THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“the COMMISSION”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER 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 THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION 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 Offering Circular

Regulation A Tier 2 Offering

Offering Circular

For

UPSTREAM LIFE SECURITIES FUND I, LLC

A Louisiana Limited Liability Company

April 20, 2026

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.

Upstream Life Securities Fund I, LLC (the “Fund” or the “Issuer” or the “Company”) is a Louisiana limited liability company offering (the “Offering”) by means of this offering circular (the “Offering Circular”), junior, unsecured indebtedness in the form of Investment Certificates (the “Certificate”). The Fund intends to use the proceeds of this Offering (“Proceeds”) to support our associated insurance and reinsurance organizations licensed to sell, underwrite and market life, health insurance and annuity products throughout the United States. Please see further information about the Issuer in the section below titled “Description of the Business”.

The Offering is on a Best Efforts and ongoing basis to investors who meet the investor suitability standards as set forth herein. (See “Investor Suitability Standards” below). Persons interested in investing in the Fund will subscribe for the Certificates by executing and submitting the Subscription Agreement and Investor Suitability Questionnaire, attached as Exhibit 1. The Fund will offer the Certificates through its own website invest.upstreamlife.us (“Platform”) and through Icon Capital Group, LLC, (“Icon”) as a FINRA registered broker-dealer, which will be compensated for its services in this transaction, as described further below. The Company expects to market the Certificate through Icon and will only market Certificates to Qualified Purchasers (as defined herein). The Company will review Investor information for regulatory compliance as well as review subscription agreements for completion. At each closing date, the net proceeds for such closing will be disbursed to the Fund and Certificates relating to such net proceeds will be issued to their respective investors. See “Plan of Distribution” for more details.

Persons who purchase Certificates will be debtholders of the Fund and will hereinafter be referred to as “Cert-Holders” or in the singular a “Cert-Holder.” The minimum investment amount per Cert-Holder is Twenty-Five Thousand ($25,000.00) for the Offering (the “Minimum Investment Amount”). The Fund does not intend to list the Certificates for trading on any exchange or other trading market (See “Description of the Securities” below.)

Sales of the Certificates 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 Fund, in its sole discretion, elects to terminate, (b) the date upon which all Certificates have been sold, or (c) exactly 12 months after the Effective Date (the “Offering Period”).

Prior to this Offering, there has been no public market for the Certificates, 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 Fund. The Fund does not currently have plans to list any Certificates on any securities market. Investing in the Fund through the purchase of Certificates 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 Certificates.

The Fund is not employing a Minimum Offering Amount. As soon as the Fund accepts a subscription, the subscriber’s funds will be deposited into the Fund’s operating account, and the subscriber will become a Cert-Holder and listed on the Fund’s Certificate register. As of the date of this Offering Circular, the Fund has engaged KoreTransfer USA, LLC (“KoreTransfer”) as transfer agent for this Offering.

Investing in the Certificates 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” below) There are material income tax risks associated with investing in the Fund that prospective Investors should consider. (See “Income Tax Considerations” below.)

The Fund is following the “Offering Circular” format of disclosure under Regulation A.

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 TWO (2) 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 FUND 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 FUND INTENDS TO OFFER THE CERTIFICATES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE FUND INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE FUND REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

The Fund will commence sales of the Certificates immediately upon qualification of the Offering by the SEC. The Fund approximates material operations will commence within Q2-2026.

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

** Reflects the maximum possible commission for Icon of 10%. The Fund is not using an underwriter for the sale of Certificates. See “Plan of Distribution”.

TABLE OF CONTENTS

SUMMARY OF THE BUSINESS

Upstream Life Securities Fund I, LLC, a Louisiana limited liability company, was formed on September 30, 2025, to support our associated insurance and reinsurance operations. The Proceeds of this Offering be used to support these associated insurance operations and investments. Proceeds from the Offering will be managed by investment personnel for allocation into operating affiliated and associated business and fixed income securities to achieve asset liability matched (ALM), credit appropriate, positive yields. All assets purchased will be done so under the constraints that they be considered “admitted assets” under our associated insurance company requirements.

These insurance and reinsurance operations are controlled by Upstream Holdings, Inc., a Louisiana corporation (“Upstream Holdings”), our associate insurance holding company, and Upstream Life Insurance Company, a Texas-domiciled life insurance company (“ULIC”). Both Upstream Holdings and ULIC are associated with the Fund but are under independent management and control. These associated companies are licensed to sell, underwrite and market life, health insurance and annuity products throughout the United States.

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.

The Fund was organized under the laws of Louisiana on September 30, 2025.

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 FUND 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.

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 CERTIFICATES. 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 CERTIFICATES 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 CERTIFICATES. 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 FUND HAS PROVIDED ALL OF THE INFORMATION STATED HEREIN.

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

FORWARD LOOKING STATEMENTS

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 Fund undertakes no obligation to publicly update or revise any ‎forward-looking information, ‎other than as required by applicable law.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

The Certificates 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 Certificates offered hereby are offered and sold only to Qualified Purchasers or at a time when the Certificates 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 Certificates 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 Certificates are offered hereby and sold to Investors that are within both categories (i.e., Accredited Investors and non-Accredited Investors whose investment in the Certificates does not represent more than ten percent (10.00%) of the applicable amount). Accordingly, the Fund reserves the right to reject any Investor’s subscription in whole or in part for any reason, including if the Fund 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. For more details, please see the heading below titled “Investor Suitability Standards”.

RISK FACTORS

Any investment in the Certificates 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 Fund 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 Fund, the Officers, and the Directors; or (iv) the presence, availability, or discontinuation of business and/or tax incentives.

The Fund continuously encounters changes in its operating environment, and the Fund may have fewer resources than some of its competitors to continue to adjust to those changes. The operating environment of the Fund 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 Fund 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 Fund 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 Fund and do not reflect the value of the assets that have been or will be acquired by the Fund.

The Offering price per Certificate and the Minimum Investment Amount have been arbitrarily determined by the Fund and do not bear any relationship to the assets that have been or are to be acquired by the Fund or any other established criteria or indicia for valuing a business. The Principals may accept or require a lesser or greater Minimum Investment Amount. In addition, the assets that are to be acquired by the Fund could have a higher or lower value than the Offering price, which may result in the valuation of the Fund being lower or higher than the Offering price.

Investment in the Certificates is speculative, and each investor assumes the risk of losing his, her, or its entire investment.

Investment in these Certificates is speculative, and by investing, each investor assumes the risk of losing the entire investment. The Fund has limited operations as of the date of this Offering Circular and will be solely dependent upon the efforts of the Principals to develop and manage the business operations, 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 Certificates.

There is limited governmental review.

Neither the Offering nor the Certificates have been approved by the U.S. Securities and Exchange Commission (the “Commission”). The Offering has been submitted for qualification by the Commission. Further, 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 Certificates and no public market for the Certificates.

Although the Fund may attempt to redeem Certificates when possible, in the Principals’ sole and absolute discretion, there is no assurance that the Fund will be able to redeem your Certificates. There is no public market for the Certificates, and none is expected to develop in the future. Even if a potential buyer could be found, the transferability of these Certificates may be limited. Any sale or transfer of these Certificates also requires compliance with all state and federal securities laws and regulations. Investors must be capable of bearing the economic risks of this investment with the understanding that these Certificates may not be liquidated by resale or redemption and should expect to hold their Certificates as a long-term investment.

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

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

There is no guarantee of the Fund will reach the Maximum Offering Amount.

The Fund will deploy funds from the Offering immediately. There is no assurance that the Fund will obtain capital investments equal to the Maximum Offering Amount.

Terms of the Certificates may not be favorable to prospective investors.

The Fund has set the terms of the Certificates in a manner which is favorable to the Fund and has not tried to consider the favorability or suitability of such terms for any prospective investors.

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 Fund’s main operating account. Such delays may result from the Fund having to verify an investor’s suitability and admissibility as a shareholder. The Fund expects that subscriptions will be accepted or rejected within two weeks of the Fund’s receipt of the subscription.

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

The purchase of Certificates 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.

CONFLICT OF INTEREST RISKS

The Fund is under significant control by Upstream Life Securities Company.

Upstream Life Securities Company is the Manager and 100% owner of the Company. Upstream Life Securities Company will have sole discretion on the business operations of the Company.

Currently, there is no restriction preventing the Fund or its Officers from competing with one another by investing or sponsoring investments similar to those of the Fund, and key personnel are not required to devote full-time to the business of the Fund.

Though they currently have no intention to do so, there is no restriction preventing the Fund 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 Fund. The Manager may make decisions for the Fund that may at times favor persons other than the Fund. Unless otherwise mandatorily required to the contrary by applicable law, the Fund and its Affiliates, and the Manager and management are limited from any liability for investment opportunities given to other persons, including (without limitation) Affiliates.

GENERAL BUSINESS RISKS

The business plan may not be successful.

The Fund cannot assure you that its business plan will achieve economic success. If its results do not achieve economic success, the value of an investment in its Certificates may deteriorate substantially.

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

The Fund’s future success will depend upon its ability to retain, attract, hire, and integrate highly skilled personnel. Competition for highly skilled personnel is intense. The Fund will compete with many other companies for employees with meaningful and relevant experience in developing and managing our business, and it may not be successful in attracting and retaining the professionals it needs.

The Fund 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 Fund 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 Fund’s future performance depends on the continued services and contributions of its Manager and, who is critical to the development of the Fund’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 within the Manager could significantly delay or prevent the achievement of the Fund’s strategic objectives. From time to time, there may be changes in the Managers’ senior management team resulting from the hiring or departure of executives, which could disrupt the Fund’s business.

The loss of one or more of the Manager’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 Fund’s business, financial condition and results of operations.

Risks Related to the Certificates and to this Offering.

The Fund’s level of indebtedness and significant debt service obligations could adversely affect its financial condition or its ability to fulfill its obligations, including the Certificates and could make it more difficult for the Fund to fund its operations.

The Fund’s debt level may restrict it from raising additional funds, reduce working capital, and affect capital expenditures. Failure to comply with the financial and other restrictive covenants in its debt instruments which, among other things, may require the Fund to maintain specified financial ratios and will limit its ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on its business or prospects.

The Fund may subordinate the Certificates to any other future indebtedness.

The Fund may subordinate the Certificates to any other future indebtedness. If so, the Fund will be obligated to satisfy any obligations under such other future senior indebtedness prior to satisfying any payment obligations of the Certificates. If the Fund is unable to pay off the amounts due under such other future senior indebtedness, then the Fund will likely be unable to satisfy its payment obligations under the Certificates until such amounts are paid.

The Fund may engage in a variety of other transactions that may impair its ability to pay interest and principal on the Certificates.

In addition to the existing debts described above, the Fund may engage in activities, such as issuing additional debt that may rank senior or pari passu with the Certificates, which may hinder its ability to pay its debt service obligations.

An event of default under any other debt to which the Certificates are subordinate would likely impair the Fund’s ability to make payments of principal and interest on the Certificates.

The Fund may not be permitted to make any payments to the Cert-Holders, including any payments of principal or interest under the Certificates, for so long as any event of default remains uncured or outstanding under the any senior indebtedness. As a result, the Cert-Holders may not receive the payments they expect, or at all, upon an event of default under any senior indebtedness. In addition, following the cure of any such event of default or successful remedy of such event of default, the Fund may not have the funds, or otherwise have the means, to make any payments due to the Cert-Holders at such time.

Withdrawal requests of Certificates at the option of the Cert-Holder will be limited by the ten percent (10%) Limit, and, to the extent they are accepted, will be subject to financial penalties for early redemption.

The Cert-Holder, by providing written notice prior to the end of a calendar month, may annually (i.e. once during each 365 day period following the date of the Investment Certificate) make a withdrawal during the term of the Investment Certificate of up to ten percent (10%) of the initial investment without a surrender charge, a Permitted Withdrawal; provided, however, that the Fund shall have the right to deny such withdrawal request to the extent it would cause the principal amount of the Investment Certificate to fall below $25,000.00, or if the withdrawal request is made in the first thirty (30) days of the term of the Investment Certificate. Any Permitted Withdrawal will be paid by the Fund on the next occurring Pay Date.

The Cert-Holder, by providing written notice prior to the end of a calendar month, may make a withdrawal of any principal amount of the Certificate. Any withdrawal that is not a Permitted Withdrawal or a Permitted Interest Withdrawal shall incur a surrender charge, which reduces the principal amount, equal to an amount, expressed as a percentage of the amount withdrawn, according to the percentages shown on the table on Annex B of the Investment Certificate, a Surrender Charge. The Fund shall have the right to deny such withdrawal request to the extent it would cause the principal amount of the Investment Certificate to fall below $25,000.00, or if the withdrawal request is made in the first thirty (30) days of the term of the Investment Certificate. Any withdrawal pursuant to this method will be paid on the next occurring Pay Date.

In the event that a deferral occurs, after the completion of the deferral period, the Cert-Holder, by providing written notice prior to the end of a Calendar Month, may withdraw any Principal Amount and/or Accrued Interest amount on the Investment Certificate without incurring Surrender Charges; provided, however, that the withdrawal request is made in the first 30 days following the completion of the deferral period. Any deferral waiver payments will be paid by the Fund on the next occurring Pay Date.

The Certificates are not transferable.

You will be required to represent that you are acquiring the Certificates for investment and not with a view to distribution or resale, that you understand the Certificates are not freely transferable and, in any event, that you must bear the economic risk of investment in the Certificates for an indefinite period of time because (i) the Certificates have not been registered under the Securities Act or applicable state “Blue Sky” or securities laws; and (ii) the Certificates cannot be sold unless they are subsequently registered or an exemption from such registration is available. There will be no market for the Certificates, and Cert-Holders cannot expect to be able to liquidate their investment in case of an emergency. Furthermore, the sale of Certificates may have adverse federal income tax consequences. The Cert-Holders will be required to obtain the prior written consent of the Fund to transfer the Certificates. There are no specified circumstances relating to the granting or withholding of the required prior written consent of the Fund. Accordingly, the Fund may not consent to a request for approval to transfer the Certificates.

The Certificates have a limited guarantee provided by Upstream Holdings. If Upstream Holdings experiences financial difficulties, there is a risk that Upstream Holdings will not be able to honor its limited guarantee.

The Limited Guarantee is described in more detail elsewhere in this Offering Circular. The Limited Guarantee would only apply in certain situations, including if the Fund intentionally provides a Certificate Holder materially false or misleading information or an instance where the Fund files for bankruptcy. As of December 31, 2025, Upstream Holdings had total assets of $527 million and total liabilities of $477 million, which includes insurance policy reserves of $453 million, and total equity of $50 million. However, if Upstream Holdings experiences significant adverse impacts, its financial condition could suffer, and its ability to honor this limited guarantee would be at risk.

The Fund may redeem all or any part of the Certificates that have been issued before their maturity, and you may be unable to reinvest the proceeds at either the same or a higher rate of return.

The Fund may redeem all or any part of the outstanding Certificates prior to maturity. See “Description of Certificates – Optional Redemption at the Election of the Fund” for more information. If redeemed, you may be unable to reinvest the money you receive in the redemption at a rate that is equal to or higher than the rate of return on the Certificates.

Risks Associated with the Fund’s Business

Through investments into its associates, the Fund will be subject to risks related to the insurance industry.

The Fund will support the operations of its insurance associates. The Fund expects to be able to provide financial support to its insurance associates in the form of investments in risk-based capital. The value of these investments will be reliant on the performance of the Fund’s insurance associates. Therefore, certain risks that apply to our insurance associates may have a direct and indirect impact on the Fund’s performance and value.

1940 Act

The Fund will invest in operating affiliated and associated business and fixed income securities such as bonds, treasury bills, and other debt instruments. Fixed income securities are generally less risky relative to equity securities. However, all investments carry some risk and if the Fund’s investments into fixed income securities are not as profitable as planned, the Company’s financial status will be adversely affected and its ability to pay interest payments dividends on the Certificates could be delayed or unpaid.

Any market-based investment such as fixed income securities are subject to market forces, factors and elements that affect and impact the overall financial market. Recessions, natural disasters, and geopolitical events can all negatively impact financial markets. Risks on fixed income securities include but are not limited to rising interest rates, default risk, liquidity risk, and inflation risk. Fixed income rates are generally inverse to interest rates. When interest rates rise, investors will seek out investments tied to the current interest rates.

Issuers of fixed income securities are also subject to market conditions and these issuers can experience negative conditions or events that cause the issuers to default on their bonds or other debt instruments. The Fund’s investment portfolio will be negatively impacted if one or more of the Fund investments default on their principal or interest payments to the Fund.

Liquidity is a risk for the Fund. Market conditions can create situations where fixed income securities cannot be sold quickly, or can only be sold quickly at a steep discount. Inflation can also have significant negative impact on fixed income securities as the returns on the instrument can be relatively eroded.

The Fund’s investment portfolio will be selected and managed by the Manager. If the Manager is unable to successfully select and manage investments that result in positive returns, the Fund may be unable to pay principal or interest payments on the Certificates.

The Manager will prioritize operating affiliated and associated business and fixed income investments for the Fund. However, the investments are still reliant on the financial condition of the issuer. If the Manager selects investments that are issued by entities that are undergoing financial difficulties, due to factors such as bad management, competition or simply bad decisions, the value of the Fund investment will be reduced. The Manager will be responsible for assessing the risk that each investment brings to the Fund portfolio. If the Manager is not successful in identifying or mitigating risk in the portfolio, the value of the portfolio will be reduced.

Development of annuity and life insurance products involves the use of certain assumptions, and the inaccuracy of these assumptions could adversely affect profitability.

In the annuity and life insurance business, the Fund’s insurance associates must make certain assumptions as to expected mortality, lapse rates and other factors in developing the pricing and other terms of annuity and life insurance products. These assumptions are based on industry experience and are reviewed and revised regularly to reflect actual experience on a current basis. However, variation of actual experience from that assumed in developing such terms may affect a product’s profitability or sales volume and in turn adversely impact our associates revenues, and potentially adversely impact the Fund’s value.

The Fund’s insurance associates may encounter regulatory difficulties or fail as a result of being inadequately capitalized.

The Fund will provide financial support for its insurance associates. Its insurance associates must have adequate capital and surplus capital calculated in accordance with statutory accounting principles to meet regulatory requirements in their respective state of domestication. Because the Fund’s associates have embarked upon a business plan that seeks to write new insurance business and cede the risk to third party reinsurers, its associate’s domestic state regulator (“DOI”) may require additional amounts of capital and surplus to support the business. The amount of capital and surplus of its insurance associates ultimately required will be based on certain “risk-based capital” standards established by statutes and regulations administered by the DOI. The “risk-based capital” system establishes a framework for evaluating the adequacy of the minimum amount of capital and surplus, calculated in accordance with statutory accounting principles, necessary for an insurance company to support its overall business operations. By reviewing certain inherent risks of each insurer’s assets and liabilities and its mix of net premiums written, this system identifies insurers that may be inadequately capitalized. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation or liquidation. If any insurance associate fails to maintain required capital levels in accordance with the “risk-based capital” system, its ability to conduct business would be compromised and its ability to expand its insurance business would be significantly reduced absent a prompt infusion of capital into the respective insurance associate.

The Fund’s associated insurers strategy to reinsure a portion of the annuity and insurance policies generated through its associates may not be successful.

Its business plan provides that the Fund’s associates may cede a portion of its annuity and insurance policies to other companies through reinsurance agreements. If any reinsurer fails to meet its obligations with respect to ceded insurance policies, the Fund will remain liable for those insurance policies. The failure of any one of the Fund's reinsurers would have a material adverse economic effect on the Fund. Thus, it is necessary that the Fund adequately assess the financial strength of its reinsurers on an ongoing basis. If the Fund fails to adequately assess payment risks relating to its reinsurers, the Fund could face severe economic consequences in the event any reinsurer does not meet the financial obligations of its ceded policies. Additionally, the Fund anticipates that the Fund will have a concentrated group of reinsurers in the early years of its business plan’s implementation, which will heighten the risks the Fund would face should any reinsurer not meet its obligations to insureds who purchase insurance products from us.

Claims loss reserves may be inadequate.

The Fund’s associates maintain loss reserves to cover estimated liabilities for unpaid losses and loss expenses, including legal and other fees, as well as other claims and settlement costs for reported and unreported claims incurred as of the end of each accounting period. Loss reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what an ultimate settlement and administration of claims will cost. These estimates, which generally involve actuarial projections, are based on the assessment of facts and circumstances then known, as well as estimates of future trends in claims severity, frequency, judicial theories of liability and other factors. The variables described above are affected by both internal and external events, such as changes in claims handling procedures, economic inflation, social inflation, judicial, and litigation trends and legislative changes. Many of these items are not directly quantifiable in advance. Additionally, there may be a significant delay between the occurrence of the insured event and the time it is reported to us.

Reserve estimates are continually refined as experience develops and further claims are reported and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because setting reserves is inherently uncertain, the Fund cannot assure that its associates’ current reserves will prove adequate in light of subsequent events. Accordingly, the ultimate settlement of losses may be significantly greater or less than the loss and loss expense reserves as of the date of the balance sheet.

The Fund’s insurance associates’ new insurance products may not achieve market penetration.

As discussed elsewhere in this Memorandum, its associates’ marketing strategy is focused on the sale of multi-year guaranteed annuity (“MYGA”), single premium deferred annuity (“SPDA”) and flexible premium deferred annuity (“FPDA”) products through independent marketing organizations (“IMO’s”). These products may not achieve market acceptance or penetration to any meaningful degree, and any significant sales of these products cannot be assured, nor can the Fund assure that any other insurance products the associates attempt to sell will achieve any degree of marketing success.

Some of the Fund investments are relatively illiquid.

The Fund will hold certain investments that may lack liquidity, such as certain fixed maturity securities (including collateralized loan obligations, bonds and mortgage loans). The Fund do not have the present intent to sell, nor is it more likely than not that the Fund will be required to sell debt securities in an unrealized loss position. Investment losses, however, may be realized to the extent liquidity needs require the disposition of debt securities in unfavorable interest rate, liquidity or credit spread environments.

The Fund’s insurance associates are subject to periodic examinations by state insurance departments. If such examinations identify significant findings or recommend significant changes to its operations, the Fund associates’ financial condition and results of operations could be affected.

The Fund’s insurance associate operating as insurance companies are subject to undertake comprehensive financial examinations. Upstream Life Insurance Fund (“ULIC”), as of the date of this Circular, is subject to examinations by the Texas Department of Insurance (“TDI”). In order to resolve open items related to the examination, TDI and ULIC entered into a consent order on August 5, 2024 (“Consent Order”), pursuant to which ULIC agreed to pay an immaterial administrative penalty and adopt certain governance changes. The Consent Order also required persons who control the Fund not serve as an officer or director, or direct or cause the directions of management and policies, of ULIC. The Fund believes that ULIC is in compliance with TDI statutes and that the current organizational structure of Upstream Holdings and ULIC is in accordance with the Consent Order.

Reinsurance subjects us to the credit risk of its counterparties and its reinsurers, which may have a material adverse effect on its operating results and financial condition.

The Fund is exposed to many different industries, issuers, and counterparties, and the Fund routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutions. Many of these transactions expose us to credit risk in the event of default of the counterparty. In addition, with respect to secured transactions, its credit risk may be exacerbated when the collateral that the Fund hold cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due to us. The Fund may have further exposure to these issuers in the form of holdings in unsecured debt instruments and derivative transactions of these issuers. There can be no guarantee that any such realized losses or impairments to the carrying value of these assets would not materially and adversely affect its results of operations and financial condition.

In addition to exposure to credit risks related to its investment portfolio, the Fund are exposed to credit risks in several other areas of its business operations as discussed immediately above and credit risks in its operations related to reinsurance. The collectability of reinsurance recoverables is subject to uncertainty arising from a number of factors, including changes in market conditions,whether insured losses meet the qualifying conditions of the reinsurance contract and whether reinsurers, or their affiliates, have the financial capacity and willingness to make payments under the terms of a reinsurance treaty or contract. Since the Fund are primarily liable to an insured for the full amount of insurance coverage, its inability to collect a material recovery from a reinsurer could have a material adverse effect on its operating results and financial condition.

Litigation or regulatory actions could have a material adverse impact on the Fund.

Current and future litigation or regulatory investigations and actions in the ordinary course of operating its business, including class action lawsuits , may negatively affect us by resulting in the payment of substantial awards or settlements, increasing legal and compliance costs, requiring us to change certain aspects of its business operations, diverting management attention from other business issues, harming its reputation with customers or making it more difficult to retain current customers and to recruit and retain employees or agents.

General Insurance Industry Related Risks

The Fund’s proceeds from this Offering and future operations will support the Fund’s associates who offer insurance products. Through its support of its insurance associates, the Fund can be directly and indirectly affected by insurance related activities. Further, the Fund may establish a reinsurance company which will operate within the regulated insurance industry.

The insurance industry is highly regulated, and its activities are restricted as a result.

Compliance with insurance regulation is costly and time consuming. U.S. insurance companies are subject to extensive regulations in their domiciliary states and states where they are licensed to do business. This regulatory regime primarily seeks to protect an insurance company’s policyholders rather than its shareholders. These state insurance regulatory authorities have broad administrative power dealing with all aspects of the insurance business, including, among other areas:

•                     acquisitions of insurance companies;

•                     certain solvency standards;

•                     licensing of insurers and their agents;

•                     investment limitations;

•                     deposits of securities for the benefit of policyholders;

•                     asset and reserve valuation requirements;

•                     approval of policy forms and premium rates;

•                     periodic examinations;

•                     regulation of the advertising and marketing of insurance;

•                     privacy of policyholders;

•                     Risk-Based Capital (“RBC”) requirements;

•                     assessments by guaranty associations;

•                     affiliate transactions and unfair trade and claims practice;

•                     statutory capital requirements; and

•                     statutory reserves for unearned premiums, losses, and other matters.

The Fund’s insurance associates are subject to these regulations in their domiciliary state and in each state in the U.S. in which they are licensed to do business. Changes in state regulations, or in the interpretation or application of existing state laws or regulations, may adversely impact pricing, capital requirements, reserve adequacy, or exposure to litigation and could increase the costs of its regulatory compliance. These potential changes may impose further regulatory burdens on our insurance associates and, thus, could have an adverse effect on our results of operations and financial condition. Compliance with these regulations and investigations involves ongoing evaluation, significant costs and restricts operations. The Fund cannot predict the form or requirements of any future regulatory initiatives affecting its insurance associates.

State insurance laws, rather than federal bankruptcy laws, govern the liquidation or restructuring of insurance companies. Virtually all states in which the Fund’s insurance associates operate require that these associates bear a portion of the loss suffered by some insureds as the result of impaired or insolvent insurance companies via participation in state guaranty associations. In addition, in various states, the Fund’s insurance associates must participate in mandatory arrangements to provide various types of insurance coverage to individuals or entities that otherwise are unable to purchase that coverage from private insurers. A few states also require the associated companies purchase reinsurance from mandatory reinsurance funds, which can create a credit risk for insurers if such funds are not adequately funded by the state. Also, in some cases, the existence of a reinsurance fund could adversely affect the prices that the Fund’s insurance associates can charge for its policies. The effect of these and similar arrangements could reduce profitability in any given period and/or limit its ability to grow business. Finally, any changes to these programs or the inability of the programs or associations to make payments to insureds for losses could have a material adverse effect on its results of operations and financial condition.

In addition, as an associate of a life insurance company, the Fund itself may be regulated by a state DOI and, to a lesser extent, by the various state insurance regulatory authorities of those U.S. jurisdictions where an insurance associate is licensed. All U.S. states have enacted legislation that requires each insurance holding company and each insurance company in an insurance holding company system to register with the insurance regulatory authority of the insurance company’s state of domicile and to furnish annually financial and other information concerning the operations of companies within the holding company system that materially affect the operations, management or financial condition of the insurers within such system (generally referred to as “insurance holding company acts”). Under such laws, among other requirements, transactions between the company and its regulated insurance subsidiaries and affiliates must be fair and reasonable and, if material or of a specified category, they require prior notice and approval or non-disapproval by the state of domicile of each insurance company that is party to the transaction. In addition, under such laws, a state insurance authority usually must approve in advance the direct or indirect acquisition of 10% or more of the voting securities of an insurance company domiciled in its state.

There can be no assurance that our insurance associate will be able to continue to satisfy the regulatory requirements of its domestic DOI or a similar department in any other state in which it transacts business. It should be noted that a component of the Fund’s new business plan is to establish a reinsurance company. It should be assumed that state regulators will monitor carefully

the financial strength of any reinsurer and in certain instances may require that sufficient funds be reserved by such reinsurer in order to alleviate risks associated with reinsurers being unable to meet their financial commitments in the case of claims on insurance policies with a reinsurer. This oversight may result in its operations being less economically successful than the Fund is seeking and could adversely affect its result of operations and therefore the value of an investment in the Fund.

The National Association of Insurance Commissioners (“NAIC”) further regulates the insurance industry and subjects the Fund’s insurance associates to additional rules and regulations, and compliance costs and/or changes in the regulatory environment that can adversely affect its business.

The Fund’s insurance associates may be impacted by actions taken by the NAIC, the U.S. standard setting, and regulatory support organization created and governed by the chief insurance regulatory authorities of the fifty (50) states, the District of Columbia and the five (5) U.S. territories. A primary mandate of the NAIC is to benefit state insurance regulatory authorities and consumers by promulgating model insurance laws and regulations for adoption by the states. The NAIC also provides standardized insurance industry accounting and reporting guidance through the NAIC Accounting Manual. However, model insurance laws and regulations are only effective when adopted by the states, and statutory accounting and reporting principles continue to be established by individual state laws, regulations and permitted practices. Changes to the NAIC Accounting Manual or modifications by the various state insurance departments may affect the statutory capital and surplus of an insurance associate.

The NAIC and state insurance regulators reexamine existing laws and regulations on an ongoing basis and focus on insurance company investments and solvency issues, risk-based capital guidelines, interpretations of existing laws, the development of new laws, the implementation of non-statutory guidelines, and the circumstances under which dividends may be paid. Future NAIC initiatives, and other regulatory changes, could have a material adverse impact on the Fund’s insurance associates’ business.

Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards, and other requirements may adversely impact our business and financial results.

Laws and regulations in various countries around the world with regards to cybersecurity, privacy and data protection are rapidly expanding and creating a complex compliance environment. These laws include evolving legislation with respect to the collection, storage, handling, use, disclosure, transfer, and security of personal data and the notification requirements in the event of unauthorized access to or acquisition of certain types of personal information. Failure to comply with these laws may affect our reputation and operating results negatively, subject us to significant liability, cost or expense, and may require significant management time and attention.

In some cases, these legal requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. In addition, some of the privacy and data protection laws and regulations in the U.S., the EU, China and other countries place restrictions on our ability to process personal data across our business or across country borders and could impact our business and operations. Compliance with these laws, many of which entail substantial penalties for non-compliance, or future regulations could impose even greater compliance burdens and risks on us.

The EU’s General Data Protection Regulation (the “GDPR”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and the data protection and security laws of other countries impose additional requirements with respect to disclosure and deletion of personal information of their residents, imposing penalties for violations and, in some cases, private right of action for data breaches. These laws, and similar legislation in other U.S. states that is developing or has been recently enacted, impose transparency and other obligations with respect to personal data of their respective residents and provide residents with similar rights for certain types of data breaches. We have invested, and continue to invest, human and technology resources in our data compliance efforts that may be time-intensive and costly. Despite our efforts, there is a risk that we may be subject to fines and penalties for non-compliance and experience litigation, reputational harm and business interruption if we fail to protect the privacy of third-party data or to comply with the GDPR, CCPA, CPRA and other applicable data privacy and protection regimes.

The Fund 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 Fund’s intellectual property. A failure to obtain, maintain, protect or enforce intellectual property and proprietary rights could impair the Fund’s ability to protect its proprietary technology and its brand.

The Fund 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 Fund fails to protect its intellectual property rights adequately, the Fund’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 Fund cannot assure you that its technology, know-how or its brand will result in securing intellectual property protection. Further, the Fund could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights. If the Fund gets involved in intellectual property disputes, the Fund may be subject to unplanned increased costs and potentially significant liability.

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

The Fund’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 Fund has. The Fund 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 Fund 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.

Natural and manmade catastrophes may adversely impact liabilities for policyholder claims and reinsurance availability and climate change may be exacerbating these impacts.

The Fund will support the operations of its insurance associates. Claims resulting from natural and manmade catastrophic events, such as hurricanes, flooding, earthquakes, wildfires, other natural disasters, acts of terrorism, pandemics, illness, transport accidents and other catastrophes, could harm the Fund’s financial results, profitability and financial condition. Catastrophic events that exceed its risk appetite could impact the Fund by significantly affecting assumptions as to mortality, morbidity and other rates and cause a substantial rise in claims during a short period of time. Moreover, climate change may be contributing to the increase in frequency of severe weather events, pandemics and other natural disasters, how long they last, and how much insured damage they cause, and may change where the events occur. The rise in claims could pose threats to regulatory solvency and capital requirements. An event that affects one or more of its customers could cause unanticipated financial strain on its insureds as well as increase the cost of reinsurance to us and decrease the availability of reinsurance, which could in turn harm its business, results of operations or financial condition. Catastrophic events may also reduce economic activity in affected areas, which could harm its prospects for new business.

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

An investment in the Fund 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).

INVESTOR SUITABILITY STANDARDS

The Certificates 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 Certificates will qualify as an “Accredited Investor” if he, she, or the entity meets any one of the following criteria:

· Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of that person’s purchase, exceeds $1,000,000. For purposes of calculating net worth under this criterion:

(i)        The person’s primary residence shall not be included as an asset;

(ii)        Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(iii)        Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.

· Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year.

· Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”); any investment advisor registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisors Act”) or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) under the Investors Advisers Act; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or a business development company as defined in Section 2(a)(48) of that act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors.

· Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act.

· Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

· Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Securities Act.

· Any entity in which all the equity owners are Accredited Investors.

· Any entity, of a type not listed in the immediately preceding five criteria, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000 where “investments” for the purposes of this criterion is defined in Rule 2a51-1(b) under the Investment Company Act (17 CFR 270.2a51-1(b)).

· Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.

· Any natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such act.

· Any “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1):

(i)        With assets under management in excess of $5,000,000;

(ii)        That is not formed for the specific purpose of acquiring the securities offered; and

(iii)        Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

· Any “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements defined in the immediately preceding criterion and whose prospective investment in the issuer is directed by such family office pursuant to the “family office” sub-criterion (iii) above.

· Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution, the Commission will consider, among others, the following attributes:

(i)        The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;

(ii)        The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing;

(iii)        Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and

(iv)        An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable.

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

No sale of securities may be made in this Tier 2 offering of Certificates 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 Certificates (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 Certificates may be required to represent that he, she, or it is purchasing the Certificates 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 Certificates may be required to furnish such information or certification as the Fund may require determining: (1) whether any person or entity purchasing Certificates is an Accredited Investor if such is claimed by the Investor; and/or (2) whether any person or entity purchasing the Certificates meets the Limitations on Investment Amount as defined at Rule 251(d)(2)(C) of Regulation A.

DILUTION

There is no dilution associated with this Offering. The Investment Certificates are a debt instrument that does not convert into any Fund equity.

PLAN OF DISTRIBUTION

The Certificates 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”); 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”. For further information please see the heading entitled “Investor Suitability Standards” above.

How to Invest

Subscription Agreement

All investors will be required to complete and execute a subscription agreement. Subscriptions shall be submitted electronically at the Platform. Generally, when submitting a subscription agreement electronically, a prospective Investor will be required to agree to various terms and conditions by checking boxes and to review and electronically sign any necessary documents. Investors may pay the purchase price for your Certificates by check, ACH, credit card, or wire of your subscription purchase price in accordance with the instructions in the subscription agreement. All checks should be made payable to “Upstream Life Securities Fund I, LLC” The Fund reserves the right to schedule when and where closings will occur. Once a subscription has been submitted, an Investor will not have the right to request the return of its subscription payment. If the subscription is rejected by the Fund, it will return the subscriber funds immediately. It is expected that settlement will occur on the same day as each closing date.

By completing and executing the subscription agreement an Investor will also acknowledge and represent that the Investor has received a copy of this Circular, that the Investor is purchasing the Certificates for the Investor’s own account and that the Investor’s rights and responsibilities regarding its Certificates will be governed by the terms of the Certificates, a form of which is included as an exhibit to the Circular.

Broker-Dealer Compensation

The Company has directly engaged a broker-dealer to solicit and offer the Certificates. The Company expects to market the Certificate through Icon and will only market Certificates to Qualified Purchasers. Icon will receive a 2.0% commission for acting as the administrative broker-dealer, and will be eligible for another 8.0% commission for capital raised through Icon’s investor network and marketing efforts. The Company will review Investor information for regulatory compliance as well as review subscription agreements for completion.

USE OF PROCEEDS

The Fund 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.

We plan to use substantially all of the net Proceeds from this Offering for general corporate purposes, including for the management and growth of our associate insurance companies. The primarily uses will be investment into operating affiliated and associated business and fixed income securities and investment into insurer’s capital, which supports the risk-based capital of the Fund’s insurance associates. Proceeds may also be used to establish a reinsurer company. All other uses will be subject to the Manager’s discretion and could include private investments. Proceeds will also be used to pay for the expenses associated with this Offering.

Investors are relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amount and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments, and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

The Fund will deploy funds from the Offering and to pursue its business plan immediately. The Fund will begin scaled operations and the management will determine the best use of the scaled proceeds. There is no assurance that the Fund will obtain capital investments equal to the Maximum Offering Amount.

The following table is an illustration and estimate of how the Fund may use the proceeds of the Offering. The Fund may determine to use the proceeds in different ways and in different amounts.

¹ Assumes the maximum possible commissions paid to ICON. Icon will receive a 2.0% commission for acting as the administrative broker-dealer, and will be eligible for another 8.0% commission for capital raised through Icon’s investor network and marketing efforts.

DESCRIPTION OF THE BUSINESS

Our Company

Upstream Life Securities Fund I, LLC, a Louisiana limited liability company, was formed on September 30, 2025 to support the operations of our insurance associates, including (i) Upstream Holdings, Inc., a Louisiana corporation, an insurance holding company, and (ii) Upstream Life Insurance Company, a Texas-domiciled life insurance company. Upstream Holdings is the parent holding company of ULIC, who is licensed to sell, underwrite and market life, health insurance and annuity products throughout the United States. The Fund is managed by Upstream Life Securities Company (“ULSC”), which is controlled by Colby Arceneaux and its other executive officers and directors. While Upstream Holdings and ULIC are independently operated, they are associated with the Fund and ULSC. Together, these entities represent the Upstream Life Organization.

We operate the Fund primarily to support these insurance associates, which operate their business through independent management and control. Our associates are licensed to sell, underwrite and market life, health insurance and annuity products throughout the United States.

The Proceeds of this Offering will remain under the control of the Fund and be used to support the associated insurance operations. Proceeds from the Offering will be managed by investment personnel for allocation into operating affiliated and associated business and fixed income securities to achieve asset liability matched (ALM), credit appropriate, positive yields. All assets purchased will be done so under the constraints that they be considered “admitted assets” under our associated insurance company requirements. This strategy allows for supplementation and assistance with our associated insurance companies.

The Fund aims to align the duration and cash flow characteristics of its investments with the Fund’s projected liabilities. The Fund will manage risk and ensure that future obligations can be met with a high degree of certainty. The Manager will develop an asset portfolio selected for its ability to match liability profiles, providing stability and predictability in returns.

Capital levels and RBC analysis in our associated insurers are monitored quarterly. While we do not project any near-term capital requirements, in the event our associated insurer requires temporary capital, the Fund may inject fixed income assets, in an amount not to adversely affect the Fund. This capital infusion would be accomplished through the issuance of an interest (debt or equity) in the receiver. In this structure the Fund would serve as a capital network to enhance our associated insurer’s ability to achieve greater revenues, leading to greater profitability and capital/equity levels. If the Manager determines to utilize Proceeds towards developing an Upstream Life reinsurance company, the Fund may provide that group with capital (again only if such amount would not adversely affect the Fund) potentially through a fixed income swap for interest in the receiver.

The Fund’s support of its associated insurance business will be primarily in the form of strengthening their capital position. The Fund’s associates are subject to extensive government regulation, which includes requirements for maintaining a strong capital position. Domestic state regulators impose risk-based capital requirements on insurance companies they regulate to ensure that insurance companies maintain appropriate levels of surplus to support their overall business operations and to protect customers against adverse developments, after taking into account default, credit, underwriting and off-balance sheet risks. The capital maintained by the Fund will contribute to the regulatory capital requirements of our associated insurance companies. Details of applicable government regulation governing our insurance associates, including risk-based capital requirement, are described below under the heading “Government Regulation”.

Fund Strategies

The Fund’s basic investment strategy will be an asset-liability matched (ALM) structure, with investments into appropriate credit, and generating long-term positive yields. This strategy is designed to ensure that the Fund’s assets meet the timing and size of the future liabilities. All assets purchased will be done so under the constraints that they be considered “admitted assets” under our associated insurance company requirements. This strategy allows for supplementation and assistance with our associated insurance companies.

This asset-liability matched strategy can be very effective for an issuer such as the Fund who is issuing Certificates at different amounts and different maturity dates. The Manager will seek to invest in assets that will minimize the risk of any funding shortfalls, and mitigate any significant interest rate and inflation movement. The Manager may utilize many different types of investments from long-term bonds to short-term growth opportunities. The Manager may employ hedges including swaps and derivatives. Since the Fund is designed to support the insurance operations of its associates, the Fund expects to invest proceeds in investments that have significant liquidity to ensure it can free up capital to place in its associated companies.

ASSOCIATE INSURANCE BUSINESS

The Fund operates to support the operations of its insurance associates. Our associates are licensed to sell, underwrite and market life, health insurance and annuity products throughout the United States. Our associates manage strategic relationships, giving the entire organization high-level end-to-end technology access and operational capabilities, built around a well-capitalized and reinsurance hedged life and annuity platform.

The long-term vision for the Upstream Life Organization is to create an ecosystem which supports and integrates with each other, creating strategic and financial efficiencies driving long-term shareholder value. With time and capital each entity will work cohesively, compounding the earnings year after year while hedging market and interest rates risks. We intend for the Organization to grow at an efficient rate and over time further invest in the growth of the ecosystem as a whole.

We believe that the Organization’s business model, operating capabilities and scalable technology platform will provide cutting-edge, technology driven insurance products, distribution and administration, while utilizing our organization’s cross disciplinary team to build a strategic investment portfolio.

Our drive to lead the industry is enhanced by our ability to invest in and engage qualified technology and insurance organizations on the forefront of innovation. We seek to create value through our ability to provide distributors and reinsurers with annuity and life product innovation, speed to market for new products, competitive rates, and commissions and streamlined customer and agent experience. We believe that we provide increased ease of use and serve customers and agents more efficiently and at lower costs than typical insurance companies. Our capital efficient model allows us to support increasing product sales volumes of distributors with capacity provided by third party and associate reinsurers.

The Upstream Life Organization provides an end-to-end solution to manage annuity and life insurance policies that includes a broad set of product development, distribution support, policy administration and asset liability management services. The Organization offers a technology platform which enables us to efficiently develop, sell and administer a wide range of annuity, and life products and we believe that it provides cost-effective product development, sales and administration as we scale our business through increased product sales. We also plan to provide asset management services to third party insurers and reinsurers.

Our associates currently emphasize the offering of annuity products, including MYGA, SPDA and FPDA policies through IMOs that offer annuity and life products, infrastructure and other services to independent insurance agents across the United States. We further provide IMOs our product development expertise, administrative capabilities and technology platform. Our associates reinsure a portion of our insurance policies with third party reinsurers. Our third-party reinsurers include traditional reinsurers and capital markets reinsurers.

GOVERNMENT REGULATION

Our associated companies are subject to extensive laws and regulations. State insurance regulators are charged with protecting policyholders and have broad regulatory, supervisory and administrative powers over our business practices, including, among other things, the power to grant and revoke licenses to transact business, and the power to regulate and approve underwriting practices and rate changes, which may delay the implementation of premium rate changes or prevent us from making changes we believe are necessary to match rate to risk.

Domestic state regulators impose risk-based capital requirements on insurance companies it regulates to ensure that insurance companies maintain appropriate levels of surplus to support their overall business operations and to protect customers against adverse developments, after taking into account default, credit, underwriting and off-balance sheet risks. If the amount of a regulated company’s capital falls below this minimum, it may face restrictions with respect to soliciting new business and/or keeping existing business. Similar regulations will apply in other states in which our associates may operate.

In addition, statutes and regulations usually require the licensing of insurers and their agents, the approval of policy forms and related materials and, for certain lines of insurance, the approval of rates. State statutes and regulations also prescribe the permitted types and concentrations of investments by insurers. The primary purpose of this insurance industry regulation is to protect policyholders. Life insurance companies are required to file detailed quarterly and annual financial statements with insurance regulatory authorities in each of the jurisdictions in which they are licensed to do business, and their operations are subject to periodic examination by such authorities. Regulators have discretionary authority, in connection with the continued licensing of insurance companies, to limit or prohibit the ability to continue to do business policies if, in their judgment, the regulators determine that an insurer is not maintaining necessary statutory surplus or capital or if the further transaction of business will be detrimental to its policyholders.

The amount of dividends that our insurance associates may pay in any twelve-month period, without prior approval by their respective domestic insurance regulators, is currently restricted under the laws of domestic state regulators.

In addition, payments of dividends and advances or repayment of funds to us by our insurance associates are restricted by the applicable laws of our insurance associates’ respective jurisdictions requiring that each insurance associate hold a specified amount of minimum reserves in order to meet future obligations on its outstanding policies. These regulations specify that the minimum reserves shall be calculated to be sufficient to meet future obligations, giving consideration for required future premiums to be received, which are based on certain specified interest rates and methods of valuation, which are subject to change.

Insurance Holding Company Regulation

Our insurance associates are subject to the insurance holding company system laws of the states where the insurance companies are domiciled. These laws vary across jurisdictions, but generally require an insurance holding company and insurers that are members of such insurance holding company’s system to register with the jurisdiction’s insurance regulatory authorities, to file reports disclosing certain information, including their capital structure, ownership, management, financial condition, enterprise risk and own risk and solvency assessment.

These laws also require disclosure and prior approval or non-objection of certain qualifying transactions between or among insurance affiliates and us or any of our other subsidiaries or affiliates to which an insurance affiliate is a party. Such transactions could include loans, investments, sales, service agreements and reinsurance agreements among other similar inter-affiliate transactions. These laws also require that intercompany transactions be fair and reasonable and not adversely affect the interests of policyholders. In certain circumstances, the insurance affiliate must give prior notice of the transaction to the insurance department in its state of domicile, and the insurance department must either approve or disapprove the subject intercompany transaction within defined periods. Further, these laws require that an insurer’s policyholders’ surplus following any dividends or distributions to shareholders is reasonable in relation to the insurer’s outstanding liabilities and its financial needs.

The insurance holding company laws in some states require regulatory approval of a direct or indirect change of control of an insurer. Generally, to obtain approval from the insurance commissioner for any acquisition of control of an insurance company, the proposed acquirer must file with the domiciliary insurance commissioner an application containing information regarding: (i) the identity and background of the acquirer and its affiliates; (ii) the nature, source and amount of funds to be used to carry out the acquisition; (iii) the financial statements of the acquirer and its affiliates; (iv) any potential plans for disposition of the securities or business of the insurer; (v) the number and type of securities to be acquired; (vi) any contracts with respect to the securities to be acquired; (vii) any agreements with broker-dealers; and (viii) other relevant matters. Other jurisdictions where an insurance or reinsurance company is licensed or authorized to transact business may have similar or additional requirements for prior approval of any acquisition of control. Additional requirements may include re-licensing or subsequent approval for renewal of existing licenses upon an acquisition of control.

LIMITED GUARANTEE

Upstream Holdings has intervened and joined in the Investment Certificate for the limited purpose of providing a guarantee and has bound itself joint and severally with the Company with respect to Company’s obligations under the Investment Certificates, contingent upon one or more of the following occurrences:

(a) The Company intentionally provides to the Certificate Holder materially false or misleading information related to the Investment Certificate or the Company intentionally delivers to the Certificate Holder a financial statement furnished in connection with this Investment Certificate that is materially false or misleading, the guarantee may be triggered.

(b) The Company commences any case, proceeding or other action: (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company makes a general assignment for the benefit of its creditors.

(c) There is commenced against the Company any case, proceeding or other action of a nature referred to in (b) above which: (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 60 days.

(d) There is commenced against the Company any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof.

(e) The Company takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in (b), (c), or (d) above.

Thus, Upstream Holdings is providing the guarantee for the limited situations described above, and if the business is unsuccessful for the reasons discussed in “Risk Factors” but not for the reasons discussed above, Upstream Holdings guarantee does not apply.

As of December 31, 2025, Upstream Holdings had total assets of $527 million and total liabilities of $477 million, which includes insurance policy reserves of $453 million, and total equity of $50 million.

Reinsurance Company

The Fund may use proceeds from the Offering to establish a reinsurance company. A reinsurance company is a financial firm that essentially provides insurance to other insurance companies. The Fund would establish an entity that operates to assume part of the risk that other insurers have underwritten. Reinsurance companies help insurers by allowing insurers to reduce exposure to major losses and maintain stability. In turn, this mitigation of exposure and stability allows an insurer to issue new policies.

A reinsurance company is highly regulated and requires management to have a firm grasp of the complex insurance industry, including but not limited to expertise in insurance, finance, and the regulatory structure governing the industry.

DESCRIPTION OF PROPERTY

The Fund does not own any physical properties and maintains a leased office location with its associated businesses at 265 North Lamar Blvd. Suite A, Oxford, MS 38655.

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

Upstream Life Organization

Upstream Life Securities Fund I, LLC, a Louisiana limited liability company, was formed on September 30 2025 to support the operations of our insurance associates, including (i) Upstream Holdings, Inc., a Louisiana corporation, an insurance holding company, and (ii) Upstream Life Insurance Company, a Texas-domiciled life insurance company. Upstream Holdings is the parent holding company of ULIC, who is licensed to sell, underwrite and market life, health insurance and annuity products throughout the United States. The Fund is managed by Upstream Life Securities Company, which is controlled by Colby Arceneaux and its other executive officers and directors. While Upstream Holdings and ULIC are independently operated, they are associated with the Fund and ULSC. Together, these entities and their intellectual property and branding represent the “Upstream Life” organization.

The Proceeds of this Offering will remain under the control of the Fund and be used to support the associated insurance operations. Proceeds from the Offering will be managed by investment personnel for allocation into operating affiliated and associated business and fixed income securities to achieve asset liability matched (ALM), credit appropriate, positive yields. All assets purchased will be done so under the constraints that they be considered “admitted assets” under our associated insurance company requirements. This strategy allows for supplementation and assistance with our associated insurance companies.

The Fund aims to align the duration and cash flow characteristics of its investments with the fund’s projected liabilities. The Fund will manage risk and ensure that future obligations can be met with a high degree of certainty. The Manager will develop an asset portfolio selected for its ability to match liability profiles, providing stability and predictability in returns.

FUND SUPPORT OF ASSOCIATED INSURANCE OPERATIONS

While we do not project any near-term capital requirements, in the event our associated insurer requires temporary capital, the Fund may inject fixed income assets, in an amount not to adversely affect the Fund. This capital infusion would be accomplished through the issuance of an interest (debt or equity) in the receiver. In this structure the Fund would serve as a capital network to enhance our associated insurer’s ability to achieve great revenues, leading to greater profitability and capital/equity levels. If the Manager determines to utilize Proceeds towards developing an Upstream Life reinsurance company, the Fund may provide that group with capital (again only if such amount would not adversely affect the Fund) potentially through a fixed income swap for interest in the receiver.

Annuities Market and Marketing

Our associated insurance operations participate in a large U.S. market that we expect to grow in part due to a number of demographic trends. As measured by annual premiums written, annuities are the largest product line in the life, annuity, and accident and health sector. Annuities play an important role in retirement planning by providing individuals with stable, tax-efficient sources of income. Annual annuity considerations, also referred to as premiums, accounted for $296 billion of annual premiums, or approximately thirty-two percent (32%) of the $934 billion of total annual life, annuity, and accident and health premiums in 2019. The most common annuities are fixed and variable and can be written on an individual or group basis. Our current products are fixed annuities written on an individual basis. We estimate that the total addressable U.S. market for fixed annuity products purchased by individuals is approximately $140 billion of annual premium. We estimate our current share of the individual fixed annuity market to be less than one percent (1%).

An increasing portion of the U.S. population is of retirement age and is expected to increase the retirement income needs of retirees. The 65-and-older population grew by over a third (34.2%) during the past decade, and by 3.2% from 2018 to 2019 according to the U.S. Census Bureau, driven by the aging of the “Baby Boomer” generation. The U.S. population over 65 years old is forecast to grow from an estimated 56.1 million in 2020 to an estimated 80.8 million by 2040, according to the U.S. Census Bureau. By 2040, the portion of the U.S. population aged over sixty-five (65) years old is expected to represent over twenty-one percent (21%) of the total population compared to under seventeen percent (17%) in 2020.

Annuities in the U.S. are distributed through a number of channels, most of which are independent from companies that issue annuities. Independent distribution channels serve as the primary and a growing source of annuity distribution. In 2019, approximately seventy-six percent (76%) of U.S. individual annuity sales occurred through independent distributors, including independent agents, broker-dealers, and banks, representing an increase from approximately seventy percent (70%) in 2015. Independent agents are the second largest distribution channel, behind independent broker-dealers, accounting for approximately twenty percent (20%) of U.S. individual annuity sales in 2019. IMOs provide independent agents with access to annuity products along with operational support services and functionality to support their distribution activities. The infrastructure and support services provided by IMOs to independent agents are critical to the success of independent agents and their ability to serve their customers and generate additional sales. Independent broker-dealers, full-service national broker-dealers and banks collectively accounted for sixty-two percent (62%) of U.S. individual annuity sales in 2019. These distribution channels typically only distribute annuities with an A.M. Best rating of A- or higher.

In recent years, capital markets investors have been actively seeking annuity and life insurance risk by investing in and acquiring insurance and reinsurance companies. Fixed annuities provide upfront premiums and stable, long-term payment obligations and are thus attractive sources of liability-funded assets for a variety of traditional and alternative asset managers and investors. There are significant regulatory and operational hurdles for capital providers looking to enter the annuity market. These hurdles are exacerbated by the limited legacy administrative capabilities, product development processes and technology systems, of traditional insurers and reinsurers. We provide asset managers and investors the ability to seamlessly access funding from annuity business through a variety of reinsurance entities that we can form quickly and operate efficiently with lower upfront and ongoing regulatory and operating costs.

Competition

The annuity and life insurance industry is highly competitive. Many of the life insurance companies authorized to do business in states where we conduct business are well-established companies with good reputations that offer broader lines of insurance products, have larger selling organizations, and possess significantly greater financial and human resources than our Company. Although we face significant competition on a product-by-product basis, we believe our business model, coupled with our relationships with IMOs, allows us to compete for insurance business due to our use of technology and our small size, which we further believe enables us to be nimble and adapt rapidly to changing insurance market conditions.

Credit for Reinsurance

State insurance laws permit U.S. insurance companies, as ceding insurers, to take financial statement credit for reinsurance that is ceded, so long as the assuming reinsurer satisfies the state’s credit for reinsurance laws. Credit for reinsurance means the ceding company is permitted to reflect in its statutory financial statements a credit in an amount equal to the ceding company’s liability that is reinsured. In general, credit for reinsurance is allowed if the reinsurer is licensed or “accredited” in the state in which the primary insured is domiciled; or if neither of the above applies, to the extent that the reinsurance obligations of the reinsurer are collateralized appropriately, typically through the posting of a letter of credit for the benefit of the ceding insurer, or the deposit of assets into a trust fund established for the benefit of the primary insurer.

Statutory Examinations

Our insurance associates are required to file detailed quarterly and annual financial statements, in accordance with statutory accounting practices (“SAP”) or generally accepted accounting principles (“GAAP”) with regulatory officials in each of the jurisdictions in which they conduct business. As part of their routine regulatory oversight process, the domiciliary DOI conducts periodic detailed examinations, generally once every three to five years of the books, records, accounts and operations of our insurance associates.

Financial Tests

The NAIC has developed a set of financial relationships or “tests,” known as the Insurance Regulatory Information System or IRIS, which is designed for early identification of companies that may require special attention or action by insurance regulatory authorities. Insurance companies submit data annually to the NAIC, which in turn analyzes the data by utilizing ratios. State insurance regulators review this statistical report, which is available to the public, together with an analytical report, prepared by and available only to state insurance regulators, to identify insurance companies that appear to require immediate regulatory attention. A “usual range” of results for each ratio is used as a benchmark.

Risk-Based Capital Requirements

In order to enhance the regulation of insurers’ solvency, the NAIC adopted a model law to implement RBC requirements for life insurers. All states have adopted the NAIC’s model law or a substantively similar law. The NAIC Risk-Based Capital Model Act requires insurance companies to submit an annual RBC Report, which compares an insurer’s total adjusted capital with its authorized control level RBC. A company’s RBC is calculated by using a specified formula that applies factors to various specified assets, premium, claim, expense and reserve items. The factors are higher for those items with greater underlying risk and lower for items with less underlying risk.

“Total Adjusted Capital” is defined as the sum of an insurer’s statutory capital and surplus and asset valuation reserve and the estimated amount of all dividends declared by the insurer’s board of directors prior to the end of the statement year that are not yet paid or due at the end of the year. The RBC Report is used by insurance regulators to set in motion appropriate regulatory actions relating to insurers that show indications of weak or deteriorating conditions. RBC is an additional standard for minimum capital requirements that insurers must meet to avoid being placed in rehabilitation or liquidation by regulators. The annual RBC Report, and the information contained therein, is not intended by the NAIC as a means to rank insurers.

RBC is a method of measuring the minimum amount of capital appropriate for an insurance company to support its overall business operations in light of its size and risk profile. It provides a means of setting the capital requirement in which the degree of risk taken by the insurer is the primary determinant. The value of an insurer’s Total Adjusted Capital in relation to its RBC, together with its trend in its Total Adjusted Capital, is used as a basis for determining regulatory action that a state insurance regulator may be authorized or required to take with respect to an insurer. The four determinations, potentially applicable under each jurisdiction’s laws, are essentially as follows:

Market Conduct Exams

Insurance associates are subject to periodic market conduct exams (“MCE”) in any jurisdiction where they do business. An MCE typically entails review of business activities, such as operations and management, complaint handling, marketing and sales, producer licensing, policyholder service, underwriting and claims handling. Regulators may impose fines and penalties upon finding violations of regulations governing such

business activities.

Form Approvals

Our insurance associates are subject to state laws and regulations regarding form approvals. In most states, insurance policies are subject to prior regulatory approval in the state in which the policy is sold.

Unfair Claims Practices

Generally, insurance companies are prohibited by state statutes from engaging in unfair claims practices on a flagrant basis or with such frequency to indicate a general business practice. Unfair claims practices include, but are not limited to, misrepresenting pertinent facts or insurance policy provisions; failing to acknowledge and act reasonably promptly upon communications with respect to claims arising under insurance policies; and attempting to settle a claim for less than the amount to which a reasonable person would have believed such person was entitled.

Assessments Against Insurers

Under the insurance guaranty fund laws, which exist in each state and the District of Columbia, licensed insurers can be assessed by insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Most of these laws provide for annual limits on the assessments and for an offset against state premium taxes. These premium tax offsets must be spread over future periods ranging from five to twenty years. Since these assessments typically are not made for several years after an insurer fails and depend upon the final outcome of liquidation or rehabilitation proceedings, we cannot accurately determine the likelihood, amount or timing of any future assessments.

Regulation of Investments

Our insurance associates are subject to state laws that restrict the kinds of investments they can make. These laws require diversification of our investment portfolios and limit the amounts of investments in certain asset categories, such as below-investment grade fixed income securities, equity real estate, other equity investments and derivatives. Failure to comply with these requirements and limitations could cause affected investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, could require the divestiture of such nonqualifying investments. Investment guidelines, have been filed with and approved by the domestic state regulators.

Statutory Accounting Practices

SAP is a basis of accounting developed to assist insurance regulators in monitoring and regulating the solvency of insurance companies. SAP is primarily concerned with measuring an insurer’s solvency. Statutory accounting focuses on valuing assets and liabilities of insurers at financial reporting dates in accordance with appropriate insurance law and regulatory provisions applicable in each insurer’s domiciliary state.

GAAP is concerned with a company’s solvency, but is also concerned with other financial measurements, principally income and cash flows. Accordingly, GAAP gives more consideration to appropriately matching revenue and expenses and accounting for management’s stewardship of assets than does SAP. As a direct result, different assets and liabilities and different amounts of assets and liabilities will be reflected in financial statements prepared in accordance with GAAP as compared to SAP.

Unfair Trade Practices

Most state insurance laws prohibit insurers from engaging in unfair trade practices. The kinds of practices addressed are (i) misrepresentation and false advertising; (ii) unfair discrimination in premiums and policy benefits; (iii) boycott, coercion and intimidation; (iv) discrimination based on race, color, creed or national

origin, sex or marital status; and (v) rebating of premium.

Enterprise Risk and other Developments

The NAIC, as part of its solvency modernization initiative, has engaged in a concerted effort to strengthen the ability of U.S. state insurance regulators to monitor U.S. insurance holding company groups. The NAIC’s solvency modernization initiative, among other things, aims to expand the authority and focus of state insurance regulators to encompass U.S. insurance holding company systems at the group level. The holding company reform efforts at the NAIC culminated in December 2010 in the adoption of significant amendments to the NAIC’s Insurance Holding Company System Regulatory Act (the “Model Holding Company Act”) and its Insurance Holding Company System Model Regulation (the “Model Holding Company Regulation”). Among other things, the revised Model Holding Company Act and Model Holding Company Regulation explicitly address “enterprise” risk — the risk that an activity, circumstance, event or series of events involving one or more affiliates of an insurer will, if not remedied promptly, be likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole — and require annual reporting of potential enterprise risk as well as access to information to allow the state insurance regulator to assess such risk. In addition, the Model Holding Company Act amendments include a requirement to the effect that any person divesting control over an insurer must provide thirty (30) days’ notice to the regulator and the insurer (with an exception for cases where a Form A is being filed). The amendments direct the domestic state insurance regulator to determine those instances in which a divesting person will be required to file for and obtain approval of the transaction. Some form of the 2010 amendments to the Model Holding Company Act has been adopted in all states.

In 2012, the NAIC adopted the Risk Management and Own Risk and Solvency Assessment (“ORSA”) Model Act, which requires domestic insurers to maintain a risk management framework and establishes a legal requirement for domestic insurers to conduct an ORSA in accordance with the NAIC’s ORSA Guidance Manual. The ORSA Model Act provides that domestic insurers, or their insurance group, must regularly conduct an ORSA consistent with a process comparable to the ORSA Guidance Manual process. The ORSA Model Act also provides that, no more than once a year, an insurer’s domiciliary regulator may request that an insurer submit an ORSA summary report, or any combination of reports that together contain the information described in the ORSA Guidance Manual, with respect to the insurer and the insurance group of which it is a member. The ORSA Model Act imposes more extensive filing requirements on parents and other affiliates of domestic insurers. Our insurance company associates are not subject currently to the requirements of the ORSA Model Act, however, will be when their direct written premiums and unaffiliated assumed premiums, if any, exceed $500 million, which we expect will occur as the Company continues to grow our product lines and geography.

Privacy Regulation

Federal and state law and regulation require financial institutions to protect the security and confidentiality of personal information, including health-related and customer information, and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health-related and customer information and their practices relating to protecting the security and confidentiality of that information. State laws regulate the use and disclosure of social security numbers and federal and state laws require notice to affected individuals, law enforcement, regulators and others if there is a breach of the security of certain personal information, including social security numbers. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e - mail or fax messages to consumers and customers. Federal and state lawmakers and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information.

Cybersecurity Regulation

The NAIC adopted the Insurance Data Security Model Law in October 2017. This law establishes standards for data security and for the investigation and notification of certain cybersecurity events. As of the date of this Memorandum, approximately eleven (11) states have adopted the model law or a variation of it. We expect that additional regulations could be enacted in other jurisdictions that could impact our cybersecurity program. Depending on these and other potential implementation requirements, we will likely incur additional costs of compliance.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

OF THE MANAGER

Directors and Officers of the Manager of the Company

Business Experience of Management

The success of the Issuer relies on the extensive experience and leadership of its Manager. The following individuals hold key positions with the Manager and are responsible for the day-to-day operations and strategic direction of the Company:

Colby Arceneaux

Mr. Arceneaux has served as our Chief Executive Officer and as a director since 2017. Mr. Arceneaux co-founded Upstream Holdings in 2016, prior to which he spent five years as Chief Financial Officer of Tank Specialties, a middle-market energy service company where he began his career in 2005. Mr. Arceneaux holds a Bachelor of Science degree in accounting and business administration from Northwestern State University and a Master of Accounting degree from Tulane University.

Joseph Emerson

Mr. Emerson has served as our Chief Financial Officer and as a director since 2022. Mr. Emerson holds a Bachelor of Science degree in finance and accounting from the University of Mississippi.

Kevin Hebert

Mr. Hebert has served as our President of Sales and as a director since 2017. Mr. Hebert has been a professional in the financial services industry for over 40 years.

No Bankruptcy, Investigations, or Criminal 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.

Neither the Company, the Principals, nor any of the Affiliates 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 EXECUTIVE OFFICERS

The Manager will not receive fees or other compensation for managing the Company at the present time. However, as the sole member of the Company, the Manager is permitted to declare and receive distributions from the Company at any appropriate and lawful time. In the future the Company and Manager may enter into a management agreement that provides for fees to the Manager for managing the Company.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

None.

SECURITIES BEING OFFERED

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 being a Fund Cert-Holder, please see Exhibit 3 “Form of Investment Certificate”.

The business and affairs of the Fund shall be managed, operated, and controlled by or under the exclusive direction of the Manager. The Manager has the power, authority and discretion for, on behalf of and in the name of the Fund 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 Cert-Holders.

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

An investment certificate as a debt security is a financial instrument issued by a company, bank, or government that represents a promise to pay the holder a specified amount of interest over a fixed period of time, with the principal amount repaid at the end of the term. It is similar to a bond, where the investor lends money to the issuer in exchange for periodic interest payments and the return of the initial investment upon maturity.

Ranking

The Certificates are unsecured indebtedness of our Fund. The Certificates would rank junior to any of our secured indebtedness, including any other future debt that the Manager determines to be superior in rank.

Interest and Maturity

The Certificates will bear interest at a rate as specified on the form of Certificate issued to you at your initial issue date and as specified in the Subscription Booklet completed by you upon your initial application. The Fund may offer varying Interest Rates at its sole discretion. If elected, the Certificates will pay interest to the Cert-Holder monthly through cash distributions in arrears on the fifteenth (15th) day following each month-end (a month-end shall be the last calendar day of a month). At maturity, the Certificates will pay the entirety of unpaid accrued interest and principal. Interest will accrue on the basis of a 360-day year, compounding annually (a “Permitted Interest Withdrawal”).

The Certificates will mature as specified on the form of Certificate issued to you at your initial issue date and as specified in the Subscription Booklet completed by you upon initial application. The Fund may offer varying Maturity Dates at its sole discretion.

THE REQUIRED INTEREST PAYMENTS AND PRINCIPAL PAYMENT ARE NOT A GUARANTEE OF ANY RETURN TO YOU, NOR ARE THEY A GUARANTEE OF THE RETURN OF YOUR INVESTED CAPITAL.

While the Fund is required to make interest payments and principal payment as described above, we do not intend to establish a sinking fund to fund such payments. Therefore, our ability to honor these obligations will be subject to our ability to generate sufficient cash flow or procure additional financing in order to fund those payments. If we cannot generate sufficient cash flow or procure additional financing to honor these obligations, we may be forced to sell some or all of the Fund’s assets to fund the payments, or we may not be able to fund the payments in their entirety or at all. If we cannot fund the above payments, Cert-Holders will have claims against us with respect to such violation.

Optional Withdrawal at Election of Certificate Holder

The Cert-Holder, by providing written notice prior to the end of a calendar month, may annually (i.e. once during each 365 day period following the date of the Certificate) make a withdrawal during the term of the Certificate of up to 10% of the initial investment without a surrender charge, a Permitted Withdrawal; provided, however, that the Fund shall have the right to deny such withdrawal request to the extent it would cause the principal amount of the Certificate to fall below $25,000.00, or if the withdrawal request is made in the first thirty (30) days of the term of the Certificate. Any Permitted Withdrawal will be paid by the Fund on the next occurring Pay Date.

The Cert-Holder, by providing written notice prior to the end of a calendar month, may make a withdrawal of any principal amount of the Certificate. Any withdrawal that is not a Permitted Withdrawal or a Permitted Interest Withdrawal shall incur a surrender charge, which reduces the principal amount, equal to an amount, expressed as a percentage of the amount withdrawn, according to the percentages shown on the table on Annex B of the Investment Certificate, a Surrender Charge. The Fund shall have the right to deny such withdrawal request to the extent it would cause the principal amount of the Certificate to fall below $25,000.00, or if the withdrawal request is made in the first thirty (30) days of the term of the Certificate. Any withdrawal pursuant to this method will be paid on the next occurring Pay Date.

In the event that a deferral occurs, after the completion of the deferral period, the Cert-Holder, by providing written notice prior to the end of a Calendar Month, may withdraw any Principal Amount and/or Accrued Interest amount on the Certificate without incurring Surrender Charges; provided, however, that the withdrawal request is made in the first 30 days following the completion of the deferral period. Any deferral waiver payments will be paid by the Fund on the next occurring Pay Date.

Optional Redemption

We may redeem the Certificates, in whole or in part, without penalty at any time. Any redemption of a Certificate will be at a price equal to the then outstanding principal on the Certificates being redeemed, plus any accrued but unpaid interest on such Certificates. If we plan to redeem the Certificates, we are required to give notice (e-mail sufficient) of redemption not less than five (5) days nor more than sixty (60) days prior to any redemption date to each Cert-Holder’s address appearing in the securities register. In the event we elect to redeem less than all of the Certificates, the particular Certificates to be redeemed will be selected by the Fund by such method as the Fund shall deem fair and appropriate.

Merger, Consolidation or Sale

We may consolidate or merge with or into any other corporation, and we may sell, lease or convey all or substantially all of our assets to any corporation, provided that the successor entity, if other than us:

Restrictions of Transferability

There are substantial restrictions on the transferability on the Certificates under the terms of the form of Certificate and applicable state and federal securities laws. Before selling or transferring any Certificate, a Cert-Holder must obtain the written consent of the Fund and comply with applicable requirements of federal and state securities laws and regulations, including the financial suitability requirements of such laws and regulations. If there are restrictions imposed by federal or state law on the transfer of the Certificates, the Cert-Holders 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 Cert-Holder, not the Company, to ensure there are no restrictions on transfer imposed by law. The Cert-Holder waives any claims and indemnifies the Company against a Cert-Holder’s claims or the purported transferee, derived from a void transfer transaction. The Company’s approval in writing pursuant to a transfer has no effect on such waiver and indemnification.

There is no market for the Certificates, and it is highly unlikely that any market for the Certificates will develop, and Investors should view the Certificates as solely a long-term investment.

The Certificates offered under this Circular have not been registered under the Securities Act nor by the securities regulatory authority of any state. The Certificates may not be resold unless they are registered under the Securities Act and registered or qualified under applicable state securities laws or unless exemptions from such registration and qualification are available.

Future Issuances

We may, from time to time, without notice to or consent of the Cert-Holders, increase the aggregate principal amount of any series of the Certificates outstanding by issuing additional Certificates in the future with the same terms of such series of Certificates, except for the issue date and Interest Rate, and such additional Certificates shall be consolidated with the applicable series of Certificates and form a single series. No consent of the Cert-Holders is required under the Certificates for the issuance of additional series of Certificates, including such additional series which may have payment priority superior to current Certificates.

Payment of Taxes and Other Claims

We will pay or discharge or cause to be paid or discharged, before the same shall become delinquent: (i) all taxes, assessments and governmental charges levied or imposed upon us or upon our income, profits or assets; and (ii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property; provided, however, that we will not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings or for which we have set apart and maintain an adequate reserve.

Events of Default

The following are events of default with respect to the Certificates:

Limited Guarantee

Upstream Holdings, Inc., a Louisiana corporation, has intervened and joined in the Certificates for the limited purpose of providing a guarantee and has bound itself joint and severally with the Fund with respect to Fund’s obligations under the Certificates, contingent upon one or more of the following occurrences:

Thus, the Guarantor is providing the guarantee for the limited situations described above, and if the business is unsuccessful for the reasons discussed in “Risk Factors” but not for the reasons discussed above, the Guarantor’s guarantee does not apply.

Voting Rights

There are no voting rights associated with the Certificates.

Liquidation Rights

Any liquidation of the Fund and its assets will occur in compliance with Louisiana law. Cert-Holders will not have any liquidation preference. The Certificates are unsecured.

Preemptive Rights

There are no preemptive rights associated with the Certificates.

Indemnification

There is no indemnification right for Cert-Holders. The Operating Agreement provides that a director or officer who acts in good faith, with reasonable and prudent care, and in the best interest of the Fund, is entitled to be indemnified by the Fund should the director or officer be made a party to a proceeding, brought or threatened, as a consequence of the director or officer acting in their official capacity. Directors and officers who fail to comply may be personally liable to the Fund for noncompliance.

Liabilities of the Cert-Holders

Cert-Holders shall not be personally liable for the debts and acts of the Fund solely due to the fact that the Cert-Holder owns Certificates of the Fund.

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 Classification of the Fund

The Fund is classified as a disregarded entity for federal tax purposes.

Tax Returns

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

ERISA CONSIDERATIONS

In Some Cases, if the Investors Fail 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 Fund’s Certificates, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Fund’s Certificates 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 Fund’s Certificates, 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 Fund’s Certificates 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

The Fund will be required to make annual and semi-annual filings with the SEC. The Fund 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. The Fund 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 from January 1 through June 30. The Fund 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. The Fund 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.

The Fund 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

Upstream Life Securities Fund I, LLC.

A Louisiana Limited Liability Company

Independent Auditor’s Report

To the Manager of

Upstream Life Securities Fund I, LLC

Opinion

We have audited the accompanying financial statements of Upstream Life Securities Fund I, LLC (the “Company”), which comprise the balance sheet as of December 31, 2025, and the related statements of operations, changes in member's deficit, and cash flow for the period from September 30, 2025 (inception) to December 31, 2025 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 December 31, 2025, and the related statements of operations, changes in member's deficit, and cash flow for the period from September 30, 2025 (inception) to December 31, 2025, 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 B 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 B. 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
March 4, 2026

	Upstream Life Securities Fund I, LLC
	Balance Sheet
	As of December 31, 2025
	ASSETS
		Current Assets
			Cash						$                   -
		Total Current Assets							-
				TOTAL ASSETS					$                   -
	LIABILITIES AND MEMBER'S EQUITY
		Current Liabilities
		Total Current Liabilities							$              -
				TOTAL LIABILITIES					-
		Member's Equity
			Class A Units, 100,000 authorized, and 100,000 issued
			and outstanding as of December 31, 2025						100
			Member receivable						(100)
				TOTAL MEMBER'S EQUITY					-
	TOTAL LIABILITIES AND
		MEMBER’S EQUITY							$                 -

The accompanying notes are an integral part of this financial statement.

The accompanying notes are an integral part of this financial statement.

The accompanying notes are an integral part of this financial statement.

The accompanying notes are an integral part of this financial statement.

UPSTREAM LIFE SECURITIES FUND I, LLC

Notes to Financial Statements

December 31, 2025

Note A – Nature of Business and Organization

Nature of Operations

Upstream Life Securities Fund I, LLC was organized as a Louisiana Limited Liability Company to create financial products for distribution and produce investment returns on generated assets.

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 in accordance with U.S. GAAP. The Company did not produce any revenue for the period ending December 31, 2025.

Income Taxes

The Company, with the consent of its member, has elected to be taxed as a disregarded entity. In lieu of income taxes, the member of disregarded entities are taxed on their 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 Upstream Life Securities Fund I, LLC, if the Manager of the Company determines that additional funds are required by the Company to meet the Company's operating expenses, the member 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 December 31, 2025, Upstream Life Securities Fund I, LLC has the authority to authorize an unlimited amount of Units and has 100 Units issued and outstanding. Upstream Life Securities Fund I, LLC received a total of $0 in member contributions during the period December 31, 2025.

Voting Rights

Each Unit shall be entitled to one (1) vote per Unit on each matter to which the 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 member 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. The member shall receive distributions at the same time without preference or priority of any single member, and distributed to the member after certain priority payments have been made, as outlined in the Operating Agreement.

Note E - Subsequent Events

Subsequent events have been evaluated through March 4, 2026, which is the date the financial statements were available to be issued.

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 Oxford, Mississippi on April 20, 2026.

ISSUER COMPANY LEGAL NAME AND ADDRESS:

Upstream Life Securities Fund I, LLC

265 North Lamar Blvd., Suite A
Oxford, MS 38655

By: Upstream Life Securities Company, Manager

Name: Colby Arceneaux

Title: Chief Executive Officer of the Manager

Date: April 20, 2026

Location signed: Oxford, Mississippi

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

/s/ Colby Arceneaux

Colby Arceneaux, Chief Executive Officer of the Manager of the Company

Date: April 20, 2026

Location signed: Oxford, Mississippi

/s/ Joseph Emerson

Joseph Emerson, Chief Financial Officer and chief accounting officer of the Manager of the Company

Date: April 20, 2026

Location signed: Oxford, Mississippi

58 

OPERATING AGREEMENT
OF
UPSTREAM LIFE SECURITIES FUND I, LLC

A LOUISIANA LIMITED LIABILITY COMPANY

September 30, 2025

THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

TABLE OF CONTENTS

Page

Exhibit A Defined Terms

Exhibit B List of Members

Exhibit C Tax Allocation Principles

Exhibit D Form of Adoption Agreement

OPERATING AGREEMENT

OF

UPSTREAM LIFE SECURITIES FUND I, LLC

This Operating Agreement (this “Agreement”) of Upstream Life Securities Fund I, LLC, a Louisiana limited liability company (the “Company”), is made and entered into effective as of September 30, 2025 (the “Effective Date”), by and among the Company and the Members.

RECITALS

WHEREAS, the Company has been formed as a Louisiana limited liability company pursuant to its Articles of Organization, dated and filed with the Louisiana Secretary of State on September 30, 2025 (the “Articles”), with Upstream Life Securities Company as the initial member and manager;

WHEREAS, the initial Manager of the Company shall be Upstream Life Securities Company (the “Manager”);

WHEREAS, the Company and Members now desire to enter into this Agreement to govern the conduct and affairs of the Company, and the rights and obligations of the Member.

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

ARTICLE I
DEFINED TERMS

Terms with their initial letters capitalized used but not otherwise defined herein have the meanings given to them in Exhibit A and in Part C of Exhibit C attached hereto, unless otherwise expressly provided herein.

ARTICLE II
ORGANIZATION

Section 2.1.         Organization. The Company was organized as a limited liability company pursuant to the Act on September 30, 2025, by the filing of its Articles with the Secretary of State of Louisiana and shall be operated pursuant to the provisions of this Agreement. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

Section 2.2.         Name; Registered Office; Registered Agent; Other Offices.

(a)               The name of the Company shall be “Upstream Life Securities Fund I, LLC”. The Company may do business under that name and under any other name or names the Manager may designate from time to time, and shall file, or shall cause to be filed for public record, any trade name filings and similar documents, and any amendments thereto, that the Manager may approve.

(b)               The registered office of the Company in the State of Louisiana shall be the initial registered office named in the Articles or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time.

(c)               The registered agent of the Company in the State of Louisiana shall be the initial registered agent named in the Articles or such other Person or Persons as the Manager may designate from time to time.

(d)               The principal office of the Company shall be as designated by the Manager from time to time, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Manager may designate from time to time either within or without the State of Louisiana.

Section 2.3.         Company Purpose. The Company’s purpose is to engage in any lawful activity for which limited liability companies may be formed under the Act.  

Section 2.4.         Relationship of the Parties. The Members understand and agree that the arrangement and undertakings evidenced by this Agreement result in a partnership for purposes of federal income taxation and certain state income tax laws that incorporate or follow federal income tax principles. For every other purpose, the Members agree that their legal relationship to each other and to any third parties under other applicable state, federal or foreign law is that of members of a limited liability company and not of partners in a partnership or joint venture.

Section 2.5.         Title to Company Assets. Title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one or more nominees, as the Managers may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

Section 2.6.         Liability to Third Parties; Limited Liability of Members. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in tort, contract or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Manager, or Officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Manager of the Company. No Member shall have any duty to the Company or any other Member except as expressly set forth in the Act, this Agreement and in other written agreements between or among them.

Section 2.7.         Member Action.

(a)               No Member shall, as such, have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Any Member who takes any action or binds the Company in violation of this Section 2.7(a) shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to such loss or expense.

(b)               Except as expressly required by this Agreement, no vote, consent or authorization of the Members shall be required for the taking of any action on behalf of or with respect to the Company. Any matter on which the Members are authorized to take action under the Act or this Agreement may be taken by the Members, in lieu of a meeting, by written consent to such action executed by Members holding not less than the number of outstanding Units that would be required to vote to approve the matter.

(c)               There shall be no requirement that the Company hold annual or other meetings of Members. Meetings of the Members may be called by the Manager or by Members holding at least one-third of the outstanding Units, and shall be held at such place as shall be designated from time to time by the Manager. Written notice (which shall state the purpose or purposes for which the meeting is called) of any meeting of the Members, stating the place, date and hour of the meeting, shall be mailed or given by or at the direction of the Manager to each Member at least ten (10) days prior to the meeting.

(d)               At all meetings of the Members, the presence in person or by proxy of Members holding at least a majority of the outstanding Units shall constitute a quorum at such meeting. All Members present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. If a quorum is present, the affirmative vote of those Members holding at least a majority of the outstanding Units shall be the act of the Members unless otherwise provided by this Agreement.

ARTICLE III
MEMBERS; CAPITAL CONTRIBUTIONS; CERTIFICATES

Section 3.1.         Members.

(a)               A Person shall only be admitted as a Member if (i) such Person acquires one or more Units from a Member in accordance with the provisions of this Agreement or is issued one or more Units as authorized by the Manager; and (ii) executes a counterpart or joinder to this Agreement and agrees in writing to be bound by the provisions of this Agreement.

(b)               Exhibit B hereto sets forth the name and address of each Member, together with such Member’s Capital Contribution and number of Units owned as of the date specified thereon. Notwithstanding Section 11.6, the Manager shall have the authority, without the need to obtain the consent of the Members, to cause Exhibit B to be amended or supplemented from time to time to reflect the admission of additional Members, additional Capital Contributions, or a change in Units otherwise permitted by this Agreement.

Section 3.2.         Certain Representations and Covenants of Members.

Each Member represents and warrants to the Company and the other Members that:

(a)               such Member is acquiring its Units solely for its own account and not with a view to any distribution or disposition thereof;

(b)               such Member understands and acknowledges that the Units (i) have not been registered under the Securities Act or registered or qualified under any applicable state securities laws in reliance upon specific exemptions therefrom, and (ii) may not be Transferred or sold except in accordance with the terms of this Agreement and pursuant to a transaction registered or exempt from registration under the Securities Act, and registered or qualified or exempt from registration or qualification under any applicable state securities laws; and

(c)               without prior written notice to the Company, such Member shall not take a position on such Member’s federal income tax return, in any claim for refund or in any administrative or legal proceedings that is inconsistent with this Agreement or with any information return filed by the Company.

Section 3.3.         Units; Capital Contributions.

(a)               Membership interests in the Company shall be represented by Units. The Company has authority to issue an unlimited number of Units. Subject to the term of this Agreement, the Manager may issue additional Units for such consideration and on such terms as the Manager may determine.

(b)               The amount of money and the fair market value of any property (determined as of the date of contribution by the Manager using such reasonable method of valuation as it may adopt) contributed to the Company by a Member in respect of the issuance of Units to such Member shall constitute a “Capital Contribution.” Except as otherwise provided in this Agreement, no Member shall be deemed to own Units until it has paid its related Capital Contribution in full.

Section 3.4.         Additional Capital Contributions.

(a)               No Member shall be required to make additional Capital Contributions once the Company has received in full the Member’s Capital Contribution associated with a related issuance of Units to such Member.

Section 3.5.         No Interest on Capital Accounts; Return of Capital Contributions.

(a)               No Member shall be entitled to receive or be credited with any interest on the balance of such Member’s Capital Account at any time.

(b)               No Member shall be entitled to withdraw such Member’s Capital Contribution or to demand any distribution from the Company.

Section 3.6.         Expulsion; Voluntary Withdrawal.

(a)               Except as expressly provided in this Agreement, a Member may not be expelled or removed as a Member of the Company.

(b)               No Member shall have the right or power to voluntarily withdraw or disassociate from the Company, other than by means of a Transfer of all of its Units permitted by Article VIII.

Section 3.7.         Book-Entry System; No Certificates. The Company shall maintain a book-entry system for Unit ownership, and Units will be uncertificated unless the Manager determines that certificates evidencing such Units are necessary or advisable. Such uncertificated Units shall be credited to a book entry account maintained by the Company (or its designee) on behalf of the appropriate Member.

ARTICLE IV
ALLOCATIONS; CAPITAL ACCOUNTS

Section 4.1.         Allocations of Profits and Losses. Subject to Section 4.2, Section 4.3 and the principles set forth in Exhibit C hereto (the “Tax Allocation Principles”), and after adjusting for all Capital Contributions and distributions made during such Fiscal Year, Profit and Loss (and, if necessary, individual items of income, gain, loss or deduction) shall be allocated at the close of each Fiscal Year (and at such other times in which it is necessary to allocate Profit and Loss or individual items thereof) in a manner such that, after such allocations have been made, the balance of each Member’s Capital Account (which may be negative) shall, to the extent possible, be equal to:

(a)               an amount that would be distributed to such Member if (i) the Company were to sell the assets of the Company for their Book Values, (ii) all Company liabilities were settled in cash according to their terms (limited with respect to each nonrecourse liability to the Book Values of the assets securing such liability), and (iii) the proceeds of the sale remaining after satisfaction of all Company liabilities, payment of the Liquidating Distribution were distributed by the Company pursuant to Section 5.2; minus

(b)               the sum of (i) the amount, if any, without duplication, that such Member would be obligated to contribute to the capital of the Company, (ii) such Member’s share of partnership minimum gain determined pursuant to Section 1.704-2(g) of the Regulations, and (iii) such Member’s share of partner nonrecourse debt minimum gain determined pursuant to Section 1.704-2(i)(5) of the Regulations; computed immediately prior to the hypothetical sale of assets described in Section 4.1(a).

Section 4.2.         General Rules Relating to Allocations. Subject to Sections 706(c) and 706(d) of the Code, any allocation of Profit or Loss shall be made to those Persons shown on the records of the Company to have been Members as of the last day of the Fiscal Year of the Company for which the allocation is to be made, based upon the number of days that each Member held its Units during the Fiscal Year. The Manager is authorized, upon advice of the Company’s tax counsel, to amend any provision of this Article IV to comply with the Code and the Regulations; provided, however, that no amendment shall materially affect any distributions to a Member under Article V without that Member’s prior written consent.

Section 4.3.         Capital Accounts.

(a)               A separate Capital Account shall be maintained for each Member. These Capital Accounts shall be maintained in accordance with the provisions of this Section 4.3 and the Tax Allocation Principles.

(b)               The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Manager may make such modification. The Manager shall adjust the amounts debited or credited to Capital Accounts with respect to (i) any property contributed to the Company or distributed to the Members and (ii) any liability that is secured by such contributed or distributed property or that is assumed by the Company or the Members, in the event the Manager shall determine that such adjustment is necessary or appropriate pursuant to Section 1.704-1(b)(2)(iv) of the Regulations. Property contributions or distributions shall be reflected in the Capital Accounts at their fair market value, determined as of the date of contribution by the Manager. Also, in the event the values of Company assets are adjusted as permitted by the Regulations, the Capital Accounts of all Members shall be adjusted in accordance with Sections 1.704-1(b)(2)(iv)(f) or Section 1.704-1(b)(2)(iv)(m) of the Regulations, as applicable, to reflect such aggregate net adjustment. The Manager also shall make any adjustments or modifications as necessary or appropriate (A) to maintain equality between the Capital Accounts and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Section 1.704-1(b)(2)(iv)(q) of the Regulations, or (B) in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

(c)               Except as otherwise expressly provided in this Agreement or as required by applicable law, no Member shall be required to restore a negative balance in its Capital Account.

(d)               Each item of income, gain, loss or deduction of the Company (determined in accordance with the Code and the Regulations as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members with respect to each Fiscal Year (or portion thereof), as of the end of such period, in a manner that as closely as possible gives economic effect to the provisions of Article V and Article IX and the other relevant provisions of this Agreement.

ARTICLE V
DISTRIBUTIONS

Section 5.1.         Available Funds. The Manager shall determine, in its sole discretion, whether the Company has funds on hand available for distribution to Members (taking into consideration the Company’s results of operations, cash flow from operations, financial condition and capital requirements, any debt service requirements and any other factors the Manager deems relevant), as well as any restrictions under any applicable laws (including the Laws of the State of Louisiana), and the terms and provisions of any Company agreement, including any agreement relating to the Company’s indebtedness that would restrict distributions (funds from time to time, on a cumulative basis, satisfying the criteria set forth above are referred to as “Available Funds”).

Section 5.2.         Distributions. Provided that there are Available Funds, the Manager shall cause the Company to make distributions of the Available Funds to the Member.

ARTICLE VI
MANAGEMENT; RIGHTS, POWERS AND DUTIES

Section 6.1.         Management.

(a)               Management by Manager. All management powers over the business and affairs of the Company shall be exclusively vested in the Manager. The initial Manager shall be Upstream Life Securities Company (the “Manager”). The Manager shall have full power and authority to do all things on such terms as it, in its sole discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Section 6.2.         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 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 6.3.         Transactions Between the Company and the Manager or the Member(s). The Manager, the Member(s) and their respective Affiliates may engage in any transaction or other business arrangement (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the Company so long as the terms of such transaction or other arrangement are at least as favorable to the Company as could have been obtained or entered into in a comparable arm’s-length transaction with a third party that is not an Affiliate.

ARTICLE VII
INDEMNIFICATION AND LIABILITY

Section 7.1.         Performance of Duties; Exculpation. No Manager or Affiliate of a Manager shall be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by such Person within the scope of the authority conferred on such Person by or pursuant to this Agreement except for liability for acts or omissions that are taken or omitted to be taken that involves the gross negligence or willful misconduct of such Person. By resolution of the Manager, the Company may, but shall not be obligated to, exculpate any employee or authorized agent of the Company to the same degree that Managers are exculpated under this Section 7.1.

Section 7.2.         Right to Indemnification from the Company. Subject to the limitations and conditions contained in this Article VII, each Manager who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of which such Person is the legal representative, is or was a Manager shall be indemnified by the Company to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding, appeal, inquiry or investigation (each, an “Expense”), and indemnification under this Article VII shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings, appeals, inquiries or investigations arising prior to any amendment, modification or repeal. Notwithstanding anything contained herein to the contrary, no Person shall be entitled to indemnification pursuant to this Article VII if it is finally determined by a court of competent jurisdiction (after exhaustion of all appeals) that the Proceeding is directly or substantially related to the gross negligence or willful misconduct of such Person.

Section 7.3.         Advance Payment. The right to indemnification conferred in this Article VII shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Manager of the type entitled to be indemnified under Section 7.2 who was, is or is threatened to be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Manager’s ultimate entitlement to indemnification or ability to repay advances; provided, however, that the payment of such expenses incurred by a Manager in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Manager of his good faith belief that he is entitled to indemnification hereunder and a written undertaking, by or on behalf of such Manager, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Manager is not entitled to be indemnified by the Company under this Article VII or otherwise.

Section 7.4.         Indemnification of Employees. The Manager, by resolution, may indemnify and advance expenses to an officer, authorized agent or employee of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses under Section 7.2 and Section 7.3.

Section 7.5.         Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VII shall not be exclusive of any other right that a Manager or other Person indemnified pursuant to this Article VII may have or hereafter acquire under any law (common or statutory) or provision of this Agreement.

Section 7.6.         Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this Article VII as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any such Proceeding, appeal, inquiry or investigation to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII
TRANSFER OF UNITS

Section 8.1.         Restrictions on Transfer of Units. A Member shall have the right to Transfer any or all of its Units with the prior written consent of the Manager, which consent may be withheld or denied for any reason or no reason. If the Transfer is approved by the Manager, then the Transfer may be made provided that: (i) such Transfer complies in all respects with the terms and conditions of this Article VIII and all applicable federal and state securities laws and regulations, (ii) prior to such Transfer, such transferee agrees to be bound by the terms of this Agreement pursuant to an Adoption Agreement, and (iii) all amounts owed and due to the Company by such transferor Member have been paid in full prior to the effectiveness of such Transfer; provided, that any such Transfer shall not act to relieve the transferring Member of any liability or obligation owed to the Company, either directly or indirectly, as of the date of such Transfer. The Company will not recognize any purported Transfer that does not comply with this Section 8.1, and any such Transfer will be void and ineffective and shall not operate to Transfer any interest in or title to any Units to the purported transferee. The prohibitions set forth in this Section 8.1 shall include, but shall not be limited to, any agreement to limit, restrict or grant any voting rights with respect to any Units.

Section 8.2.         Cessation of Membership. If a Member Transfers all of its Units pursuant to this Article VIII and the transferee(s) of such Units is admitted as a Member(s) pursuant to Section 8.1, immediately following such admission, the transferor Member shall cease to be a Member of the Company. Upon such cessation of the transferor Member’s membership in the Company, the transferor Member shall not be entitled to any distributions pursuant to Article V from and after the date of such cessation.

ARTICLE IX
DISSOLUTION, LIQUIDATION AND WINDING UP

Section 9.1.         Term. The term of the Company began on the date of the filing of the Articles with the Secretary of State of Louisiana, and the Company shall continue in existence until it is terminated pursuant to this Article IX.

Section 9.2.         Events of Dissolution. The Company shall be dissolved upon the happening of any of the following events (each, a “Dissolution Event”):

(a)               the consent of the Manager;

(b)               with the consent of the Manager, the sale of all or substantially all of the assets of the Company; or

(c)               the entry of a decree of judicial dissolution under the Act.

Section 9.3.         Procedure for Winding Up and Dissolution. On the occurrence of a Dissolution Event, the Manager may select one or more Persons to act as liquidator(s) or may itself act as liquidator; provided, however, that no Manager shall receive any compensation for acting as a liquidator. The liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense, including reasonable compensation to any third party liquidator. Until final distribution, the liquidator(s) shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidator(s) are as follows:

(a)               As promptly as possible after dissolution and again after final winding up, the liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable;

(b)               The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up); provided, however, that the liquidator may establish one or more cash escrow funds (in such amounts and for such terms as the liquidator may reasonably determine) for the payment of contingent liabilities; and

(c)               The liquidator(s) shall use commercially reasonable efforts to sell all or substantially all of the Company’s assets, and any resulting proceeds and all remaining assets of the Company shall be distributed to the Members as follows:

(i)                 First, to the holders of the Units in the amount of the Liquidation Preference.

(ii)              Second, in accordance with Section 5.2 of this Agreement.

(d)               On completion of the distribution of Company assets as provided herein, the liquidator(s) shall file a certificate of dissolution with the Secretary of State of Louisiana and take such other actions as may be necessary to terminate the existence of the Company under the Act and other applicable law.

ARTICLE X
BOOKS AND RECORDS; ACCOUNTING; TAX ELECTIONS

Section 10.1.     Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts maintained in the Company’s name. The Manager shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

Section 10.2.     Reports; Accounting. The Manager shall deliver to each Member:

(a)               a consolidated balance sheet of the Company and its Subsidiaries, as at the end of each fiscal quarter and the related statements of operations and cash flows for such quarter setting forth in each case, to the extent applicable, in comparative form the figures for the corresponding periods of the previous fiscal year all in reasonable detail, which shall fairly present the financial condition and results of operations of the Company and its Subsidiaries; and

(b)               a consolidated balance sheet of the Company and its Subsidiaries, as of the end of each Fiscal Year and the related statements of operations, partners’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year which shall fairly present the financial condition and results of operations of the Company and its Subsidiaries.

Section 10.3.     Contents and Location of Required Records; Access to Accounts. The Company will maintain at its principal place of business the records the Company is required to maintain by the Act. Subject to Section 11.2, the Company shall afford to each of the Members and their respective counsel, accountants and other representatives, upon reasonable notice and during business hours access to all properties of the Company, books, records and other documents of the Company and shall furnish to each of the Members such information concerning the Company and copies of such documents as each Member may reasonably request.

Section 10.4.     Tax Returns.

(a)               The Company and its Subsidiaries shall prepare income tax returns on the accrual method of accounting and on a calendar year basis, unless otherwise required by law or decided by the Manager.

(b)               The Member(s) hereby designates Colby Arceneaux to act on behalf of the Company as the “tax matters partner” within the meaning of Code Section 6231(a)(7) and the “partnership representative” within the meaning of Code Section 6223(a). Any person who is designated as the partnership representative is referred to herein as the “Partnership Representative”. In the event of an audit by the IRS, the Partnership Representative shall make, on a timely basis, the election provided by Code Section 6226(a) to treat a “partnership adjustment” as an adjustment to be taken into account by each Member in accordance with Code Section 6226(b), provided that the Partnership Representative shall, if requested in writing by the Manager, not make such election. If the election under Code Section 6226(a) is made, the Company shall furnish to each Member for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Section 6226(b) of the Internal Revenue Code and shall be liable for any related interest, penalty, addition to tax, or additional amount.

(c)               The Manager shall arrange for the preparation and timely filing for each Fiscal Year or other period of all federal, state and local tax or information returns required to be filed by or on behalf of the Company. As soon as practicable after the end of each Fiscal Year, the Manager shall cause to be furnished to each Member all information required by such Member for its federal and state income tax reporting purposes with respect to the Company, including without limitation a copy of Schedule K-1 to the federal tax return of the Company on Form 1065 (or any similar successor schedule or return) showing the taxable income and loss of the Company for such Fiscal Year just ended and the allocation thereof to each Member. The Members shall each take reporting positions on their respective foreign, federal, state and local income tax returns consistent with the positions determined for the Company.

Section 10.5.     Tax Elections. The Manager shall have the authority to make all Company elections permitted under the Code, including, without limitation, elections of methods of depreciation and elections under Code Section 754. The decision to make or not make an election shall be at the Manager’s sole and absolute discretion in accordance with Section 6.4.

Section 10.6.     Partnership Status. The Members intend that the Company be classified as a partnership for federal, state and local income tax purposes and shall take all reasonable actions as may be required to qualify for and receive such classification. The Manager shall use its best efforts to avoid taking any action that would cause the Company to be classified as other than a partnership for federal income tax purposes. All provisions of this Agreement and the Articles are to be construed so as to preserve the Company’s tax status as a partnership.

ARTICLE XI
MISCELLANEOUS

Section 11.1.     Outside Business. Except as otherwise provided in this Agreement, any Member, Manager or Affiliate thereof may engage in, or possess an interest in other business ventures of any nature or description, independently, or with others, similar or dissimilar to the business of the Company and its Subsidiaries, and the Company and its Subsidiaries, and the other Members of the Company shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company and its Subsidiaries, shall not be deemed wrongful or improper. Except as otherwise provided in this Agreement or any other agreement with the Company or its Subsidiaries, no Member, Manager or Affiliate thereof shall be obligated to present any business or investment opportunity to the Company or its Subsidiaries even if such opportunity is of a character that, if presented to the Company or its Subsidiaries, could be taken by the Company or its Subsidiaries, and any Member, Manager or Affiliate thereof shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such investment opportunity. No “corporate opportunity” doctrine or other legal or equitable principle of law exists or shall apply to or arise in connection with the pursuit of any business opportunity by any Member, Manager or their Affiliates.

Section 11.2.     Confidentiality. During the term of this Agreement and for a period of two years after the earlier of the final dissolution of the Company or the cessation of such Member’s membership in the Company (such period, the “Restricted Period”), each Member agrees to keep strictly confidential and not disclose, use, divulge, publish or otherwise reveal, directly or through another Person, (i) any confidential or proprietary information regarding the Company, its Subsidiaries or any other Member and its Affiliates, (ii) the terms of this Agreement or the other agreements contemplated hereby, and (iii) all Company-related information obtained from an inspection of the Company’s books and records pursuant to Section 10.3 or otherwise, or included in the reports and statements provided pursuant to Section 10.2 (collectively, “Confidential Information”), except as may be necessary for the Member or Manager to perform its duties and obligations under the terms of this Agreement, in connection with filings with governmental agencies or courts or as otherwise required under applicable law, the applicable rules or regulations of any securities exchange or quotation system or in judicial proceedings involving the interpretation or enforcement of this Agreement, unless the Manager gives prior written consent to the disclosure. To the extent that Confidential Information is revealed, each party shall use its best efforts to have the Persons receiving such information retain it in confidence. Upon termination of this Agreement or upon the cessation of a Member’s membership in the Company, such Member shall return to the other Company all Confidential Information that such Member may then possess or have under its control. Each Member also agrees, during the Restricted Period, that it shall not use any Confidential Information for any competitive or other purposes detrimental to the Company or its Subsidiaries or the Members and their Affiliates.

Section 11.3.     Notifications. Any notice, demand, consent, election, offer, approval, request or other communication (collectively, a “Notice”) required or permitted under this Agreement must be in writing and shall be deemed given and effective upon delivery, if delivered by nationally recognized overnight delivery service, certified US mail, return receipt requested or similar receipted delivery, or by electronic or facsimile transmission if addressed to and delivered to the address of the party set forth in the books of the Company or such other address as the party, by written notice to the other parties, may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be conclusive evidence of successful delivery.

Section 11.4.     Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of the agreement among the Members with respect to the subject matter hereof and supersede all prior written and oral agreements, statements, and any prior or contemporaneous representation, statement, condition or warranty with respect thereto. In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Articles, such provisions of the Act or the Articles, as the case may be, will be controlling.

Section 11.5.     Third Party Rights. Except as provided in Article VII, nothing in this Agreement, either express or implied, is intended or shall be construed to confer upon or give to any Person other than the Company, the Members and their Affiliates any legal or equitable right, remedy or claim under or in respect of this Agreement.

Section 11.6.     Modification and Waiver. Subject to Section 3.1(b) and Section 3.4(b), this Agreement and the Articles shall not be amended or modified at any time except with the written unanimous consent of Members; provided, however, that this Agreement shall not be amended so as to disproportionately and adversely affect the specified preferences, rights, privileges, powers of voting rights of any Member (or class of Members) without the prior written consent of such Member or approval of two-thirds of the votes entitled to be cast by the class of Members. The failure by any Member to insist upon strict performance of any provision of this Agreement or to enforce any of its rights hereunder shall not be deemed to be a waiver of, or estoppel against, assertion of the right to require such performance, unless such waiver is an express written waiver that has been signed by the waiving party.

Section 11.7.          Power of Attorney.

(a)               Each Member hereby makes, constitutes, and appoints the Manager, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record: (i) all certificates of formation, assumed name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) that the Manager may reasonably deem necessary or appropriate to be filed by the Company under the laws of the States of Delaware or any other state or jurisdiction in which the Company is doing or intends to do business; (ii) subject to Section 11.6, any and all amendments or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, that the Manager may reasonably deem necessary or appropriate to effect a change or modification of the Company approved by the Manager or Members, as applicable, in accordance with the terms of this Agreement, including without limitation amendments or changes to reflect (A) the exercise by the Manager of any power granted to it under this Agreement; (B) the admission of any Member, and (C) the disposition by any Member of its Units; (iii) all certificates of cancellation and other instruments that the Manager reasonably deems necessary or appropriate to effect the dissolution and termination of the Company pursuant to the terms of this Agreement; (iv) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Company which the Manager may reasonably deem necessary or appropriate to carry out fully the provisions of this Agreement in accordance with its terms; and (v) any instrument or agreement required to be executed by a Member that the Manager may reasonably deem necessary or appropriate to carry out fully the provisions of this Agreement in  accordance with its terms. Each Member authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Member might or could do personally, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

(b)               The power of attorney granted pursuant to this Section 11.7:

(i)                 is a special power of attorney coupled with an interest, and is irrevocable;

(ii)              may be exercised by any such attorney-in-fact by listing the Members executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for all such Members; and

(iii)            shall survive the bankruptcy, insolvency, dissolution, or cessation of existence of a Member and shall survive the delivery of an assignment by a Member of the whole or a portion of its Units, except that where the assignment is of such Member’s entire interest in the Company and the assignee is admitted as a Member of the Company, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

Section 11.8.     Applicable Law. All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law of the State of Louisiana without the application of conflicts of law principals.

Section 11.9.     Table of Contents; Section Titles. The table of contents of this Agreement and the headings used herein are inserted as a matter of convenience only and do not define, limit or describe the scope of this Agreement or the intent of the provisions hereof.

Section 11.10. Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns.

Section 11.11. Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

Section 11.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original and all of which, when taken together, constitute one and the same instrument. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in Portable Document Format (“PDF”) shall be treated as originals, fully binding and with full legal force and effect, and the Parties waive any rights they may have to object to such treatment. Any party delivering an executed counterpart of this Agreement by facsimile or PDF also may deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

Section 11.13. Costs and Attorneys’ Fees. In any action between the parties to this Agreement arising out of or connected with this Agreement, the prevailing party in such action shall be awarded, in addition to any damages, injunctions or other relief, his costs and expenses, including reasonable attorneys’ fees.

[Signature Page Follows]

       IN WITNESS WHEREOF, the undersigned Company and Members have executed this Operating Agreement effective as of September 30, 2025.

EXHIBIT A

DEFINED TERMS

For purposes of the Operating Agreement of Upstream Life Securities Fund I, LLC, a Louisiana limited liability company, to which this Exhibit A is attached, the following terms when used therein with their initial letters capitalized shall have the following meanings, unless the context requires otherwise.

“Act” means the Louisiana Limited Liability Company Law, as amended.

“Adoption Agreement” means that certain Adoption Agreement, substantially in the form attached hereto as Exhibit D.

“Affiliate” means, with respect to any Person, (a) any Person directly or indirectly controlling, controlled by or under common control with such Person; (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities or interests of such Person; (c) any officer, director, member, manager, trustee or (limited or general) partner of such Person or of any Person specified in (a) or (b) above; and (d) any Person in which any officer, director, member, manager, trustee or (limited or general) partner of any Person specified in (c) above is an officer, director, member, manager, trustee, or (limited or general) partner. For purposes of this definition, “control” (including, with correlative meaning, controlled by and under common control with) of a Person means the direct or indirect possession of the power to direct or cause the direction of management or policies of such Person through any means. The Company shall not be or shall not be deemed to be an Affiliate of (i) any Member; or (ii) any Affiliate of any Member.

“Book Value” with respect to any asset means “book value” for purposes of Section 1.704- 1(b)(2)(iv) of the Regulations.

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the State of Louisiana are authorized or required by law, regulation or executive order to close.

“Capital Account” means the account to be maintained by the Company for each Member in accordance with the following provisions:

(a)       A Member’s Capital Account shall be credited with the Member’s Capital Contributions, the amount of any Company liabilities assumed by the Member (or which are secured by Company property distributed to the Member), the Member’s distributive share of Profit and any item in the nature of income or gain specially allocated to such Member pursuant to the provisions of Article IV or the Tax Allocation Principles (other than the Code Section 704 allocations contained in Section B of the Tax Allocation Principles); and

(b)       A Member’s Capital Account shall be debited with the amount of money and the

fair market value of any Company property distributed to the Member, the amount of any liabilities of the Member assumed by the Company (or which are secured by property contributed by the Member to the Company), the Member’s distributive share of Loss, and any item in the nature of expenses or losses specially allocated to the Member pursuant to the provisions of Article IV or the Tax Allocation Principles (other than the Code Section 704 allocations contained in Section B of the Tax Allocation Principles).

If any Units are Transferred pursuant to the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred Units. If the book value of Company property is adjusted pursuant to Section B of the Tax Allocation Principles, the Capital Account of each Member shall be adjusted to reflect the aggregate adjustment in the same manner as if the Company had recognized gain or loss equal to the amount of such aggregate adjustment. It is intended that the Capital Accounts of all Members shall be maintained in compliance with the provisions of Regulation Section 1.704-1(b), and all provisions of this Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with that Regulation.

“Members” means the Members holding Units as set forth on Exhibit B, as revised from time to time.

“Units” means Units representing membership interests in the Company entitled to the rights and obligations specified in this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Fiscal Year” means the calendar year ending December 31, or such other twelve calendar month period as may be designated from time to time by the Manager subject to the requirements and limitations of the Code.

“Person” means and includes any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Pro Rata Portion” means, (1) with respect to Members and Units, a percentage equal to: (a) the number of Units held by such Member divided by (b) the aggregate amount of Units held by all Members.

“Profit” and “Loss” mean, for each Fiscal Year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with Code Section 703(a), with the following adjustments:

(a)       all items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included in computing taxable income or loss;

(b)       any tax-exempt income of the Company, not otherwise taken into account in computing Profit or Loss, shall be included in computing taxable income or loss;

(c)       any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profit or Loss, shall be subtracted from taxable income or loss;

(d)       gain or loss resulting from any taxable disposition of Company property shall be computed by reference to the adjusted book value of the property disposed of, notwithstanding the fact that the adjusted book value differs from the adjusted basis of the property for federal income tax purposes;

(e)       in lieu of the depreciation, amortization, or cost recovery deductions allowable in computing taxable income or loss, there shall be taken into account the depreciation computed based upon the adjusted book value of the asset; and

(f)       any item specially allocated under Exhibit C hereto shall not be taken into account in computing Profit and Loss.

“Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

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

“Subsidiary” and “Subsidiaries” shall mean, with respect to the Company, any other Person of which fifty percent (50%) or more of the outstanding voting securities or interests of such Person are held directly or indirectly by the Company. As of the date of this Agreement, the only Subsidiary of the Company is Upstream Life Insurance Company.

“Transfer” means, when used as a noun, any direct or indirect sale, gift, mortgage, hypothecation, pledge, granting of a security interest, assignment, attachment, or other transfer or change of ownership; and, when used as a verb, means, to sell, give, hypothecate, pledge, grant a security interest, assign, or otherwise transfer or change ownership, in either case whether voluntary or involuntary. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.

2.       Additional Defined Terms . In addition to the defined terms set forth in Section 1 of this Exhibit A, the following defined terms used in this Agreement are defined in the Section of this Agreement referenced below:

EXHIBIT B

LIST OF MEMBERS AS OF SEPTEMBER 30, 2025

EXHIBIT C

TAX ALLOCATION PRINCIPLES

For purposes of interpreting and implementing Article IV of the Operating Agreement (the “Agreement”) of Upstream Life Securities Fund I, LLC, the following rules shall apply and shall be treated as part of the terms of the Agreement:

A.       Special Allocation Provisions.

1.       The following special allocations shall be made in the following order notwithstanding any provision of the Agreement to the contrary:

(a)       Subject to the exceptions set forth in Section 1.704-2(f)(2)-(5) of the Regulations, if there is a net decrease in Company Minimum Gain during any Company fiscal year, each Member shall be specially allocated items of Company profits and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain determined in accordance with Section 1.704-2(g)(2) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Regulations. This subparagraph 1(a) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. To the extent permitted by such Section of the Regulations and for purposes of this subparagraph 1(a) only, each Member’s Adjusted Capital Account Balance shall be determined prior to any other allocations pursuant to Section 4.1 and Section 4.2 of the Agreement with respect to such fiscal year and without regard to any net decrease in Member Minimum Gain during such fiscal year.

(b)       Subject to the exceptions set forth in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(3) of the Regulations, shall be specially allocated items of Company Profits and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Regulations. This subparagraph 1(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this subparagraph 1(b), each Member’s Adjusted Capital Account Balance shall be determined prior to any other allocations pursuant to Section 4.1 and Section 4.2 of the Agreement with respect to such fiscal year, other than allocations pursuant to subparagraph 1(a) hereof.

(c)       In the event any Members unexpectedly receive any adjustments, allocations or distributions described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Company Profits and gain shall be specially allocated to such Members in an amount and manner sufficient to eliminate the deficits in their Adjusted Capital Account Balances created by such adjustments, allocations or distributions as quickly as possible.

(d)       In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company Profits and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this subparagraph 1(d) shall be made only if and to the extent such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in the Agreement have been made as if subparagraph 1(c) and this subparagraph 1(d) were not in the Agreement.

(e)       Nonrecourse Liabilities and Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Members in accordance with the percentages set forth in Section 4.1 of the Agreement. Allocations attributable to Exculpatory Liabilities shall be treated in the same manner as allocations attributable to Nonrecourse Liabilities.

(f)       Any Member Nonrecourse Deduction for any Fiscal Year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i) of the Regulations.

2.       No Losses shall be allocated to any Member to the extent that such allocation would result in a deficit in such Member’s Adjusted Capital Account Balance while any other Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to any Members with positive Adjusted Capital Account Balances, and in proportion to such balances, to the extent necessary to reduce their positive Adjusted Capital Balances to zero.

3.       Any special allocations of items pursuant to paragraph 1 and paragraph 2 of this Part A shall be taken into account in computing subsequent allocations so that the net amount of any items so allocated and the Profits, Losses and all other items allocated to each such Member pursuant to Section 4.1 and Section 4.2 of the Agreement 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 Section 4.1 or Section 4.2, as applicable, of the Agreement if such special allocations had not occurred.

4.       For purposes of determining the amount of Profits or Losses to be allocated pursuant to Section 4.1 and Section 4.2 of the Agreement, any basis adjustments permitted pursuant to Section 743 of the Code shall be disregarded.

5.       Notwithstanding any provision of the Agreement to the contrary, in the event the Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Member.

6.       Notwithstanding any provision of the Agreement to the contrary, to the extent any payments in the nature of fees made to a Member are finally determined by the IRS to be distributions to a Member for federal income tax purposes, there will be a gross income allocation to such Member in the amount of such distribution.

7.       Notwithstanding any other provision of the Agreement, to the extent required by law, Profits, gains, Losses and deductions attributable to property contributed to the Company by a Member shall be, solely for tax purposes, allocated among the Members so as to take into account any variation between the basis of the property and the fair market value of the property at the time of contribution in accordance with the requirements of Section 704(c) of the Code and the applicable Regulations thereunder as more fully described in Part B hereof. Such allocations are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses or other items or distributions pursuant to the Agreement.

B.       Capital Account Adjustments and 704(c) Tax Allocations.

1.       For purposes of computing the amount of any item of Profits, gains, Losses or deductions to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes; provided, however, that:

(a)       Any deductions for depreciation, cost recovery or amortization (other than depletion under Section 611 of the Code) attributable to a Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Company was equal to the Agreed Value of such property. Upon an adjustment to the Carrying Value of any Company property (other than property subject to depletion under Section 611 of the Code), any future deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined as if the adjusted basis of such property was equal to the Carrying Value of such property immediately following such adjustment.

(b)       Any Profits, gains or Losses attributable to the taxable disposition of any property (including any property subject to depletion under Section 611 of the Code) shall be determined by the Company as if the adjusted basis of such property as of such date of disposition was equal in amount to the Company’s Carrying Value with respect to such property as of such a date.

2.       A transferee of any Units will succeed to the Capital Account relating to the Units transferred; provided, however, that if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, the Company properties shall be deemed to have been distributed to a new company (the New Company) in exchange for interests in the New Company, and the Company shall distribute interests in the New Company to the Members in accordance with the Regulations. The Capital Accounts of such reconstituted Company shall be maintained in accordance with the principles set forth herein.

       3.       Upon an issuance of additional Units for cash or Contributed Property, the Capital Accounts of all Members (and the Carrying Values of all Company properties) shall, immediately prior to such issuance, be adjusted (consistent with the provisions hereof) upward or downward to reflect any unrealized gain or unrealized loss attributable to each Company property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of such property at the fair market value thereof, immediately prior to such issuance, and had been allocated to the Members, at such time, pursuant to Section 4.2 of the Agreement). In determining such unrealized gain or unrealized loss attributable to the properties, the fair market value of Company properties shall be determined by the Manager using such reasonable methods of valuation as they may adopt.

4.       Immediately prior to the distribution of any Company property in liquidation of the Company, the Capital Accounts of all Members (and the Carrying Values of all Company properties) shall be adjusted (consistent with the provisions hereof and Section 704 of the Code) upward or downward to reflect any unrealized gain or unrealized loss attributable to each Company property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each such property, immediately prior to such distribution, and had been allocated to the Members, at such time, pursuant to Section 4.1 of the Agreement). In determining such unrealized gain or unrealized loss attributable to the properties, the fair market value of Company properties shall be determined by the Manager using such reasonable methods of valuation as they may adopt.

5. In accordance with Section 704(c) and the Regulations thereunder, Profits, gains, Losses and deductions with respect to any Contributed Property shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Agreed Value.

6.       In the event the Carrying Value of any Company asset is adjusted as described in paragraph 3 or 4 above, subsequent allocations of Profits, gains, Losses and deductions with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Carrying Value in the same manner as under Section 704(c) of the Code and the Regulations thereunder.

7.       Any elections or other decisions relating to such allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of the Agreement.

C.       Definitions. Unless otherwise defined in Exhibit A to this Agreement, the following terms shall have the meanings indicated for the purposes of this Exhibit, unless the context clearly indicates otherwise:

“Adjusted Capital Account Balance” means the balance in the Capital Account of a Member as of the end of the relevant Fiscal Year, after giving effect to the following: (a) credit to such Capital Account any amounts the Member is obligated to restore, pursuant to the terms of the Agreement or otherwise, or is deemed obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, and (b) debit to such capital account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

“Agreed Value” means the fair market value of Contributed Property as agreed to by the contributing Member and the Company, using such reasonable method of valuation as they may adopt.

“Carrying Value” means (a) with respect to Contributed Property, the Agreed Value of such property reduced (but not below zero) by all amortization, depreciation and cost recovery deductions charged to the Members’ Capital Accounts with respect to such property, as well as any other charges for sales, retirements and other dispositions of assets included in a Contributed Property, as of the time of determination, and (b) with respect to any other property, the adjusted basis of such property for federal income tax purposes as of the time of determination. The Carrying Value of any property shall be adjusted in accordance with the principles set forth herein.

“Company Minimum Gain” shall have the meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

“Contributed Property” means each Member’s interest in property or other consideration (excluding services and cash) contributed to the Company by such Member.

“Exculpatory Liability” means a liability of the Company that is not secured by any specific property and that is recourse to the Company as an entity, but is nonrecourse to any Member.

“Member Nonrecourse Debt” shall have the meaning set forth in Section 1.704-2(b)(4) of the Regulations.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i) of the Regulations.

“Member Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations. The amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Fiscal Year equals the excess, if any, of the net increase, if any, in the amount of Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt during that Fiscal Year over the aggregate amount of any distributions during the Fiscal Year to the Member that bears the economic risk of loss for such Member Nonrecourse Debt to the extent such distributions are from the proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.702-2(i)(2) of the Regulations.

“Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(b)(1) of the Regulations. The amount of Nonrecourse Deductions for a Fiscal Year equals the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined according to the provisions of Section 1.704-2(c) of the Regulations.

“Nonrecourse Liability” shall have the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

EXHIBIT D

FORM OF ADOPTION AGREEMENT

The undersigned is executing this Adoption Agreement (this “Adoption Agreement”) as of _____________, 20__ pursuant to the Operating Agreement of Upstream Life Securities Fund I, LLC, a Louisiana limited liability company (the “Company”) dated as of ____________________, 2025 (including the Exhibits thereto) as amended or restated from time to time (the “Operating Agreement”). A copy of the Operating Agreement as in force as of the date hereof is attached hereto. Capitalized terms not defined herein shall have the meanings assigned to them in the Operating Agreement.

By executing this Adoption Agreement, the undersigned agrees as follows:

1.       Operating Agreement. The undersigned is a [Transferee] of [_____] [____________] Units of the Company (the “Transferred Units”). The undersigned acknowledges that it has received and read the Operating Agreement as in force as of the date hereof and acknowledges that it is acquiring the Transferred Units subject to the terms and conditions of the Operating Agreement. The undersigned agrees that the Transferred Units are bound by and subject to all of the terms and conditions of the Operating Agreement, and hereby joins in, and agrees to be bound by, and shall have the benefit of, all of the terms and conditions of the Operating Agreement as a Member to the same extent as if the undersigned were an original party to the Operating Agreement.

2.       Notice. Any notice required by the Operating Agreement shall be given to undersigned at the address listed beside undersigned’s signature below.

Exhibit 3

Form of Investment Certificate

THIS INVESTMENT CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IF REQUESTED, REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT AND SUCH OTHER APPLICABLE LAWS.

UPSTREAM LIFE SECURITIES FUND I, LLC
INVESTMENT CERTIFICATE

CORPORATE GUARANTEE by
UPSTREAM HOLDINGS, INC.

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Upstream Life Securities Fund I, LLC, a Louisiana corporation (the “Company”), hereby unconditionally promises to pay to the order of the Owner identified in Annex A (the “Certificate Holder” and, together with the Company, the “Parties”), the Principal Amount and Accrued Interest as provided in the schedule attached as Annex A to this Upstream Certificate (this “Investment Certificate”).

“Accrued Interest” means the interest accrued on the Principal Amount over the prior Calendar Month at the rates specified herein; provided, however, that no amount that is prepaid pursuant to Section 3.2 shall accrue interest following such prepayment date.

“Company” has the meaning set forth in the introductory paragraph. “Certificate Holder” has the meaning set forth in the introductory paragraph.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Louisiana are authorized or required by law to close.

“Confidentiality Agreement” means that certain confidentiality agreement by and between the Company and the Certificate Holder, if applicable.

“Default” means any of the events specified in Section 8 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 8 would, unless cured or waived, become an Event of Default.

“Event of Default” has the meaning set forth in Section 8.

“Calendar Month” means the calendar month.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supranational bodies such as the European Union or the European Central Bank).

“Initial Investment” means the initial amount invested by the Certificate Holder to purchase this Investment Certificate, which is shown on Annex A.

“Law” as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“Material Adverse Effect” means a material adverse effect on the business, assets, properties, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Company that has a material adverse effect the Company’s ability to pay the Principal Amount and Accrued Interest on this Investment Certificate.

“Investment Certificate” has the meaning set forth in the introductory paragraph.

“Order” as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“Parties” has the meaning set forth in the introductory paragraph.

“Pay Date” means the 15^th day, as applicable, succeeding the end of the immediately preceding Calendar Month. “Permitted Interest Withdrawal” has the meaning set forth in Section 3.3(b).

“Permitted Withdrawal” has the meaning set forth in Section 3.3(a).

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity.

“Principal Amount” means an amount, determined as of the first day of each Calendar Month, equal to the Principal Amount outstanding at the beginning of the prior Calendar Month (or the Initial Investment in the case of the first determination of the Principal Amount on the first day of the second Calendar Month), plus the amount of Accrued Interest earned over the prior Calendar Month that is not subject to withdrawal pursuant to Section 3.3(b), and less (a) the amount of any prepayments pursuant to Section 3.2 occurring during the prior Calendar Month, (b) any amount subject to a pending Permitted Withdrawal and eventually paid pursuant to Section 3.3(a), and (c) any amount subject to a pending withdrawal (and the corresponding Surrender Charges) and eventually paid pursuant to Section 3.3(c).

“Subscription Agreement” means that certain subscription agreement by and between the Certificate Holder and the Company relating to the purchase by the Certificate Holder, and the sale by the Company, of the Investment Certificates.

“Surrender Charges” has the meaning set forth in Section 3.3(c).

3.1         Repayments. Except as provided herein, the payment of the Principal Amount and Accrued Interest on this Investment Certificate shall follow the payment schedule on Annex A.

3.2         Optional Prepayment. The Company may prepay the Investment Certificate in whole or in part at any time or from time to time without penalty or premium. Any prepayments on this Investment Certificate shall reduce the Principal Amount.

(a)        Annual Permitted Withdrawal. The Certificate Holder, by providing written notice prior to the end of a Calendar Month, may annually (i.e. once during each 365 day period following the date of this Investment Certificate) make a withdrawal during the term of this Investment Certificate of up to 10% of the Initial Investment without a Surrender Charge (a “Permitted Withdrawal”); provided, however, that the Company shall have the right to deny such withdrawal request to the extent it would cause the Principal Amount of this Investment Certificate to fall below $25,000.00, or if the withdrawal request is made in the first 30 days of the term of this Investment Certificate. Any Permitted Withdrawal will be paid by the Company on the next occurring Pay Date.

(b)        Permitted Interest Withdrawals. The Certificate Holder, by providing written notice prior to the end of a Calendar Month, may withdrawal Accrued Interest earned during the Calendar Month on the Investment Certificate without incurring Surrender Charges (a “Permitted Interest Withdrawal”); provided, however, that the Company shall have the right to deny such withdrawal request to the extent it would cause the Principal Amount of this Investment Certificate to fall below $25,000.00, or if the withdrawal request is made in the first 30 days of the term of this Investment Certificate. Any Permitted Interest Withdrawal will be paid by the Company on the next occurring Pay Date.

(c)        Other Withdrawals. The Certificate Holder, by providing written notice prior to the end of a Calendar Month, may make a withdrawal of any Principal Amount of the Investment Certificate. Any withdrawal that is not a Permitted Withdrawal or a Permitted Interest Withdrawal shall incur a surrender charge, which reduces the Principal Amount, equal to an amount, expressed as a percentage of the amount withdrawn, according to the percentages shown on the table on Annex B (a “Surrender Charges”). The Company shall have the right to deny such withdrawal request to the extent it would cause the Principal Amount of this Investment Certificate to fall below $25,000.00, or if the withdrawal request is made in the first 30 days of the term of this Investment Certificate. Any withdrawal pursuant to this Section 3.3(c) will be paid on the next occurring Pay Date.

(d)        Deferral Waiver. In the event that a deferral, in compliance with Section 5.3(c) occurs, after the completion of the deferral period, the Certificate Holder, by providing written notice prior to the end of a Calendar Month, may withdraw any Principal Amount and/or Accrued Interest amount on the Investment Certificate without incurring Surrender Charges; provided, however, that the withdrawal request is made in the first 30 days following the completion of the deferral period. Any deferral waiver payments will be paid by the Company on the next occurring Pay Date.

4.1         Interest Rate. Except as otherwise provided herein, the outstanding Principal Amount (as determined as of the first day of each Calendar Month) of this Investment Certificate shall bear interest at the rate specified on Annex A from the date hereof until this Investment Certificate is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise.

4.2         Interest Payment Dates. Interest shall be paid on the Pay Dates according to the payment schedule outlined on Annex A.

4.3         Default Interest. If any amount payable hereunder is not under deferral and is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall bear interest at the default rate shown on Annex A from the date of such non-payment until such amount is paid in full.

4.4         Computation of Interest. All computations of interest shall be made on the basis of a year of 360 days, compounded annually, and be credited at the actual number of days elapsed. Interest shall not accrue on this Investment Certificate for the day on which it is paid in full, and for any pending withdrawal pursuant to Section 3.3 following the end of the Calendar Month through the date such withdrawal is paid.

5.1         Manner of Payments. All payments of interest and principal shall be made in lawful money of the United States of America no later than 12:00 PM CST on the date on which such payment is due by check, cashier’s check, certified check or by wire transfer to the Certificate Holder or their account at a bank specified by the Certificate Holder in writing to the Company from time to time.

5.2         Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, but such extension will not be taken into account in calculating the amount of interest payable under this Investment Certificate.

5.3         Evidence of Debt. This Investment Certificate is an unsecured indebtedness of the Company and ranks subordinate to any indebtedness outstanding under the Company, including any future indebtedness that the Company agrees is expressly superior in rank. This Investment Certificate and each payment on this Investment Certificate shall be evidenced by entries in Company’s internal records, which shall be prima facie evidence of: (a) the Principal Amount and Accrued Interest on this Investment Certificate from time to time; and (b) the Initial Investment under this Investment Certificate; and (c) the amount of each prepayment, payment, withdrawal and Surrender Charge. The failure to make an accurate entry shall not limit or otherwise affect the obligation of Company to repay this Investment Certificate according to its terms.

(a)        Subordination. This Investment Certificate ranks junior to any of our other indebtedness, including, but not limited to, any future debt that the Company agrees is expressly superior in rank. (collectively, the “Senior Indebtedness”). During the continuance beyond any applicable grace period of any Default in the payment of Principal, premium, Accrued Interest or any other payment due on any Senior Indebtedness or in the event that any Event of Default with respect to any Senior Indebtedness shall have occurred and be continuing permitting the declaration of such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, the Company may not make any payments (including Principal payments and Accrued Interest payments) on the Investment Certificate. In the event that any Investment Certificates are declared due and payable before their maturity date, Senior Indebtedness may be entitled to receive payment in full of all amounts due or to become due on or in respect of any Senior Indebtedness before the Certificate Holders are entitled to receive any payment by the Company on account of the Principal of or Accrued Interest or other amounts due on the Investment Certificates. In addition, upon any payment or distribution of assets upon any dissolution, winding up, liquidation or reorganization of the Company, the payment of the Principal of and Accrued Interest and other amounts due on the Investment Certificate will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness. Because of this subordination, if the Company dissolves or otherwise liquidates, Certificate Holders may receive less than their Principal and/or Accrued Interest.

(b)        Non-recourse. Except as expressly set forth in Section 5.4, no recourse for the payment of the Principal of, premium, if any, or Accrued Interest on any of the Investment Certificates or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Investment Certificate, or in any of the Investment Certificates or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Company or of any successor person thereof. Each Certificate Holder, by accepting the Investment Certificate, waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Investment Certificates.

(c)        Deferral. The Company, by providing written notice to the Certificate Holder, may defer any and all payment, repayment, distribution or withdrawal request or requirement to such Certificate Holder for up to six (6) months from the date of written notice. While in deferral, such deferred proceeds shall continue to bear interest as specified on Annex A.

5.4         Guarantee. Upstream Holdings, Inc., a Louisiana Corporation (the “Guarantor”), hereby intervenes and joins in this Investment Certificate for the limited purpose of providing the guarantee in this section and binds itself joint and severally with the Company with respect to Company’s obligations under this Investment Certificate, contingent upon one or more of the following occurrences:

(a)        The Company intentionally provides to the Certificate Holder materially false or misleading information related to this Investment Certificate or the Company intentionally delivers to the Certificate Holder a financial statement in connection with this Investment Certificate that is materially false or misleading.

6.       Representations and Warranties. The Company hereby represents and warrants to the Certificate Holder on the date hereof as follows:

6.1         Existence; Compliance With Laws. The Company is: (a) a corporation, validly existing and in good standing under the Laws of the state of Louisiana and has the requisite power and authority, and the legal right to conduct its business as it is now being conducted, and (b) in compliance with all Laws and Orders except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.2         Power and Authority. The Company has the power and authority, and the legal right, to execute and deliver this Investment Certificate and the Subscription Agreement and to perform its obligations hereunder.

6.3         Authorization; Execution and Delivery. The execution and delivery of this Investment Certificate by the Company and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Company has duly executed and delivered this Investment Certificate and the Subscription Agreement.

6.4         No Approvals. No consent or authorization of, filing with, notice to or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Company to execute, deliver, or perform any of its obligations under this Investment Certificate and the Subscription Agreement, except for notices that may be required by the Securities and Exchange Commission and similar state agencies regarding a notice of an exempt offering.

6.5         No Violations. The execution and delivery of this Investment Certificate and Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: (a) violate any provision of the Company’s organizational documents; (b) violate any Law or Order applicable to the Company or by which any of its properties or assets may be bound; or (c) constitute a default under any material agreement or contract by which the Company may be bound.

6.6         Enforceability. This Investment Certificate and the Subscription Agreement are valid, legal and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.7         No Litigation. No action, suit, litigation, investigation or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Company, threatened by or against the Company or any of its property or assets: (a) with respect to the Investment Certificate, Subscription Agreement or any of the transactions contemplated hereby or thereby, or (b) that would be expected to materially adversely affect the Company’s financial condition or the ability of the Company to perform its obligations under this Investment Certificate or the Subscription Agreement.

7.       Affirmative Covenants. Until all amounts outstanding in this Investment Certificate have been paid in full, the Company shall:

7.1         Maintenance of Existence. (a) Preserve, renew and maintain in full force and effect its organizational existence, and (b) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

7.2         Compliance. Comply with (a) all of the terms and provisions of its organizational documents; (b) its obligations under its material contracts and agreements; and (c) all Laws and Orders applicable to it and its business, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

7.3         Payment Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings.

7.4         Notice of Events of Default. As soon as practically possible after it becomes aware that a Default or an Event of Default has occurred, notify the Certificate Holder in writing of the nature and extent of such Default or Event of Default and the action, if any, it has taken or proposes to take with respect to such Default or Event of Default.

8.       Events of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:

8.1         Failure to Pay. If a deferral is not conducted in compliance with Section 5.3(c), and the Company fails to pay: (a) any principal amount of this Investment Certificate when due, or (b) interest or any other amount when due and such failure continues for more than ten Business Days. No Event of Default shall exist if the Company conducts a Section 5.3(c) deferral.

8.2         Breach of Representations and Warranties. Any representation or warranty made by the Company to the Certificate Holder herein is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.

8.3         Breach of Covenants. The Company fails to observe or perform: (a) any covenant, condition or agreement contained in Section 7.4 or (b) any other material covenant, obligation, condition or agreement contained in this Investment Certificate (other than those specified in clause (a) and Section 8.1), and such failure continues for 30 days.

(a)        the Company commences any case, proceeding or other action: (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company makes a general assignment for the benefit of its creditors;

(b)        there is commenced against the Company any case, proceeding or other action of a nature referred to in Section 8.4(a) above which: (i) results in the entry of an order for relief or any such adjudication or appointment or

(ii) remains undismissed, undischarged or unbonded for a period of 60 days;

(c)        there is commenced against the Company any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;

(d)        the Company takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 8.4(a), Section 8.4(b) or Section 8.4(c) above; or

(e)        the Company is generally not, or shall be unable to, or admits in writing its inability to, pay its debts as they become due.

9.       Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Certificate Holder may at its option, by written notice to the Company declare the entire Principal Amount of this Investment Certificate, together with all Accrued Interest thereon and all other amounts payable hereunder, immediately due and payable; provided, however that, if an Event of Default described in Section 8.4 shall occur, the Principal Amount and Accrued Interest on the Investment Certificate shall become immediately due and payable without any notice, declaration or other act on the part of the Certificate Holder.

10.1      Annex A. The Certificate Holder agrees that the Company shall be entitled to update Annex A from time to time to reflect payments, prepayments, withdrawals and any Surrender Charges permitted under this Investment Certificate. Within ten Business Days of making any changes to Annex A, the Company shall provide the Certificate Holder with an updated Annex A.

10.2      Waiver; Amendment. No failure to exercise and no delay in exercising on the part of the Certificate Holder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No term of this Investment Certificate may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto.

10.3      Assignability. This Investment Certificate is subject to transfer restrictions under the Act and similar state Laws. Neither this Investment Certificate nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the Certificate Holder without the prior written consent of the other party and subject to the other conditions provided herein. This Investment Certificate is non-negotiable.

10.4      Waiver of Jury Trial. THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THE SUBSCRIPTION AGREEMENT AND THE INVESTMENT CERTIFICATE. EACH PARTY TO THIS INVESTMENT CERTIFICATE CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.5      Submission to Jurisdiction; Venue. With respect to any suit, action or proceeding relating to any offers, purchases or sales of Investment Certificates by the undersigned or the Subscription Agreement (“Proceedings”), the undersigned irrevocably submits to the jurisdiction of the federal or state courts located in the Parish of Jefferson, State of Louisiana, which submission shall be exclusive unless none of such courts has lawful jurisdiction over such Proceedings. The undersigned irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Subscription Agreement and the Investment Certificates in any court referred to in this section and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

10.6      Governing Law. Except to the extent governed by federal law, this Investment Certificate and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Investment Certificate and the transactions contemplated hereby shall be governed by the Laws of the State of Louisiana, without regard to the application of the law of any jurisdiction that would cause the Laws of any other jurisdiction to apply.

10.7      Section and Other Headings. The section and other headings contained in this Investment Certificate are for reference purposes only and shall not affect the meaning or interpretation of this Subscription Agreement.

(a)        All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing, in each case to the address specified below or to such other address as such Party may from time to time specify in writing in compliance with this provision:

UPSTREAM LIFE SECURITIES FUND I, LLC
265 North Lamar Blvd., Suite A
Oxford, MS 38655

Attn: Certificates
investments@upstreamlife.us

(b)        Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; (ii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next business day); and (iii) sent by e-mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment).

10.9      Binding Effect. Subject to the limitations in Section 10.2, the provisions of this Investment Certificate shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

10.10  Severability. If any term or provision of this Investment Certificate is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Investment Certificate or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.11   Counterparts. This Investment Certificate 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.

10.12  Integration; Effectiveness. This Investment Certificate, the Subscription Agreement and the Confidentiality Agreement constitute the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

10.13  Interpretation. For purposes of this Investment Certificate (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and

(c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Investment Certificate as a whole. The definitions given for any defined terms in this Investment Certificate shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context otherwise requires, references herein: (x) to Schedules, Exhibits and Sections mean the Schedules, Exhibits and Sections of this Investment Certificate; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Investment Certificate shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company and Certificate Holder have executed this Investment Certificate as of this ____ day of _____, 20___ .

ANNEX A

CONTRACT SPECIFICATIONS

ANNEX B

SURRENDER CHARGES

UPSTREAM LIFE SECURITIES FUND I, LLC

a Louisiana Limited Liability Company

Investment Certificates

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 Upstream Life Securities Fund I, LLC, a Louisiana limited liability company (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 investment certificates (the “Investment Certificates”) as described in the Company’s offering circular (the “Offering Circular”), a copy of which has been delivered to Subscriber. The Investment Certificates are also referred to herein as the “Securities.”

Investing in the Investment Certificates of 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 Investment Certificates and if a public market develops following this offering, it may not continue.

The Investment Certificates 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 Investment Certificates have neither been approved nor disapproved by the SEC, any state securities commission nor other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this Offering nor the adequacy or accuracy of the offering circular nor any other materials or information made available to subscriber in connection with this Offering, through the online website platform at invest.upstreamlife.us (the “Platform”), 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 ten percent (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 the 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 Investment Certificates or to allot to any prospective investor less than the amount of an Investment Certificate 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 Investment Certificates 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 dollar amount of the Investment Certificate as set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Investment Certificate to Subscriber for the total subscription amount set forth on the Subscription Agreement Signature Page (the “Purchase Price”), subject to the Company's right to sell to Subscriber such lesser dollar amount 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 Investment Certificates 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 of such subscription, (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 Platform, (ii) received through the Transfer Agent, and (iii) held in the Company operating account until the subscription process is completed.

(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 Subscriber's 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 amount and number of the Investment Certificates 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 Investment Certificates were sold in reliance upon Regulation A+. 

1.03       Governance Documents. You have received and read a copy of the Company’s Articles of Organization and the Company Operating Agreement (collectively, the “Governance Documents”) and agree that your execution of this Subscription Agreement constitutes your consent to the terms and covenants within the Governance Documents and the Investment Certificate, and that upon acceptance of this Subscription Agreement by the Company, you will become a holder of one or more Investment Certificates. When this Subscription Agreement is countersigned by the Company, the terms and covenants contained within the Investment Certificate 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 invest.upstreamlife.us (the “Platform”), or the SEC’s EDGAR website at https://www.sec.gov/edgar/search/. Please read this Subscription Agreement, the Offering Circular, the Investment Certificate, and the Governance Documents. 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 Investment Certificates for Subscriber’s own account. Subscriber has received and reviewed this Subscription Agreement, the Offering Circular, the Investment Certificate, and the Governance Documents. 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 Investment Certificates.

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/Proxy Notice. Any power of attorney of the Subscriber granted in favor of any third-party to act or vote on the Subscriber’s behalf has been executed by the Subscriber in compliance with the laws of the state, province or jurisdiction in which such agreements were executed and duly delivered to the Company.

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 Investment Certificates are subject to restrictions on transfer as described in the Investment Certificates. The Investment Certificates 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 GOVERNANCE DOCUMENTS 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 Subscription 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 Subscription 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 investments@upstreamlife.us, with a copy sent either certified mail or another traceable form of delivery to the Company at the following address:

UPSTREAM LIFE SECURITIES FUND I, LLC
265 North Lamar Blvd., Suite A
Oxford, MS 38655
Attn: Reg A Certificates

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 Delaware 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; Consent. 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 (the “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 Preferred Shares. 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:

UPSTREAM LIFE SECURITIES FUND I, LLC
265 North Lamar Blvd., Suite A
Oxford, MS 38655
Attn: Reg A Certificates

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 Governance Documents, the Investment Certificates, 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.

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Circular on Form 1-A of our independent auditor’s report dated March 4, 2026, with respect to the audited balance sheet of Upstream Life Securities Fund I, LLC as of December 31, 2025, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from September 30, 2025 (inception) to December 31, 2025, and the related notes to the financial statements.

Very truly yours,

Assurance Dimensions

/s/ Assurance Dimensions

Tampa, Florida

April 20, 2026

April 15, 2026

Mr. Colby Arceneaux

Upstream Life Securities Fund I, LLC

265 North Lamar Blvd., Suite A
Oxford, MS 38655

Re: Regulation A Offering - Upstream Life Securities Fund I, LLC

Dear Mr. Arceneaux:

We have acted as counsel to Upstream Life Securities Fund I, LLC, a Louisiana 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 seventy-five million U.S. dollars ($75,000,000.00), in aggregate, of investment certificates (the “Investment Certificates”) substantially in the form as appearing as an exhibit to the Offering Statement. We assume that the Investment Certificates 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 Investment Certificates.

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 Investment Certificate, 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 Investment Certificates will be duly authorized, validly issued, fully paid and non-assessable.

Our opinion set forth herein is limited to the limited liability company law of the State of Louisiana 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 Investment Certificates. 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,

Red Rock Securities Law, Inc.

/s Brian Geoghegan

Brian Geoghegan, Attorney