S REPORT

Opinion

We have audited the accompanying financial statement of Exceed Talent Capital Holdings, LLC (the “Company”) which comprise the balance sheet as of July 14, 2022 (inception), and the related notes to the financial statement.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of the Company as of July 14, 2022 (inception) in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statement section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statement, the Company has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues or profits as of July 14, 2022 (inception). These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.

In preparing the financial statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statement is available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Artesian CPA, LLC

Artesian CPA, LLC

Denver, Colorado

December 7, 2022

Artesian CPA, LLC

1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905

info@ArtesianCPA.com | www.ArtesianCPA.com

EXCEED TALENT CAPITAL HOLDINGS, LLC

BALANCE SHEET

As of July 14, 2022 (inception)

See accompanying Independent Auditor’s Report and accompanying notes, which are an integral part of this financial statement.

EXCEED TALENT CAPITAL HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS

As of July 14, 2022 (inception)

NOTE 1: NATURE OF OPERATIONS

Exceed Talent Capital Holdings, LLC (the “Company”) is a Delaware series limited liability company formed on July 14, 2022 under the laws of Delaware. The Company was formed to offer an opportunity for fans to invest, earn, interact, influence, and celebrate talent through public investment in, and acquisition of, underlying income streams generated by musicians and creative artists, each of which will be owned by separate series of the Company, or “Series”, that management of the Company intends to establish. As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

The Company is managed by Exceed Talent Capital LLC, a Delaware series limited liability company (the "Manager" or "Managing Member").

As of July 14, 2022 (inception), the Company has not yet commenced operations. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties, including failing to secure funding to comments the Company’s planned operations or failing to profitably operate the business.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company has adopted a calendar year as its fiscal year.

Use of Estimates

The preparation of the financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

Deferred Offering Costs

The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity/(deficit) upon the completion of an offering or to expense if the offering is not completed. Offering costs include offering expense reimbursements as noted below. The Company will reimburse the Manager for any offering costs incurred by the Manager from the proceeds from each Series offering.

EXCEED TALENT CAPITAL HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS

As of July 14, 2022 (inception)

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheet approximates their fair value.

Organizational Costs

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Acquisition and Offering Expenses

All asset acquisition expenses, offering expenses, sourcing fees, and brokerage fees in connection with any initial offering and the sourcing and acquisition of Series Assets shall be borne by the relevant Series, except an unsuccessful offering in which case all abort costs shall be borne by the Manager.

Allocation Policy

The Manager will allocate revenues and costs among the various Series. The allocation policy requires that items not related to a specific Series will be allocated in accordance with its allocation policy, in equal shares to the Series in which they relate, as determined by the Manager. The Manager may amend the allocation policy in its sole discretion from time to time.

All, offering expenses, acquisition expenses and operating expenses shall be allocated by the Manager in accordance with the allocation policy.

The Manager, in its sole discretion may defer or waive any fee payable to it under the operating agreement. All or any portion of any deferred fees will be deferred without interest and paid when the Manager determines.

EXCEED TALENT CAPITAL HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS

As of July 14, 2022 (inception)

Operating Expenses

Each Series shall be responsible for its operating expenses. The Manager will bear its own expenses of an ordinary nature. If there are not sufficient cash reserves of, or revenues generated by, a Series to meet its operating expenses, the Manager may: (a) issue additional interests in such Series; (b) pay such excess operating expenses and not seek reimbursement; and/or (c) enter into an agreement pursuant to which the Manager loans to the Company an amount equal to the remaining excess operating expenses (the “Operating Expenses Reimbursement Obligation”). The Manager, in its sole discretion, may impose a reasonable rate of interest (a rate no less than the applicable federal rate on any operating expenses reimbursement obligation). The Operating Expenses Reimbursement Obligation shall become repayable when cash becomes available.

Income Taxes

The Company is a limited liability company. Accordingly, under the Internal Revenue Code, all taxable income or loss flows through to its members. Therefore, no provision for income tax has been recorded in this financial statement. Income from the Company is reported and taxed to the members on their individual tax returns.

The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s financial statement, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception.  The Company is not presently subject to any income tax audit in any taxing jurisdiction. The Company intends for each Series to make an election to be taxed as a corporation, though it may, in its sole discretion, elect to maintain taxation as a disregarded entity.

NOTE 3: GOING CONCERN

The accompanying balance sheet has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues or profits as of July 14, 2022 (inception). These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. The balance sheet does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

EXCEED TALENT CAPITAL HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS

As of July 14, 2022 (inception)

NOTE 4: MEMBER’S EQUITY

Pursuant to the terms of the operating agreement, the Manager will provide certain management and advisory services, as well as management team and appropriate support personnel to the Company and to each of the Company’s series and subsidiaries, if any.

The Manager will be responsible for directing the management of our business and affairs, managing our day-to-day affairs, and implementing our investment strategy. The Manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights with respect to the Series in which they are invested.

Any amounts available for distribution following a monetization event after (a) payment of accrued management fees up to the date of the monetization event, (b) repayment of any amounts outstanding under operating expenses reimbursement obligations including any accrued interest as there may be, (c) the creation of such reserves as the Managing Member deems necessary, in its sole discretion, to meet future operating expenses and (d) after payment of any other fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be applied and distributed as follows: 5% to the Managing Member and 95% to the members pro rata to their interests.

Any amounts available for distribution following the liquidation of a Series, after payment of management fees payable through the date of liquidation, net of any fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be distributed as follows: 5% to the Managing Member and 95% to the members pro rata to their interests.

The Manager has sole discretion in determining what distributions, if any, are made to interest holders except as otherwise limited by law or the operating agreement. The Manager may change the timing of distributions or determine that no distributions shall be made, in its sole discretion.

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.

NOTE 5: RELATED PARTY TRANSACTIONS

Each Series may retain certain of the Managing Member’s Affiliates for necessary services relating to our investments or our operations, including any administrative services and other management services.

Unless otherwise set forth in the applicable Series designation, the Managing Member or its Affiliates shall, as at the closing of any initial offering of a Series, acquire 5% of the interests of the Series being issued pursuant to such initial offering.

Unless otherwise set forth in the applicable Series designation, the Managing Member shall be entitled to payment of a management fee upon receipt of gross income by a Series, equal to 5% of the gross income. The Managing Member, in its sole discretion, may accept payment of the management fee by causing the Series to accrue such management fees, which shall be paid to the Managing Member prior to any distributions to members.

EXCEED TALENT CAPITAL HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS

As of July 14, 2022 (inception)

NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statement. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 7: COMMITMENTS AND CONTINGENCIES

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

NOTE 8: SUBSEQUENT EVENTS

The Company intends to initiate a Regulation A offering of its series membership interests in 2022.

Management has evaluated all subsequent events through December 7, 2022, the date the financial statement was available to be issued. There are no other material events requiring disclosure or adjustment to the financial statement.

PART III – EXHIBITS

Exhibit Index

______________ 

SIGNATURES

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 of New York, State of New York, on January 5, 2023.

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.

Exhibit 1.1

Broker-Dealer Agreement

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Exceed Talent Capital Holdings LLC (“Client”), a Delaware Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 24, 2022 (the “Effective Date”):

WHEREAS, Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via exemptions from registration with the Securities Exchange Commission (“SEC”);

WHEREAS, Client is offering securities directly to the public in an offering exempt from registration under Regulation A (the “Offering”); and

WHEREAS, Client recognizes the benefit of having Dalmore as a broker dealer of record and service provider for investors who participate in the Offering (collectively, the “Investors”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

4.              Role of Dalmore. Client acknowledges and agrees that Dalmore’s sole responsibilities in connection with an Offering are set forth on Exhibit A, and that Dalmore is strictly acting in an administrative and compliance capacity as the broker dealer of record, and is not being engaged by the Client to act as an underwriter or placement agent in connection with the Offering. Dalmore will use commercially reasonable efforts to perform the Services. Dalmore (i) makes no representations with respect to the quality of any investment opportunity; (ii) does not guarantee the performance of any Investor; (iii) is not soliciting or approaching investors in connection with the Offering, (iv) is not an investment adviser, does not provide investment advice and does not recommend securities transactions, (v) in performing the Services is not making any recommendation as to the appropriateness, suitability, legality, validity or profitability of the Offering, and (vi) does not take any responsibility for any documentation created and used in connection with the Offering.

5.             Indemnification. Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

6.              Confidentiality. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or Investor, but shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient. During the term of this Agreement and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Client acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Dalmore to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

7.              Notices. Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices. Until further notice, the address of each party to this Agreement for this purpose shall be the following:

If to the Client:

Exceed Talent Capital Holdings LLC

2810 N Church St, PMB 16517

Wilmington, Delaware 19802-4447

Attn: Philip Schajer, CFO

Tel:

Email:

If to Dalmore:

Dalmore Group, LLC

530 7th Avenue, Suite 902

New York, NY 10018

Attn: Etan Butler, Chairman

Tel:

Email:

a.             ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND PROVIDER RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SETTLED BY ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITTEE OF FINRA.

b.              This Agreement is non-exclusive and shall not be construed to prevent either party from engaging in any other business activities.

c.              This Agreement will be binding upon all successors, assigns or transferees of Client. No assignment of this Agreement by either party will be valid unless the other party consents to such an assignment in writing. Either party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other party.

d.            Neither party will, without prior written approval of the other party, reference such other party in any advertisement, website, newspaper, publication, periodical or any other communication, and shall keep the contents of this Agreement confidential in accordance with the provisions set forth herein.

e.             THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THE AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES TO THE EXTENT SUCH APPLICATION WOULD CAUSE THE LAWS OF A DIFFERENT STATE TO APPLY. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party

f.               If any provision or condition of this Agreement is held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement.

g.             This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. The Agreement may not be modified or amended except by written agreement.

h.              This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

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

Exhibit A

Services:

Exhibit 2.1

CERTIFICATE OF FORMATION

OF

Exceed Talent Capital Holdings LLC

A DELAWARE SERIES LIMITED LIABILITY COMPANY

FIRST: The name of the limited liability company is: Exceed Talent Capital Holdings LLC

SECOND: The Corporation's registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.

THIRD: The limited liability company is established pursuant to the Delaware Limited Liability Company Act (the “Act”) and, pursuant to Section 18-215 or Section 18-218 of that Act, may establish separate and distinct series of members, managers, and interests, each having separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series. These series may be established as "protected series" or "registered series" as such terms are used in the Act.

IN WITNESS WHEREOF, the undersigned, being fully authorized to execute and file this document have signed below and executed this Certificate of Formation on this July 14, 2022.

Exhibit 2.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

EXCEED TALENT CAPITAL HOLDINGS LLC

Table of Contents

LIMITED LIABILITY COMPANY AGREEMENT OF EXCEED TALENT CAPITAL HOLDINGS LLC

This LIMITED LIABILITY COMPANY AGREEMENT OF EXCEED TALENT CAPITAL HOLDINGS LLC (this “Agreement”) is dated as of December 7, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.

RECITALS

A. The Company was formed as a series limited liability company under Section 18-215 of the Delaware Act pursuant to a certificate of formation filed with the Secretary of State of the State of Delaware on July 14, 2022.

B. The Managing Member, being the sole Member of the Company, has authorized and approved this Agreement on the terms set forth herein.

AGREEMENT

NOW THEREFORE, the limited liability company agreement of the Company is hereby adopted to read in its entirety as follows:

ARTICLE I – DEFINITIONS

Section 1.01 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Abort Costs” means all fees, costs and expenses incurred in connection with any Series Asset proposals pursued by the Company, the Managing Member or a Series that do not proceed to completion.

“Acquisition Expenses” means in respect of each Series, the following fees, costs and expenses allocable to such Series (or such Series pro rata share of any such fees, costs and expenses allocable to the Company) not otherwise paid for or assumed by the Managing Member and incurred in connection with the evaluation, discovery, investigation, development and acquisition of a Series Asset:

“Additional Economic Member” means a Person admitted as an Economic Member and associated with a Series in accordance with Article III as a result of an issuance of Interests of such Series to such Person by the Company.

“Advisory Board” has the meaning assigned to such term in Section 5.04(a).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning assigned to such term in the preamble.

“Allocation Policy” means the allocation policy of the Company adopted by the Managing Member in accordance with Section 5.01.

“Broker” means any Person who has been appointed by the Company (and as the Managing Member may select in its reasonable discretion) and specified in any Series Designation to provide execution and other services relating to an Initial Offering to the Company, or its successors from time to time, or any other broker in connection with any Initial Offering.

“Brokerage Fee” means the fee payable to the Broker for the purchase by any Person of Interests in an Initial Offering equal to an amount agreed between the Managing Member and the Broker from time to time and specified in any Series Designation.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are authorized or required to close.

“Capital Contribution” means with respect to any Member, the amount of cash and the initial Gross Asset Value of any other property contributed or deemed contributed to the capital of a Series by or on behalf of such Member, reduced by the amount of any liability assumed by such Series relating to such property and any liability to which such property is subject.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“Company” means Exceed Talent Capital Holdings LLC, a Delaware series limited liability company, and any successors thereto.

“Conflict of Interest” means any matter that the Managing Member believes may involve a conflict of interest that is not otherwise addressed by the Allocation Policy.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18 101, et seq.

“DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq.

“Economic Member” means together, the Investor Members, Additional Economic Members (including any Person who receives Interests in connection with any goods or services provided to a Series (including in respect of the sale of a Series Asset to that Series)) and their successors and assigns admitted as Additional Economic Members and Substitute Economic Members, in each case who is admitted as a Member of such Series, but shall exclude the Managing Member in its capacity as Managing Member. For the avoidance of doubt, the Managing Member or any of its Affiliates shall be an Economic Member to the extent it purchases Interests in a Series.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses and Liabilities” has the meaning assigned to such term in Section 5.05(a).

“Free Cash Flow” means any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series), (ii) any amortization to the relevant Series Asset (as shown on the income statement of such Series), (iii) any depreciation to the relevant Series Asset (as shown on the income statement of such Series), and (iv) any other non-cash Operating Expenses less (a) any non-operating income (or plus any non-operating loss) resulting from a Monetization Event and included in net income, (b) any capital expenditure related to the Series Asset (as shown on the cash flow statement of such Series), (c) any other liabilities or obligations of the Series, in each case to the extent not already paid or provided for, and (d) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding as allocated to the relevant Series in accordance with Section 6.05.

“Form of Adherence” means, in respect of an Initial Offering or Subsequent Offering, a subscription agreement or other agreement substantially in the form appended to the Offering Document pursuant to which an Investor Member or Additional Economic Member agrees to adhere to the terms of this Agreement or, in respect of a Transfer, a form of adherence or instrument of Transfer, each in a form satisfactory to the Managing Member from time to time, pursuant to which a Substitute Economic Member agrees to adhere to the terms of this Agreement.

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“Gross Asset Value” means, with respect to any asset contributed by an Economic Member to a Series, the gross fair market value of such asset as determined by the Managing Member.

“Indemnified Person” means (a) any Person who is or was an Officer of the Company or associated with a Series, (b) any Person who is or was a Managing Member or Liquidator, together with its officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors, (c) any Person who is or was serving at the request of the Company as an officer, director, member, manager, partner, fiduciary or trustee of another Person; provided, that, except to the extent otherwise set forth in a written agreement between such Person and the Company or a Series, a Person shall not be an Indemnified Person by reason of providing, on a fee for services basis, trustee, fiduciary, administrative or custodial services, (d) any member of the Advisory Board appointed by the Managing Member pursuant to Section 5.04, and (e) any Person the Managing Member designates as an Indemnified Person for purposes of this Agreement.

“Initial Member” means the Person identified in the Series Designation of such Series as the Initial Member associated therewith.

“Initial Offering” means the first offering or private placement and issuance of any Series, other than the issuance to the Initial Member.

“Interest” means an interest in a Series issued by the Company that evidences a Member’s rights, powers and duties with respect to the Company and such Series pursuant to this Agreement and the Delaware Act.

“Interest Designation” has the meaning ascribed in Section 3.03(f).

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Members” mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

“Liquidator” means one or more Persons selected by the Managing Member to perform the functions described in Section 11.02 as liquidating trustee of the Company or a Series, as applicable, within the meaning of the Delaware Act.

“Management Fee” means, in respect of each Series, a fee equal to five percent (5%) (or such other amount specified in the applicable Series Designation) of the gross income received by the Series, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP.

“Managing Member” means, as the context requires, the managing member of the Company or the managing member of a Series.

“Member” means each member of the Company associated with a Series, including, unless the context otherwise requires, the Initial Member, the Managing Member, each Economic Member (as the context requires), each Substitute Economic Member and each Additional Economic Member.

“Monetization Event” means a final sale or disposition of one or more Series Assets of a Series, and designated a Monetization Event by the Managing Member of such Series.

“National Securities Exchange” means an exchange registered with the SEC under Section 6(a) of the Exchange Act.

“Offering Document” means, with respect to any Series or the Interests of any Series, the prospectus, offering memorandum, offering circular, offering statement, offering circular supplement, private placement memorandum or other offering documents related to the Initial Offering of such Interests, in the form approved by the Managing Member and, to the extent required by applicable law, approved or qualified, as applicable, by any applicable Governmental Entity, including without limitation the SEC.

“Offering Expenses” means fees, costs and expenses incurred in connection with executing an offering of Interests in one or more Series, consisting of broker fees and commissions, legal, accounting, escrow and compliance costs related to such offering, but excluding the Brokerage Fee.

“Officers” means any president, vice president, secretary, treasurer or other officer of the Company or any Series as the Managing Member may designate (which shall, in each case, constitute managers within the meaning of the Delaware Act).

“Operating Expenses” means in respect of each Series, the following fees, costs and expenses allocable to such Series or such Series pro rata share (as determined by the Allocation Policy, if applicable) of any such fees, costs and expenses allocable to the Company:

(a) any and all fees, costs and expenses incurred in connection with the management of a Series Asset, including import taxes, income taxes, storage, security, valuation, custodial, marketing and utilization of the Series Asset;

(b) any fees, costs and expenses, excluding all Offering Expenses, incurred in connection with preparing any reports and accounts of each Series of Interests, including any blue sky filings required in order for a Series of Interest to be made available to investors in certain states and any annual audit of the accounts of such Series of Interests (if applicable) and any reports to be filed with the SEC including periodic reports on Forms 1-K, 1-SA and 1-U;

(c) any and all insurance premiums or expenses, including directors and officer’s insurance of the directors and/or officers of the Managing Member, in connection with the Series Asset;

(d) any withholding or transfer taxes imposed on the Company or a Series or any of the Members as a result of its or their earnings, investments or withdrawals;

(e) any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements;

(f) any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a Series or the Managing Member in connection with the affairs of the Company or a Series;

(g) the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a Series;

(h) all custodial fees, costs and expenses in connection with the holding of a Series Asset or Interests;

(i) any fees, costs and expenses of a third-party registrar and transfer agent appointed by the Managing Member in connection with a Series;

(j) the cost of the audit of the Company’s annual financial statements and the preparation of its tax returns and circulation of reports to Economic Members;

(k) the cost of any audit of a Series annual financial statements, the fees, costs and expenses incurred in connection with making of any tax filings on behalf of a Series and circulation of reports to Economic Members;

(l) any indemnification payments to be made pursuant to Section 5.05;

(m) the fees and expenses of the Company’s or a Series counsel in connection with advice directly relating to the Company’s or a Series’ legal affairs, other than Offering Expenses;

(n) the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by the Managing Member in connection with the operations of the Company or a Series;

(o) the costs related to efforts to monetize and/or increase the value of Series Assets, including, but not limited to, marketing and promotional activities as deemed appropriate in the Managing Member’s reasonable judgment; and

(p) any similar expenses that may be determined to be Operating Expenses, as determined by the Managing Member in its reasonable discretion.

“Operating Expenses Reimbursement Obligation(s)” has the meaning ascribed in Section 6.04(c).

“Outstanding” means all Interests that are issued by the Company and reflected as outstanding on the Company’s books and records as of the date of determination.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.

“Record Date” means the date established by the Managing Member for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members associated with any Series or entitled to exercise rights in respect of any lawful action of Members associated with any Series or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“Record Holder or holder” means the Person in whose name such Interests are registered on the books of the Company as of the opening of business on a particular Business Day, as determined by the Managing Member in accordance with this Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Series” has the meaning assigned to such term in Section 3.03(a).

“Series Assets” means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

“Series Designation” has the meaning assigned to such term in Section 3.03(a).

“Sourcing Fee” means the sourcing fee which is paid to the Managing Member at the closing of the Initial Offering of a Series as consideration for assisting in the sourcing of such Series Asset and as specified in each Series Designation, to the extent not waived by the Managing Member in its sole discretion.

“Subsequent Offering” means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

“Substitute Economic Member” means a Person who is admitted as an Economic Member of the Company and associated with a Series pursuant to Section 4.01(b) as a result of a Transfer of Interests to such Person.

“Super Majority Vote” means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two-thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

“Transfer” means, with respect to an Interest, a transaction by which the Record Holder of an Interest assigns such Interest to another Person who is or becomes a Member, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

“U.S. GAAP” means United States generally accepted accounting principles consistently applied, as in effect from time to time.

Section 1.02 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to paragraphs, Articles and Sections refer to paragraphs, Articles and Sections of this Agreement; (c) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation; (d) the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (e) or has the inclusive meaning represented by the phrase and/or; (f) unless the context otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (g) references to any Person shall include all predecessors of such Person, as well as all permitted successors, assigns, executors, heirs, legal representatives and administrators of such Person; and (h) any reference to any statute or regulation includes any implementing legislation and any rules made under that legislation, statute or statutory provision, whenever before, on, or after the date of the Agreement, as well as any amendments, restatements or modifications thereof, as well as all statutory and regulatory provisions consolidating or replacing the statute or regulation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

ARTICLE II - ORGANIZATION

Section 2.01 Formation. The Company has been formed as a series limited liability company pursuant to Section 18-215 of the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Members and the administration, dissolution and termination of the Company and each Series shall be governed by the Delaware Act.

Section 2.02 Name. The name of the Company shall be Exceed Talent Capital Holdings LLC. The business of the Company and any Series may be conducted under any other name or names, as determined by the Managing Member. The Managing Member may change the name of the Company at any time and from time to time and shall notify the Economic Members of such change in the next regular communication to the Economic Members or by press release or the filing of a report with the SEC disclosing such change.

Section 2.03 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the Managing Member in its sole discretion, the registered office of the Company in the State of Delaware shall be as set forth in the Certificate of Formation, and the registered agent for service of process on the Company and each Series in the State of Delaware shall be as set forth in the Certificate of Formation. The principal office of the Company shall be located at 160 Varick Street, New York, New York 10013 or such other place as the Managing Member may from time to time designate by notice to the Economic Members associated with the applicable Series or by press release or the filing of a report with the SEC disclosing the location of such principal office. The Company and each Series may maintain offices at such other place or places within or outside the State of Delaware as the Managing Member determines to be necessary or appropriate. The Managing Member may change the registered office, registered agent or principal office of the Company or of any Series at any time and from time to time and shall notify the applicable Economic Members of such change in the next regular communication to such Economic Members or by press release or the filing of a report with the SEC.

Section 2.04 Purpose. The purpose of the Company and, unless otherwise provided in the applicable Series Designation, each Series shall be to promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a series limited liability company organized pursuant to the Delaware Act, and to conduct any and all activities related or incidental to the foregoing purpose.

Section 2.05 Powers. The Company, each Series and, subject to the terms of this Agreement, the Managing Member shall be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes described in Section 2.04.

Section 2.06 Power of Attorney.

(a) Each Economic Member hereby constitutes and appoints the Managing Member and, if a Liquidator shall have been selected pursuant to Section 11.02, the Liquidator, and each of their authorized officers and attorneys in fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney in fact, with full power and authority in his or her name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof) that the Managing Member, or the Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all other jurisdictions in which the Company or any Series may conduct business or own property; (B) all certificates, documents and other instruments that the Managing Member, or the Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to reflect the dissolution, liquidation or termination of the Company or a Series pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal or substitution of any Economic Member pursuant to, or in connection with other events described in, Article III or Article XI; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any Series of Interest issued pursuant to Section 3.03; (F) all certificates, documents and other instruments that the Managing Member or Liquidator determines to be necessary or appropriate to maintain the separate rights, assets, obligations and liabilities of each Series; and (G) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company; and

(ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by any of the Members hereunder or is consistent with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when any provision of this Agreement that establishes a percentage of the Members or of the Members of any Series required to take any action, the Managing Member, or the Liquidator, may exercise the power of attorney made in this Section 2.06(a) only after the necessary vote, consent, approval, agreement or other action of the Members or of the Members of such Series, as applicable.

Nothing contained in this Section 2.06 shall be construed as authorizing the Managing Member, or the Liquidator, to amend, change or modify this Agreement except in accordance with Article XII or as may be otherwise expressly provided for in this Agreement.

(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Economic Member and the transfer of all or any portion of such Economic Members Interests and shall extend to such Economic Members heirs, successors, assigns and personal representatives. Each such Economic Member hereby agrees to be bound by any representation made by any officer of the Managing Member, or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Economic Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Managing Member, or the Liquidator, taken in good faith under such power of attorney in accordance with this Section 2.06. Each Economic Member shall execute and deliver to the Managing Member, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the Managing Member or the Liquidator determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.

Section 2.07 Term. The term of the Company commenced on the day on which the Certificate of Formation was filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act. The existence of each Series shall commence upon the effective date of the Series Designation establishing such Series, as provided in Section 3.03. The term of the Company and each Series shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of Article XI. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.

Section 2.08 Title to Assets. All Interests shall constitute personal property of the owner thereof for all purposes and a Member has no interest in specific assets of the Company or applicable Series Assets. Title to any Series Assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Series to which such asset was contributed or by which such asset was acquired, and none of the Company, any Member, Officer or other Series, individually or collectively, shall have any ownership interest in such Series Assets or any portion thereof. Title to any or all of the Series Assets may be held in the name of the relevant Series or one or more nominees, as the Managing Member may determine. All Series Assets shall be recorded by the Managing Member as the property of the applicable Series in the books and records maintained for such Series, irrespective of the name in which record title to such Series Assets is held.

Section 2.09 Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware, such filing being hereby confirmed, ratified and approved in all respects. The Managing Member shall use reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a series limited liability company in the State of Delaware or any other state in which the Company or any Series may elect to do business or own property. To the extent that the Managing Member determines such action to be necessary or appropriate, the Managing Member shall, or shall direct the appropriate Officers, to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a series limited liability company under the laws of the State of Delaware or of any other state in which the Company or any Series may elect to do business or own property, and if an Officer is so directed, such Officer shall be an authorized person of the Company and, unless otherwise provided in a Series Designation, each Series within the meaning of the Delaware Act for purposes of filing any such certificate with the Secretary of State of the State of Delaware. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.

ARTICLE III - MEMBERS, SERIES AND INTERESTS

Section 3.01 Members.

(a) Subject to Section 3.01(b), a Person shall be admitted as an Economic Member and Record Holder either as a result of an Initial Offering, Subsequent Offering, a Transfer or at such other time as determined by the Managing Member, and upon (i) agreeing to be bound by the terms of this Agreement by completing, signing and delivering to the Managing Member, a completed Form of Adherence, which is then accepted by the Managing Member, (ii) the prior written consent of the Managing Member, and (iii) otherwise complying with the applicable provisions of Article III and Article IV.

(b) The Managing Member may withhold its consent to the admission of any Person as an Economic Member for any reason, including when it determines in its reasonable discretion that such admission could: (i) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of any Series of Interests, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act (which limitations may be waived by the Managing Member in its sole discretion), (ii) could adversely affect the Company or a Series or subject the Company, a Series, the Managing Member or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, any Series, the Managing Member or any of their respective Affiliates to any tax to which it would not otherwise be subject, (iii) cause the Company to be required to register as an investment company under the Investment Company Act, (iv) cause the Managing Member or any of its Affiliates being required to register under the Investment Advisers Act, (v) cause the assets of the Company or any Series to be treated as plan assets as defined in Section 3(42) of ERISA, or (vi) result in a loss of (A) partnership status by the Company for US federal income tax purposes or the termination of the Company for US federal income tax purposes or (B) corporation taxable as an association status for US federal income tax purposes of any Series or termination of any Series for US federal income tax purposes. A Person may become a Record Holder without the consent or approval of any of the Economic Members. A Person may not become a Member without acquiring an Interest.

(c) The name and mailing address (or other identifying information as deemed appropriate by the Managing Member) of each Member shall be listed on the books and records of the Company and each Series maintained for such purpose by the Company and each Series. The Managing Member shall update the books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein.

(d) Except as otherwise provided in the Delaware Act and subject to Section 3.01(e) and Section 3.03 relating to each Series, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

(e) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member.

(f) Unless otherwise provided herein, and subject to Article XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign or redeem their Interests from the Company; provided that when a transferee of a Members Interests becomes a Record Holder of such Interests, such transferring Member shall cease to be a Member of the Company with respect to the Interests so transferred and that Members of a Series shall cease to be Members of such Series when such Series is finally liquidated in accordance with Section 11.03.

(g) Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company or a Series, including business interests and activities in direct competition with the Company or any Series. None of the Company, any Series or any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

(h) Exceed Talent Capital LLC was appointed as the Managing Member of the Company with effect from the date of the formation of the Company and shall continue as Managing Member of the Company until the earlier of (i) the dissolution of the Company pursuant to Section 11.01(a), or (ii) its removal or replacement pursuant to Section 4.03 or Article X. Except as otherwise set forth in the Series Designation, the Managing Member of each Series shall be Exceed Talent Capital LLC until the earlier of (i) the dissolution of the Series pursuant to Section 11.01(b) or (ii) its removal or replacement pursuant to Section 4.03 or Article X.

Section 3.02 Capital Contributions.

(a) The minimum number of Interests a Member may acquire is one (1) Interest or such higher amount as the Managing Member may determine from time to time and as specified in each Series Designation, as applicable. Persons acquiring Interests through an Initial Offering or Subsequent Offering shall make a Capital Contribution to the Company in an amount equal to the per share price determined in connection with such Initial Offering or Subsequent Offering and multiplied by the number of Interests acquired by such Person in such Initial Offering or Subsequent Offering, as applicable. Persons acquiring Interests in a manner other than through an Initial Offering or Subsequent Offering or pursuant to a Transfer shall make such Capital Contribution as shall be determined by the Managing Member in its sole discretion.

(b) Except as expressly permitted by the Managing Member, in its sole discretion (i) initial and any additional Capital Contributions to the Company or Series as applicable, by any Member shall be payable in cash and (ii) initial and any additional Capital Contributions shall be payable in one installment and shall be paid prior to the date of the proposed acceptance by the Managing Member of a Person’s admission as a Member to a Series (or a Member’s application to acquire additional Interests) (or within five business days thereafter with the Managing Member’s approval). No Member shall be required to make an additional capital contribution to the Company or Series but may make an additional Capital Contribution to acquire additional interests at such Member’s sole discretion.

(c) Except to the extent expressly approved by the Managing Member or provided in this Agreement (including any Series Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any Interests of a Series shall have priority over any other Member holding Interests of the same Series either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company or any Series on any Capital Contributions; and (iv) no Economic Member, in its capacity as such, shall participate in the operation or management of the business of the Company or any Series, transact any business in the Company or any Series name or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member.

Section 3.03 Series of the Company.

(a) Establishment of Series. Subject to the provisions of this Agreement, the Managing Member may, at any time and from time to time and in compliance with Section 3.03(c), cause the Company to establish in writing (each, a “Series Designation”) one or more series as such term is used under Section 18-215 of the Delaware Act (each a “Series”). The Series Designation shall relate solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Interests associated with any other Series, or the Members associated therewith. The terms and conditions for each Series established pursuant to this Section 3.03(a) shall be as set forth in this Agreement and the Series Designation, as applicable, for the Series. Upon approval of any Series Designation by the Managing Member, such Series Designation shall be attached to this Agreement as an Exhibit until such time as none of such Interests of such Series remain Outstanding.

(b) Series Operation. Each of the Series shall operate to the extent practicable as if it were a separate limited liability company.