THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THIS INVESTMENT INVOLVES A DEGREE OF RISK THAT MAY NOT BE SUITABLE FOR ALL PERSONS. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF A SIGNIFICANT PORTION OF THEIR INVESTMENT SHOULD PARTICIPATE IN THE INVESTMENT. (SEE “RISK FACTORS” BELOW.)

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. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE SALE THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Form 1-A/A Offering Circular

Regulation A Tier 2 Offering

Offering Circular

For

Stock-Wars, LLC

A Nevada Limited Liability Company

April 4, 2025

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

Stock-Wars, LLC (“Stock-Wars”, the “Issuer”, or the “Company”) is a Nevada limited liability company offering (the “Offering”) by means of this offering circular (the “Offering Circular”), Company equity in the form of Class A Units (the “Class A Units”) denominated in the form of Units (the “Class A Units”). The Company intends to use the proceeds of this Offering (“Proceeds”) to commence operations of the Company.

Persons who purchase Class A Units will be members of the Company and will hereinafter be referred to as “Investors” or in the singular an “Investor.”

The minimum investment amount per Investor is One Thousand Dollars ($1,000.00) for the Offering (the “Minimum Investment Amount”). Each Class A Unit will be sold at Ten Dollars $10.00 per Class A Unit. Therefore, the Minimum Investment Amount will be for 100 Class A Units. The Company does not intend to list the Class A Units for trading on any exchange or other trading market (See “Description of the Securities” below.)

Sales of the Class A Units pursuant to this Regulation A Tier 2 Offering will commence immediately upon qualification by the Securities and Exchange Commission (the “Effective Date”) and will terminate on the earliest of: (a) the date the Company, in its sole discretion, elects to terminate, (b) the date upon which all Units have been sold, or (c) exactly 12 months after the Effective Date (the “Offering Period”).

Proceeds from this Offering will be held in escrow until the Minimum Offering Amount is met. The escrow account (the “Escrow Account”) is administered by Old Glory Bank (“Escrow Agent”) as escrow agent. (See “Plan of Distribution” below.)

Prior to this Offering, there has been no public market for the Class A Units, and none is expected to develop. The Offering price is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Class A Units on any securities market. Investing in the Company through the purchase of Class A Units involves risk, some of which are set forth below. See the section titled “Risk Factors” to read about the factors an Investor should consider prior to purchasing Class A Units.

Investors who purchase Class A Units will become Members of the Company (“Members” or in the singular a “Member”) subject to the terms of the Operating Agreement of Stock-Wars, LLC (See Exhibit 2, the “Operating Agreement”) once the Company deposits the Investor’s investment into the Company’s escrow account (if the Minimum Offering Amount has not yet been met at the time of investment) or in the Company’s main operating account (if the Minimum Offering Amount has been met at the time of investment).

If the Company’s gross Proceeds received do not meet the Minimum Offering Amount, the funds will be returned to Investors. When the gross Proceeds received exceeds the Minimum Offering Amount, the funds will be released from the escrow account (administered by the Escrow Agent) and deposited into the Company’s operating account.

The Offering is on an ongoing basis to Investors who meet the Investor suitability standards as set forth herein. (See “Investor Suitability Standards” below). The Company will offer Class A Units through its own website www.Stock-Wars.com (“Platform”) and through Andes Capital Group, an Illinois Limited Liability Company (“Andes” or the “Broker-Dealer”) as a FINRA registered broker-dealer for its services in this transaction. For performing broker-dealer functions in connection with this Offering, the Broker-Dealer and any other broker-dealers will receive up to one percent (1%) Brokerage Commission.

The Company reserves the right to engage additional broker-dealers, or “Selling Group Members,” who are members of FINRA, to assist in the sale of the Units. At each closing date, the net proceeds for such closing will be disbursed to the Company and Units relating to such net proceeds will be issued to their respective investors. The Company expects to commence the sale of the Units as of the date on which the offering statement is declared qualified by the United States Securities and Exchange Commission, or the “SEC,” and terminate the offering on earliest of: (i) the date the Company sells the Maximum Offering Amount; (ii) the first anniversary of the date of qualification of this offering statement; or (iii) such date upon which the Company determines to terminate the offering, in its sole discretion. Notwithstanding the previous sentence, the Company has the right, in its sole discretion, to extend this offering beyond the first anniversary of the date of qualification for an additional year. See “Plan of Distribution” for more details.

The Manager and Affiliates will receive compensation and income from the Company and is subject to certain conflicts of interest. (See “Risk Factors”, “Compensation of the Manager” and “Conflicts of Interest” below.) Investing in the Class A Units is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. (See “Risk Factors” on Page 9 below). There are material income tax risks associated with investing in the Company that prospective Investors should consider. (See “Income Tax Considerations” below.)

As of the date of this Offering Circular, the Company has engaged KoreTransfer USA LLC (“KoreTransfer”) as transfer agent for this Offering.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)((F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN ONE (1) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D) (3)(I)((F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE UNITS DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

The Company will commence sales of the Class A Units immediately upon qualification of the Offering by the SEC. The Company approximates sales will commence within Q1 – 2025.

*The Offering price to Investors was arbitrarily determined by the Manager.

** The Company is not using an underwriter for the sale of Units. These commissions listed are those for Andes, a FINRA broker-dealer. The Company has agreed to pay Andes a one-percent (1%) commission on the amounts raised as well as $7,750.00 of fees related to services in connection with the Offering. If Andes introduces a potential investor who does invest in the Company, Andes would receive a six percent (6%) commission on the amount raised. If Andes’ efforts lead to all Units sold ($15,000,000) the maximum commissions to be charged would be $900,000.00. The commissions due to Andes are conditional on the services provided by Andes with respect to any one sale. See “Plan of Distribution”.

EXPLANATORY NOTE

This Amendment to the Form 1-A/A solely reflects a change in the escrow agent.

TABLE OF CONTENTS

SUMMARY OF THE BUSINESS

The Company is developing a skills-based real-money stock market game called Stock-Wars. Stock-Wars is a simulated stock market experience in which the participants, who are called Portfolio Managers or “PMs”, build portfolios of stocks with virtual funds called a War Chest and attempt to achieve returns greater than the other PMs against whom they are competing. The Company intends to offer a diverse line of Portfolio Challenges that will mimic the fantasy games offered by online gaming entities such as Draft Kings and FanDuel while providing a real time simulated stock trading experience. Anyone from a novice to a seasoned investor can play Stock-Wars. Stock-Wars will be available online and through a mobile app.

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Operating Agreement, a copy of which is attached hereto as Exhibit 2 should be carefully read in its entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Operating Agreement, the Operating Agreement shall prevail, and control and no Investor should rely on any reference herein to the Operating Agreement without consulting the actual underlying document.

The Company was organized under the laws of Nevada on August 8, 2024. The Company has not had any revenue and has not commenced operations as of the date of this Offering Circular. The Company expects to begin operations promptly after the Proceeds from the sale of Class A Units pursuant to this Offering are released from escrow by the Escrow Agent.

TREASURY DEPARTMENT CIRCULAR 230 NOTICE. TO ENSURE COMPLIANCE WITH CIRCULAR 230, INVESTORS ARE HEREBY NOTIFIED THAT: (I) ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERENCED TO IN THIS CIRCULAR IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CODE; (II) ANY SUCH DISCUSSION IS MADE IN CONNECTION WITH THE PROMOTION AND MARKETING BY THE ISSUER OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS CIRCULAR; AND (III) INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

THIS CIRCULAR HAS BEEN PREPARED FROM DATA SUPPLIED BY SOURCES DEEMED RELIABLE BY THE COMPANY AND DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF ANY MATERIAL FACT. IT CONTAINS A SUMMARY OF MATERIAL PROVISIONS OF DOCUMENTS REFERRED TO HEREIN. STATEMENTS MADE WITH RESPECT TO THE PROVISIONS OF SUCH DOCUMENTS ARE NOT COMPLETE AND REFERENCE IS MADE TO THE ACTUAL DOCUMENTS FOR COMPLETE REVIEW. THIS CIRCULAR IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENTS AS THEY MAY BE AMENDED, AND ALL DOCUMENTS RELATED THERETO, COPIES OF WHICH WILL BE MADE AVAILABLE UPON REQUEST AND SHOULD BE THOROUGHLY REVIEWED PRIOR TO PURCHASING A BOND.

FLORIDA RESIDENTS: INVESTORS WHO RESIDE IN FLORIDA ARE PROVIDED A THREE (3) DAY RIGHT OF RESCISSION OF ANY INVESTMENT TENDERED TO THE FUND AND CALCULATED FROM THE DATE OF THE SUBSCRIPTION.

NASAA LEGEND

BY ACCEPTANCE OF THIS CIRCULAR, PROSPECTIVE INVESTORS RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A PURCHASE OF THE BONDS. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO NON-UNITED STATES RESIDENTS

IT IS THE RESPONSIBILITY OF ANY ENTITIES WISHING TO PURCHASE THE BONDS TO SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

BY ACCEPTANCE OF THIS CIRCULAR, INVESTORS RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A PURCHASE OF THE BONDS. THE CONTENTS OF THIS CIRCULAR SHOULD NOT BE CONSIDERED TO BE INVESTMENT, TAX, OR LEGAL ADVICE AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH THEIR OWN COUNSEL AND ADVISORS AS TO ALL MATTERS CONCERNING AN INVESTMENT IN THIS OFFERING.

PATRIOT ACT RIDER

THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN ADDITION, THE INVESTOR HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS:

(1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001.

THE MANAGEMENT OF THE COMPANY HAS PROVIDED ALL OF THE INFORMATION STATED HEREIN.

THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF THIS INFORMATION OR, IN THE CASE OF PROJECTIONS, ESTIMATES, FUTURE PLANS, OR FORWARD LOOKING ASSUMPTIONS OR STATEMENTS, AS TO THEIR ATTAINABILITY OR THE ACCURACY AND COMPLETENESS OF THE ASSUMPTIONS FROM WHICH THEY ARE DERIVED, AND IT IS EXPECTED THAT EACH PROSPECTIVE INVESTOR WILL PURSUE HIS, HER, OR ITS OWN INDEPENDENT INVESTIGATION.

IT MUST BE RECOGNIZED THAT ESTIMATES OF THE COMPANY’S PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY AND MAY VARY MATERIALLY FROM ACTUAL RESULTS.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

The Class A Units are being offered and sold only to “Qualified Purchasers” (as defined in Regulation A under the Act). As a Tier II Offering pursuant to Regulation A under the Act, this Offering is exempt from state law “blue sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that the Class A Units offered hereby are offered and sold only to Qualified Purchasers or at a time when the Class A Units are listed on a national securities exchange, if at all.

Qualified purchasers include: (i) “Accredited Investors” under Rule 501(a) of Regulation D; and (ii) all other non-Accredited Investors so long as their investment in the Class A Units does not represent more than ten percent (10.00%) of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (excluding the value of the Investor’s primary residence and any loans secured by the residence (up to the value of the residence)), or ten percent (10.00% ) of the greater of annual revenue, alone or together with a spouse or spousal equivalent, or net assets at fiscal year-end (for non-natural persons).

The Class A Units are offered hereby and sold to Investors that are within both categories (i.e., Accredited Investors and non-Accredited Investors whose investment in the Class A Units does not represent more than ten percent (10.00%) of the applicable amount). Accordingly, the Company reserves the right to reject any Investor’s subscription in whole or in part for any reason, including if the Company determines in its sole and absolute discretion that such Investor is not a Qualified Purchaser for purposes of Regulation A.

For purposes of determining whether a potential Investor is a Qualified Purchaser (who is not an Accredited Investor), annual income and net worth should be calculated as provided in the Accredited Investor definition under Rule 501 of Regulation D.

FORWARD LOOKING STATEMENTS

Investors should not rely on forward-looking statements because they are inherently uncertain. Investors should not rely on forward-looking statements in this Offering Circular. This Offering Circular contains forward-looking statements that involve risks and uncertainties. The use of words such as “anticipated,” “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects,” “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will”, and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular, and the Company undertakes no obligation to publicly update or revise any ‎forward-looking information, ‎other than as required by applicable law.

An investment in the Class A Units is suitable only for Investors who have the knowledge and experience to independently evaluate Stock-Wars LLC, its business, and prospects. This Circular contains limited information on the Company. While the Company believes the information contained in the Circular is accurate, such documents are not meant to contain an exhaustive discussion regarding the Company. The Company cannot guarantee a prospective Investor that the abbreviated nature of the Circular will not omit to state a material fact, which a prospective Investor may believe to be an important factor in determining if an investment in the Class A Units is appropriate. As a result, prospective Investors are required to undertake their own due diligence of the Company, its current and proposed business and operations, the management, and financial condition to verify the accuracy and completeness of the information provided in this Circular.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION, OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, AS NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR.

Any such inquiries or requests for additional information or documents should be made in writing to us, addressed as follows: Attn: Investor Relations, Stock-Wars, LLC, 11318 Davenport Street Omaha, Nebraska, 68154.

RISK FACTORS

Any investment in the Class A Units involves a significant degree of risk and is suitable only for Investors who have no need for liquidity in this investment. When analyzing this Offering, prospective Investors should carefully consider each of the following risks.

Unforeseen Changes

While the Company has enumerated certain material risk factors herein, it is impossible to know all risks which may arise in the future. In particular, Investors may be negatively affected by changes in any of the following: (i) laws, rules, and regulations; (ii) regional, national, global economic factors, and/or business trends; (iii) the capacity, circumstances, and relationships of partners of the Company, the Manager and their Affiliates; or (iv) the presence, availability, or discontinuation of business and/or tax incentives.

The Company continuously encounters changes in its operating environment, and the Company may have fewer resources than some of its competitors to continue to adjust to those changes. The operating environment of the Company is undergoing rapid changes, with frequent introductions of laws, regulations, competitors, market approaches, and economic impacts. Future success will depend, in part, upon the ability of the Company to address the needs of its Investors, sponsors, and clients by adapting to those changes and providing products and services that will satisfy the demands of their respective businesses and projects. Many of the competitors have substantially greater resources to adapt to those changes. The Company may not be able to effectively react to all of the changes in its operating environment or be successful in adapting its products, services, and approach.

INVESTMENT RISKS

The Offering Price and Minimum Investment Amount have been arbitrarily determined by the Company and do not reflect the value of the assets that have been or will be acquired by the Company.

The Offering price per Class A Unit and the Minimum Investment Amount have been arbitrarily determined by the Company and do not bear any relationship to the assets that have been or are to be acquired by the Company or any other established criteria or indicia for valuing a business. The Manager may (in its sole and absolute discretion) accept or require a lesser or greater Minimum Investment Amount. In addition, the assets that are to be acquired by the Company could have a higher or lower value than the Offering price, which may result in the valuation of the Company being lower or higher than the Offering price.

Investment in the Class A Units is speculative, and each Investor assumes the risk of losing his, her, or its entire investment.

Investment in these Class A Units is speculative, and by investing, each Investor assumes the risk of losing the entire investment. The Company has limited operations as of the date of this Offering Circular and will be solely dependent upon the efforts of the Manager to develop and manage the Project, all of which are subject to the risks described herein. Accordingly, only Investors who are able to bear the loss of their entire investment and who otherwise meet the Investor Suitability Standards should consider purchasing these Class A Units.

The Company’s ability to commence operations is dependent on its ability to raise funds.

In order to execute its planned development operations, the Company will require capital for the development expenses of the Project. The Company’s ability to commence operations is largely dependent upon its ability to raise funds through this Offering and thereby developing the Project. Investors should be aware that there is no assurance that the Company will obtain capital investments necessary to commence operations and become profitable.

There is limited governmental review.

This Offering has been qualified by the U.S. Securities and Exchange Commission. This Offering will be exempted by state securities laws and regulators. Therefore, the Offering is largely subject to limited governmental review.

There is limited transferability of Class A Units and no public market for the Class A Units.

Although the Company may attempt to redeem Class A Units when possible, in the Manager’s sole and absolute discretion, there is no assurance that the Company will be able to redeem your Class A Units. There is no public market for the Class A Units, and none is expected to develop in the future. Even if a potential buyer could be found, the transferability of these Class A Units may be limited. Any sale or transfer of these Class A Units also requires compliance with terms in the Operating Agreement which includes the prior written consent of the Manager. Investors must be capable of bearing the economic risks of this investment with the understanding that these Class A Units may not be liquidated by resale or redemption and should expect to hold their Class A Units as a long-term investment.

There is no guarantee of reaching the Minimum Offering Amount or the Maximum Offering Amount.

Initial investment funds will be placed in an escrow account while the Company raises the Minimum Offering Amount. The escrow period could last as long as 12 months and could be extended by the Company. Investors will not be able to revoke their investment while their investment funds are in escrow. Investors should be prepared for a lack of liquidity during the escrow period. There is no assurance that the Company will obtain capital investments equal to the Minimum Offering Amount or the Maximum Offering Amount.

Investors are not independently represented by the Company’s attorneys and should seek their own independent counsel.

The Investors in the Company have not been represented by independent counsel with respect to this Offering. Attorneys assisting in the formation of the Company and the preparation of this Offering Circular have represented only the Company and its Manager and Affiliates. (See “Conflicts of Interest” below.)

No assurance can be provided that the Maximum Offering Amount will provide adequate working capital and/or will absolve the need for additional financing.

In the opinion of the Company, if the maximum number of Class A Units being offered is sold, the Company may have sufficient working capital to achieve its planned operations. However, there can be no assurance that even if the maximum number of Class A Units is sold that the Company would not be required to seek alternative or additional sources of financing. The Company is not restricted in the application of the funds as provided within this Offering Circular under the caption “Use of Proceeds” below.

Terms of the Class A Units may not be favorable to prospective Investors.

The Company has set the terms of the Class A Units in a manner which is favorable to the Company and has not tried to consider the favorability or suitability of such terms for any prospective Investors.

CONFLICT OF INTEREST RISKS

There is reliance on key personnel to make all decisions with respect to the management of the Company, therefore, Investors will have very limited choice in the management decisions.

The Manager will make virtually all decisions with respect to the management and day-to-day operations of the Company including, without limitation, the development of the Project and the terms of any transaction. The Manager is Stock-Wars Management LLC who is managed and controlled by Sim-Plee LLC. The Investors will have very limited voice in the management decisions of the Company and can exercise only a limited (if any) amount of control over the Company. The Company gives no assurance that the Company will operate at a profit or positive cash flow. The Company is dependent to a substantial degree on the continued services of the principals of the Manager. In the event of the death, incapacity or other termination of the principals of the Manager, the business and operations of the Company may be adversely affected. Furthermore, all transactions related to the development of the Project will be undertaken by the Company without the Investors having any ability to directly affect such transactions.

The key personnel are not required to devote full-time to the business of the Company.

Employees of the Company and the Manager are not required to devote their respective individual capacities full-time to the Company's affairs, but only such time as the affairs of the Company may reasonably require.

There is no restriction preventing the Company or its Manager and their Affiliates from competing with one another by investing or sponsoring investments similar to those of the Company.

Though they currently have no intention to do so, there is no restriction preventing the Company or any of its Affiliates, principals, or management from competing with one another by investing in or sponsoring the formation of other enterprises similar to the Company. The Manager may make decisions for the Company that may at times favor persons other than the Company. Unless otherwise mandatorily required to the contrary by applicable law, the Company and its Affiliates, and other principals and management are limited from any liability for investment opportunities given to other persons, including (without limitation) Affiliates.

The Company and the Manager are all controlled by Ted Price.

None of the agreements and arrangements between the Affiliates resulted from arm’s length negotiations. See “Compensation of the Manager” below. The Manager has complete discretion on ability, timing and amount of Distributions. There is no assurance that the Company will pay or be able to pay Distributions. The Manager is charged with preparing the Company’s financial reports and will have control over business operations including accounting considerations. Business and accounting operations and determinations could impact the fees that Manager is paid pursuant to the Operating Agreement.

GENERAL BUSINESS RISKS

The Company depends on highly skilled personnel, and if the Company is unable to hire, integrate and retain its personnel, it may not be able to execute its business plan or address competitive challenges.

The Company’s future success will depend upon its ability to attract, hire, integrate and retain highly skilled personnel, including senior management, engineers, designers, and customer support. Competition for highly skilled personnel is intense. The Company will compete with many other companies for engineers, designers with meaningful and relevant experience in designing, developing and managing software, as well as for skilled marketing, operations and customer support professionals, and it may not be successful in attracting and retaining the professionals it needs.

The Company may need to invest significant amounts of cash to attract and retain new and highly skilled employees and may never realize returns on these investments. If the Company is not able to effectively hire, train and retain employees, its ability to achieve its strategic objectives will be adversely impacted and its business, financial condition and results of operations will be harmed.

The Company’s future performance depends on the continued services and contributions of its Chief Executive Officer, Ted Price, who is critical to the development of the Company’s business and growth strategy, the failure to properly develop or manage succession plans or develop leadership talent or the loss of services of key employees could significantly delay or prevent the achievement of the Company’s strategic objectives. From time to time, there may be changes in the Company’s senior management team resulting from the hiring or departure of executives, which could disrupt the Company’s business.

The loss of one or more of the Company’s key employees (including any limitation on the performance of their duties or short term or long term absences as a result of illness) could adversely affect the Company’s business, financial condition and results of operations.

The Company has hired Randall J. Thompson as its Chief Operating Officer. In 2014, Mr. Thompson was convicted for failing to pay over to the IRS the federal income taxes which had been withheld from the employees’ paychecks at his company, American Medical Files, Inc. Mr. Thompson  served six months imprisonment and mandated to pay restitution. The Company will utilize Mr. Price as CEO and Ms. Brooks, as CFO, to address financial matters for the Company and Mr. Thompson will address operational matters.

Delays in the participation in the investment yield by Investors may occur.

There may be a delay between the time subscription funds are accepted from Investors and the time when such funds are deposited into the Company’s main operating account. Such delays may result from the Company having to verify an Investor’s suitability and admissibility as a member, and/or delays while the Company raises the Minimum Offering Amount. After the Minimum Offering Amount has been raised, any delays between the time subscription funds are accepted and the time when such funds are deposited into the Company shall not be longer than fifteen (15) days.

Management practices of the Company are not regulated by federal or state authorities.

The management of the Company is not regulated by the Securities and Exchange Commission or state regulatory authorities, except to the extent the Project itself is subject to certain legal standards involved in development and operation of the Project. While the Company will use its best efforts to comply with all laws, including federal, state and local laws and regulations, there is a possibility of governmental action to enforce any alleged violations of laws which may result in legal fees and damage awards that would adversely affect the Company and its ability to distribute income to Investors.

Investment in the Company involves certain tax and ERISA risks of which Investors should be aware.

An investment in the Company involves certain tax risks of general application to all Investors and certain other risks specifically applicable to Keogh accounts, Individual Retirement Accounts and other tax-exempt Investors (see “Federal Income Tax Considerations” and “ERISA Considerations” below).

Investors may not be able to liquidate their investment to take advantage of higher available returns.

The purchase of Class A Units is a relatively illiquid investment. Investors may wish to liquidate their investment to take advantage of higher available returns elsewhere but may be unable to do so due to restrictions on transfer and withdrawal.

The Company is a startup enterprise and has no operating history.

The Company was formed in July 2024. As a result, the Company has no operating history upon which an investor can evaluate the Company and its prospects. The Company’s lack of operating history makes predicting the Company’s future operating results difficult. The Company’s business must be considered in light of the risks, expenses and problems frequently encountered by companies in their early stages of development. There is risk that expenses and other problems may cause the Company to fail in its development of the application.

The Minimum Offering Amount will be sufficient for the Company to begin executing its business plan, but the Company may require additional capital to complete its business plan.

The Company requires only a Minimum Offering Amount of 800,000 Units or $8,000,000 before the acceptance of any subscriptions is accepted. The Company may use the proceeds from the issuance of the Minimum Offering Amount once the corresponding subscription agreements are accepted. If the Company raises only the Minimum Offering Amount, it may leave the Company with insufficient capital to fully implement its business plan, resulting delays or even a complete loss of the members' investment in the Company unless the Company is able to raise the additional capital from alternative sources. There is no assurance that alternative capital or financing would be available.

Until the Company can develop and distribute and operate the application, the Company anticipates that it will suffers losses.

The Company expects to incur net losses for the foreseeable future. The Company’s ability to achieve profitability in the future will depend upon its ability to successfully develop the application and grow a sustainable customer base for the application. If the Company does eventually achieve profitability, the Company may not be able to sustain it.

Risks Associated with the Company’s Business

The growth of the Company’s business will depend on its ability to attract and retain users. The Company cannot assure that consumers will begin using the application and continue to use the application. If the Company cannot attract new users or retain its used, its revenue could decline and its business, financial condition and results of operations could be harmed.

The Company’ s ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new users to our application and retain existing users of our application. Achieving growth in the Company’s users may require the Company to increasingly engage in sophisticated and costly sales and marketing and promotional efforts, which may not make sense in terms of return on investment. The Company may use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve its objectives. For paid marketing, the Company may leverage a broad array of advertising channels, including television, radio, social media influencers (brand ambassadors), social media platforms, such as Facebook, Instagram, Twitter and Snapchat, affiliates and paid and organic search, and other digital channels, such as mobile display.

The Company’s success will depend in part on its relationships with other third-party service providers.

The Company will rely upon third-party distribution platforms, including the Apple App Store and Google Play store, for distribution of its mobile applications. As such, the promotion, distribution and operation of its mobile application is subject to the respective distribution platforms’ standard terms and policies, which are very broad and subject to frequent changes and interpretation. If Apple or Google choose to de-list the Company’s mobile application due to their terms and policies, it could have a material negative impact on the Company’s business.

Further, the success of the Project depends in part on the Company’s relationships with other third-party service providers for content delivery and protection against cyberattacks. If those providers do not perform adequately or terminate their relationship with the Company, its users may experience issues or interruptions with their experiences.

The Company will also rely on other software and services supplied by third parties and its business may be adversely affected to the extent such software and services do not meet its expectations, contain errors or vulnerabilities, are compromised or experience outages.

Further, the Company may rely on third-party geolocation and identity verification systems to ensure it is in compliance with certain laws and regulations. There is no guarantee that the third-party geolocation and identity verification systems will perform adequately, or be effective, and any service disruption to those systems would prohibit the Company from operating its Project and would adversely affect its business.

The Company will rely on a number of cloud service providers, infrastructure providers and data centers to deliver its solutions. Any disruption of service by these providers or at these facilities could harm our business, financial condition and results of operations.

The Company will rely on a number of cloud service providers and third-party data center facilities. The Company does not control the operation of these facilities. The Company may in the future experience failures at the third-party data centers where its platform is deployed. Data centers are vulnerable to damage or interruption from human error, cyber-crimes, computer viruses and other intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. A prolonged service disruption affecting our data centers or cloud-based services for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business. The We may also incur significant costs for using alternative providers or taking other actions in preparation for, or in response to, events that damage the third-party hosting services we use. Changes in law or regulations applicable to data centers in various jurisdictions could also cause a disruption in service. Similarly, if the Company is unable to utilize cloud services, it could experience delays or disruptions. The occurrence of any of these events or other unanticipated problems with these providers or at these facilities could result in loss of data (including personal information), lengthy interruptions in the availability of its solutions and harm to its reputation and brand.

The Company will rely on third-party payment processors to process deposits and withdrawals made by our users, and if the Company cannot manage its relationships with such third parties and other payment-related risks, its business, financial condition and results of operations could be adversely affected.

The Company will rely on a limited number of third-party payment processors to process deposits and withdrawals made by the Company’s users. The software and services provided by such third-party payment processors may not meet the Company’s expectations, contain errors or vulnerabilities, be compromised, or experience outages. Any of these risks could cause the Company to lose its ability to accept online payments or other payment transactions or make timely payments to the Company’s users, any of which could make our application less trustworthy and convenient and adversely affect the Company’s ability to attract and retain its users. Nearly all of payments from users will be made by credit card, debit card or through other third-party payment services, which subjects the Company to certain regulations and to the risk of fraud.

Upon commencement of operations, the Company will also be subject to a number of other laws and regulations relating to the payments the Company accepts from its users, including with respect to money laundering, money transfers, privacy and information security. If the Company fails to comply with applicable rules and regulations, it may be subject to civil or criminal penalties, fines and/or higher transaction fees and may lose its ability to accept online payments or other payment card transactions, which could make its Challenges less convenient and attractive to its users. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

The Company is exposed to risks, including security and regulatory risks, associated with credit card and debit card payment processing.

The Company will accept payments through credit and debit cards and are therefore subject to a number of risks related to credit and debit card payments, including:

•if the Company’s payment processing systems fail to work properly and, as a result, it does not automatically charge customers’ credit cards or accounts on a timely basis or at all, the Company could lose revenue;

•if the Company is unable to maintain its chargeback rate at acceptable levels, the Company’s credit card fees for chargeback transactions, or for other credit and debit card transactions, may increase or issuers may terminate their relationship with the Company;

•if the Company is unable to maintain Payment Card Industry Data Security Standard (“PCI-DSS”) compliance or other payment card network operating rules, it may breach its contractual obligations, be subject to fines, penalties, damages, higher transaction fees and civil liability, be prevented from processing or accepting payment cards or lose payment processing partners;

•The Company securely stores and relies on third-party payment service providers to securely store customer payment card information and maintain PCI-DSS compliance; and

•The Company relies on third-party payment service providers to process payments from its customers and its users, and the providers may face downtime and thus affect its cash flow and the Company’s customers’ cash flow.

The Company will rely on other data providers for real-time and accurate data for stock market activity, and if such third parties do not perform adequately or terminate their relationships with the Company, its costs may increase and its business, financial condition and results of operations could be adversely affected.

The Company will rely on data providers to obtain accurate information regarding stock market activity and will rely on this data to determine when and how Challenges are determined and settled.

If this information contains errors which may result in the Company incorrectly determining winners of its Challenges. If the Company cannot adequately resolve a data issue with a user or users, such user may have a negative experience with the Challenges, and the Company’s brand or reputation may be negatively affected and its users may be less inclined to continue or resume utilizing the Project or recommend the Project to other potential users. As such, a failure or significant interruption in the Company’s service may harm its reputation, business and operating results.

The Company’s information technology and other systems are subject to cyber security risk, including misappropriation of employee information, customer information or other breaches of information security.

The Company will rely on information technology and other systems, including our own systems and those of service providers and third parties, to manage its business and employee data and maintain and transmit customers’ personal and financial information, credit card data, and credit card funds transmissions.

The Company’s information and processes and those of its service providers and other third parties, are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent use by customers, company employees, or employees of third-party vendors. The steps the Company takes to deter and mitigate the risks of breaches may not be successful, and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation, disclosures, and loss of reputation, potentially impacting its financial results.

Further, as cyber-attacks continue to evolve, the Company may incur significant costs in its attempts to modify or enhance protective measures or investigate or remediate any vulnerability. Increased instances of cyber-attacks may also have a negative reputational impact on the Company and that may result in a loss of customer confidence and, as a result, may have a material adverse effect on its financial condition, results of operations, and cash flows. Any failure to prevent or mitigate security breaches or cyber risk could result in interruptions to the services the Company provides, degrade the user experience, and cause its users to lose confidence in its products. The unauthorized access, acquisition or disclosure of consumer information could compel the Company to comply with disparate breach notification laws and otherwise subject it to proceedings by governmental entities or others and substantial legal and financial liability. This could harm the Company’s business and reputation, disrupt its relationships with partners and diminish its competitive position.

The Company’s business will depend on the interoperability of our Platform across third-party platforms, operating systems, and applications, and on its ability to ensure its application operate effectively on those platforms. If the Company is not able to integrate its application with third-party platforms in a timely manner, its business may be harmed.

The success of the Company’s application will rely on its broad interoperability with a range of diverse devices, operating systems and third-party applications. Third-party platforms are constantly evolving, and the Company may not be able to modify its application to assure compatibility with that of other third parties following development changes within a timely manner. If the Company fails to effectively respond to changes or updates to third-party platforms that the Company relies upon, its business, financial condition, and results of operations could be harmed.

If Internet and other technology-based service providers experience service interruptions, the Company’s ability to conduct its business may be impaired and its business, financial condition and results of operations could be adversely affected.

The Company’s success depends upon the general public’s ability to continuously access the internet. A substantial portion of the Company’s business relies upon internet infrastructure provided by third parties, including internet service providers and other technology-based service providers. If internet service providers experience service interruptions, including because of cyber-attacks, or due to an event causing an unusually high volume of internet use (such as a pandemic or public health emergency), communications over the internet may be interrupted and impair the Company’s ability to conduct its business. Any difficulties these providers face, including the potential of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect the Company’s business. Any system failure as a result of reliance on third parties, such as network, software or hardware failure, including as a result of cyber-attacks, which causes a loss of the Company’s users’ property or personal information or a delay or interruption in its online services and products and e-commerce services, including its ability to handle existing or increased traffic, could result in a loss of anticipated revenue, interruptions to its application, cause it to incur significant legal, remediation and notification costs, degrade the customer experience and cause users to lose confidence in the application, any of which could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Privacy regulations continue to evolve, and the Company will take steps to comply by implementing processes designed to safeguard the confidential and personal information of our business, employees and customers.

The Company’s application will require it to collect non-public personal, financial transaction, and or other information relating to its users. To the extent that the Company collects, controls, or processes such information, federal, state, and foreign privacy laws and regulations, including without limitation the California Consumer Privacy Act, the General Data Protection Regulation and the Personal Information Protection and Electronic Documents Act, requires the Company to make disclosures regarding its privacy and information sharing practices, safeguard and protect the privacy of such information, and, in some cases, provide users the opportunity to “opt out” of the use of their information for certain purposes, any of which could limit the Company’s ability to leverage existing and future databases of information which could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Changes to consumer privacy laws may require the Company to change its business practices or expend significant amounts on compliance with such laws. The Company must comply with federal, state, and foreign requirements regarding notice and consent to obtain, use, share, transmit and store such information. To the extent that the Company fails to comply with applicable consumer protection and data privacy laws, it may become subject to actions by individuals or regulatory authorities, which may result in the payment of fines or the imposition of other monetary or non-monetary penalties.

The Company will rely heavily on the reliability, security and performance of our Platform. If our Platform contains serious errors or defects, or if the Company has difficulty maintaining the Platform, the Company may lose revenue and market acceptance.

The reliability and continuous availability of the software underlying the Company’s application is critical to its success. However, software technology is complex and often contains errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions or enhancements are released. Any third-party software the Company incorporates into its application may have similar deficiencies. Despite internal testing, the Company’s application may contain serious errors or defects, security vulnerabilities or software bugs that it may be unable to successfully correct in a timely manner or at all, and any ensuing disruptions could result in lost revenue, significant expenditures of capital, a delay or loss in market acceptance and damage to its reputation and brand, any of which could have an adverse effect on its business, financial condition and results of operations.

The Company cannot assure you that our application will not contain defects. Any real or perceived errors, failures, vulnerabilities, or bugs in our application could result in negative publicity or lead to data security, access, retention or other performance issues, all of which could harm its business. The costs incurred in correcting such defects or errors may be substantial and could harm its business. Moreover, the harm to its reputation and legal liability related to such defects or errors may be substantial and could similarly harm its business.

The Company will rely on search engines, social networking sites and online streaming services to attract a meaningful portion of its customers, and if those search engines, social networking sites and online streaming services change their listings or policies regarding advertising, or increase their pricing or suffer problems, it may limit the Company’s ability to attract new users.

The Company’s users will locate our platform through internet search engines, such as Google, and advertisements on social networking sites and online streaming services, such as Instagram and YouTube as an alternative to typing the Company’s website address directly into a web browser navigation bar. Changes in these customer behaviors or practices may potentially result in reduced traffic to the Company’s website. Moreover, if the Company is listed less prominently or fails to appear in search results for any reason, visits to the Company’s website could decline significantly, and the Company may not be able to replace this traffic. Search engines revise their algorithms from time to time in an attempt to optimize their search results. If the search engines on which the Company relies for algorithmic listings modify their algorithms, the Company may appear less prominently or not at all in search results, which could result in reduced traffic to its website that it may not be able to replace.

The Company may be unable to obtain, maintain and protect its intellectual property rights and proprietary information or prevent third-parties from making unauthorized use of the Company’s intellectual property. A failure to obtain, maintain, protect or enforce intellectual property and proprietary rights could impair the Company’s ability to protect its proprietary technology and its brand.

The Company plans to obtain, maintain, protect and enforce its intellectual property rights, including any proprietary technology, know-how and its brand. The steps it takes to obtain, maintain, protect and enforce such intellectual property rights may be inadequate. If the Company fails to protect its intellectual property rights adequately, the Company’s competitors could gain access to this proprietary technology and develop and commercialize substantially identical products, services or technologies. In addition, defending our intellectual property rights might entail significant expense. The Company cannot assure you that its technology, know-how or its brand will result in securing intellectual property protection. If the Company gets involved in intellectual property disputes, the Company may be subject to unplanned increases costs potentially significant liability.

The market in which the Company will participate is competitive, and if it does not compete effectively, its business, financial condition, and results of operations could be harmed.

The market in which the Company operates is highly competitive. Specifically, the Company will face competition as a result of:

•other companies’ internal development of alternative applications, including other gaming or stock-market based companies;

•payment terms offered by the Company’s competitors, some of whom may offer more favorable payment terms to users;

•mergers, acquisitions and other strategic relationships amongst the Company’s competitors which may allow them to provide more comprehensive applications or achieve greater economies of scale than the Company, and may introduce new competitors in its market;

The Company’s competitors may have greater name recognition, longer operating histories, more established customer relationships, larger marketing budgets and greater financial and operational resources than the Company has. The Company cannot assure you that it will not be forced to engage in price-cutting or revenue limiting initiatives, change payment terms or increase its advertising and other expenses to attract and retain customers in response to competitive pressures. For all of these reasons, the Company may not be able to compete successfully against future competitors, which could result in the failure of its application to achieve or maintain market acceptance, which would harm its business, financial condition, and results of operations.

DILUTION

There is no plan to dilute any Investor. The Company has not issued any convertible securities nor issued any securities to any third party prior to this Offering. The Manager has the authority to create and issue additional classes of securities including classes of Units or convertible securities. The Manager is the owner of 13,500,000 Class A Units which would represent 90% of the equity of the Company if the Offering is fully subscribed.

PLAN OF DISTRIBUTION

Investor Suitability

The Units will not be sold to any person unless they are a “Qualified Purchaser”. A Qualified Purchaser includes: (1) an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”) and described below; or (2) all other Investors who meet the investment limitations set forth in Rule 251(d)(2)(C) of Regulation A. Such persons as stated in (2) above must conform with the “Limitations on Investment Amount” described below.

Accredited Investor

A prospective purchaser of the Units will qualify as an “Accredited Investor” if he, she, or the entity meets any one of the following criteria:

Rule 251(d)(2)(C) “Limitations on Investment Amount”

No sale of securities may be made in this Tier 2 offering of Units that are not listed on a registered national securities exchange upon qualification, unless the purchaser is either an Accredited Investor as defined above or the aggregate purchase price to be paid by the purchaser for the Units (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of such purchaser's:

(1) Annual income or net worth if a natural person (with annual income and net worth for such natural person purchasers determined as provided in Rule 501 (§ 230.501)); or

(2) Revenue or net assets for such purchaser's most recently completed fiscal year end if a non-natural person.

Each person acquiring Units may be required to represent that he, she, or it is purchasing the Units for his, her, or its own account for investment purposes and not with a view to resell or distribute the securities.

Each prospective purchaser of Units may be required to furnish such information or certification as the Company may require to determine: (1) whether any person or entity purchasing Units is an Accredited Investor if such is claimed by the Investor; and/or (2) whether any person or entity purchasing the Units meets the Limitations on Investment Amount as defined at Rule 251(d)(2)(C) of Regulation A.

Broker-Dealer Compensation

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby Investors will be directed to the Portal to invest. The Company has engaged Andes, an independent FINRA broker-dealer to administer the Unit sales. If Andes’ administrative efforts lead to sales of all $15,000,000.00 of the Units, the maximum commissions to be charged would be one percent (1%) or $150,000.00. Andes also can earn a six percent (6%) commission on amounts raised if Andes introduces an investor to the Company. Andes is not purchasing or selling any Units offered in this Offering. No commissions or any other remuneration for the Units sales will be provided to the Company, the Manager, any Principal, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

In connection with the Offering, Andes has agreed to:

Andes will keep all Investor information confidential and not disclose any Investor information to a third party unless required by regulatory agencies or as part of the services it provides.

The Company has also agreed to pay to Andes for its out-of-pocket expenses it incurs in connection with the Offering. The Company will also pay Andes a $5000.00 non-refundable consulting fee in connection with the Offering. Neither the commissions nor the consulting fee will be payable until after FINRA issues a no objection letter in connection with this Offering. Finally, the Company will pay the FINRA Corporate Filing Fee which is estimated at $2750.00

If the Company does not meet its Minimum Offering Amount of $8,000,000.00, the Escrow Agent will return Investor funds after a period of 12 months from the date of this Offering, or upon the earlier termination of the Offering by the Company.

The Company will also publicly market the Offering using general solicitation through methods that include emails to potential Investors, the internet, social media, and any other means of widespread communication.

The Offering Circular will be furnished to prospective Investors via download 24 hours per day, seven (7) days per week on the Company’s website at www.stock-wars.com and via the EDGAR filing system.

USE OF PROCEEDS

The Company hereby reserves the right to change the anticipated or intended Use of Proceeds of this Offering as described in this Section and as described elsewhere within this Offering Circular.

The Company expects that the development, marketing, and distribution of the Stock-Wars Platform will require 12 months. The Company expects positive cashflow beginning in the second year of operations. The Company is seeking to raise $15,000,000.00 which will allow the development, marketing, and distribution of the Platform.

*All amounts in this table represent the first year of operations after the Offering.

The Company’s broker-dealer of record, Andes, will receive an administrative broker-dealer fee of 1.0% of the gross proceeds of the offering (the “Broker-Dealer Fee”). Andes will also be entitled to a six percent (6%) commission on all amounts raised as a result of introducing an Investor to the Company.

DESCRIPTION OF THE BUSINESS

Participation on gaming, fantasy sports, and the stock market are at their highest levels. Gallup reports that more than 60% of the adult American population participates in the stock market. According to Pew Research, 43% of the adult American population play games on an electronic device on a weekly basis. In a flourishing industry, 19% of adult Americans participate in fantasy sports. The Company plans to combine these growing interests in a skills-based real-money stock market game called Stock-Wars. Stock-Wars will be available online and through a mobile app.

The Company proposes to develop a simulated stock market experience in which the participants, which it calls Portfolio Managers or “PMs”, build portfolios of stocks with virtual funds called a War Chest and attempt to achieve returns greater than the other PM against whom they are competing. The Company intends to offer a diverse line of Portfolio Challenges that will mimic the fantasy games offered by online gaming entities such as Draft Kings and Fan Duel while providing a real time simulated stock trading experience. Anyone can participate from a novice to a seasoned investor.

The Stock-Wars experience is very different from the garden variety online stock picking challenges. The Portfolio Challenges are designed to create a thrilling competition much like a sporting event. The different Portfolio Challenges last for different periods of time, have different entry amounts (anywhere from $5 to $100), have unique rules, and offer significant cash returns to the winners. The Company believes there is no limit to the types of Portfolio Challenges that can be created. Portfolio Challenges can be designed as individual challenges, head-to-head challenges, and team challenges. Portfolio Challenges can involve promotional tie-ins, professional financial advisors, and celebrity PMs. Further, the Portfolio Challenges are expected to expand the Stock-Wars brand, market share, boost market penetration, and increase profitability. The Company believes there is an opportunity for substantial advertising revenue as well as potential for a massive customer affinity base.

The Company has initially identified five Portfolio Challenge models that it believes will capture a PM’s competitive spirit and priced these Portfolio Challenges to make them financially feasible for everyone:

PORTFOLIO CHALLENGES

THREE DAY PORTFOLIO CHALLENGE (TDPC)

The “TDPC” is a locked down challenge wherein the PM will construct their portfolio and it cannot be liquidated until the close of trading on the third trading day. The TDPC has been specifically designed to appeal to those who do not have the ability to monitor the stock market through the day. Each portfolio will be charged a $10 (ten) Portfolio Challenge Fee (PCF).

Each PM will receive a $10,000,000 (Ten Million) of War Chest to invest in any stock that Stock-Wars offers on its platform. The PM will have the ability to initiate both long and short positions. On Day 1 of the challenge, the PM has until 10 AM Eastern Time, the cutoff time, to invest their War Chest in accordance with Stock-Wars’ investment rules for this challenge. In general, the Portfolio must contain a minimum of four (4) different stocks, with no individual stock comprising more than thirty three percent (33%) of the total portfolio. The PM will have the ability to create the portfolio up to seventy-two (72) hours prior to the cutoff time. The PM may change the stocks and the percentage mix of the portfolio at any time prior to the cutoff time. During the life of the challenge, Stock-Wars will automatically adjust a PM’s portfolio to reflect splits and reverse splits. Stock-Wars WILL NOT adjust for dividends. Long positions will be liquidated at the bid on the close of trading on the final (third) day, and short positions will be liquidated at the offer on the close of trading on the final (third) day.

Portfolio Challenge Pool               Minimum $10,000; Maximum – 60% of total portfolio challenge fees

Return on Investment (ROI) is calculated by dividing the portfolio profit or loss by ten million (10,000,000). The PM with the highest/best ROI will receive 80% of the Portfolio Challenge Pool. The Company will retain 20% of the Portfolio Challenge Pool. The Company will develop and distribute more detailed rules for Pool Distribution in connection with the Platform development.

DAY TRADER PORTFOLIO CHALLENGE (DTPC)

The “DTPC” is an ‘OPEN’ challenge wherein the PM is free to buy and sell stocks as often as the PM chooses. There is NO limit on the number of transactions that can be initiated. There are no guidelines on the portfolio mix. The PM is free to invest in as many or as few stocks as the PM believes will increase the portfolio’s ROI. The DTPC has been specifically designed to appeal to those who are interested in monitoring the stock market through the day. Each portfolio will be charged a $10 (ten) Portfolio Challenge Fee (PCF).

Each PM will receive a $10,000,000 (Ten Million) of War Chest to invest in any stock that Stock-Wars offers on its platform. The PM will have the ability to initiate both long and short positions. Purchases will be executed at the offer and sales will be executed at the bid. During the life of the challenge, Stock-Wars will automatically adjust a PM’s portfolio to reflect splits and reverse splits. Stock-Wars WILL NOT adjust for dividends. Any/all long positions remaining in the portfolio at the end of the day will be liquidated at the bid on the close of trading, and any/all short positions remaining in the portfolio will be liquidated at the offer on the close of trading.

Portfolio Challenge Pool - Minimum $10,000; Maximum – 60% of total portfolio challenge fees

Return on Investment (ROI) is calculated by dividing the portfolio profit or loss by ten million (10,000000). The PM with the highest/best ROI will receive 80% of the Portfolio Challenge Pool. The Company will retain 20% of the Portfolio Challenge Pool. The Company will develop and distribute more detailed rules for Pool Distribution in connection with the Platform development.

‘BEAT THE PROS’ PORTFOLIO CHALLENGE (BTP)

The “BTP” is a locked down challenge wherein the PM will construct their portfolio and execute it on the first trading day of the week, and it cannot be liquidated until the close of trading on the last trading day of the week. This challenge has been specifically designed to appeal to those who do not have the ability to monitor the stock market through the day and/or believe that just given the chance and the financial wherewithal they could outperform a stock market “PRO”. Each portfolio will be charged a $20 (twenty) Portfolio Challenge Fee (PCF).

Each PM will receive a $20,000,000 (Twenty Million) War Chest to invest in any stock that Stock-Wars offers on its platform. The PM will have the ability to initiate both long and short positions. On Day 1 of the challenge, the PM has until 10 AM Eastern Time, the cutoff time, to invest their War-Chest in accordance with Stock-Wars’ investment rules for this challenge. In general, the Portfolio must contain a minimum of four (4) different stocks, with no individual stock comprising more than thirty three percent (33%) of the total portfolio. The PM will have the ability to create the portfolio up to seventy-two (72) hours prior to the cutoff time. The PM may change the stocks and the percentage mix of the portfolio at any time prior to the cutoff time. During the life of the challenge, Stock-Wars will automatically adjust a PM’s portfolio to reflect splits and reverse splits. Stock-Wars WILL NOT adjust for dividends. Long positions will be liquidated at the bid on the close of trading on the final trading day of the week, and short positions will be liquidated at the offer on the close of trading on the last trading day of the week.

Portfolio Challenge Pool               Minimum $20,000; Maximum – 60% of total portfolio challenge fees

Return on Investment (ROI) is calculated by dividing the portfolio profit or loss by twenty million (10,000000). The PM with the highest/best AND generates a higher/better ROI than the PRO will receive 80% of the Portfolio Challenge Pool. If no PM generates a higher/better ROI than the PRO, then the 80% of the Portfolio Challenge Pool will ‘Rollover’ to the next BTP Challenge. The Company will retain 20% of the Portfolio Challenge Pool. The Company will develop and distribute more detailed rules for Pool Distribution in connection with the Platform development.

WINNER TAKE ALL (WTA) DAY TRADER PORTFOLIO CHALLENGE (WTADTPC)

The “WTADTPC” is an ‘OPEN’ challenge wherein the Portfolio Managers (PM) are free to buy and sell stocks as often as the PM chooses. Each portfolio will receive a Twenty-Five Million War Chest. There is NO limit on the number of transactions that can be initiated. There are no guidelines on the portfolio mix. The PM is free to invest in as many or as few stocks as the PM believes will increase the portfolio’s ROI. Each portfolio will be charged a $25 (twenty-five) Portfolio Challenge Fee (PCF).

Each PM will receive a $25,000,000 (Twenty-Five Million) War Chest to invest in any stock that Stock-Wars offers on its platform. The PM will have the ability to initiate both long and short positions. Purchases will be executed at the offer and sales will be executed at the bid. During the life of the challenge, Stock-Wars will automatically adjust a PM’s portfolio to reflect splits and reverse splits. Stock-Wars WILL NOT adjust for dividends. Any/all long positions remaining in the portfolio at the end of the day will be liquidated at the bid on the close of trading, and any/all short positions remaining in the portfolio will be liquidated at the offer on the close of trading.

Portfolio Challenge Pool - Minimum $10,000; Maximum – 60% of total portfolio challenge fees

Return on Investment (ROI) is calculated by dividing the portfolio profit or loss by twenty-five million (25,000000). The PM with the highest/best ROI will receive 100% of the Portfolio Challenge Pool in accordance with Stock-Wars’ “Rules for Pool Distribution”. In addition, the PMs with the next 50 highest/best ROI’s will be automatically enrolled in the next WTADTPC. The Company will retain 20% of the Portfolio Challenge Pool. The Company will develop and distribute more detailed rules for Pool Distribution in connection with the Platform development.

WINNER TAKE ALL (WTA) NASDAQ CHALLENGE (WTANC)

The “WTANC” is an ‘OPEN’ challenge wherein the PMs are free to buy and sell NASDAQ stocks as often as the PM chooses. Each portfolio will receive a Twenty-Five Million Dollars (25,000,000) War Chest. There is NO limit on the number of transactions that can be initiated. There are no guidelines on the portfolio mix other than they must be NASDAQ stocks as offered/defined by the Stock-Wars system. The PM is free to invest in as many or as few stocks as the PM believes will increase the portfolio’s ROI. Each portfolio will be charged a $25 (twenty-five) Portfolio Challenge Fee (PCF).

Each PM will receive a $25,000,000 (Twenty-Five Million) War Chest to invest in any stock that Stock-Wars offers on its platform. The PM will have the ability to initiate both long and short positions. Purchases will be executed at the offer and sales will be executed at the bid. During the life of the challenge, Stock-Wars will automatically adjust a PM’s portfolio to reflect splits and reverse splits. Stock-Wars WILL NOT adjust for dividends. Any/all long positions remaining in the portfolio at the end of the day will be liquidated at the bid on the close of trading, and any/all short positions remaining in the portfolio will be liquidated at the offer on the close of trading.

Portfolio Challenge Pool               Minimum $10,000; Maximum – 60% of total portfolio challenge fees

Return on Investment (ROI) is calculated by dividing the portfolio profit or loss by twenty-five million (25,000000). The PM with the highest/best ROI will receive 100% of the Portfolio Challenge Pool in accordance with Stock-Wars’ “Rules for Pool Distribution”. In addition, the PMs with the next 50 highest/best ROI’s will be automatically enrolled in the next WTANC. The Company will retain 20% of the Portfolio Challenge Pool. The Company will develop and distribute more detailed rules for Pool Distribution in connection with the Platform development.

These Portfolio Challenges are models and examples for the Challenges the Company will offer. The Company reserves the right to adopt these Challenges as described, make adjustments, or not offer these Challenges as described.

Portfolio Challenges can be tailored for High Schools, Colleges, and Universities and the Company plans to create and offer Portfolio Challenges that aim to educate students and pair the Portfolio Challenge with an appropriate incentive for both the student and the school.

The Stock-Wars software development team will build an online platform and mobile app that will rival any online brokerage firm’s platform. Stock-Wars will offer real time trading and instant executions. The Portfolio Challenge rules will mimic all the relevant rules as set forth on the NYSE and NASDAQ exchanges.

FUTURE CHALLENGES

The above listed Portfolio Challenges are just the beginning. Stock-Wars intends to develop Option Trading Challenges, Open Trading Challenges that would include stocks, bonds, options, currencies, metals, and futures contracts. Challenges can be tailored for any age group, allowing Stock-Wars to provide a ‘beginners’ range of Portfolio Challenges to schools at no cost.

MARKETING

During its first full year of operations, one of Stock-Wars’ most important strategies will be gathering new users. The Company will focus on advertising in numerous channels. Direct response advertising will be the predominant method of attracting new clients. It is anticipated that the chief venues will include CNBC, Fox Business, Television Sports Programming on the networks and cable. In addition, sports radio in the larger markets will also be utilized.

The Company intends to use a combination of Direct Response Marketing and SEO (Search Engine Optimization) in an effort to cost effectively attract new participants.

Direct Response Marketing is the process of creating ads that evoke an immediate response from your audience. This strategy encourages your audience to take action. A typical Direct response ad will contain three components: 1) an offer, 2) information, and 3) a call to action. Ted Price has been involved in Direct Response Marketing for over 35 years and has the necessary expertise to create and launch a successful marketing campaign.

In addition to the Company’s direct Response Marketing efforts, we will also employ Search Engine Optimization (SEO). SEO is a marketing strategy aimed at improving a website visibility on search engine results pages. The Company intends to employ a third party to assist in this effort. The Company also intends to focus on social media marketing on popular websites such as Reddit, Tik-Tok, and Facebook.

Stock-Wars’ ads will stress advanced technology, reasonable pricing, simplicity to operate, and a secure system of collections and remittances. In an effort to allow prospective clients to experience a Portfolio Challenge, a ‘Shadow’ portfolio will be available to potential and existing clients that will allow them to practice against those who are actually competing in a Portfolio Challenge.

DESCRIPTION OF PROPERTY

The Company does not own property but expects to lease appropriate office space.

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

After the Company raises the Proceeds from this Offering, the Company intends on deploying those Proceeds in the manner as specified in the “Use of Proceeds” and “Description of the Business” sections. The Principals will endeavor to direct the Company to begin operations as soon as the Proceeds can be deployed in the marketplace.

Plan of Operations

In its first year of operation, Stock-Wars intends to focus on the development and launch phases of its planned mobile app and website. The Company’s initial task will be the building of a dedicated and experienced team of developers, designers, and project managers to execute a comprehensive set of specifications. Potential team members have already been identified who have decades of experience successfully developing, operating, and maintaining complex financial platforms.

The team will immediately initiate the design phase, creating wireframes and prototypes for both the mobile app and website. Our selection of technologies will be guided by prevailing, cutting edge industry standards with an eye toward best practices to ensure that we adopt solutions that are both current and widely recognized within the tech space. After six months, we anticipate the completion of our MVP (Minimum Viable Product) development allowing the team to conduct rigorous testing that will address any bugs or usability issues.

 
The remainder of the year will focus on refining the product based upon feedback from beta testers and early adopters. Developers will focus on integrating new features and ensuring a smooth user experience. Analytical tools will be utilized to monitor user behavior and engagement, allowing the development team to institute data-driven solutions to enhance performance. By the end of the year, the Company is confident it will achieve a stable launch with a solid user base and a clear roadmap for future updates and growth.

Roadmap for Technology Team deliverables

Management Control

The Manager of the Company is Stock-Wars Management LLC. The business and affairs of the Company shall be managed, operated, and controlled by or under the exclusive direction of the Manager. The Manager shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company to take such actions as the Manager may deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, without the consent, approval, or knowledge of the Investors. The Manager has the authority to create and issue additional classes of securities including classes of Units or convertible securities. All decisions of the Company are made by the Manager. Further, the Manager controls the Company through equity ownership. The Manager is the owner of 13,500,000 Class A Units which would represent 90% of the equity of the Company if the Offering is fully subscribed.

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Executive Officers of the Company

*The Company was incorporated on August 8, 2024. All officers of the Company were appointed on November 7, 2024.

Business Experience of Management

Ted Price, CEO of Manager

Ted Price is the CEO of the Company, CEO of the Manager, and the Manager of Sim-Plee LLC. He has been involved in the Financial Services Industry for more than twenty-five years. Prior to his association with Stock-Wars, Mr. Price was the Founder and CEO of Allies LTD, a Financial Services firm located in Omaha, Nebraska. As President of RJT Securities, a global online discount brokerage firm, Mr. Price was responsible for all facets of the business, including personnel, marketing, operations and client management. He also served as the President of Price Bender and Associates, a financial planning firm that assisted clients with portfolio evaluation and stock selection. Mr. Price was the host of the ‘Asking Price’ radio show, advising callers and listeners regarding a wide range of financial issues. Mr. Price uses the name “Ted Price” as professional name. Mr. Price’s legal name is Theodore Pysh.

Randall J. Thompson, Chief Operating Officer

Mr. Thompson graduated from Millikin University with a BS in accounting. After brief stints in both public (Ernst & Ernst) and private accounting (Archer Daniels Midland), he became a cash grain merchandiser in ADM's Soybean Processing Division, and eventually managed all west coast sales efforts. In 1974, Mr. Thompson became the President of Lincoln Grain's Country Elevator Division responsible for all facets of the operation. In 1977, he joined the retail brokerage industry and was a consistent top performer at both Lincoln Commodities, Inc. and Dean Witter & Co.

In 1991, as CEO of AccuTrade Inc., the forerunner of AmeriTrade, he directed one of the largest direct response advertising campaigns ever mounted within the securities brokerage industry. In his two-plus years as its senior executive, AccuTrade significantly increased its customer base, daily volume, gross revenues, safekeeping balances, and net income. In 1994, Mr. Thompson joined Fahnestock Viner Holdings, Inc. (currently Fahnestock Oppenheimer) as the President and CEO of its newly formed deep-discount brokerage arm, Freedom Investments, Inc., a New York Stock Exchange member firm.

In 1998, Mr. Thompson formed R. J. Thompson Securities, Inc. ("RJT"), an on-line deep discount brokerage firm. In June of 1999, after the conclusion of a successful private placement of securities of RJT, RJT acquired InfoComp International, Inc., a software development firm that owned several automated brokerage applications. In November 2001, RJT was acquired by TD Waterhouse, a wholly owned subsidiary of Toronto Dominion Bank.

Kimberly L. Brooks, CFO

Ms. Brooks holds a BA degree in Business Administration from California State University, Fullerton. She acquired her CPA certification in 1994. In that time, Ms. Brooks was employed by several large CPA firms administering audit representation and corporate and commercial tax matters. AS a CPA, Ms. Brooks entered private practice in 1997 providing services for individuals and businesses in several states.

The Company is in current negotiations and expects to hire a CTO, a Chief Software Architect, a Database Engineer, and four software developers. The Company is currently in negotiations to hire a Chief Technology Officer with the following areas of expertise:

LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings that, individually or in the aggregate, could have a material adverse effect on the Company's business, financial condition or operating results.

No Bankruptcy, Investigations, or Criminal Proceedings

In the last five years, the Company, the Manager, nor any of the Affiliates and Principals have been part of any bankruptcy proceedings, proceedings whereby there was a material evaluation of the integrity or ability of the Principals, investigations regarding moral turpitude, or criminal proceedings or convictions (excluding traffic violations).

COMPENSATION OF OFFICERS, MANAGER AND EXECUTIVE PRINCIPALS

The Company will not pay any fees to the Manager. However, Ted Price, the CEO of the Manager will serve the Company as an officer and will receive a compensation from the Company. The other officers of the Company will receive compensation from the Company.

As provided in the Use of Proceeds above, upon meeting the Minimum Offering Amount, the Company proposes to pay the current CEO, COO, and CFO annual compensation as well as any customary benefits. Further other officers will be hired and paid compensation up to the amount budgeted and described in the Use of Proceeds.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

*In a fully subscribed Offering.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

There are no currently proposed transactions during the Company’s last two completed fiscal years and the current fiscal year, to which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 and one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any of the following persons had or is to have a direct or indirect material interest: (1) Any director or executive officer of the Company; (2) Any nominee for election as a director of the Company; (3) any securityholder who beneficially owns more than 10% of any class of the Company voting securities; (4) any promoter of the Company; or (5) Any immediate family member of the above persons. An “immediate family member” of a person means such person’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in- law, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or employee) sharing such person’s household.

SECURITIES BEING OFFERED

DESCRIPTION OF THE CLASS A UNITS

Please note that the following is a summary of the rights granted to an Investor and is not exhaustive. For a complete description of all rights associated with Company Membership, please see Exhibit 2 “Operating Agreement”.

The business and affairs of the Company shall be managed, operated, and controlled by or under the exclusive direction of the Manager. The Manager shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company to take such actions as the Manager may deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, without the consent, approval, or knowledge of the Investors. All decisions of the Company are made by the Manager.

For purposes of this Section, all defined terms (as indicated by capital letters) shall have the same meaning as set forth in the Operating Agreement (Exhibit 2).

Distribution rights

Distributions of Distributable Cash from cash flows, if any, shall be determined and issued in Manager’s sole and unreviewable discretion. The Company shall strive to make distributions on a quarterly basis after the Manager has determined the Company has Distributable Cash. All distributions of Distributable Cash shall be distributed as follows to the Members in their Percentage Interests.

“Distributable Cash” means, for each for each Fiscal Year, the GAAP Profits from Company operations less (only to the extent not yet included in the adjustments made to determine to GAAP Profits for such Fiscal Year) the following to the extent paid, accrued or set aside by the Company: (a) all principal payments on indebtedness of the Company and all other sums paid by the Company to lenders; (b) all capital expenditures of the Company’s business, including but not limited to, any purchase commitments and commitments for any Financing Receivable; (c) such Reserves as the Manager deems reasonably necessary to the proper operation of the Company’s business; (d) Cash Available for Redemption; and, (e) cash reserves set aside for all Mandatory Distributions owed to Members pursuant to Section 11.9.

Voting rights

For all matters regarding voting throughout the Agreement, if the provision requires a vote of a class of Members, the Percentage Interest shall be calculated by using the total number of Membership Interests owned by all Members in that Class (whose votes on a certain matter align) divided by the total number of outstanding Membership Interests of that Class.

(A) Except as may otherwise be provided in this Agreement, the Act, or the Articles of Organization, each of the Class A Members shall have one vote per Class A Unit owned by that Class A Member to vote on any matters other than matters that cannot be waived under the Act. Notwithstanding anything contained herein, the Members shall not participate in the day-to-day management of the business of the Company. Every and any Class A Member shall be entitled to vote on any matter permitted in this Agreement, the Act, or the Articles of Organization even if the vote involved a conflict of interest.

(B) Class A Members will be entitled to vote on matters stated in Section 4.6(C).

(C) The Affirmative vote of 60% of all Class A Members shall be required to:

(i) approve a sale of one or more Company assets whose value represents over 20% of the total assets of the Company in a single transaction or a series of transactions;

(ii) amend the Articles of Organization or make substantive or material amendments to this Agreement; and

(iii) remove or replace the Manager.

(D) Without limiting the preceding provisions, no Person shall be entitled to exercise any voting rights as a Member until such Person (i) has been admitted as a Member, and (ii) has paid the Capital Contribution required hereunder.

Liquidation Rights

Upon liquidation of the Company, distributions shall be remitted to the Members to the extent and in proportion with their aggregate Capital Contributions until the aggregate amount distributed to such Members in accordance with the Operating Agreement is sufficient to provide for a return of such Members’ Capital Contributions by the Company. After all Capital Contributions have been returned to the Class A Members, any remaining funds shall be distributed as set forth in the Operating Agreement at Section 11.1.

Preemptive rights

There are no preemptive rights for Class A Members.

Withdrawal

No Class A Member may have the right to voluntarily or involuntarily withdraw, resign, or otherwise disassociate or receive a return of its Capital Contribution from the Company applicable to said Class A Member except on the prior written consent of the Manager, which may be withheld, conditioned or delayed in Manger’s sole discretion. Any withdrawal for which no consent has been given shall be null, void and of no effect whatsoever.

Redemptions.

There are no redemption rights for Class A Members. The Company has redemption rights as follows:

The Company may purchase any or all of a Members (or Unitholder in the event of a transfer) then-owned Class A Units at the sole discretion of the Manager (“Redemption Option”). The Company may exercise the Redemption Option at any time. To exercise the Redemption Option, the Company must notify (the “Redemption Option Notice”) the Class A Member of their intent to exercise the Redemption Option no less than 15 calendar days before the Company will purchase the Class A Units. The Redemption Option Notice will identify the number of Class A Units the Company is purchasing from the Class A Member(s), the purchase price for each of the Class A Units (including total purchase price), and the date on which the purchase will be executed. The Redemption Option will be deemed exercised as of the date such Redemption Option Notice is sent out to the Class A Member.

To the extent there is sufficient and available cash available for redemption, the redemption price shall be calculated based on the time from the Unit Issue Date the Redemption Option is exercised. The redemption price shall be as follows:

(1) If the Redemption Option is exercised by the Company between one (1) and two (2) calendar years from the Unit Issue Date, then the Redemption Price shall be 107% of the total Unreturned Capital Contributions for the Member.

(2) If the Redemption Option is exercised by the Company between two (2) and three (3) calendar years from the Unit Issue Date, then the Redemption Price shall be 108% of the total Unreturned Capital Contributions for the Member.

(3) If the Redemption Option is exercised by the Company after three (3) calendar years from the Unit Issue Date, then the Redemption Price shall be 110% of the total Unreturned Capital Contributions for the Member.

(4) If the Unreturned Capital Contribution balance for a Member is at zero dollars ($0.00), the Redemption Price shall be zero dollars ($0.00) and the Member will only be entitled to any unpaid Distributions owed, if any, to the Member at the time the Units are redeemed.

The Redeeming Company shall be entitled to any distribution payable to such Class A Member from the Redemption Option Notice through the closing date of the redemption.

The Manager has sole and absolute discretion as to:

(A) whether to exercise a Redemption Option, in part or in full;

(B) the amount of cash available for redemption;

(C) the timing of the payment to a redeemed Member;

(D) whether to allocate the cash available for redemption amongst one or more Members and/or Units.

The Company’s failure to pay the Redemption Price to the Redeemed Member in a timely manner will not give rise to default under the terms of this Agreement. In such a case, the Redemption Option for the un-redeemed Units will be deemed to have been revoked by the Manager as of the date the Redemption Option Notice was received. In such a case, the Members unpaid but owed distributions, if any, will be owed to Member, however Manager has sole and absolute discretion on the timing and amount of payment of those owed but unpaid distributions. The Manager shall not be liable to any Member for any actions related to Redemptions.

Liability to Further Contributions or to Assessment by the Issuer

No Member shall be obligated to contribute additional capital to the Company in addition to the initial Capital Contribution. No Member shall be permitted or authorized to make any additional Capital Contribution without the prior approval or at the request of the Manager. Additional Capital Contributions may be necessary to accomplish the purposes and objectives of the Company. The Class A Members acknowledge that their Membership Interests may change (including being diluted) from time to time as a result of adding new Members to obtain additional Capital Contributions or from the voluntary funding of a Member(s)’s additional Capital Contributions. With respect to any additional Capital Contribution, the price per Membership Interest shall be the price of the relevant class of Membership Interests at the time the additional Capital Contribution is approved by the Manager, as set by the Manager from time to time.

Such Member or Members making additional Capital Contributions shall receive a Capital Account credit for each such additional Capital Contribution at the time and in the amount that such Capital Contribution is received by the Company and the related Percentage Interests shall be adjusted accordingly in the records of the Company. This will be the first day of the succeeding month from when the day the Member notified the Manager of Member’s decision to convert their Distribution.

In the event the Member has an obligation under this Agreement or another instrument to make an additional capital contribution, the terms of that agreement will bind the Company and the Member, including any agreements as to the Price per Unit.

Transfer of Interests; Admission of Investors

The transfer of Class A Units by a holder is limited.

No Person shall be admitted as a Member of the Company by assignment or sale of a Class A Member’s Interest unless the Manager shall have approved the admission of such Person as a new Member in writing; such approval may be withheld, conditioned or delayed in Manager’s sole and absolute discretion. Any such transfer without the prior written approval by the Manager will be void ab initio. At a minimum, such purchaser or assignee must execute the Operating Agreement prior to being admitted as a Member.

No Person shall be admitted to the Company as a new Member contributing new capital without the approval of the Manager. Manager approval shall be presumed if the new Member is admitted through a securities offering, and the Member and Manager follow the securities offering’s subscription procedures.

Upon the admission of a new Member contributing new capital in accordance with the Act and the Operating Agreement, at the discretion of the Manager, there may be a special closing of the books solely for the purpose of determining the value of the Company’s assets on such date by whatever method the Manager, in their sole and absolute discretion, consider reasonable, and the Capital Accounts of the existing Members may be adjusted based upon their Percentage Interests in the determined asset value. The new Member shall pay in their Capital Contribution, the Company shall establish a Capital Account which shall be credited with the Capital Contribution of the new Member.

If there are restrictions imposed by federal or state law on the transfer of the Class A Units, the Members agree that they will refrain from engaging in such a transfer until the restriction(s) by law is lifted or no longer applies. Any such transfer while there is a restriction imposed by law will be void ab initio. It is the duty of the Member, not the Manager, to ensure there are no restrictions on transfer imposed by law. The Member waives any claims and indemnifies the Manager against Member’s claims or the purported transferee, derived from a void transfer transaction. Manager’s approval in writing pursuant to a transfer has no effect on such waiver and indemnification.

Drag-Along Rights.

At any time, Members holding at least a majority of the Class A Units (the “Selling Members”) may propose a Drag-Along Transaction and require all other holders of Interests (the “Drag-Along Members”) to sell all but not less than all of their Interests in accordance with the Operating Agreement. The Selling Members shall exercise their rights pursuant to the Drag-Along rights by delivering a written notice (the “Drag-Along Notice”) to the Company and each Drag-Along Member no more than ten (10) Business Days after the execution by all parties thereto of a definitive agreement with respect to the Drag-Along Transaction. The Drag-Along Notice shall make reference to the Selling Members’ rights and obligations hereunder and shall describe in reasonable detail (i) the name of the Person to who the Interests are proposed to be sold; (ii) the proposed date, time and location of the closing of the transaction; (iii) a description of the consideration to be paid; and (iv) the other material terms and conditions of the Drag-Along Transaction.

In connection with any such Drag-Along Transaction, all Drag-Along Members shall consent to and raise no objections against the Drag-Along Transaction, and if the Drag-Along Transaction is structured as (i) a merger, conversion, Interest exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, each holder of Interests entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such merger, conversion, Interest exchange, consolidation or asset sale, or (ii) a sale of all the Interests, each holder of Interests shall agree to sell all of his or its Interests that are the subject of the Drag-Along Transaction, on the terms and conditions of such Drag-Along Transaction. The holders of Interests shall promptly take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to such Drag-Along Transaction, in each case to the extent that each other holder of Interests is similarly obligated, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in the Operating Agreement. The holders of Interests shall be permitted to sell their Interests pursuant to any Drag-Along Transaction without complying with any other relevant provisions of the Operating Agreement concerning transfer of Class A Units.

There are further terms, conditions, and obligations of the Drag-Along Members described in the Operating Agreement at Section 12.4.

Indemnification

The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Person is or was a Manager, Member, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a manager, member, shareholder, director, officer, partner, trustee, employee, or agent of any other Person, joint venture, trust or other enterprise, against expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding. Indemnification shall only apply if the Person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The Company may be required to advance expenses incurred in defending a civil or criminal action to the Manager, Member, or officer. Please see Article 15 in the Operating Agreement for additional information.

Liabilities of the Members under the Operating Agreement and State Law

The Company is organized under the laws of the State of Nevada. The Operating Agreement choice of law clause and all rights and obligations arising therefrom will be governed by Nevada law.

TAX TREATMENT

Prospective Investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law.

FOREIGN INVESTORS: NON-U.S. INVESTORS ARE SUBJECT TO UNIQUE AND COMPLEX TAX CONSIDERATIONS. THE COMPANY AND THE MANAGER MAKE NO DECLARATIONS AND OFFER NO ADVICE REGARDING THE TAX IMPLICATIONS TO SUCH FOREIGN INVESTORS, AND SUCH INVESTORS ARE URGED TO SEEK INDEPENDENT ADVICE FROM ITS OWN TAX COUNSEL OR ADVISORS BEFORE MAKING ANY INVESTMENT.

Tax Returns

Annually, the Company will provide the Investors sufficient information from the Company’s informational tax return for such persons to prepare their individual federal, state, and local tax returns. The Company’s informational tax returns will be prepared by a tax professional selected by the Company.

ERISA CONSIDERATIONS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Class A Units, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Company’s Class A Units on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the Investor is investing the assets of any of the entities identified in the prior sentence in the Company’s Class A Units, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Class A Units constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the SEC. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.

We may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

Part F/S

Stock-Wars LLC

A Nevada Limited Liability Company

Financial Statements and Report of
Independent Certified Public Accountants

STOCK-WARS, LLC

November 30, 2024

Independent Auditor’s Report

To the Manager of

STOCK-WARS LLC

Opinion

We have audited the accompanying financial statements of STOCK-WARS LLC (the “Company”), which comprise the balance sheet as of November 30, 2024, and the related statements of operations, changes in member's equity, and cash flow for the period from August 8, 2024 (inception) to November 30, 2024 and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2024, and the related statements of operations, changes in member's deficit, and cash flow for the period from August 8, 2024 (inception) to November 30, 2024, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements 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.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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 statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 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 statements.

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

Doubt about the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements include no assets or equity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management's plans regarding those matters are also described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

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.

Tampa, Florida

January 3, 2025

Note A – Nature of Business and Organization

Nature of Operations

Stock-Wars, LLC was organized as a Nevada Limited Liability Company. The Company is developing a skills-based real-money stock market game called Stock-Wars. Stock-Wars is a simulated stock market experience in which the participants, who are called Portfolio Managers or “PMs”, build portfolios of stocks with virtual funds called a War Chest and attempt to achieve returns greater than the other PMs against whom they are competing. The Company intends to offer a diverse line of Portfolio Challenges that will mimic the fantasy games offered by online gaming entities such as Draft Kings and FanDuel while providing a real time simulated stock trading experience. Anyone from a novice to a seasoned investor can play Stock-Wars. Stock-Wars will be available online and through a mobile app.

Note B – Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Financial Instruments

The Company's financial instruments consist primarily of cash and investments. The carrying value of the financial instruments are considered to be representative of their respective fair value.

Revenue Recognition

The Company recognizes revenue when a customer elects to participate in a Portfolio Challenge (PC). Customers may elect to deposit cash into their accounts using the Stock-Wars website or the Stock-Wars’ app that accepts payment from either Debit or Credit cards. When a customer decides to participate in a PC, the appropriate amount is deducted from their account and recognized as revenue. The balance in their account remains as a liability on Stock-Wars’ books. To date, the Company has recorded no revenue.

Income Taxes

STOCK-WARS, LLC with the consent of its members, has elected to be taxed as a partnership. In lieu of income taxes, the members of partnerships are taxed on their proportionate share of the Company's taxable income, Therefore, no provision or liability for income taxes has been included in the financial statements.

Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax, penalties, and interest as a result of such challenge.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts, and disclosures. Actual results could differ from these estimates.

Note C – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The ability of the Company to continue as a going concern is dependent upon future sales and obtaining additional capital and financing. While the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note D – Member’s Capital

Contributions

In accordance with STOCK-WARS, LLC, if the Manager of the Company determines that additional funds are required by the Company to meet the Company's operating expenses, the members of the Company have the right, but not the obligation to contribute the additional funds. The additional funds may be provided in the form of member loans, additional capital contributions, or a combination of both to the Company; as determined by the Manager in their sole and absolute discretion.

As of November 30, 2024, STOCK-WARS, LLC has authorized Class A Units of 15,000,000 and 13,500,000 issued and outstanding,

Voting Rights

Each Class A Unit shall be entitled to one (1) vote per Class A Unit on each matter to which the Class A Unitholders are entitled to vote under this Agreement, the Act or applicable law.

Profit and Loss Allocation

Allocations of net profits and losses, as determined for each taxable year of the Company, shall be allocated among the members pro rata in proportion to their ownership of the membership interest, as outlined in the Operating Agreement.

Distributions

Distributable cash from operations, as defined in the Operating Agreement, shall be determined at such times and in such amounts by the Managing Member. Members shall receive distributions at the same time without preference or priority of any single member, and distributed to the members after certain priority payments have been made, as outlined in the Operating Agreement.

Note E - Subsequent Events

There are no subsequent events regarding STOCK-WARS, LLC.

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 Omaha, Nebraska, on April 4, 2025.

ISSUER COMPANY LEGAL NAME AND ADDRESS:

Stock-Wars LLC

11318 Davenport Street

Omaha, Nebraska, 68154

This Offering Statement has been signed by the following principals in the capacities and on the dates indicated:

54

Exhibit 1A-1.1

Broker-Dealer Engagement Agreement – Reg A+ Tier 2

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between  Stock-Wars LLC (“Client”), a Nevada limited liability company, and Andes Capital Group, an Illinois Limited Liability Company (“Andes”) a FINRA registered Broker Dealer in all 50 states and Puerto Rico.  Client and Andes agree to be bound by the terms of this Agreement, effective as of January 22, 2025 (the “Effective Date”):

Whereas, Andes is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via SEC approved exemptions such as Reg D 506(b), 506(c), Regulation A+, Reg CF and others;  

Whereas, Client is offering securities directly to the public in an offering exempt from registration under Regulation A Tier 2 (the “Offering”) for $15,000,000; and

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:

1.            Appointment, Term, and Termination 

Client hereby engages and retains Andes to provide operations and compliance services as listed:

The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term.  If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Client or Andes commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies.  Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege.  No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.  All terms of the Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination.

2.            Services. Andes will perform the services listed above in section 1, in connection with the Offering (the “Services”). Unless otherwise agreed to in writing by the parties.  

3.            Compensation. As compensation for the Services, Client shall pay to Andes fees equal to 1.0% for Broker of Record services listed in section 1 above on the aggregate amount raised by the Client. This will only start after FINRA Corporate Finance issues a No Objection Letter for the offering. Client authorizes Andes to deduct the fee directly from the Client’s third-party escrow or payment account. At 1.0%, the Maximum compensation is $150,000.

As compensation for Investor Outreach Services, where Andes will introduce the offering to its network of Institutional and Accredited types of investors, Client will pay Andes 6.0% of the successful amount raised only through Andes’ direct introductions and introductory efforts. At 6.0%, the Maximum compensation is $900,000.

Client agrees to compensate Andes with a one-time onboarding and consulting fee amounting to $5,000. This fee pertains to services provided by Andes in connection with the Offering, including but not limited to coordination with third-party vendors and providing general guidance regarding the Offering. The aforementioned fee shall become due and payable in full immediately upon the execution of this Agreement.

Including the FINRA Filing Fee (5110) explained in Section 4 below, the Maximum Expenses are $2,750 for FINRA and the Maximum Compensation for Andes is $1,055,000 ($150,000 for Broker of Record, $900,000 for Investor Outreach, and $5,000 for Onboarding).

4.            Regulatory Compliance 

Client and all its third-party providers shall at all times (i) comply with direct requests of Andes; (ii) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including the FINRA Corporate Filing Fee), in each case that are necessary or appropriate to perform their respective obligations under this Agreement.  Client shall comply with and adhere to all Andes policies and procedures. 

FINRA Corporate Filing Fee for this $15,000,000 best-efforts offering is $2,750 and will be a pass-through fee payable to Andes, from the Client, who will then forward it to FINRA as payment for the filing. This fee is due and payable prior to any submission by Andes to FINRA. The FINRA Fee is .00015 of the total offering amount + $500.

Client and Andes will have the shared responsibility for the review of all documentation related to the Transaction but the ultimate discretion about accepting a client will be the sole decision of the Client. Each Investor will be considered to be that of the Client’s and NOT Andes. 

Client and Andes will each be responsible for supervising the activities and training of their respective sales employees, as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.   

Client and Andes agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self-Regulatory Organization with respect to this Agreement or the performance of its obligations, unless such notification is expressly prohibited by the applicable Governmental Authority. 

5.            Role of Andes.  Client acknowledges and agrees that Client will rely on Client’s own judgment in using Andes’ Services.  Andes (i) makes no representations with respect to the quality of any investment opportunity or of any issuer; (ii) does not guarantee the performance to and of any Investor; (iii) will make commercially reasonable efforts to perform the Services in accordance with its specifications; (iv) does not guarantee the performance of any party or facility which provides connectivity to Andes; and (v) is not an investment adviser, does not provide investment advice and does not recommend securities transactions and any display of data or other information about an investment opportunity, does not constitute a recommendation as to the appropriateness, suitability, legality, validity or profitability of any transaction.  Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship of any kind. 

Client acknowledges and agrees that Andes was not made aware of any, nor was Andes part of the production or distribution or use of any “Testing The Waters” materials.

6.            Indemnification

7.            Legal

Each provision of this Agreement is several and is not affected if another provision of this Agreement is found to be invalid or unenforceable or to contravene applicable law or regulations. This Agreement is not intended to and does not confer any rights upon any shareholder of the Client or, except as expressly provided herein, any other person. The provisions of this letter agreement shall be binding upon the Client and its successors and assigns.

Nothing herein is intended to create or shall be construed as creating a fiduciary relationship between the Client and Andes. No term or provision of this agreement may be amended, discharged or modified in any respect except in writing signed by the parties hereto. This Agreement sets out the entire agreement between us.

This Agreement will be construed in accordance with the laws of the State of Illinois. Any dispute, controversy or claim directly or indirectly relating to or arising out of this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

The costs and expenses (including reasonable attorney’s fees of the prevailing party) shall be borne and paid by the party that the arbitrator, or arbitrators, determines is the non-prevailing party. The Client agrees and consents to personal jurisdiction, service of process and venue in any federal or state court within the State of Illinois in connection with any action brought to enforce an award in arbitration and in connection with any action to compel arbitration.

Each of Andes and the Client on its own behalf and, to the extent permitted by applicable law, on behalf of its shareholders waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the engagement of Andes pursuant to, or the performance by Andes of the services contemplated by this agreement.

Pursuant to the requirements of the USA Patriot Act (the “Act”) and other applicable laws, rules and regulations, Andes is required to obtain, verify and record information that identifies the Client, which information includes the name and address of the Client and other information that will allow Andes to identify the Client in accordance with the Act and such other laws, rules and regulations.

8.            Confidentiality

“Confidential Information” means any information disclosed to a receiving party by the disclosing party, either directly or indirectly in writing, orally or by inspection of tangible objects, including without limitation announced and unannounced products, disclosed and undisclosed business plans and strategies, financial data and analysis, customer names and lists, customer data, funding sources and strategies, and strategies involving strategic business combinations which are conspicuously labeled and/or marked as being confidential or otherwise proprietary to the disclosing party. The receiving party agrees not to disclose any Confidential Information to third parties or to employees of the receiving party, except to its officers, directors, employees, partners, and advisors (including, but not limited to legal counsel, consultants, accountants and financial advisors). Those that receive the Confidential Information, collectively, “Representatives”, are required to have the Confidential Information in order to evaluate or engage in discussions concerning the opportunity. The Client will only release the Confidential Information to Representatives after first apprising such Representatives of their obligation to treat such disclosed information as Confidential Information of the disclosing party.

Should the Client wish to proceed, please confirm acceptance of the terms of this Agreement by signing and returning one copy to me.

9.            Miscellaneous

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 COMMITIEE OF FINRA.   

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

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. 

Neither party will, without prior written approval of the other party, place or agree to place any advertisement in any website, newspaper, publication, periodical or any other media or communicate with the public in any manner whatsoever if such advertisement or communication in any manner makes reference to the other party, to any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with the other party and to the clearing arrangements and/or any of the Services embodied in this Agreement.  Client and Andes will work together to authorize and approve co-branded notifications and client facing communication materials regarding the representations in this Agreement.  Notwithstanding any provisions to the contrary within, Client agrees that Andes may make reference in marketing or other materials to any transactions completed during the term of this Agreement, provided no personal data or Confidential Information is disclosed in such materials. 

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 ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.  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. 

If any provision or condition of this Agreement will be 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. 

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. 

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. 

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

Exhibit 1A-2.1

Business Entity - Filing Acknowledgement 08/08/2024 Work Order Item Number:W2024080801733 - 3857663 Filing Number:20244241351Filing Type:Articles of OrganizationFiling Date/Time:08/08/2024 16:01:56 PMFiling Page(s):2Indexed Entity Information:Entity ID: E42413522024-1Entity Name: Stock-Wars LLCEntity Status: ActiveExpiration Date: NoneCommercial Registered AgentRegistered Agents Inc. * (N)401 Ryland st, ste 200a, Reno, NV 89502, USA FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 401 N. Carson Street

Business Entity - Filing Acknowledgement 08/08/2024 Work Order Item Number:W2024080801733 - 3857665 Filing Number:20244241354Filing Type:Initial ListFiling Date/Time:08/08/2024 16:01:56 PMFiling Page(s):2Indexed Entity Information:Entity ID: E42413522024-1Entity Name: Stock-Wars LLCEntity Status: ActiveExpiration Date: NoneCommercial Registered AgentRegistered Agents Inc. * (N)401 Ryland st, ste 200a, Reno, NV 89502, USA FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 401 N. Carson Street

FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov Formation - Limited-Liability Company NRS 86 - Articles of Organization Limited-Liability CompanyNRS 86.544 - Registration of Foreign Limited-Liability Company NRS 89 - Articles of Organization Professional Limited-Liability CompanyNRS 86.555 - Registration of Professional Foreign Limited-Liability Company1. Name Being Registered in Nevada: (See instructions) Stock-Wars LLC2. Foreign Entity Name: (Name in home jurisdiction) 3. Jurisdiction of Formation: (Foreign Limited-Liability Companies) 3a) Jurisdiction of formation: 3b) Date formed: 3c) I declare this entity is in good standing in the jurisdiction of its formation.4. Registered Agent for Service of Process*: (check only one box) Commercial Registered Agent (name only below) Noncommercial Registered Agent (name and address below)Office or position with Entity (title and address below) Registered Agents Inc. * (N) Name of Registered Agent OR Title of Office or Position with Entity401 Ryland st, ste 200aRenoNevada 89502Street AddressCity Zip Code Nevada Mailing Address (If different from street address)City Zip Code4a. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. If the registered agent is unable to sign the Articles of Incorporation, submit a separate signed Registered Agent Acceptance form.XDavid Roberts, Assistant Secretary 08/08/2024 Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date 5. Management: (Domestic Limited-Liability Companies only) Company shall be managed by: (check one box) Manager(s) OR Member(s)6. Name and Address of each Manager(s) or Managing Member(s): (NRS 86 and NRS 86.544, see instructions) Name and Address of the Original Manager(s) and Member(s): ( NRS 89, see instructions) IMPORTANT: A certificate from the regulatory board must be submitted showing that each individual is licensed at the time of filing. 1 )Name Stock-Wars Management LLC Address 401 Ryland St. STE 200-ACity Reno State NV Zip Code 89502 7. Dissolution Date: (Domestic only) Latest date upon which the company is to dissolve (if existence is not perpetual): This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 1/1/2019 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE42413522024-1Filing Number20244241351Filed On08/08/2024 16:01:56 PMNumber of Pages2

FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov Formation - Limited-Liability Company Continued, Page 28. Purpose/ Profession to be Practiced: (NRS 89 only) 9. Series and/or Restricted Limited- Liability Company: (Optional) Check box if a Series Limited- Liability Company Domestic Limited-Liability Company"s only: The Limited-Liability Company is a Restricted Limited-Liability Company 10. Records Office: (Foreign Limited-Liability Companies) AddressCityStateZip codeCountry 11. Street Address of Principal Office: (Foreign Limited-Liability Companies) AddressCityStateZip codeCountry 12. Name, Address and Signature of the Organizer: (NRS 86. NRS 89 -Each *Foreign Limited-Liability Company - In the event the designated Agent for Service of Process resigns and is not replaced or the agent's authority has been revoked or the agent cannot be found or served with exercise of reasonable diligence, then the Secretary of State is hereby appointed as the Agent for Service of Process. Organizer must be a licensed professional.) Name and Signature of Manager or Member: (NRS 86.544 only) See instructionsI declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. Name Robin Jones, on behalf of Registered Agents Inc Country United States Address 401 Ryland St. , STE 200-A City Reno State NV Zip/Postal Code 89502 XRobin Jones, on behalf of Registered Agents Inc (attach additional page if necessary)AN INITIAL LIST OF OFFICERS MUST ACCOMPANY THIS FILINGPlease include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 1/1/2019

FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov Initial List and State Business License Application Initial List Of Officers, Managers, Members, General Partners, Managing Partners, or Trustees: Stock-Wars LLC NAME OF ENTITYTYPE OR PRINT ONLY - USE DARK INK ONLY - DO NOT HIGHLIGHT IMPORTANT: Read instructions before completing and returning this form.Please indicate the entity type (check only one): Corporation This corporation is publicly traded, the Central Index Key number is: Nonprofit Corporation (see nonprofit sections below)Limited-Liability CompanyLimited PartnershipLimited-Liability PartnershipLimited-Liability Limited Partnership (if formed at the same time as the Limited Partnership)Business TrustAdditional Officers, Managers, Members, General Partners, Managing Partners, Trustees or Subscribers, may be listed on a supplemental page. CHECK ONLY IF APPLICABLE Pursuant to NRS Chapter 76, this entity is exempt from the business license fee. 001 - Governmental Entity 006 - NRS 680B.020 Insurance Co, provide license or certificate of authority number For nonprofit entities formed under NRS chapter 80: entities without 501(c) nonprofit designation are required to maintain a state business license, the fee is $200.00. Those claiming and exemption under 501(c) designation must indicate by checking box below. Pursuant to NRS Chapter 76, this entity is a 501(c) nonprofit entity and is exempt from the business license fee. Exemption Code 002 For nonprofit entities formed under NRS Chapter 81: entities which are Unit-owners' association or Religious, Charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C $ 501(c) are excluded from the requirement to obtain a state business license. Please indicate below if this entity falls under one of these categories by marking the appropriate box. If the entity does not fall under either of these categories please submit $200.00 for the state business license. Unit-owners' AssociationReligious, charitable, fraternal or other organization that qualifies as a tax-exempt organization pursuant to 26 U.S.C. $501(c) For nonprofit entities formed under NRS Chapter 82 and 80:Charitable Solicitation Information - check applicable box Does the Organization intend to solicit charitable or tax deductible contributions? No - no additional form is requiredYes - the *Charitable Solicitation Registration Statement* is required.The Organization claims exemption pursuant to NRS 82A 210 - the *Exemption From Charitable Solicitation Registration Statement* is required**Failure to include the required statement form will result in rejection of the filing and could result in late fees.** page 1 of 2 Revised: 1/1/2019 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE42413522024-1Filing Number20244241354Filed On08/08/2024 16:01:56 PMNumber of Pages2

FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov Initial List and State Business License Application - Continued Officers, Managers, Members, General Partners, Managing Partners or Trustees: CORPORATION, INDICATE THE Manager:Name Stock-Wars Management LLC Country USA Address 401 Ryland St. STE 200-A City Reno State NV Zip/Postal Code89502 None of the officers and directors identified in the list of officers has been identified with the fraudulent intent of concealing the identity of any person or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the office of the Secretary of State. X Robin Jones, on behalf of Registered Agents Inc Signature of Officer, Manager, Managing Member, General Partner, Managing Partner, Trustee, Member, Owner of Business, Partner or Authorized Signer FORM WILL BE RETURNED IF UNSIGNED Title Authorized Signer Date 08/08/2024 page 2 of 2 Revised: 1/1/2019

DOMESTIC LIMITED-LIABILITY COMPANY (86) CHARTER I, FRANCISCO V. AGUILAR, the duly qualified and elected Nevada Secretary of State, do hereby certify that Stock-Wars LLC did, on 08/08/2024, file in this office the original Articles of Organization that said document is now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said document contains all the provisions required by the law of the State of Nevada. Certificate Number: B202408084867077You may verify this certificate online at https://www.nvsilverflume.gov/home IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 08/08/2024. Secretary of State FRANCISCO V. AGUILAR

NEVADA STATE BUSINESS LICENSEStock-Wars LLC Nevada Business Identification # NV20243177968Expiration Date: 08/31/2025In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived. Certificate Number: B202408084867079You may verify this certificate online at https://www.nvsilverflume.gov/home IN WITNESS WHEREOF, I have hereunto set myhand and affixed the Great Seal of State, at my office on 08/08/2024.FRANCISCO V. AGUILAR Secretary of State

Exhibit 1A-2.2

Operating Agreement for Stock-Wars LLC

A Nevada Limited Liability Company

THE INTERESTS REPRESENTED HEREBY (THE "INTERESTS") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

THERE IS NO OBLIGATION ON THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT. A PURCHASER OF ANY INTEREST MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE INTERESTS REPRESENTED HEREBY HAVE NOT BEEN REVIEWED OR APPROVED BY THE SECURITIES ADMINISTRATORS OF CERTAIN STATES OR OTHER JURISDICTIONS NOR HAVE THEY BEEN QUALIFIED OR REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF CERTAIN STATES OR OTHER JURISDICTIONS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE QUALIFICATION OR REGISTRATION REQUIREMENTS OF SUCH LAWS. THEREFORE, A PURCHASER OF ANY INTEREST WILL NOT BE ABLE TO RESELL IT UNLESS THE INTEREST IS QUALIFIED OR REGISTERED UNDER THE APPLICABLE STATE SECURITIES LAWS OR LAWS OF OTHER JURISDICTIONS OR UNLESS AN EXEMPTION FROM SUCH QUALIFICATION OR REGISTRATION IS AVAILABLE.

ARTICLE 11 OF THIS AGREEMENT PROVIDES FOR FURTHER RESTRICTIONS ON TRANSFER OF THE INTERESTS. FURTHERMORE, THERE MAY BE RESTRICTIONS ON TRANSFER AS PROVIDED BY THE SUBSCRIPTION AGREEMENT OR THROUGH FEDERAL AND STATE LAW.

THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into effective as of November 1, 2024, by and among Stock-Wars LLC, a Nevada limited liability company, Stock-Wars Management LLC, a Nevada limited liability company, as Manager, and the persons whose names and addresses are set forth in Exhibit 1 attached hereto and incorporated herein by reference, and whose signatures appear herein or by a separate joinder instrument, and any other Person who shall hereafter execute this Agreement as a Member of the Company.

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1:

“Act” means the provisions of Nevada Revised Statutes Chapter 86 et seq. (Nevada Limited Liability Company Act) (the “Act”), as from time to time in effect in the State of Nevada, or any corresponding provision or provisions of any succeeding or successor law of such State. The Act shall govern the rights and obligations of, and the relationships among, the Members except as modified by the provisions of this Agreement.

“Adjustment Year” means: (1) in the case of an adjustment pursuant to the decision of a court, the Company’s taxable year in which the decision becomes final; (2) in the case of an administrative adjustment request, the Company’s taxable year in which the administrative adjustment is made; or (3) in any other case, the Company’s taxable year in which the notice of final Company adjustment is mailed.

“Affiliate” of a Member or Manager means any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member or Manager, as applicable. The term “control,” as used in the immediately preceding sentence, means with respect to a corporation, limited liability company, limited life company or limited duration company (collectively, “limited liability company”), the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company and, with respect to any individual, partnership, trust, estate, association or other entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

“Articles of Organization” refers to the Company’s Articles of Organization as filed with the Nevada Secretary of State.

“Assignee” means any transferee of a Member’s Interest who has not been admitted as a Member of the Company.

“Bankruptcy” means, with respect to a Member: (i) Member files a voluntary petition for bankruptcy; (ii) such Member is adjudged a bankrupt or insolvent, or has entered against him or it an order for relief, in any bankruptcy or insolvency proceeding; (iii) such Member files a petition or answer seeking for himself or itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; or (iv) such Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or it in any such proceeding.

“Capital Account” means an account established and maintained (in accordance with, and intended to comply with, Income Tax Regulations Section 1.704-1(b)) for each Member pursuant to Article 9 of this Agreement.

“Capital Contributions” means the contributions made, in U.S. Dollars or the value of services as determined by the Manager, by the Members to the Company pursuant to Sections 8.1 or 8.4 hereof and, in the case of all the Members, the aggregate of all such Capital Contributions.

“Class A Interests and Members” Class A Members are persons accepted into the Company as owners of Class A Units of LLC Interests (“Class A Units”). The Capital Contribution for one Class A Unit shall be set from time to time by action of the Manager in accordance with Article 6 (the “Class A Unit Price”). The minimum Capital Contribution for Class A Units shall be set from time to time by action of the Manager in accordance with Article 5. There shall be Fifteen Million (15,000,000) Class A Units. The Class A Units shall be entitled to their pro rata portion of Distributable Cash. Class A Members shall be accepted into the Company by subscription and approval of the Manager. Each Class A Member agrees to make its Capital Contribution at the time the Member is accepted into the Company by the Manager.

“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law and, to the extent applicable, the Income Tax Regulations.

“Committed Capital” – The amount of US Dollars a Member agrees to pay to the Company as their Capital Contribution in exchange for the Class A Membership Interests.

“Company” means Stock-Wars LLC, a Nevada limited liability company.

“Distributable Cash” means, for each for each Fiscal Year, the GAAP Profits from Company operations less (only to the extent not yet included in the adjustments made to determine to GAAP Profits for such Fiscal Year) the following to the extent paid, accrued or set aside by the Company: (a) all principal payments on indebtedness of the Company and all other sums paid by the Company to lenders; (b) all capital expenditures of the Company’s business, including but not limited to, any purchase commitments and commitments for any Financing Receivable; (c) such Reserves as the Manager deems reasonably necessary to the proper operation of the Company’s business; (d) Cash Available for Redemption; and, (e) cash reserves set aside for all Mandatory Distributions owed to Members pursuant to Section 11.9.

“ERISA” mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Investor” has the same meaning as “benefit plan investor” as defined in 29 C.F.R. §2510.3-101(f)(2), as amended. Currently a “benefit plan investor” includes pension plans, profit sharing plans, stock bonus plans, and individual retirement accounts.

“Financing Receivable(s)” refers to the amounts due to the Company (as lender) arising out of any loans and/or notes whose term has not reached maturity and whose principal and/or interest is outstanding and has not been collected by the Company.

“Fiscal Quarter” refers to one of four a three-month periods comprising the Company’s Fiscal Year. The Company’s Fiscal Quarters end on March 31, June 30, September 30, and December 31 of every year.

“Fiscal Year” refers to the completion of the Company’s 12-month accounting period. The Company’s Fiscal Year ends on December 31 of every year.

“Income Tax Regulations” means, unless the context clearly indicates otherwise, the regulations in force as final or temporary that have been issued by the U.S. Department of the Treasury pursuant to its authority under the Code, and any successor regulations.

“Interest” means all of a Members ownership interest (within the meaning of the Act) and legal and equitable rights as an owner in the Company, including, without limitation, the Member’s share of the profits and losses of the Company, the right to receive distributions of the Company’s assets, any right to vote and any rights to participate in the management of the Company as provided in the Act and this Agreement.

“Manager” means Stock-Wars Management LLC.

“Member” means any Person who holds a Class A Interest.

“Percentage Interest” means the allocable interest of each Member in the income, gain, loss, deduction or credit of the Company as set forth in the records of the Company. Percentage Interest includes the entire ownership interest of a Member in the Company at any particular time, including, without limitation, the right of such Member to participate in the Company’s income or losses, Distributable Cash and any and all rights and benefits to which a Member may be entitled pursuant to this Agreement and under the Act, together with the obligations of such Member to comply with all the terms and provisions of this Agreement and the Act. For matters described throughout this Agreement a Member’s Percentage Interest shall be calculated by adding all Membership Interests owned by the Member divided by the total outstanding Membership interests of the Company.

“Person” means a natural person or any partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, limited life company, limited duration company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity or any other entity.

“Prime rate” refers to the prime interest rate that U.S. commercial banks charge their most creditworthy customers for loans. Like all loan rates, the prime interest rate is derived from the federal funds overnight rate, which is set by the Federal Reserve at meetings held eight times a year.

“Reserves” means the reasonable reserves established and maintained from time to time by the Manager, in amounts reasonably considered adequate and sufficient from time to time by the Manager to pay taxes, fees, insurances or other costs and expenses incident to the Company’s business.

“Unit” means each of the Class A Units, which collectively constitute all of the Interests of the Company. Each individual Unit constitutes a fractional part of the Interest of each Member in the Company representing the relative interest, rights and obligations a Member has with respect to certain economic rights, voting, and other items pertaining to the Company as set forth in this Agreement. Unless otherwise provided herein, references in this Agreement to Units of a Member include all or the portion of such Member’s Interest that is represented by or attributable to, or otherwise relates to, such Units. Whole numbers of Units may be issued by the Company and/or owned by Members and other transferees of Units.

“Unit Issue Date” refers to the date the Class A Units were transferred to a Person.

“Unreturned Capital Contributions” of shall mean, for purposes of this Agreement, the total amount (in dollars) of all Capital Contributions made by the Members less the aggregate amounts paid to the Members by the Company to pay down the balance of their Capital Contributions.

ARTICLE 2

GENERAL PROVISIONS

Section 2.1 Name. The name of the Company shall be Stock-Wars LLC, a Nevada limited liability company.

Section 2.2 Purpose of the Company. Notwithstanding any contrary provision in this Agreement, the Articles of Organization, or any other governing or organization documents of the Company to the contrary, the following shall govern the nature and principal purpose of the Company (the “Company Business”) and the purposes to be conducted and promoted by the Company (either directly, or indirectly, through one or more Subsidiaries), is to engage in the following activities:

(1) To develop, operate, manage, and otherwise deal with a software application designed create challenges and contests based on the results of the stock market;

(2) to purchase, own, hold, sell, assign, transfer, operate, manage, pledge and otherwise deal with business commercial or personal property of the Company;

(3) to enter into any transaction necessary including but not limited to financing agreements, management agreements, employment agreements in furtherance of the Company’s business;

(4) to create any policies or procedures in furtherance of the Company’s business; and

(5) to exercise all powers and take all actions necessary, appropriate or convenient to the conduct, promotion or attainment of the Company business or purposes otherwise set forth herein.

It is understood that the foregoing statement of purposes shall not serve as a limitation on the powers or abilities of this Company, which shall be permitted to engage in any other business activities without a formal amendment to this Agreement.

Section 2.3 Term. This Company shall continue in existence in perpetuity from the date of filing of its Articles of Organization with the Nevada Secretary of State, unless earlier dissolved pursuant to the Act or in accordance with this Agreement.

ARTICLE 3

COMPANY OFFICES

Section 3.1 Registered Office. The registered office of the Company in Nevada required by the Act shall be as set forth in the Company’s Articles of Organization until such time as the registered office is changed in accordance with the Act.

Section 3.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be fixed by the Manager within or without the State of Nevada. The initial principal office address is 401 Ryland St. STE 200-A, Reno, NV 89502.

Section 3.3 Other Offices. The Manager may at any time establish other business offices within or without the State of Nevada.

ARTICLE 4

MEMBERS; LIMITED LIABILITY OF MEMBERS; CLASSES; INTERESTS OF MEMBERS; CERTIFICATES; VOTING RIGHTS; MEETINGS OF MEMBERS

Section 4.1 Members. Each Person admitted as a Member of the Company pursuant to the Act and this Agreement, shall be a Member of the Company until they cease to be a Member in accordance with the provisions of the Act, the Articles of Organization, or this Agreement. Upon the admission of any new Member, the Company shall update its records to reflect the name, address, Capital Contribution, and date admitted as a Member.

Section 4.2 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Member shall be personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company.

Section 4.3 Nature of Membership Interest; Agreement Is Binding upon Successors. The Interests of Members in the Company constitute their personal property. No Member has any interest in any specific asset or property of the Company. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. If a Member who is not a natural person is dissolved or terminated, the successor of such Member shall be bound by the provisions of this Agreement.

Section 4.4 Certificates Evidencing Interests. It is not the intention to issue the Members certificates evidencing their Membership Units. However, the Company may issue to every Member of the Company a certificate signed by the Manager specifying the Interest of such Member. If a certificate for registered interests is worn out or lost, it may be renewed on production of the worn-out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of the Manager.

Section 4.5 Classes of Members. The Company shall have one (1) class of Members: Class A Members. This class of Members shall have the rights, powers, duties, obligations, preferences and privileges set forth in this Agreement. The names and addresses of the Members shall be maintained by the Company.

4.6 Voting Rights

For all matters regarding voting throughout this Agreement, if the provision requires a vote of one class of Members, the Percentage Interest shall be calculated by using the total number of Membership Interests owned by all Members in that Class (whose votes on a certain matter align) divided by the total number of outstanding Membership Interests of that Class.

(A) Except as may otherwise be provided in this Agreement, the Act, or the Articles of Organization, each of the Class A Members shall have one vote per Class A Unit owned by that Class A Member to vote on any matters other than matters that cannot be waived under the Act. Notwithstanding anything contained herein, the Members shall not participate in the day-to-day management of the business of the Company.

(B) Class A Members will be entitled to vote on matters stated in Section 4.6(C).

(C) The Affirmative vote of 60% of all Class A Members shall be required to:

(i) approve a sale of one or more Company assets whose value represents over 20% of the total assets of the Company in a single transaction or a series of transactions;

(ii) amend the Articles of Organization or make substantive or material amendments to this Agreement; and

(iii) remove or replace the Manager.

(D) Without limiting the preceding provisions, no Person shall be entitled to exercise any voting rights as a Member until such Person (i) has been admitted as a Member, and (ii) has paid the Capital Contribution required hereunder.

Section 4.7 Place of Meetings. All meetings of the Members may be held at any place within the United States designated by the Manager. The meetings may occur in-person, telephonically, or digitally using available technology. The Manager shall have sole discretion as to the manner in which meetings of the Members are carried out.

Section 4.8 Meetings of Members. No annual meeting of the Members shall be required. Notwithstanding the foregoing, a meeting of the Members for the purpose of taking any action permitted to be taken by the Members hereunder may be called by the Manager. Upon request in writing that a meeting of Members be called for any proper purpose, the Manager shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time established and set by the Manager. Such notices shall state: (1) the place, date and hour of the meeting; and, (2) those matters which the Manager, at the time of the mailing of the notice, intends to present for action by the Members.

Section 4.9 Quorum. The presence at any meeting in person or by proxy of Members holding not less than a fifty one percent (51%) of the Percentage Interests of the class or classes entitled to vote at such meeting shall constitute a quorum for the transaction of business. This section shall not be interpreted to alter the votes required by this Agreement.

Section 4.10 Waiver of Notice. If any notice is required to be given to any Member, a written signed waiver by that Member shall be equivalent to the giving of such notice, regardless of when such waiver was signed.

Section 4.11 Action by Members Without a Meeting. Any action which, under any provision of the Act or the Articles of Organization or this Agreement may be taken at a meeting of the Members, may be taken without a meeting, and without notice. Such action may be taken without a meeting if a written consent of such action, is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting with all of the voting Members as if the vote were taken during a meeting.

Any Member giving a written consent, or the Member’s proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing received by the Manager prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the Manager, but may not do so thereafter. Such revocation is effective upon its receipt by the Manager or, if there shall be no person then holding such office, upon its receipt by any other officer or Manager of the Company.

Section 4.12 Record Date. The Manager shall fix a time in the future as a record date (the “Record Date”) for the determination of the Members entitled to notice of and to vote at any meeting of Members or entitled to give consent to action by the Company in writing without a meeting, to receive any report, to call a Call Amount pursuant to section (X), to receive any dividend or distribution, or any allotment of rights, or to exercise rights with respect to any change, conversion or exchange of interests. The Record Date so fixed shall be not more than Sixty (60) days nor less than ten (10) days prior to the date of any meeting, nor more than Sixty (60) days prior to any other event for the purposes of which it is fixed. When a Record Date is so fixed, only Members of record at the close of business on that date are entitled to notice of and to vote at any such meeting, to give consent without a meeting, to receive any report, to receive a dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any interests on the books of the Company after the Record Date, except as otherwise provided by statute or in the Articles of Organization or this Agreement.

Section 4.13 Members and Managers May Participate in Other Activities. Each Member and Manager of the Company, either individually or with others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Member or Manager shall be obligated to offer to the Company or to the other Members any opportunity to participate in any such other business venture. Neither the Company nor the other Members shall have any right to any income or profit derived from any such other business venture of a Member, Manager or Affiliate. A Member or Manager may engage in incidental use of the Company’s computers, communication systems, or internet facilities for other business activities so long as such usage has no material impact upon the Company’s facilities and equipment.

Section 4.14 Members Are Not Agents. The management of the Company is vested in the Manager. The Members shall have no power to participate in the management of the Company except as expressly authorized by the Act, this Agreement or the Articles of Organization. No Member, acting solely in the capacity of a Member, is an agent of the Company nor does any Member, unless expressly and duly authorized in writing to do so by the Manager, have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose. Any attempt to do so is null and void ab initio.

Section 4.15 Transactions of Members with the Company.

(A) Subject to any limitations set forth in this Agreement and with the prior written approval of the Manager, a Member may lend money to and transact other business with the Company, such as providing services for compensation. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member. Any such loan or other transaction shall not be deemed a Capital Contribution under this Agreement unless specifically approved upon, in writing, by the Manager.

Section 4.16 Loans between Members and the Company.

(A) Loans from Members to the Company.

Without limiting Section 4.15(A), no Member shall be obligated to lend money to the Company. No Member may lend money to the Company without the prior written approval of the Manager. Any loan by a Member to the Company with the required approval of the Manager shall be separately entered on the books of the Company as a loan to the Company and not as a Capital Contribution, shall bear interest at such commercially reasonable rate as may be agreed upon by the lending Member and the Manager, and shall be evidenced by a promissory note containing commercially reasonable terms duly executed by the Manager. In the event a loan is made by a Member and no promissory note is issued by the Company, then such amount shall be treated as a loan and bear interest at the rate of the Prime rate plus two percent (2%) per annum.

(B) Loans to Members from the Company.

It is not the Company’s intention to issue Loans in the normal course of the Company’s business. However, in the event the Manager determines a loan to Member is in the best interest of the Company, a Member may issue a Promissory Note to the Company. The terms of the Promissory Note(s) will be at the sole and absolute discretion of the Manager; however the terms of the Promissory Notes will be on commercially reasonable terms for arms-length transactions.

Section 4.17 Withdrawal. No Class A Member may have the right to voluntarily or involuntarily withdraw, resign, or otherwise disassociate (a “Withdrawal” or to “Withdraw”) or receive a return of its Capital Contribution from the Company applicable to said Class A Member except on the prior written consent of the Manager, which may be withheld, conditioned or delayed in Manger’s sole discretion. Any Withdrawal for which no consent has been given shall be null, void and of no effect whatsoever.

Section 4.18 Company Redemption Option. The Company may purchase 100% of a Members (or Unitholder in the event of a transfer) then-owned Class A Units at the sole discretion of the Manager (“Redemption Option”). The Company may exercise the Redemption Option at any time. To exercise the Redemption Option, the Company must notify (the “Redemption Option Notice”) the Class A Member of their intent to exercise the Redemption Option no less than 15 calendar days before the Company will purchase the Class A Units. The Redemption Option Notice will identify the number of Class A Units the Company is purchasing from the Class A Member(s), the purchase price for each of the Class A Units (including to total purchase price), and the date on which the purchase will be executed. The Redemption Option will be deemed exercised as of the date such Redemption Option Notice is sent out to the Class A Member.

Section 4.19 Redemption Price; Sufficient Cash Available for Redemption. To the extent there is sufficient and available cash available for redemption, the redemption price shall be calculated based on the time from the Unit Issue Date the Redemption Option is exercised. The redemption price shall be as follows:

(1) If the Redemption Option is exercised by the Company between one (1) and two (2) calendar years from the Unit Issue Date, then the Redemption Price shall be 107% of the total Unreturned Capital Contributions for the Member.

(2) If the Redemption Option is exercised by the Company between two (2) and three (3) calendar years from the Unit Issue Date, then the Redemption Price shall be 108% of the total Unreturned Capital Contributions for the Member.

(3) If the Redemption Option is exercised by the Company after three (3) calendar years from the Unit Issue Date, then the Redemption Price shall be 110% of the total Unreturned Capital Contributions for the Member.

(4) If the Unreturned Capital Contribution balance for a Member is at zero dollars ($0.00), the Redemption Price shall be zero dollars ($0.00) and the Member will only be entitled to any unpaid Distributions owed, if any, to the Member at the time the Units are redeemed.

The Redeeming Company shall be entitled to any distribution payable to such Class A Member from the Redemption Option Notice through the closing date of the redemption.

4.20 Manager’s Discretion for Redemption. The Manager has sole and absolute discretion as to:

(A) whether to exercise a Redemption Option, in part or in full;

(B) the amount of cash available for redemption;

(C) the timing of the payment to a redeemed Member;

(D) whether to allocate the cash available for redemption amongst one or more Members and/or Units.

The Company’s failure to pay the Redemption Price to the Redeemed Member in a timely manner will not give rise to default under the terms of this Agreement. In such a case, the Redemption Option for the un-redeemed Units will be deemed to have been revoked by the Manager as of the date the Redemption Option Notice was received. In such a case, the Members any unpaid but owed distributions, if any, will be owed to Member, however Manager has sole and absolute discretion on the timing and amount of payment of those owed but unpaid distributions.

The Manager shall not be liable to any Member for any action as provided in Section 4.18-4.20.

Section 4.21 Mandatory Redemptions Applicable to ERISA Investors. The Company may issue Units to an ERISA Investor in exchange for Capital Contribution(s) and the Manager may admit such ERISA Investor as a Member subject to the terms hereof; provided, that the Manager shall only accept Capital Contributions from an ERISA Investor and issue Units in exchange thereof (and admit said ERISA Investor as a Member if applicable) if, after said issuance, the Units held by ERISA Investors, collectively, would be less than twenty five percent (25%) of the Units then outstanding. At all times, the number of Units held by ERISA Investors shall be less than twenty-five percent (25%) of all Units then outstanding. For purposes of this calculation, the term “Member” shall include Assignees. This limitation shall be referred to as the “ERISA Investor Restriction.” If as a result of a Member Withdrawal, redemption or otherwise or issuance of additional Units, the Company violates or will violate the ERISA Investor Restriction, the Manager has the right, exercisable in its sole discretion, to cause the Company to redeem outstanding Units that are then held by ERISA Investors, on a pro rata basis, as is or may be necessary to ensure that the Company does not violate the ERISA Investor Restriction. In the event the Manager determines to exercise its rights under this Section 4.22, the Manager shall give each ERISA Investor immediate written notice of said determination, and in such Writing shall advise each ERISA Investor of the number of Units to be redeemed from said Investor, the effective date of such redemption and the Redemption Price to be paid to such Investor. Upon the effective date of such redemption, the Manager shall cause the Company to tender to each ERISA Investor the Redemption Price applicable to said Investor as directed by said Investor. No fees shall be assessed by the Company on a redemption occurring pursuant to this Section.

ARTICLE 5

MANAGEMENT OF THE COMPANY

Section 5.1 Manager. The business and affairs of the Company shall be managed, and all its powers shall be exercised by or under the direction of the Manager.

Section 5.2 Powers of the Manager. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Manager shall have the following powers and authorities:

(A) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations as the Manager shall deem to be in the best interests of the Company;

(B) to appoint and remove officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(C) to lend money and borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, guaranty agreements, hypothecations or other evidence of debt and securities therefor;

(D) to designate an executive and/or other committees to serve at the pleasure of the Manager, and to prescribe the manner in which proceedings of such committees shall be conducted;

(E) to lease, rent, acquire real and personal property, arrange financing and enter into contracts;

(F) to act as agent of the Company for in front of regulatory, administrative, other governmental bodies, utilities, or any other body;

(G) to enter into any business arrangement with affiliated or unaffiliated third parties including entering into a joint venture, partnership, joint tenancy, merger transaction, or any other arrangement with any third party;

(H) to raise funds for the Company including but not limited to creating and issuing additional Class A Units, or creating, selling, and issuing addition classes of membership interests.

(I) to make all other arrangements and do all things which are necessary or convenient to the conduct, promotion or attainment of the business, purposes, or activities of the Company.

Section 5.3 Agency Authority of Manager. The Manager, acting alone, is authorized to endorse checks, drafts, and other evidence of indebtedness made payable to the order of the Company.

Section 5.4 Limited Liability. Except as expressly set forth in this Agreement or required by law, no Manager shall be personally liable for any debt or obligation of the Company.

Section 5.5 Standards of Conduct; Modification of Duties.

(A) Notwithstanding any other provision of this Agreement or other applicable law, whenever in this Agreement or any other agreement contemplated hereby or otherwise, the Manager, in its capacity as the manager of Company, is permitted to or required to make a decision, the Manager shall be entitled to consider only such interests and factors as it desires, including its own interests, to give any consideration to any interest of or factors affecting Company or the Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Act or under any other law, rule or regulation.

(B) Except as is provided in Section 5.5(C), the Members acknowledge and agree that the Manager, in managing the Company, does not owe any fiduciary duties to the Members and/or to the Company including: (1) the duty of loyalty and good faith; and, (2) the duty of reasonable care and diligence.

(C) The Manager shall not exercise its duty of loyalty and good faith and duty of reasonable care and diligence in a manner below (1) the standard of willful or intentional misconduct; (2) gross negligence; or, (3) knowing violation of the law by the Manager.

(D) The Members hereby waive any right to bring direct or derivative claims for breach of fiduciary duty (duties) that they, as Members, may have against the Manager (1) as Members; or, (2) on behalf of the Company, unless such claims violate the standards as stated under Section 5.5(C).

(E) This Section 5.5 is written and agreed to pursuant the Act and applicable Nevada law, whether such law is derived from statute, regulation, common law, or in equity.

5.6 Duties of Manager to Creditors. Except as expressly set forth in this Agreement, to the fullest extent permitted by law, the Manager shall not have any duties or liabilities, including fiduciary duties other than the duties of good faith and fair dealing as limited through Section 5.5, to any Member as creditor or any other creditor of Company, and the provisions of this Agreement.

5.7 No Duty of Manager to Members Tax Consequences. The Members expressly acknowledge that the Manager is under no obligation to consider the separate interests of the Members (including, without limitation, the tax consequences to Members) in deciding whether to cause Company to take (or decline to take) any actions, and the Manager shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by Members in connection with such decisions.

5.8 Manager’s Protection from Apparent Authority. The Manager shall be protected when acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by Manager to be authorized or genuine and to have been signed or presented by person(s) with proper authority.

5.9 Manager May Consult. The Manager may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, or other consultants and advisers selected by them. Any action taken or not taken by Manager in reliance upon the advice or opinion of such advisors (as to matters that the Manager reasonably believes to be within such Person’s professional or expert competence) shall raise a conclusive presumption that such action or non-action was taken in good faith and in accordance with such advice or opinion.

5.10 Authority to Delegate. The Manager shall have the right, with respect to any of their powers or obligations as provided in this Agreement, to act through any of their duly authorized officers or any duly appointed agent, attorney, or attorneys-in-fact. Each such agent or attorney shall, to the extent provided by the Manager in written the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the Manager as provided in this Agreement.

Section 5.11 Election and Removal of Manager. The initial Manager shall be Stock-Wars Management LLC, a Nevada limited liability company. Stock-Wars Management LLC shall be the Manager of the Company until the dissolution of the Manager or until the Manager is removed pursuant to this Section 5.11.

(A) Subsequent Managers shall be elected by (i) the vote of Members holding not less than a sixty percent (60%) the Class A Units at any meeting of the Members, or (ii) by written consent of Members holding not less than sixty percent (60%) of the Class A Units. Except as otherwise provided by the Act or the Articles of Formation, the Manager shall hold office until dissolution, his or her death, mental incompetence, resignation, or removal.

(B) The Manager may be removed for Cause upon the vote of a majority of the Percentage Interests of seventy five percent (75%) of the Members. For purposes of removal of a Manager, “for Cause” shall mean any of the following:

(i) Breach or default (and subsequent failure to cure or commence to cure) by the Manager of any material term or obligation under this Agreement that is not waived in writing by a majority of Members holding not less than 51% (fifty-one percent) of the Class A Units or cured (or the cure has not commenced) within thirty (30) days of notice of the alleged breach or default;

(ii) The knowing, willful and continued failure of the Manager to materially and substantially perform Manager’s customary duties (other than due to such party’s death or incapacity due to physical or mental illness), the reckless disregard of the performance of Manager, or the willful engaging by the Manager in gross misconduct or negligence which is materially and substantially injurious to the Company, monetarily or otherwise; or

(iii) Knowingly and intentionally making materially false, misleading, or inaccurate statements in connection with the rendering of services as a Manager that results in material and substantial financial damage to the Company.

(C) The proposed removal of any Manager other than based upon this Section 5.11 shall first be subject to written notice setting forth the alleged basis for the removal. Upon receipt of written notice, the recipient Manager shall have up to thirty (30) days to cure (or commence to cure) the alleged basis for removal. Any dispute regarding whether the alleged basis has been cured shall be subject to the dispute resolution provisions of Section 17.9.

5.12 Resignation or Dissolution/Death/Disability of Manager. The Manager may resign at any time by giving written notice to the Members without prejudice to the rights, if any, of the Company under any contract to which such Manager is a party. The resignation of a manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

From time to time, the Manager may implement a succession plan regarding the management of the Company and disposition of the Manager’s Membership Interests the event of the dissolution, death, or disability of the Manager.

Section 5.13 Manager May Engage in Other Activities. The Manager of the Company shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Manager shall be obligated to offer to the Company or its Members any opportunity to participate in any such other business venture. The Company shall not have any right to any income or profit derived from any such other business venture of the Manager.

This Section 5.13 applies to the Persons who control the Manager, as well as the Manager. Those Persons are permitted to participate in other business ventures and such Persons shall not be liable to the Company or the Members for participating or spending their time in other business ventures.

Section 5.14 Transactions of the Manager with the Company. The Manager may lend money to and transact other business with the Company. Subject to applicable law, the Manager has the same rights and obligations with respect thereto as a Person who is not a Member or Manager. In the event the Manager transacts with the Company, such transaction shall have commercially reasonable terms for similar transactions in the area in which the transaction took place. Manager may authorize an affiliated or unaffiliated third party to act on behalf of the Company with respect to such a transaction with the Manager. No presumption of breach of fiduciary duties or bad faith shall arise if Manager does not appoint an agent to represent the Company in a transaction with the Manager. If the terms of the transaction are on commercially reasonable terms for similar transactions in the area in which the transaction took place, then it shall be presumed that Manager acted in accordance with their duties and in good faith arising from this Agreement and in law or equity.

Section 5.15 Compensation of Manager.

The Manager shall not receive any fees related to the management services. Persons who own or control or are affiliated or associated with the Manager may receive compensation from the Company.

5.16 Expenses Borne by Manager. In the event Manager incurs expenses on behalf of the Company, the Company shall reimburse Manager for such expenses if such expenses are reasonable and in furtherance of the Company’s purposes and objectives.

5.17 Representative.

(A) For taxable years beginning after December 31, 2023 (or any earlier year, if the Managers, so elects), the Managers shall designate a Company representative (in such capacity, the “Company Representative”) to act under Section 6223 of the Code as amended by the Bipartisan Budget Act of 2015 (or any successor thereto) (the “2015 Act”) and in any similar capacity under state, local or non-U.S. law, as applicable. The Company Representative may be removed and replaced by the Managers at any time in its sole discretion. Notwithstanding anything else to the contrary in this Agreement, the Company Representative shall apply the provisions of subchapter C of Chapter 63 of the Code, as amended by the 2015 Act (or any successor rules thereto), or similar provisions of state, local or non-U.S. tax law, with respect to any audit, imputed underpayment, other adjustment, or any such decision or action by the Internal Revenue Service (or other tax authority) with respect to the Company or the Members for such taxable years, in the manner determined by the Company Representative with the approval of the Manager.

(B) The Company Representative shall keep the Members informed of any inquiries, audits, other proceedings or tax deficiencies assessed or proposed to be assessed (of which the Company Representative is actually aware) by any taxing authority against the Company or the Members.

(C) So long as the Company satisfies the provisions of Sections 6221(b)(1)(B) through (D) of the Code, the Company Representative, with the approval of the Managers, may cause the Company to make the election set forth in Section 6221(b)(1) of the Code so that the provisions of Subchapter C of Chapter 63 of the Code shall not apply to the Company. If such election is made the Company Representative shall provide the proper notice to each Member in accordance with Section 6221(b)(1)(E).

(D) Provided the election described above is not in effect, in the case of any adjustment by the IRS in the amount of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof (the “IRS Adjustment”), the Company Representative shall respond to such IRS Adjustment in accordance with either Section 5.17(E) or Section 5.17(F).

(E) In accordance with section 6225 of the Code as enacted under the 2015 Act, the Company Representative may cause the Company to pay an imputed underpayment as calculated under section 6225(b) of the Code with respect to the IRS Adjustment, including interest and penalties (the “Imputed Tax Underpayment”) in the Adjustment Year. The Company Representative shall use commercially reasonable efforts to pursue available procedures to reduce any Imputed Tax Underpayment on account of any Member’s tax status. Each Member agrees to amend its U.S. federal income tax return(s) to include (or reduce) its allocable share of the Company’s income (or losses) resulting from an IRS Adjustment and pay any tax due with such return as required under Section 6225(c)(2) of the Code, even if an Imputed Tax Underpayment liability of the Company or IRS Adjustment occurs after the Member’s withdrawal from the Company. The Company Representative may elect at his/its sole discretion to follow and implement the Centralized Partnership Audit Regulations and thereby address any tax issues at the Company level.

(F) Alternatively, the Company Representative may elect under section 6226 of the Code as implemented under the 2015 Act to cause the Company to issue adjusted Internal Revenue Service Schedules “K-1” (or such other form as applicable) reflecting a Member’s shares of any IRS Adjustment for the Adjustment Year.

(G) Each Member does hereby agree to indemnify and hold harmless the Company, Manager and Company Representative from and against any liability with respect to the Member’s proportionate share of any Imputed Tax Underpayment or other IRS Adjustment resulting in liability of the Company, regardless of whether such Member is a Member in the Company in an Adjustment Year, with such proportionate share as reasonably determined by the Managers, including the Managers’ reasonable discretion to consider each Member’s interest in the Company in the Reviewed Year and a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in section 6225(c) of the Code. This obligation shall survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company.

(H) Each Member does hereby agree to indemnify and hold harmless the Company, the Manager and Company Representative from and against any liability with respect to the Member’s proportionate share of any item of income, gain, loss, deduction, or credit of the Company or any Member’s distributive share thereof reported on an adjusted Internal Revenue Service Schedule K-1 received by the Company with respect to any entity in which the Company holds an ownership interest and which results in liability of the Company, regardless of whether such Member is a Member in the Company in an Adjustment Year, with such proportionate share as reasonably determined by the Managers, including the Manager’s reasonable discretion to consider each Member’s interest in the Company in the Reviewed Year and a Member’s timely provision of information necessary to reduce the amount of Imputed Tax Underpayment set forth in section 6225(c) of the Code. This obligation shall survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company.

ARTICLE 6

MEETINGS OF MANAGER

Section 6.1 Place of Meetings. So long as there is only one Manager, no notice of Meetings of the Manager shall be required and the Manager may conduct its business at any place within or without the State of Nevada that has been designated from time to time by the Manager.

Section 6.2 Action by Managers Without a Meeting. Any action required or permitted to be taken by the Manager may be taken without a meeting if the Manager shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Manager.

ARTICLE 7

OFFICERS

Section 7.1 General. The Manager may determine from time to time to appoint one or more individuals as officers of the Company. An officer need not be a Member or Manager of the Company, and any number of offices may be held by the same person. The Manager shall determine the nature and extent of the duties to be performed by any officer, which shall be reduced to writing. Officers may be designated from time to time by the Manager at Manager’s sole discretion.

Section 7.2 Appointment and Removal. The officers shall be appointed by the Manager. Each officer, including an officer elected to fill a vacancy, shall hold office at the pleasure of the Manager. Any officer may be removed, with or without cause, at any time by the Manager.

Section 7.3 Employment Agreement. Each officer may be required to sign an employment agreement that may delineate the duties, obligations, authorizations, compensation, and covenants that an officer must agree to as a condition precedent appointment. Such an employment agreement may identify itself as confidential. If identified as confidential, Members will not have a right as Members to receive or inspect such an employment agreement. The duties, obligations, authorizations, and covenants arising from such an employment agreement with an officer are independent of this Agreement and may survive appointment of an officer under this Agreement.

ARTICLE 8

CAPITAL CONTRIBUTIONS

Section 8.1 Capital Contributions. Each Class A Member shall make a cash or services contribution to the Company's capital in the amount shown in the subscription agreement provided to a Member at the time the Membership interests are purchased. Except as provided in this Agreement, no Member may withdraw his or her Capital Contribution.

Section 8.2 Capital Accounts. The Company shall maintain for each Member a separate Capital Account in accordance with Treasury Regulations section 1.704-1(b). Upon a valid transfer of a Membership Interest in accordance with Article 9 such Member's Capital Account shall carry over to the new owner.

Section 8.3 No Interest. No Member shall be entitled to interest on its Capital Account.

Section 8.4 Additional Capital Contributions.

(A) No Member shall be obligated to contribute additional capital to the Company in addition to the initial Capital Contribution. No Member shall be permitted or authorized to make any additional Capital Contribution without the prior approval or at the request of the Manager. Additional Capital Contributions may be necessary to accomplish the purposes and objectives of the Company. The Class A Members acknowledge that their Membership Interests may change (including being diluted) from time to time as a result of adding new Members to obtain additional Capital Contributions or from the funding of Capital Calls. With respect to any additional Capital Contribution, the price per Membership Interest shall be the price of the relevant class of Membership Interests at the time the additional Capital Contribution is approved by the Manager, as set by the Manager from time to time.

Such Member or Members making Additional Capital Contributions shall receive a Capital Account credit for each such additional Capital Contribution at the time and in the amount that such Capital Contribution is received by the Company and the related Percentage Interests shall be adjusted accordingly in the records of the Company. This will be the first day of the succeeding month from when the day the Member notified the Manager of Member’s decision to convert their Distribution.

In the event the Member has an obligation under this Agreement or another instrument to make an additional capital contribution, the terms of that agreement will bind the Company and the Member, including any agreements as to the Price per Share.

Section 8.5 No Withdrawal. Except as expressly provided in this Agreement, no Class A Member shall have the right to withdraw from the Company all or any part of his or its Capital Contribution prior to three (3) years after their respective Unit Issue Date in compliance with Section 4.17.

Section 8.6 Receipt of Capital Contribution upon Dissolution. No Member shall receive any part of his or its Capital Contribution upon the dissolution of the Company until:

(A) all liabilities of the Company, except liabilities to Members on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay them; or,

(B) the Articles of Organization or this Agreement is canceled or so amended as to permit the withdrawal or reduction of Capital Contributions by Members.

Section 8.8 Cash Only. A Member, irrespective of the nature of his or its Capital Contribution, shall only have the right to demand and receive cash in return for his or its Capital Contribution.

ARTICLE 9

CAPITAL ACCOUNTS

Section 9.1 A single Capital Account shall be established and maintained for each Member (regardless of the class of Interests owned by such Member and regardless of the time or manner in which such Interests were acquired) in accordance with the capital accounting rules of Section 704(b) of the Code, and the regulations thereunder (including without limitation Section 1.704-1(b)(2)(iv) of the Income Tax Regulations). In general, under such rules, a Member's Capital Account shall be:

(A) increased by: (i) the amount of money contributed pursuant to Article 8 by the Member to the Company (including the amount of any Company liabilities that are assumed by such Member other than in connection with distribution of Company property); and, (ii) allocations to the Member of Company income and gain (or item thereof), including income and gain exempt from tax; and

(B) decreased by (i) the amount of money distributed to the Member by the Company (including the amount of such Member’s individual liabilities that are assumed by the Company other than in connection with contribution of property to the Company), (ii) allocations to the Member of expenditures of the Company not deductible in computing its taxable income and not properly chargeable to capital account, and (iii) allocations to the Member of Company loss and deduction (or item thereof).

Section 9.2 Where Section 704(c) of the Code applies to Company property or where Company property is revalued pursuant to paragraph (b)(2)(iv)(t) of Section 1.704-1 of the Income Tax Regulations, each Member’s Capital Account shall be adjusted in accordance with paragraph (b)(2)(iv)(g) of Section 1.704-1 of the Income Tax Regulations as to allocations to the Members of depreciation, depletion, amortization, and gain or loss, as computed for book purposes with respect to such property.

Section 9.3 The Members shall direct the Company’s accountants to make all necessary adjustments in each Member’s Capital Account as required by the capital accounting rules of Section 704(b) of the Code and the regulations thereunder. Ten or more Members, acting collectively, shall notify the Manager of any non-de minimus adjustments such Members believe that the Members’ Capital Accounts require. The Company may cure any discrepancies after an analysis at the Manager’s sole discretion. After analysis of the Members’ Capital Accounts, if there is a dispute, the Company and the Members shall make a good faith effort to resolve the issue. If such cannot be resolved, the Company shall hire an independent Certified Public Accountant (“CPA”) to make a determination. The Company and the Member(s) agree to be bound by the independent CPA’s determination.

ARTICLE 10

ALLOCATION OF PROFITS AND LOSSES; TAX AND ACCOUNTING MATTERS

Section 10.1 Allocations. Each Member’s distributive share of income, gain, loss, deduction or credit (or items thereof) of the Company as shown on the annual federal income tax return prepared by the Company’s accountants or as finally determined by the United States Internal Revenue Service or the courts, and as modified by the capital accounting rules of Section 704(b) of the Code and the Income Tax Regulations thereunder shall be determined as follows:

10.1(A) Allocations. Except as otherwise provided in this Section 10.1:

(i) items of income, gain, loss, deduction or credit (or items thereof) shall be allocated among the Members in proportion to their Percentage Interests, if any, except that items of loss or deduction allocated to any Member pursuant to this Section with respect to any taxable year shall not exceed the maximum amount of such items that can be so allocated without causing such Member to have a deficit balance in his or its Capital Account at the end of such year, computed in accordance with the rules of paragraph (b)(2)(ii)(d) of Section 1.704-1 of the Income Tax Regulations. Any such items of loss or deduction in excess of the limitation set forth in the preceding sentence shall be allocated as follows and in the following order of priority:

(a) first, to those Members who would not be subject to such limitation, in proportion to their Percentage Interests, and

(b) second, any remaining amount to the Members in the manner required by the Code and Income Tax Regulations.

(ii) Subject to the provisions of Article 8 of this Agreement, the items specified in this Section 10.1 shall be allocated to the Members as necessary to eliminate any deficit Capital Account balances.

10.1(B) Allocations With Respect to Property. Solely for tax purposes, in determining each Member's allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company’s property is revalued pursuant to paragraph (b)(2)(iv)(f) of Section 1.704-1 of the Income Tax Regulations, shall be allocated to the Members in the manner (as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it (or, with respect to property which has been revalued, the adjusted basis of the property to the Company) and the fair market value of the property determined by the Members at the time of its contribution or revaluation, as the case may be.

10.1(C) Minimum Gain Chargeback. Notwithstanding anything to the contrary in this Section 10.1, if there is a net decrease in Company Minimum Gain or Company Nonrecourse Debt Minimum Gain (as such terms are defined in Sections 1.704-2(b) and 1.704-2(i)(2) of the Income Tax Regulations, but substituting the term “Company” for the term “Partnership” as the context requires) during a Company taxable year, then each Member shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in the manner provided in Section 1.704-2 of the Income Tax Regulations. This provision is intended to be a “minimum gain chargeback” within the meaning of Sections 1.704-2(f) and 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted and implemented as therein provided.

10.1(D) Qualified Income Offset. Subject to the provisions of Section 10.1(C), but otherwise notwithstanding anything to the contrary in this Section 10.1, if any Member’s Capital Account has a deficit balance in excess of such Member’s obligation to restore his or its Capital Account balance, computed in accordance with the rules of paragraph (b)(2)(ii)(d) of Section 1.704-1 of the Income Tax Regulations, then sufficient amounts of income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. This provision is intended to be a “qualified income offset” within the meaning of Section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations and shall be interpreted and implemented as therein provided.

10.1(E) Depreciation Recapture. Subject to the provisions of Section 704(c) of the Code and Sections 8.2 – 8.4 of this Agreement, gain recognized (or deemed recognized under the provisions hereof) upon the sale or other disposition of Company property, which is subject to depreciation recapture, shall be allocated to the Member who was entitled to deduct such depreciation.

10.1(F) Loans. If and to the extent any Member is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting deduction of the Company shall be allocated to the Member who is charged with the income. Subject to the provisions of Section 704(c) of the Code and Sections 10.1.(B) – 10.1(D) of this Agreement, if and to the extent the Company is deemed to recognize income as a result of any loans pursuant to the rules of Sections 1272, 1273, 1274, 7872 or 482 of the Code, or any similar provision now or hereafter in effect, such income shall be allocated to the Member who is entitled to any corresponding resulting deduction.

10.1(G) Tax Credits. Tax credits shall generally be allocated according to Section 1.704-1(b)(4)(ii) of the Income Tax Regulations or as otherwise provided by law. Investment tax credits with respect to any Company property shall be allocated to the Members pro rata in accordance with the manner in which Company profits are allocated to the Members under Section 10.1(A) of this Agreement, as of the time such property is placed in service. Recapture of any investment tax credit required by Section 47 of the Code shall be allocated to the Members in the same proportion in which such investment tax credit was allocated.

10.1(H) Change of Pro Rata Interests. Except as provided in Sections 10.1(F) and 10.1(G) of this Agreement or as otherwise required by law, if the proportionate interests of the Members of the Company are changed during any taxable year, all items to be allocated to the Members for such entire taxable year shall be prorated on the basis of the portion of such taxable year which precedes each such change and the portion of such taxable year on and after each such change according to the number of days in each such portion, and the items so allocated for each such portion shall be allocated to the Members in the manner in which such items are allocated as provided in Section 10.1(A) during each such portion of the taxable year in question.

10.1(J) Effect of Special Allocations on Subsequent Allocations. Any special allocation of income or gain pursuant to Sections 10.1(C) or 10.1(D) hereof shall be taken into account in computing subsequent allocations of income and gain pursuant to this Section 10.1 so that the net amount of all such allocations to each Member shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 10.1 if such special allocations of income or gain under Section 10.1(C) or 10.1(D) had not occurred.

10.1(K) Nonrecourse and Recourse Debt. Items of deduction and loss attributable to Member nonrecourse debt within the meaning of Section 1.7042(b)(4) of the Income Tax Regulations shall be allocated to the Members bearing the economic risk of loss with respect to such debt in accordance with Section 1704-2(i)(l) of the Income Tax Regulations. Items of deduction and loss attributable to recourse liabilities of the Company, within the meaning of Section 1.752-2 of the Income Tax Regulations, shall be allocated among the Members in accordance with the ratio in which the Members share the economic risk of loss for such liabilities.

10.1(L) State and Local Items. Items of income, gain, loss, deduction, credit and tax preference for state and local income tax purposes shall be allocated to and among the Members in a manner consistent with the allocation of such items for federal income tax purposes in accordance with the foregoing provisions of this Section 10.1.

Section 10.2 Accounting Matters. The Managers shall cause to be maintained complete books and records accurately reflecting the accounts, business and transactions of the Company on a calendar-year basis and using such cash, accrual, or hybrid method of accounting as in the judgment of the Management Committee or the Members, as the case may be, is most appropriate; provided, however, that books and records with respect to the Company’s Capital Accounts and allocations of income, gain, loss, deduction or credit (or item thereof) shall be kept under U.S. federal income tax accounting principles as applied to partnerships.

Section 10.3 Tax Status and Returns. Any provision the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company may be subject to the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, the filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members.

Section 10.4 Manager shall File Tax Returns. The Manager shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority and shall make timely filing thereof. The Manager shall exercise commercially reasonable efforts, to prepare or cause to be prepared and delivered to each Member within ninety (90) days after the end of each calendar year a report setting forth in reasonable detail the information with respect to the Company during such calendar year reasonably required to enable each Member to prepare his or its federal, state and local income tax returns in accordance with applicable law then prevailing. Nonetheless, neither the Manager nor the Company shall be liable to any Member for failing to complete and deliver such tax information within said ninety (90) days and each Member acknowledges that they may have to file for an extension of time to file their personal tax returns.

ARTICLE 11

DISTRIBUTIONS

Section 11.1 Distributions of Distributable Cash.

(A) Distributions of Distributable Cash from cash flows, if any, shall be determined and issued in Manager’s sole and unreviewable discretion. The Company shall strive to make distributions on a quarterly basis after the Manager has determined the Company has Distributable Cash. All distributions of Distributable Cash shall be distributed as follows: to the Members in their Percentage Interests.

Section 11.2 Distribution upon Liquidation. Upon liquidation of the Company, distributions shall be remitted to the Members to the extent and in proportion with their aggregate Capital Contributions until the aggregate amount distributed to such Members in accordance with this Section 11.2 is sufficient to provide for a return of such Members’ Capital Contributions by the Company. After all Capital Contributions have been returned to the Class A Members, any remaining funds shall be distributed as set forth above in Section 11.1.

Section 11.3. Form of Distributions.

(A) No Member, regardless of the nature of the Member’s Capital Contribution, has any right to demand and receive any distribution from the Company in any form other than money. No Member may be compelled to accept a distribution of any asset in kind.

(B) Without limiting the generality of Section 11.3(A), the Manager may, with the consent of the Member receiving the distribution, distribute specific property or assets of the Company to one or more Members.

Section 11.4. Restriction on Distributions. No distribution shall be made if, after giving effect to the distribution the Company would not be able to pay its debts as they become due in the usual course of business.

Section 11.5 Basis of Manager Discretion. The Manager may base a determination that a distribution is not prohibited on any of the following:

(A) financial statements prepared based on accounting practices and principles that are reasonable in the circumstances;

(B) A fair valuation; or

(C) Any other method that is reasonable in the circumstances.

The effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur within thirty (30) days after the date of authorization, or the date payment is made if it is to occur more than thirty (30) days after the date of authorization.

Section 11.6 Return of Distributions. Members and Assignees who receive distributions made in violation of the Act or this Agreement shall return such distributions to the Company. Except for those distributions made in violation of the Act or this Agreement, no Member or Assignee shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Member or Assignee or paid by a Member or Assignee for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member or Assignee.

Section 11.7 Withholding from Distributions. To the extent the Company is required by law to withhold or to make tax or other payments on behalf of or with respect to any Member, the Company may withhold such amounts from any distribution and make such payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member on behalf of whom the withholding or payment was made.

Section 11.8 754 Election. In the event of a distribution of property to a Member, the death of an individual Member or a transfer of any interest in the Company permitted under the Act or this Agreement, the Company may, in the discretion of the Manager upon the written request of the transferor or transferee, file a timely election under Section 754 of the Code and the Income Tax Regulations thereunder to adjust the basis of the Company’s assets under Section 734(b) or 743(b) of the Code and a corresponding election under the applicable provisions of state and local law, and the person making such request shall pay all costs incurred by the Company in connection therewith, including reasonable attorneys’ and accountants’ fees.

Section 11.9 Minimum Distributions. If and to the extent that the Company is earning income which will result in the Members being subject to income tax on their distributive share of the Company's income, minimum distributions shall be made to the Members in such amounts and at such times (but in no event later than March 31 each year) as shall be sufficient to enable the Members to meet United States income tax liability arising or incurred as a result of their participation in the Company. For the purposes of such distributions, it shall be assumed that the Members are taxable at combined U.S. federal individual, state and local rates of forty percent (40%) on ordinary income and at a twenty percent (20%) rate on Net Capital Gains. Any such distribution shall be made on a nondiscriminatory basis to all Members pro rata in accordance with their respective Percentage Interests. It is specifically recognized that in making a forty percent (40%) assumption regarding tax distributions on ordinary income and twenty percent (20%) on Net Capital Gains, some Members may receive a distribution that is in excess of their actual tax liabilities, and some Members may receive a distribution that is less.

ARTICLE 12

TRANSFER OF INTERESTS; ADMISSION OF MEMBERS; OPTION TO PURCHASE INTEREST OF DECEASED OR DISSOLVED MEMBER

Section 12.1     Transfer of Interests.

(A) No person shall be admitted as a Member of the Company by assignment or sale of a Class A Member’s Interest unless the Manager shall have approved the admission of such Person as a new Member in writing; such approval may withheld, conditioned or delayed in Manager’s sole and absolute discretion.

(B) No person shall be admitted to the Company as a new Member contributing new capital without the approval of the Manager. Manager approval under this section shall be presumed if the new Member is admitted through a securities offering, and the Member and Manager follow the securities offering’s subscription procedures.

(C) Upon the admission of a new Member contributing new capital in accordance with the Act and this Agreement, at the discretion of the Manager, there may be a special closing of the books solely for the purpose of determining the value of the Company’s assets on such date by whatever method the Manager, in their sole and absolute discretion, consider reasonable, and the Capital Accounts of the existing Members may be adjusted based upon their Percentage Interests in the determined asset value. The new Member shall pay in their Capital Contribution, the Company shall establish a Capital Account which shall be credited with the Capital Contribution of the new Member.

(D) The closing of any acquisition of any Interests hereunder shall occur at the principal office of the Company. The assignor, assignee, and Manager shall designate a closing date and time as may be agreed upon by the three parties.

(E) This Section 12.1 and the rights conferred hereunder shall not apply (a) in any merger, acquisition, sale of voting control or sale of substantially all of the Company’s assets; or (b) to any Redemption, Withdrawal, or Involuntary Transfer under Article 4.

(F) Subject to the restrictions set forth in this Section 12.1, certificates evidencing interests in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee satisfactory in form and substance to the Company. If there are no certificates, the Company will maintain a record of the transfer.

Section 12.2 Payment of Purchase Price. The payment of any purchase price shall be in cash.

Section 12.3 Restrictions on Transfer of the Membership Interests by Law. If there are restrictions imposed by federal or state law on the Voluntary or Involuntary Transfer of the Membership Interests, the Members agree that they will refrain from engaging in such a transfer until the restriction(s) by law is lifted or no longer applies. Any such transfer while there is a restriction imposed by law will be void ab initio. It is the duty of the Member, not the Manager, to ensure there are no restrictions on transfer imposed by law. The Member waives any claims and indemnifies the Manager against Member’s claims or the purported transferee, derived from a void transfer transaction. Manager’s approval in writing pursuant to Section 12.1 has no effect on this Section 12.3’s waiver and indemnification.

Section 12.4     Drag-Along Rights.

(A) At any time, Members holding at least a majority of the of Class A Units (the “Selling Members”) may propose a Drag-Along Transaction and require all other holders of Interests (the “Drag-Along Members”) to sell all but not less than all of their Interests in accordance with this Section 12.4. The Selling Members shall exercise their rights pursuant to this Section 12.4 by delivering a written notice (the “Drag-Along Notice”) to the Company and each Drag-Along Member no more than ten (10) Business Days after the execution by all parties thereto of a definitive agreement with respect to the Drag-Along Transaction. The Drag-Along Notice shall make reference to the Selling Members’ rights and obligations hereunder and shall describe in reasonable detail (i) the name of the Person to who the Interests are proposed to be sold; (ii) the proposed date, time and location of the closing of the transaction; (iii) a description of the consideration to be paid; and (iv) the other material terms and conditions of the Drag-Along Transaction.

(B) In connection with any such Drag-Along Transaction, all Drag-Along Members shall consent to and raise no objections against the Drag-Along Transaction, and if the Drag-Along Transaction is structured as (i) a merger, conversion, Interest exchange or consolidation of the Company, or a sale of all or substantially all of the assets of the Company, each holder of Interests entitled to vote thereon shall vote in favor of the Drag-Along Transaction and shall waive any appraisal rights or similar rights in connection with such merger, conversion, Interest exchange, consolidation or asset sale, or (ii) a sale of all the Interests, each holder of Interests shall agree to sell all of his or its Interests that are the subject of the Drag-Along Transaction, on the terms and conditions of such Drag-Along Transaction. The holders of Interests shall promptly take all necessary and desirable actions in connection with the consummation of the Drag-Along Transaction, including the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide customary representations, warranties, indemnities, and escrow/holdback arrangements relating to such Drag-Along Transaction (subject to Sections 12.4(C)(iv) and 12.4(C)(v) below), in each case to the extent that each other holder of Interests is similarly obligated, and (B) effectuate the allocation and distribution of the aggregate consideration upon the Drag-Along Transaction as set forth in Section 12.4(C) below. The holders of Interests shall be permitted to sell their Interests pursuant to any Drag-Along Transaction without complying with any other provisions of this Article 12 (including Section 12.1).

(C) The obligations of the Drag-Along Members pursuant to this Section 12.4 are subject to the following terms and conditions:

(i) Upon the consummation of the Drag-Along Transaction, each Drag-Along Member shall receive the same proportion of the aggregate consideration from such Drag-Along Transaction that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 12.4 as in effect immediately prior to such Drag-Along Transaction, and if a holder of Interests receives consideration from such Drag-Along Transaction in a manner other than as contemplated by such rights and preferences or in excess of the amount to which such holder is entitled in accordance with such rights and preferences, then such holder shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the holders of Interests in accordance with such rights and preferences;

(ii) if any holder of a series of Interests is given an option as to the form and amount of consideration to be received, all holders of Interests shall be given the same option;

(iii) the Company shall bear the reasonable, documented costs incurred in connection with any Drag-Along Transaction (costs incurred by or on behalf of any holder of Interests for its sole benefit will not be considered costs of the transaction hereunder) unless otherwise agreed by the Company and the acquiror, in which case no holder of Interests shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Transaction (excluding modest expenditures for postage, copies, and the like) and no holder of Interests shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share of reasonable expenses incurred in connection with a consummated Drag-Along Transaction;

(iv) no holder of Interests shall be required to provide any representations, warranties or indemnities (other than pursuant to an escrow or holdback of consideration proportionate to the amount receivable under this Section 12.4) in connection with the Drag-Along Transaction, other than customary (including with respect to qualifications) several representations, warranties and indemnities concerning (A) such holder’s valid title to and ownership of Interests, free of all liens, claims and encumbrances (excluding those arising under applicable securities laws), (B) such holder’s authority, power and right to enter into and consummate such Drag-Along Transaction, (C) the absence of any violation, default or acceleration of any agreement to which such holder is subject or by which its assets are bound as a result of the Drag-Along Transaction, and (D) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such holder in connection with the Drag-Along Transaction (and then only to the extent that each other holder of Interests provides similar representations, warranties and indemnities with respect to the Interests held by such holder of Interests);

(v) no holder of Interests shall be obligated in respect of any indemnity obligations in such Drag-Along Transaction for an aggregate amount in excess of the total consideration payable to such holder of Interests in such Drag-Along Transaction; and

(vi) if some or all of the consideration received in connection with the Drag-Along Transaction is other than cash, then such consideration shall be deemed to have a dollar value equal to the fair market value of such consideration as determined by the Manager in its reasonable judgment.

(D) Notwithstanding anything to the contrary in this Section 12.4, if the consideration proposed to be paid to the holders of Interests in a Drag-Along Transaction includes securities with respect to which no registration statement covering the issuance of such securities has been declared effective under the Securities Act, then each of the holders of Interests that is not then an “Accredited Investor” (without regard to 17 C.F.R. 501(a)(4)) may be required (notwithstanding Section 12.4(c)(ii)), at the request and election of the holders that are pursuing a Drag-Along Transaction, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such requesting holders or (ii) accept cash in lieu of any securities such non-Accredited Investor would otherwise receive in an amount equal to the fair market value of such securities as determined in the manner set forth in Section 12.4(c)(vi).

(E) Holders of an amount of outstanding Class A Units sufficient to propose a Drag-Along Transaction shall have the right in connection with any such transaction (or in connection with the investigation or consideration of any such potential transaction) to require the Company to cooperate fully with potential acquirors in such prospective Drag-Along Transaction by taking all customary and other actions reasonably requested by such holders or such potential acquirors, including making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors, establishing an electronic data room including materials customarily made available to potential acquirors in connection with such processes and making its employees reasonably available for presentations, interviews and other diligence activities, in each case subject to reasonable and customary confidentiality provisions. In addition, the holders of Class A Membership Interests entitled to propose a Drag-Along Transaction shall be entitled to take all steps reasonably necessary to carry out an auction of the Company, including selecting an investment bank, providing confidential information (pursuant to confidentiality agreements), selecting the winning bidder and negotiating the requisite documentation. The Manager shall direct the Company to provide assistance with respect to these actions as reasonably requested.

ARTICLE 13

ACCOUNTING, RECORDS, REPORTING TO AND BY MEMBERS

Section 13.1 Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods followed for United States federal income tax purposes. The books and records of the Company shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain all of the following:

(A) A current list of the full name and last known business or residence address of each Member and Assignee, together with the Capital Contributions, Capital Accounts, and Percentage Interests of each Member or Assignee;

(B) A copy of the Articles of Organization and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles of Organization or any amendments thereto have been executed;

(C) Copies of the Company’s U.S. federal, state and local income tax or information returns and reports, if any, and any tax returns or reports filed by or on behalf of the Company in any other jurisdiction;

(D) A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

(E) Copies of the financial statements of the Company as is required by law;

(F) Copies of all Company contracts;

(G) The accounting records of the Company, including, without limitation, checks, cancelled checks, bank statements, ledgers, invoices and similar records.

Section 13.2 Delivery to Members for Inspection. Upon the request of any Member for purposes reasonably related to the interest of that Person as a Member, the Manager shall promptly deliver to the requesting Member, at the expense of the requesting Member, a copy of the information required to be maintained under Sections 13.1(A), 13.1(B), 13.1(D), and 13.1(E) and a copy of this Agreement. Any inspection or copying by a Member under this Article 13 may be made by that Person or that Person’s attorney.

Section 13.3 Right to Inspect. Each Member and Manager has the right, upon reasonable request for purposes reasonably related to the interest of the Person as Member or Manager, to:

(A) inspect and copy during normal business hours any of the Company records described in Sections 13.1(A), 13.1(B), 13.1(D), and 13.1(E) of this Agreement; and,

(B) obtain from the Manager, promptly after their becoming available, a copy of the Company's U.S. federal, state and local income tax or information returns and reports and any tax returns and reports filed in any other jurisdiction for each fiscal year of the Company.

Section 13.4 Preparation of Financial Reports. The Manager shall be responsible for the preparation of financial reports of the Company and for the coordination of financial matters of the Company with the Company's accountants. Annual compiled financial statements shall be prepared that include a statement showing any item of income, gain, deduction, credit or loss allocable for U.S. federal income tax purposes pursuant to the terms of this Agreement.

Section 13.5 Filings. The Manager, at the Company’s expense, shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Manager, at the Company’s expense, shall also cause to be prepared and timely filed, with the appropriate federal and state regulatory and administrative bodies, amendments to or restatements of, the Articles of Organization and all filings or reports required to be filed by the Company with those entities under the Act or other then-current applicable laws, rules, and regulations. The Manager’s failure to file such reports/filings shall not be deemed a breach of this Agreement if the Manager determines that not filing such reports/filings is in the interest of the Company. Such determination shall be in the sole discretion of the Manager.

Section 13.4 Bank Accounts. The Manager shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person. In the event the Company is unable to obtain bank accounts, the funds of the Company may be held as determined by the Manager.

Section 13.5 Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Manager. The Manager may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with accounting methods followed for U.S. federal income tax purposes or for purposes of any other jurisdiction in which the Company does business or is required to file tax returns or reports under applicable law.

ARTICLE 14

DISSOLUTION AND LIQUIDATION

Section 14.1 Dissolution. Subject to the provisions of the Act or the Articles of Organization, the Company shall be dissolved and its affairs wound up upon the first to occur of the following:

(A) At the time specified in the Articles of Organization; or

(B) Upon the sale of substantially all of the assets of the Company, as authorized by the Manager.

Upon the occurrence of any of the events of dissolution as stated in this Section 14.1 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Manager shall appoint a liquidating agent who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his or her appointment, the liquidating trustee shall cause to be filed a statement of intent to dissolve as required by the Act.

Section 14.2 No Distributions until the Distribution Date. During the course of liquidation, the Members shall continue to share profits and losses, but there shall be no cash distributions to the Members until the Distribution Date (as defined in Section 14.3).

Section 14.3 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. When the liquidating agent has determined that there can be a final accounting, the liquidating agent shall establish a date (not to be later than the end of the taxable year of the liquidation, i.e., the time at which the Company ceases to be a going concern as provided in Section 1.704-1(b)(2)(ii)(g) of the Income Tax Regulations, or, if later, ninety (90) days after the date of such liquidation) for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”). The net proceeds of liquidation of the Company shall be distributed to the Members as provided in Section 14.2 not later than the Distribution Date.

Section 14.4 Wind-Up. Upon dissolution and termination, the Manager or liquidating agent, as the case may be, shall wind up the affairs of the Company, shall sell or wind up all the Company assets as promptly as consistent with obtaining, insofar as possible, the fair value thereof after paying all liabilities, including all costs of dissolution. The proceeds from the liquidation of the assets of the Company and collection of the receivables of the Company, together with the assets distributed in kind, to the extent sufficient therefore, shall be applied and distributed in the following descending order of priority:

(A) To the payment and discharge of all of the Company’s debts, liabilities, and expenses of the Company, including liquidation expenses;

(B) To the creation of any reserves which the Manager deems necessary or reasonable for any contingent of unforeseen liabilities or obligations of the Company;

(C) To the payment and discharge of all of the Company’s debts and liabilities owing to Members, but if the amount available for payment is insufficient, then pro rata in proportion to the amount of the Company debts and liabilities owing to each Member; and

(D) To all the Members in the proportion of their respective positive Capital Accounts, as those accounts are determined after all adjustments to such accounts for the taxable year of the Company during which the liquidation occurs as are required by this Agreement and Income Tax Regulations § 1.704-I(b), such adjustments to be made within the time specified in such Income Tax Regulations;

(E) In accordance with Section 11.1 of this Agreement.

Section 14.5 Filings for Termination. Upon dissolution and liquidation of the Company, the liquidating agent shall cause to be executed and filed with the Secretary of State of the State of Nevada, Articles of Termination in accordance with the Act.

ARTICLE 15

INDEMNIFICATION

Section 15.1 Indemnification Proceeding Other than by Company.

(A) The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the Person is or was a Manager, Member, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a manager, member, shareholder, director, officer, partner, trustee, employee, or agent of any other Person, joint venture, trust or other enterprise, against expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding.

(B) Section 15.1(A) indemnification shall only apply if the Person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 15.2 Indemnification: Proceeding by Company.

(A) The Company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in the Company’s favor by reason of the fact that the Person is or was a Manager, Member, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a Manager, member, shareholder, director, officer, partner, trustee, employee, or agent of any other Person, joint venture, trust, or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Person in connection with the defense or settlement of the action or suit if the Person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company.

(B) Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 15.3 Mandatory Indemnification. To the extent that a Manager, Member, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in this Article 15, or in defense of any claim, issue or matter therein, he or she must be indemnified by the Company against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Section 15.4 Authorization of Indemnification. Any indemnification under Sections 15.1 and 15.2, unless ordered by a court or advanced pursuant to Section 15.5, may be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, Member, officer, employee, or agent is proper in the circumstances. The determination must be made by the Manager; or if the person seeking indemnity is the Manager by independent legal counsel selected by the Manager in a written opinion; or by a vote of the majority of Percentage Interests in the Company. The Manager has sole discretion which method to choose. The Manager may choose more than one method.

Section 15.5 Mandatory Advancement of Expenses. The expenses of the Manager, Members and officers incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Manager, Member, or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company. The provisions of this Section 15.5 do not affect any rights to advancement of expenses to which personnel of the Company other than Managers, Members, or officers may be entitled under any contract or otherwise.

Section 15.6 Effect and Continuation.

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Sections 15.1 – 15.5:

(A) unless ordered by a court pursuant to Section 15.2 or for the advancement of expenses made pursuant to Section 15.5, may not be made to or on behalf of any Member, Manager or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, breach of fiduciary duty as limited through this Agreement, fraud, or a knowing violation of the law and was material to the cause of action.

(B) continues for a person who has ceased to be a Member, Manager, officer, employee or agent and inures to the benefit of his or her heirs, executors, and administrators.

Section 15.8 Repeal or Modification. Any repeal or modification of this Article 15 by the Members of the Company shall not adversely affect any right of a Manager, Member, officer, employee, or agent of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 16

DEFAULTS AND REMEDIES

Section 16.1 Defaults. If a Member materially defaults in the performance of his or its obligations under this Agreement, and (a) such default is not cured within ten (10) days after written notice of such default is given by a Manager to the defaulting Member for a default that can be cured by the payment of money, or (b) within thirty (30) days after written notice of such default is given by a Manager for any other default. Except for claims by non-defaulting Members that cannot be waived under the Act against a defaulting Member, only the Manager may bring a claim on behalf of the Company for the default of a Member.

Section 16.2 Remedies. If a Member fails to perform his or its obligations under this Agreement, the Company shall have the right, in addition to all other rights and remedies provided herein, to bring the matter to arbitration. The award of the arbitrator in such a proceeding may include an order for specific performance by the defaulting Member of his or its obligations under this Agreement, an award for damages for payment of sums due to the Company or to one or more Members and/or may result in the defaulting Member’s expulsion. Upon expulsion, a Member shall no longer have any ongoing rights, but shall be entitled to pro rata allocation and distribution of profits, if any, for the remainder of the Fiscal Year of the expulsion.

ARTICLE 17

MISCELLANEOUS

Section 17.1 Entire Agreement. This Agreement constitutes the entire agreement between the Members with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No party hereto shall be liable or bound to the other in any manner by any warranties, representations or covenants with respect to the subject matter hereof except as specifically set forth herein. This shall not apply to subscription agreements executed by Members pursuant to a securities offering.

Section 17.2     Amendments.

(A) This Agreement may be amended only by the affirmative vote of at least fifty-one percent (51%) of the Class A Units, except clerical or ministerial amendments that may be approved unilaterally by the Manager. All amendments shall be in writing. Prior to any vote on amendment, the Manager must first approve the amendment and propose the amendment to the Members.

(B) The Articles of Organization may be amended by the affirmative vote of at least fifty-one percent (51%) of the Class A Units. Any such amendment shall be in writing and shall be executed and filed in accordance with the Act.

Section 17.3 No Waiver. A waiver, amendment or modification of any term or condition of this Agreement must be in writing and signed by the party against whom the waiver, amendment or modification is sought to be enforced. No waiver by any party of any breach hereunder shall be deemed a waiver of any other breach or any subsequent breach.

Section 17.4 Representation of Shares of Companies or Interests in Other Entities. The Manager is authorized to vote, represent, and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other Person, in the name of this Company. The authority herein granted to said Manager to vote or represent on behalf of this Company may be exercised by the Manager in person or by any other person authorized so to do by proxy or power of attorney duly executed by said Manager.

Section 17.5 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Section 17.6 Severability. If any provision of this Agreement is rendered or declared illegal, invalid or unenforceable by reason of any existing or subsequently enacted legislation or by the final judgment of any court of competent jurisdiction all other provisions of this Agreement shall remain in full force and effect.

Section 17.7 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Nevada (without regard to conflicts of law principles).

Section 17.8 Choice of Venue. Any suit, legal action or proceeding involving any dispute or matter regarding, relating to or arising under this Agreement shall be brought solely in Omaha, Nebraska. All parties hereby consent to the exercise of personal jurisdiction, and waive all objections based on improper venue and/ or forum non conveniens, in connection with or in relation to any such suit, legal action or proceeding.

Section 17.9 Payment of Legal Fees and Costs. In the event that a Member initiates or asserts any suit, legal action, claim, counterclaim or proceeding regarding, relating to or arising under this Agreement, the Units, or the Company, including claims under the U.S. federal or state securities laws; and (ii) does not, in a judgment on the merits, substantially achieve, in substance and amount, the full remedy sought or the equivalent is reached in settlement, then the Member shall be obligated to reimburse the Company and any parties indemnified by the Company for any and all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees, the costs of investigating a claim and other litigation expenses) that the Company and any parties indemnified by the Company may incur in connection with such Claim.

17.10 Notices. All notices, requests, demands and other communications given under or by reason of this Agreement shall be in writing and shall be deemed given (i) upon delivery when delivered in person, (ii) as of 2:00 p.m. on the day after being delivered to a nationally recognized overnight courier; (iii) upon transmission thereof and receipt of the appropriate answerback when delivered by facsimile transmission or by email; or (v) 72 hours after being placed in a depository of the United States mails when delivered by certified mail (return receipt requested), postage prepaid, addressed as follows (or to such other address as a party may specify by notice pursuant to this provision):

(a) If to the Company:

401 Ryland St. STE 200-A

Reno, NV 89502

(b) if to the Member, to the address and contact information provided by the Member to the Company from time to time. Each Member has the affirmative duty to inform the Company of any address and other contact information changes by October 1 of every year.

Section 17.11 Titles and Subtitles. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement.

Section 17.12 Currency. Unless otherwise specified, all currency amounts in this Agreement refer to the lawful currency of the United States of America.

Section 17.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become effective when there exist copies hereof which, when taken together, bear the authorized signatures of each of the parties hereto.

Section 17.14 Preparation of Agreement. This Agreement has been prepared by Red Rock Securities Law Inc. an Arizona law firm (the “Law Firm”), counsel for the Company in the course of its representation of it, and:

(A) The Members have been advised to seek independent counsel or have had the opportunity to seek such representation;

(B) The Law Firm has not given any advice or made any representations to the members with respect to the tax consequences of this Agreement;

(C) The Members have been advised that the terms and provisions of this Agreement may have tax consequences and the Members have been advised by the Law Firm to seek independent counsel with respect thereto; and,

(D) The Members have been represented by independent counsel or have had the opportunity to seek such representation with respect to the tax consequences of this Agreement.

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IN WITNESS WHEREOF, STOCK-WARS LLC, through its Manager and Class A Member hereby execute this Operating Agreement effective as of November 1, 2024.

STOCK-WARS LLC,

a Nevada limited liability company

Manager, Stock-Wars Management LLC

Class A Member, Stock-Wars Management LLC:

Stock-Wars LLC Operating Agreement

Schedule A

List of Members

33

Exhibit 1A-4.1

STOCK-WARS LLC

a Nevada limited liability company

1,500,000 Class A Units of Membership Interest

REGULATION A SUBSCRIPTION AGREEMENT

This Subscription Agreement (the “Subscription Agreement”) is made as of the date set forth below by and between the undersigned (the “Subscriber”) and the Company and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the “Offering”) for sale by the Company of the Class A Interests as described in the Company’s offering circular (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Class A Interests are also referred to herein as the “Securities” or “Class A Units.”

Investing in securities represented by the Class A Units of Stock-Wars LLC, a Nevada limited liability company (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Class A Units and if a public market develops following this offering, it may not continue.

The Class A Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The Class A Units have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering, through the online website platform at www.stock-wars.com (the “Portal”), or the SEC’s EDGAR website at https://www.sec.gov/edgar/search/.

No sale may be made to persons who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this Subscription Agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of this Regulation A+ Subscription Agreement, the offering circular or any of the other materials available (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officer, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the Class A Units or to allot to any prospective investor less than the amount of Class A Units such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Class A Units shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

ARTICLE I

SUBSCRIPTION

1.01    Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for, and agrees to, purchase from the Company the number of Class A Units set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Class A Units to Subscriber at a minimum purchase of 100 (One Hundred) Class A Units for $1,000.00 (One Thousand Dollars) [Ten Dollars ($10.00) per Class A Unit] for the total amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company's right to sell to Subscriber such lesser number of Class A Units as the Company may, in its sole discretion, deem necessary or desirable.

1.02    Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this Subscription is made subject to the following terms and conditions: 

(a)    Contemporaneously with the execution and delivery of this Subscription Agreement through the Platform, Subscriber shall pay the Purchase Price for the Class A Units in the form of ACH debit transfer, wire transfer, or credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in its sole discretion. 

(b)   Payment of the Purchase Price shall be (i) made by Subscriber via the Portal, (ii) received through the Transfer Agent, and (iii) held in an escrow account operated by the escrow agent the Company selected to hold funds (the “Escrow Agent”) until the minimum offering amount of Eight Million and no/100 Dollars ($8,000,000.00) is met (the “Initial Closing”). After the Initial Closing, the Subscriber’s payment may be accepted by the Company upon receipt (each a “Closing”).

(c)   This subscription shall be deemed to be accepted only when this Subscription Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the Purchase Price for clearance will not be deemed an acceptance of this Subscription Agreement.

(d)   The Company shall have the right to reject this subscription, in whole or in part.

(e)   The payment of the Purchase Price (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled.

(f)    Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Class A Units owned by Subscriber reflected on the books and records of the Company and verified by the Transfer Agent, which books and records shall bear a notation that the Class A Units were sold in reliance upon Regulation A+. 

1.03    Operating Agreement.  You have received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Subscription Agreement constitutes your consent to the Operating Agreement, and that upon acceptance of this Subscription Agreement by the Company, you will become a member of the Company as a holder of Class A Units. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon acceptance of your subscription.

1.04    The Platform. The Offering is described in the Offering Circular, that is available through the online website platform www.stock-wars.com, or the SEC’s EDGAR website at https://www.sec.gov/edgar/search/. Please read this Subscription Agreement, the Offering Circular, and the Operating Agreement. While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date: 

2.01     Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies. 

2.02     Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.  Subscriber is purchasing the Class A Units for Subscriber’s own account. Subscriber has received and reviewed this Subscription Agreement, the Offering Circular and the Operating Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision, and to protect Subscriber’s own interest in connection with an investment in the Class A Units.

2.03     Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and understands all of the risk factors relating to the purchase of Securities.

2.04     Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)   Subscriber is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or 

(b)   The Purchase Price set out below, on the signature page of this Subscription Agreement, together with any other amounts previously used to purchase Securities in this Offering, does not exceed ten percent (10%) of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an Accredited Investor, or the application of the investment limits, it has sought professional advice. 

2.05     Additional Subscriber Information; Payment Information. Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Subscriber acknowledges that Subscriber’s responses to questions on the Platform (as defined in the Offering Circular) are true, complete and accurate in all respects. Payment information provided by Subscriber through the Platform is true, accurate and correct and such payment information shall be deemed to be a part of this Subscription Agreement as if, and to the same extent that, such information was set forth herein.

2.06     Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled “Risk Factors. ” Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition. 

2.07     Neither the Company nor the Platform is an Investment Adviser. Subscriber understands that neither the Company nor the Platform is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

2.08     Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

2.09     Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page and provided on the Platform.

2.10     Power of Attorney. Any power of attorney of the Subscriber granted in favor of the Company contained in the Operating Agreement has been executed by the Subscriber in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

2.11     No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

2.12     Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 

2.13     Terms and Conditions of the Platform.  Subscriber acknowledges that it has read, understands and agrees to the terms and conditions, privacy policy and disclaimers on the Platform.

2.14     Transfer Restrictions.  Subscriber acknowledges and agrees that the Class A Units are subject to restrictions on transfer as described in the Operating Agreement. The Class A Units shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S OPERATING AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, AB INITIO.

ARTICLE III

SURVIVAL; INDEMNIFICATION

3.01     Survival; Indemnification. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained herein shall survive (a) the acceptance of this Subscription Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. 

ARTICLE IV

MISCELLANEOUS PROVISIONS

4.01     Captions and Headings. The Article and Section headings throughout this Subscription Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Subscription Agreement. 

4.02     Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Subscription Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03     Assignability. This Subscription Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought. 

4.04     Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. 

4.05     Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06     Entire Agreement; Amendment. This Subscription Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties. 

4.07     Severability. The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted. 

4.08     Notices. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Platform). You shall send all notices or other communications required to be given hereunder to the Company via email at ir@stock-wars.com, with a copy sent either certified mail or another traceable form of delivery to the Company at the following address:

Stock-Wars LLC

11318 Davenport Street

Omaha, Nebraska, 68154

Attention: Investor Relations

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Nevada are legally closed for business.

4.09     Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 

4.10     Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the Platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the Platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 4.10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement.

4.11     Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how the Company will provide certain documents that it is required by the Internal Revenue Service (the “IRS”) to send to you (the “Tax Documents”) in connection with your Class A Units. Tax Documents provide important information you need to complete your tax returns. Tax Documents include Form 1099 and/or Form K-1. Occasionally, the Company is required to send you CORRECTED Tax Documents. Additionally, the Company may include inserts with your Tax Documents. The Company is required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including corrected Tax Documents and inserts, electronically instead of in paper form. By executing this Subscription Agreement on the Platform, you are consenting in the affirmative that the Company may send Tax Documents to you electronically and acknowledging that you are able to access Tax Documents from the site. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw your consent before the Tax Documents are furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to the Company at:

Stock-Wars LLC

11318 Davenport Street

Omaha, Nebraska, 68154

Attention: Investor Relations

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. You must keep your e-mail address current with the Company. You must promptly notify the Company of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting the Company.

4.12     Electronic Delivery of Information. Subscriber and the Company each hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement, the Operating Agreement and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to (i) such communications being diverted to the recipients spam filters by the recipients email service provider, (ii) due to a recipient’s change of address, or (iii) due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

10

Exhibit 1A-11.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Circular on Form 1-A, of our independent auditor’s report dated January 3, 2025, with respect to the audited balance sheets of Stock-Wars LLC. for the period of August 8, 2024 (inception) to November 30, 2024, and the related statements of operations, changes in members’ equity, cash flows and related notes to the financial statements for the period then ended.

Very truly yours,

Assurance Dimensions

/s/ Assurance Dimensions

Tampa, Florida

February 14, 2025

Exhibit 1A-12.1

February 14, 2025

Mr. Theodore Price

Stock-Wars LLC

11318 Davenport Street

Omaha, Nebraska, 68154

Re: Regulation A Offering – Stock-Wars LLC.

Dear Mr. Price:

We have acted as counsel to Stock-Wars LLC, a Nevada limited liability company (the “Company”), in connection with the filing of the Offering Statement on Form 1-A (the “Offering Statement”) pursuant to 17 CFR Part 230.251 et. seq. (“Regulation A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering Statement relates to the proposed issuance and sale (the “Offering”) by the Company of up to a maximum of one million five hundred thousand (1,500,000) Class A Units (the “Units”). We assume that the Units will be sold as described in the Offering Statement pursuant to a Subscription Agreement (a “Subscription Agreement”), substantially in the form filed as an exhibit to the Offering Statement, to be entered into by and between the Company and each of the purchasers of the Units.

In rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Offering Statement; the Articles of Organization of the Company; the State of Nevada, Office of the Secretary of State certification of the Company’s existence with a status in “Good Standing”; the Operating Agreement of the Company; and such corporate records, certificates of public officials and other documentation as we have deemed necessary or appropriate.  We have assumed, without independent investigation, the genuineness of all signatures and the conformity to original documents of all documents submitted to us as certified, photostatic, reproduced, or conformed copies.  As to certain matters of fact, both expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.

Based upon the above, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Offering Statement, the Units will be duly authorized, validly issued, obligations of the Company.

Our opinion set forth herein is limited to the corporate law of the State of Nevada and to the extent that judicial and regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations for governmental authorities are relevant, to those required under such law.  We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and Form 1-A and to any references to this firm in any prospectus contained therein.  In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Interests. We assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to our attention, and which may alter, affect, or modify the opinions expressed herein.

Very truly yours,