PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities (the “Offering Statement”) has been filed with the Securities and Exchange Commission (the “SEC”). 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 SEC is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

PRELIMINARY OFFERING CIRCULAR SUBJECT TO COMPLETION

Dated September 23, 2026

XCHANGE VENTURES, LLC

Up to $75,000,000 of up to 750,000 Class A Interests
Representing Class A Limited Liability Company Interests

XChange Ventures, LLC is a Delaware series limited liability company (the “XChange Ventures, LLC”, the “Company”, “we”, “us”, or “our”) formed to acquire, receive, purchase, and hold contributions in a diversified pool of real-world assets, including without limitation: (i) sports related assets including certain small-market sports teams, athlete contracts, investments related to athletes’ earnings, thoroughbred race horses, and investments in auto racing (“Sports”); (ii) entertainment which includes companies producing music, film, theatre and television, individual plays, television shows or movies, vintage photographs, and earnings of entertainers including social media personalities and creators (“Entertainment”); (iii) real estate including commercial, residential and industrial properties (“Real Estate”); (iv) fine art which may include paintings, sculptures and other fine art the board of managers of the Company (“Board” or “Board of Managers”) thinks is appropriate for the portfolio (“Art”); (v) direct investments in companies or investment funds including hedge funds, private equity, venture capital funds, and other pooled investment vehicles or interests that constitute securities, including government securities such as treasury bills, notes, bonds, and other sovereign obligations (“Alternatives”); or (vi) collectibles including sports memorabilia, vintage photographs, automobiles, fine wine, and other collectibles, together (“Collectibles”, and collectively with Sports, Entertainment, Real Estate, Art and Alternatives, the “Asset Pool” or “Investment Assets” and each individually, the “Investment Asset”). The Asset Pool is expected to be initially composed of U.S. Treasury STRIPS or other zero-coupon obligations of the United States government acquired by the Company using a portion of the Offering proceeds (the “Initial Pool”). Other than the Initial Pool, the specific Investment Assets to be acquired by the Company have not yet been identified. The Company intends to acquire additional Investment Assets from time to time as opportunities arise, within the asset categories described in this Offering Circular, including Sports, Entertainment, Real Estate, Art, Alternatives, and Collectibles. The Board of Managers will have sole and exclusive discretion to identify, evaluate, and approve the acquisition of Investment Assets. In making investment decisions, the Board of Managers will consider factors including, without limitation, asset quality, valuation, liquidity, strategic fit within the Asset Pool, potential for appreciation, and consistency with the Company’s investment objectives and regulatory requirements.

XChange Ventures, LLC is offering up to 750,000 of its Class A Interests representing Class A limited liability company interests, for an aggregate purchase price of up to $75,000,000, in a “Tier 2” offering under Regulation A (the “Offering”). The offering price will be $100 per Class A Interest. Subscriptions once received are irrevocable by investors but can be rejected by us. This Offering is being conducted on a “best efforts” basis, which means that there is no guarantee that our minimum offering will be sold through our broker-dealer, Andes Capital Group, LLC (“Andes Capital” or the “Broker-Dealer”), a registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”) or Securities Investor Protection Corporation (“SIPC”). Andes Capital is not purchasing or selling any Class A Interests pursuant to this Offering. The Broker-Dealer will be entitled to receive fees and commissions for sales of the Class A Interests offered hereby from XChange Ventures, LLC not to exceed 6% of the gross proceeds of the Offering. See “Plan of Distribution” in this Offering Circular. We believe that, for many investors, our Class A Interests represent an effective means to gain economic exposure to a diversified portfolio of Investment Assets. This offering involves novel concepts and the first offering conducted by XChange Ventures, LLC.

Investors purchasing Class A Interests in this Offering are acquiring membership interests in XChange Ventures, LLC, the master limited liability company, and are not acquiring interests in any specific Investment Asset, any individual series of the Company, or any subset of the Asset Pool. A purchaser of Class A Interests does not acquire, and does not receive any direct ownership of, legal title to, or a security interest in, any specific Investment Asset, any identified subset of Investment Assets, or any particular series of the Company. The Class A Interests are intended to provide the holder with indirect economic exposure to the Company’s diversified Asset Pool as a whole, and any economic return depends on the performance of the Company and its Asset Pool generally rather than on any single Investment Asset.

The termination of the Offering will occur on the earlier of (i) the date that the subscriptions for the Class A Interests offered hereby total $75,000,000, (ii) the date that is the second anniversary of the qualification of this Offering Statement or (iii) a date determined by the Board of Managers in its discretion.

The maximum offering period is two years from the qualification of the Offering Statement, but we reserve the right to terminate this Offering for any reason at any time. The Offering will commence within two days of the date the Offering Statement is qualified by the Securities and Exchange Commission (“SEC”). We have engaged North Capital Private Securities Corporation (the “Escrow Facilitator”) pursuant to their engagement letter (the “Escrow Facilitator Engagement Letter”) to act as escrow facilitator for this Offering, and investor funds held in escrow will not be released to the Company unless and until: (i) a minimum of $5,000,000 in subscriptions has been received and cleared in escrow within the maximum offering period, which expires two years after qualification of the Offering Statement, (ii) all required identity, anti-money laundering and bad actor checks have been completed for the Company and all its control persons, and (iii) the Company has delivered to the Escrow Facilitator written confirmation that the minimum offering has been met, a full accounting of all subscriptions received, and written instructions directing the release of funds, all prior to the expiration of the escrow period. The subscription proceeds may be, in our discretion, retained on our balance sheet or reinvested in short-term investment instruments, or be used to pay down existing debt of the Company including, without limitation, offering expenses or for general corporate purposes, including salary and compensation obligations to our employees and consultants, to purchase Investment Assets from time to time as opportunities arise, and such Investment Assets will comprise the Asset Pool, which as of the date of this Offering Circular, is expected to consist solely of the Initial Pool.

To facilitate this Offering and the investment in the underlying investment assets through the issuance of Class A Interests, the Company will utilize the technology and transaction infrastructure provided by XChange Place Digital LLC, which owns and operates a financial technology platform (the “XChange Place Platform” or the “Platform”). The XChange Place Platform is used to support the Offering, subscription, issuance, and ongoing administration of Class A Interests representing interests in the Company’s investment assets, and to facilitate investor access to such investment opportunities. Through the XChange Place Platform, investors, upon establishing an account, may review offering materials and disclosures, complete subscription documentation electronically, and access certain informational and investment-related content, including written materials, videos, articles, blogs, and newsletters. Participation in the Offering will be facilitated through the XChange Place Platform and may be accessed at xchangeplace.io. No public market currently exists for the Class A Interests. The Company does not presently expect any trading platform, order-matching functionality, or brokerage arrangement to be available following completion of this Offering. The Company does not currently intend to develop or implement secondary trading functionality for the Class A Interests, and there can be no assurance that any secondary market will develop or, if it does develop, that it will provide meaningful liquidity to investors. The Company may consider, in the future, engaging a third-party operated alternative trading system that is duly registered and operated in compliance with Regulation ATS and other applicable laws to facilitate secondary trading in the Class A Interests. Any such secondary trading functionality would be subject to applicable legal and regulatory requirements, including the registration and exemption provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation ATS thereunder, and there can be no assurance that any such arrangement will be implemented. The Company may, to the extent permitted under applicable law and the operating agreement of the Company, as amended from time to time (the “Operating Agreement”), repurchase its own interests from time to time.

No sales of Class A Interests will be made prior to the qualification of this Offering Statement by the SEC in the United States. All Class A Interests will be initially offered in all jurisdictions at the same price that is set forth in this Offering Circular.

The Company will use Andes Capital as broker-dealer in all states. Subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing segregated escrow account at TriState Capital Bank, facilitated by the Escrow Facilitator, and will not be commingled with any other funds. No closing will occur, and no subscription funds will be released to the Company, unless and until subscriptions of at least $5,000,000 have been received within the maximum offering period, which expires two years after qualification, and all conditions set out in the Escrow Facilitator Engagement Letter have been satisfied.

We retain complete discretion to determine that subscribers are “qualified purchasers” in reliance on the information and representations provided to us regarding their financial situation. Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% 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, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

An investment in the Class A Interests is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the information under the heading “Risk Factors” beginning on page 9 of this Offering Circular.

The SEC does not pass upon the merits of or give its approval to any securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”); however, the SEC has not made an independent determination that the securities offered are exempt from registration.

We expect that our operations will not cause us to meet the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). Although we may hold certain assets that constitute ‘securities’ for purposes of the 1940 Act, our assets will consist primarily of cash and securities issued by the U.S. Treasury, cash flows from various investments, and a pool of real-world assets composed initially of the Initial Pool as described in more detail in ‘The Initial Pool’ in this Offering Circular. We do not expect to hold securities in amounts or in a manner that would cause us to be primarily engaged in owning, holding, investing or trading in ‘securities’ (as such term is used for purposes of the 1940 Act), or otherwise meet the thresholds that would require us to be deemed an “investment company”.

In furtherance of maintaining our status as a non-investment company, we intend to manage our asset composition so that investment securities do not exceed 40% of our total net assets (exclusive of cash and U.S. government securities), consistent with the asset-based test under Section 3(a)(1)(C) of the 1940 Act. The Company also expects to maintain a minimum level of operating assets and operating revenues such that our business activities remain primarily operational rather than investment-oriented. Our Board of Managers will conduct quarterly reviews of our asset mix, revenue sources, and series structures to confirm ongoing compliance with applicable thresholds. Where appropriate, the Company may consult with external advisers, including specialists in the 1940 Act, to evaluate complex or novel asset structures and ensure continued adherence to the 1940 Act framework.

Our principal office is located at 6 East 69th Street, New York, N.Y. 10021, and our phone number is +1 646-634-0004. Our corporate website address is https://xchangeventures.io. Information contained on, or accessible through the website is not a part of, and is not incorporated by reference into, this Offering Circular.

This Offering Circular follows the offering circular format described in Part II of Form 1-A.

The date of this Preliminary Offering Circular is September 23, 2026.

RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN THE OFFERING. IN SO DOING, YOU SHOULD BE AWARE THAT INVESTMENTS IN REAL-WORLD ASSETS AS WELL AS CERTAIN INVESTMENTS THAT MAY CONSTITUTE “SECURITIES” AND OTHER CLASS A INTERESTS CAN INVOLVE SIGNIFICANT RISKS, INCLUDING THE RISK OF SUBSTANTIAL LOSSES AS WELL AS GAINS. ADVERSE MARKET, CREDIT, VALUATION, OR LIQUIDITY EVENTS CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE ASSET POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE ASSET POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE OFFERING.

FURTHER, ASSET POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, ADVISORY, SERVICING, AND OTHER FEES. IT MAY BE NECESSARY FOR POOLS THAT ARE SUBJECT TO THESE CHARGES TO GENERATE SIGNIFICANT RETURNS FROM THEIR INVESTMENTS IN ORDER TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS OFFERING. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS OFFERING, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, BEGINNING ON PAGE 9.

TABLE OF CONTENTS

We have not and the Broker-Dealer has not authorized anyone to provide any information other than that contained or incorporated by reference in this Offering Circular prepared by us or to which we have referred you. Neither we nor the Broker-Dealer take responsibility for, and can provide any assurance as to the reliability of, any other information that others may give you. This Offering Circular is an offer to sell only the Class A Interests offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date, regardless of the time of delivery of this Offering Circular or any sale of Class A Interests.

THIRD PARTY DATA

Certain data included in this Offering Circular is derived from information provided by third-parties that we believe to be reliable. Information about the Asset Pool, as defined above, is derived from other publicly available sources. The discussions contained in this Offering Circular relating to the Asset Pool and the Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles industries are taken from third-party sources that the Company believes to be reliable, and the Company believes that the information from such sources contained herein regarding the Initial Pool, the Asset Pool and the Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles industries is reasonable, and that the factual information therein is fair and accurate. Certain data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon therein. The statistical data relating to the Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles industries is difficult to obtain, may be incomplete, out-of-date, or inconsistent and you should not place undue reliance on any statistical or general information related to the Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles industries included in this Offering Circular. The respective market data used in this Offering Circular involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. While we are not aware of any material misstatements regarding any market, industry or similar data presented herein, such data was derived from third party sources and reliance on such data involves risks and uncertainties.

TRADEMARKS AND COPYRIGHTS

From time to time, we own or have rights to various trademarks, service marks, and trade names that we use in connection with our business. This Offering Circular may also contain trademarks, service marks, and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this Offering Circular is not intended to, and does not imply a relationship with us or any endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks, and trade names referred to in this Offering Circular may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks, and trade names.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could cause our forward-looking statements to differ from actual outcomes include, but are not limited to, those described under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Offering Circular. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this Offering Circular, whether as a result of new information, future events or otherwise.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Our Class A Interests are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities 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 our Class A Interests offered hereby are offered and sold only to “qualified purchasers” or at a time when our Class A Interests are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Class A Interests does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

RISK FACTORS

The purchase of the Class A Interests offered hereby involves a high degree of risk. Each prospective investor should consult his, her or its own counsel, accountant and other advisors as to legal, tax, business, financial, and related aspects of an investment in the securities offered hereby. Prospective investors should carefully consider the following specific risk factors, in addition to the other information set forth in this Offering Circular, before purchasing the securities offered hereby.

Risks Related to our Business Model

The Company is a new company and our business model is untested.

The Company is a new company that was formed on April 23, 2026 and has a limited operating history. We cannot make any assurance that our business model can be successful. Since inception, the scope of our operations has been limited to our formation and preparation for this Offering. Our business model includes novel and unique features that are untested. Our operations will be dedicated to acquiring and maintaining the Asset Pool, managing any income generated from the Asset Pool, and facilitating the ultimate sale of the Investment Assets. It is possible we will not generate any revenues or cash flow until assets from the Asset Pool are sold. No profits will be realized by investors unless they are able to sell their Class A Interests through brokerage transactions or other secondary trading arrangements approved by us and conducted in compliance with applicable law, including, as applicable, the registration and exemption provisions of the Exchange Act and Regulation ATS thereunder. Similarly, there are few, if any, companies that have offered investors securities that represent indirect ownership in a pool of investment assets with the sole goal of realizing appreciation on the value of the underlying assets. Accordingly, it is impossible to determine in advance how the Class A Interests will trade relative to the underlying value of each Investment Asset or if they will be able to trade at all. It is difficult to predict whether this business model will succeed or if there will ever be any value in the Class A Interests.

We do not expect to generate any revenues immediately.

The Company owns the Asset Pool composed of the Investment Assets, some of which may generate ongoing revenue while others will only generate revenue from sales, if at all, at the time of their sale. The Company may hold any or all Investment Assets within the Asset Pool for either a short term or long-term period, in each case at the sole and absolute discretion of the Board of Managers. We do not expect to generate any revenues or cash flow immediately unless an Investment Asset produces income or is sold, and no profits may be realized by our investors unless we make distributions or the investors sell their Class A Interests or through brokerage relationships approved by us for more money than they acquired them for. Investors should be prepared to hold their Class A Interests for an indefinite period, as there can be no assurance that the Class A Interests can ever be tradable.

The Asset Pool will be diversified across multiple asset classes, including Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles.

Our Company was formed to acquire, receive, purchase, and hold contributions of real-world assets, consisting of the Investment Assets within the Asset Pool. While diversification may reduce exposure to the performance of any single asset, a broad multi-category strategy introduces additional risks, including the possibility that certain asset classes may underperform, experience prolonged illiquidity, or be adversely affected by market conditions that do not impact others. Managing a wide range of unrelated asset types may also increase operational complexity, valuation uncertainty and the potential for inconsistent returns across the Asset Pool. As a result, the aggregate returns realized by investors may be less predictable and may not correlate to the performance of any particular asset class, and poor performance in one or more categories of the Investment Assets could materially reduce overall returns.

We may sell any Investment Asset at a loss or at a price that results in a distribution that is below the purchase price or the trading price of the Class A Interests, if trading, or no distribution at all.

The Board of Managers will have the ability, in its sole and absolute discretion, to sell any Investment Asset within the Asset Pool at any time, including by distributing, allocating, or selling such Investment Asset to a Series LLC.

Any such sale, distribution, allocation, or transfer to a Series LLC could be effected at an inopportune time, at a loss and or at a price that would result in a distribution of cash that is less than the trading price of our Class A Interests or no distribution at all, and our investors could lose part or all of their investment in us. Investors should be prepared to hold their Class A Interests for an indefinite period of time, as there can be no assurance that the Class A Interests can ever be tradable.

Despite management’s efforts to enhance the Company’s value, there is no assurance that such efforts will generate Available Cash for distributions, and preferred returns may not be achieved.

Although the management team will use commercially reasonable efforts to operate the Company and manage the Asset Pool with the objective of enhancing long-term value, there can be no assurance that any such efforts will result in Available Cash, as defined in the Operating Agreement, for distribution to investors. The Company’s ability to generate Available Cash, as defined in the Operating Agreement depends on numerous factors, many of which are outside the control of management, including market conditions, operating performance, expenses, capital needs, and the timing and success of asset dispositions. As a result, investors may receive limited or no distributions, and any annualized preferred return, including the 6% annualized preferred return on Class A Interests is not guaranteed. Investors should not rely on management’s efforts or the Company’s business strategy as an assurance of future cash availability or returns.

The Company’s reliance on consultants, advisors, and other third-party service providers may adversely affect its operations and investment performance.

The Company may from time to time rely on consultants, advisors, and other third-party service providers from time to time including the Consultant to provide information, analysis, recommendations, and other advisory services in connection with the sourcing, evaluation, acquisition, management, and disposition of Investment Assets. Such consultants and advisors do not act in a fiduciary capacity to investors or the Company unless expressly required by contract, and their advice, analyses, and recommendations may be based on incomplete, subjective, or inaccurate information, assumptions, or methodologies. There can be no assurance that any advice, recommendation, or information provided by the Consultant, any other consultants or third parties will be accurate, complete, or appropriate, or that reliance thereon will result in favorable investment outcomes. The Company is not obligated to follow any recommendation provided by consultants or advisors, and the Board of Managers retains sole discretion over all investment and disposition decisions. To the extent the Company relies on such third-party input, any errors, omissions, misjudgments, or conflicts of interest on the part of such consultants or advisors could adversely affect the performance of the Investment Assets and result in losses to investors, including the loss of their entire investment.

A portion of our assets consists of Alternatives, some of which may be considered “securities” as defined under the Investment Company Act of 1940, and there is a risk that we could be deemed an investment company.

We intend to monitor our asset composition on a regular basis and currently believe that the value of our investment securities will be below the 40% threshold that would require registration under the Investment Company Act. However, the classification of certain alternative assets is not always clear, and changes in market values, shifts in our asset mix, or future regulatory interpretations could cause us to exceed this threshold. If we were required to register as an investment company, we would become subject to significant regulatory requirements and limitations that could materially restrict our operations, increase our compliance costs, and adversely affect our business and financial results. Even if we remain below the threshold, we may need to adjust our investment strategy or asset allocation to maintain compliance, which could limit our flexibility and negatively impact our performance.

The timing and potential price of the sale of any Investment Asset is impossible to predict, so investors need to be prepared to own the Class A Interests for an uncertain or even indefinite period of time.

We may hold any Investment Asset within the Asset Pool for a period that may be short-term or long-term, and we may elect, in the Board of Managers’ sole discretion, to hold the Investment Assets for a longer period or to dispose of them earlier based on market conditions, asset-specific considerations, or other circumstances. There is no minimum or maximum holding period on which investors can rely, and the timing of any sale or disposition may vary substantially. In addition, the occurrence of certain events, such as our inability or unwillingness to make the Class A Interests available for trading on a trading platform in the future, may compel us to sell an Investment Asset within the Asset Pool at an earlier time. Accordingly, a risk of investing in the Class A Interests is the unpredictability of the timing of the sale of any particular Investment Asset and the unpredictability of funds being available for a cash distribution and investors should be prepared for both the possibility they will not receive a cash distribution for many years, if ever, and the contrary possibility that they may receive a cash distribution at any time following the termination of the Offering. Investors should be prepared to hold their Class A Interests for an indefinite period of time, as there can be no assurance that the Class A Interests can ever be tradable.

Our structure may make it more difficult for us to sell any Investment Asset within the Asset Pool at the highest possible price.

Our structure may make it more difficult for us to sell any Investment Asset within the Asset Pool at the highest possible price. The Company is permitted to sell any Investment Asset within the Asset Pool by executing a sale, and such decision to sell any Investment Asset is at the sole discretion of the Board of Managers. Our Operating Agreement permits the sale of an Investment Asset through a privately negotiated transaction, a public auction, a transfer to a Series LLC, or any other sale method we determine appropriate. If the sale is initiated by the Company, we will execute the sale through any process we deem appropriate, including a privately negotiated transaction or any other method selected by the Company. If we are approached by a potential purchaser, we will not be required to obtain approval from the then members of our Voting Interests in order to execute the sale. A significant percentage of transactions in Sports, Entertainment, Real Estate, Art, Alternatives, or Collectibles occur through privately negotiated transactions among industry professionals, and many buyers and investors do not participate in public auctions. Similarly, potential purchasers may be unwilling to incur the time and cost of making an offer which may affect the timing or pricing of any sale. Given the uniqueness of our model and the evolving character of these markets, it is impossible to determine what effect, if any, these issues will have on our ability to eventually sell an Investment Asset at the highest possible price. Further, there can be no assurance that any Investment Asset can be sold at a profit or at all. The timing of a sale and the potential value realized will depend on many factors beyond our control, and investors should be prepared to lose all or part of their investment in our Company.

Our business model may involve expenses to be paid in equity, some of which are to be paid for in Class A Interests which will have a dilutive effect on the holders of our Class A Interests.

There are various services required to maintain the Asset Pool. Such day to day services will be provided by the Board of Managers, the Consultant and our Officers. The Board of Managers and Officers of the Company may from time to time be compensated in Class A Interests or Class B Interests. The portion of compensation that is paid in Interests may have a dilutive effect on the holders of our Class A Interests and will effectively reduce the tangible book value per Class A Interest over time.

Risks Associated with an Investment in the Asset Pool

We can provide no assurance of appreciation or sufficient cash distributions resulting from the ultimate sale of any Investment Asset.

There is no assurance that any Investment Asset, including assets in Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles, will appreciate, maintain its present value, or be sold at a profit. The marketability and value of each Investment Asset will depend on numerous factors beyond our control. There can be no assurance that a ready market will exist for any category of assets, many of which are inherently illiquid, nor can we be assured that sufficient cash will be generated from a sale to compensate investors for their investment. Even if an Investment Asset appreciates, the rate of appreciation may be insufficient to cover our administrative costs and expenses.

The value of each Investment Asset is highly subjective, and estimates or appraisals may differ widely from actual realizable value.

The value of assets across Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles is inherently subjective and often dependent on limited or imperfect market data. Appraisals, pricing estimates, or indicative valuations should not be relied upon as predictors of actual realizable value, as the ultimate sale price of an Investment Asset may differ significantly for reasons that are unpredictable or impossible to discern. In many cases, the net realizable value to a seller is materially lower than published or headline sale prices due to commissions, fees, negotiated terms, or other transaction-specific adjustments.

Securities that do not generate ongoing cash flows present additional valuation uncertainty. The fair value of such securities is often derived from limited secondary-market data, infrequent comparable transactions, or valuation models that rely on significant assumptions and subjective inputs. As a result, the estimated value of these securities may differ materially from the amount that could be realized upon a sale, and there can be no assurance that any such security will retain its estimated value or be capable of being sold at a profit, or at all.

Although XChange Ventures, LLC conducts due diligence in connection with the acquisition of each Investment Asset, no amount of diligence can fully eliminate these risks. If any of these risks materialize, the value of an Investment Asset may decline, and the market value of the Class A Interests may be adversely affected.

For non-cash-generating assets, such as fine art, collectibles, or certain entertainment rights, valuation often relies heavily on historical sales data, which presents numerous challenges, including:

Accordingly, due to the inherent subjectivity involved in estimating the realizable value of any Investment Asset, any appraisal or estimate of realizable value may prove, with the benefit of hindsight, to be different than the amount ultimately realized upon sale and such differences can be, and often are, material.

Investments based on athlete earnings involve uncertainty and may not perform as expected.

An investment tied to the future earnings of athletes involves a number of uncertainties that could affect the performance of your investment. Athlete earnings can vary over time due to factors such as injuries, changes in health, or fluctuations in on-field performance. Athletic careers are often unpredictable, and an athlete may experience changes in playing time, role, or career duration that differ from expectations. Team contracts, endorsement agreements, and other compensation arrangements may be renegotiated, modified, or may not be renewed, which could affect anticipated income. An athlete’s reputation, conduct, or compliance with league rules may influence their marketability and earning opportunities. Payments to investors depend on third parties, including teams, leagues, and sponsors, and delays, disputes, or changes in these relationships may affect distributions. Investors do not have control over the athlete’s career decisions, including training, contract negotiations, endorsements, or retirement. These investments may be illiquid, and there may be limited opportunities to sell your interest. Projections of future earnings are inherently uncertain and may differ from actual results. Broader external events, such as league disruptions, labor matters, or economic conditions, may also influence athlete earnings. As a result of these and other factors, returns may be lower than expected.

Investments in film, theater, and music projects involve uncertainty and may not perform as expected.

Investments in films, theater productions, and music-related assets involve a number of uncertainties that may affect the performance of your investment. The commercial success of creative projects is inherently unpredictable and depends on audience reception, which can vary widely. Revenues from ticket sales, streaming activity, licensing, and distribution arrangements may fluctuate significantly and may not meet expectations. The outcome of a project depends on creative elements such as the script, cast, direction, production quality, and overall execution, all of which are subjective and may not resonate with audiences. Many projects rely on key talent, and changes in availability, performance, or participation of actors, musicians, producers, or directors may affect the project’s results. Production schedules may be delayed, and costs may exceed initial budgets, which can reduce potential returns. There is no assurance that a project will secure favorable distribution or reach a broad audience, and competition from other releases may limit visibility and revenue. Intellectual property rights, licensing issues, or ownership disputes may arise and could delay or reduce earnings. Revenues also depend on third parties, including studios, distributors, streaming platforms, theaters, and promoters, and delays or changes in their performance may affect distributions. These investments are typically illiquid, and there may be limited opportunities to sell your interest. Future revenues are difficult to predict, and the value of the investment may change over time. Broader external events, such as economic conditions, labor disruptions, or interruptions to theaters or live venues, may also affect project performance. As a result of these and other factors, returns may be lower than anticipated.

Investments in real estate involve uncertainty and may not perform as expected.

Investing in real estate involves a number of uncertainties that may affect the performance of your investment. Property values can fluctuate due to changes in economic conditions, interest rates, or local market trends, and rental income may be lower than anticipated because of vacancies, non-paying tenants, or shifts in market rents. Tenants may default, leave earlier than expected, or require eviction, which can reduce income and increase operating costs. Financing terms may change over time, and rising interest rates or challenges in refinancing existing debt may affect returns. Operating expenses, including maintenance, repairs, insurance, taxes, and property management, may be higher than projected. Development or renovation projects may experience delays, cost overruns, or may not result in the expected increase in property value. Real estate investments are generally illiquid, and it may be difficult to sell a property or your interest in it on favorable terms. Property valuations are based on estimates and market conditions and may change over time. Changes in zoning laws, building codes, rent regulations, or tax rules may affect property operations or profitability. Properties may also face environmental risks, such as contamination, flooding, or other conditions requiring remediation. Results depend in part on third-party service providers, including property managers and contractors, whose performance may vary. Investments concentrated in a single property or geographic area may be more exposed to local market conditions. Broader external events, such as economic downturns, natural disasters, or other disruptions, may also affect property values or income. As a result of these and other factors, returns may differ from expectations.

Investments in art and collectibles involve uncertainty and may not perform as expected.

Investments in art, collectibles, and similar alternative assets involve a number of uncertainties that may affect the performance of your investment. Questions regarding authenticity, attribution, ownership history, or documentation may arise and could affect an asset’s value. Provenance may be incomplete or disputed, and competing claims or unclear ownership records may impact transferability or future sale potential. The condition of an asset may change over time due to physical wear, storage conditions, usage, or other factors, and any deterioration or impairment may reduce value. Physical assets may also be exposed to risks such as damage, loss, theft, vandalism, natural disasters, or regulatory seizure. Ownership of these assets may be subject to legal or regulatory challenges, including disputes over title, licensing, contractual rights, export restrictions, or compliance obligations, and changes in applicable laws may affect value or transferability. Markets for art, collectibles, and other alternative assets can shift based on transaction costs, tax rules, regulatory developments, investor sentiment, consumer preferences, geographic demand, or supply conditions, and market cycles may be unpredictable. Broader economic conditions, including interest rates, liquidity levels, and macroeconomic trends, may influence demand and pricing. Some markets, particularly those involving art and collectibles, may be less transparent and more susceptible to mispricing, limited information, or other practices that may affect valuations. As a result of these and other factors, returns may differ from expectations.

If any Investment Asset is eventually displayed, operated, stored, utilized or otherwise made accessible in a public or private setting, it could be damaged, impaired or otherwise adversely affected, and insurance may not cover all resulting losses or even if insurance does cover such losses, the damage may render the asset unsaleable.

We expect that certain Investment Assets may be stored, displayed or operated in the United States and, in some cases, may be exhibited, utilized or located internationally. We plan to maintain appropriate storage, custody or operational arrangements for each category of assets, which may include unaffiliated commercial storage facilities, licensed operators, or specialized custodians. We also plan to obtain and maintain insurance coverage for the Investment Assets; however, an Investment Asset may be damaged, degraded or impaired while being displayed, operated, transported or stored, and our insurance may not cover all damages. Even if insurance does cover such damages, the impairment may materially reduce the value of the affected Investment Asset or render it unsaleable. Accordingly, damage, destruction or impairment of any Investment Asset in Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles would have a material adverse impact on the value of that asset and, consequently, on the value of the Class A Interests.

We may have overpaid for the Investment Assets.

We plan to acquire certain Investment Assets at the market price of such Investment Asset, which may reflect prices paid at public auctions, private transactions, negotiated deals or other market venues across Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles. When determining how much to pay for an Investment Asset, the Company may not know about additional commissions, incentives, rebates or other economic arrangements received by the seller or its representatives including brokers, dealers, auction houses or intermediaries or other facts that may prove material to valuation. As a result, the purchase price for an Investment Asset may exceed its fair market value.

The global economy, the financial markets and political conditions of various countries can adversely affect the supply of and demand for the Investment Assets.

The markets for Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles are influenced over time by the overall strength and stability of the global economy and the financial markets of various countries, although these correlations may not always be immediately evident. Global political conditions and world events may also affect our business through their impact on economic activity, capital flows, regulatory environments and the willingness of potential buyers to acquire Investment Assets during periods of uncertainty. Weakness in global or regional economies and financial markets can adversely affect both the supply of and demand for these assets and, in turn, the value of the Class A Interests. In addition, political developments may lead to new legislation or regulatory changes that could adversely impact our business or the markets in which these assets are bought and sold.

Temporary popularity of certain Investment Assets or categories within Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles may result in short-term value increases that prove unsustainable as investor preferences shift.

Temporary consumer enthusiasm, media attention, performance trends or “fads” within any of these markets may lead to short-term or temporary price increases, followed by declines in value. Demand for specific categories such as a particular athlete, entertainment franchise, real estate segment, artist, fund strategy or collectible type is influenced by changing trends, investor sentiment and the preferences of individual buyers. These conditions and trends are difficult to predict and may adversely impact our ability to sell an Investment Asset for a profit. These risks may be more pronounced for emerging or newly popular categories that lack a long valuation history. Such shifts in popularity could result in reduced profitability or a loss upon the sale of an Investment Asset.

We could be exposed to losses in the event of title or authenticity claims.

The buying, selling or transferring of Investment Assets across Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles can involve potential claims regarding title, provenance, authenticity, contractual rights, licensing, or ownership of the Asset Pool. Authenticity or validity risks may arise from incorrect attribution, uncertain documentation, lack of certification, misrepresented rights, forged materials, or the acquisition of assets that are later determined not to be genuine or properly owned. In the event of a title, authenticity or rights-related claim against us by a buyer of an Investment Asset, we may or may not have recourse against the party from whom we acquired the asset, but such a claim could nevertheless expose us to losses. In addition, we do not maintain liquid assets to defend or settle such legal claims. Any such claim could materially reduce the value of the affected Investment Asset and adversely impact the value of the Class A Interests.

Real Estate assets within the Asset Pool may be subject to a variety of title, ownership, and property-related risks that could adversely affect our ability to generate returns.

Even after conducting customary due diligence, defects may exist in a property’s title, including unrecorded liens, boundary disputes, easements, zoning violations, fraudulent conveyances, or other encumbrances that are not readily discoverable. Any such defect could impair our ability to lease, operate, finance, or sell the property, delay revenue generation, or reduce the value ultimately realized upon disposition. Real estate assets may also produce revenue in different ways. Some properties may generate ongoing income through leasing or operating arrangements, while others may produce returns only upon sale, redevelopment, or refinancing. Market conditions, regulatory changes, tenant defaults, construction delays, or adverse economic environments may reduce or eliminate expected income streams. If a property fails to generate anticipated revenue, whether ongoing or at disposition, we may experience losses that negatively impact the value of the Asset Pool. Any title dispute, ownership challenge, or revenue shortfall could materially reduce the value of the affected real estate asset and adversely affect the value of the Class A Interests.

The Investment Assets could be subject to damage, theft or deterioration in condition, which could have a material adverse effect on the value of the Investment Asset.

We plan to store the tangible Investment Assets in a protected environment with security measures, but no amount of security can fully protect any particular Investment Asset from damage or theft. The damage or theft of valuable property despite these security measures could have a material adverse impact on the value of the Investment Assets and, consequently, the value of our Class A Interests.

Securities that constitute Investment Assets could be subject to loss, unauthorized transfer, issuer impairment, or other adverse events, any of which could have a material adverse effect on the value of the Investment Asset.

Securities that constitute Investment Assets could be subject to loss, unauthorized transfer, issuer impairment, or other adverse events, any of which could have a material adverse effect on the value of the Investment Asset. The securities held as Investment Assets could be adversely affected by custodial error, misappropriation, cyber-intrusion, counterparty failure, or other operational risks, any of which could materially reduce their value. We plan to maintain securities positions through regulated custodians, transfer agents, or other qualified intermediaries; however, no custodial arrangement can fully eliminate the risk of operational failure or unauthorized activity. In addition, the issuer of a security may experience financial distress, regulatory action, governance issues, or other adverse developments that could materially impair the value of the security or render it illiquid. Securities may also be subject to significant market volatility, limited secondary-market liquidity, or pricing inefficiencies, which may prevent us from selling a security at its estimated value or at any value at all. Even where custodial protections or insurance apply, such coverage may not fully compensate for losses, and certain losses may not be covered. Any loss, impairment, illiquidity, or inaccessibility of a securities-based Investment Asset could have a material adverse effect on the value of that asset and, consequently, on the value of the Class A Interests. Damage to the reputation, performance or perceived integrity of an Investment Asset could impair its value.

The value of an Investment Asset may depend in part on the reputation, performance, brand or public perception of associated individuals, entities or subject matter across Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles. New information, allegations, performance declines, reputational harm, regulatory issues or negative publicity involving an athlete, entertainer, fund manager, property sponsor, artist or other related party may reduce demand for the asset and diminish or eliminate its value.

Changes in expert opinions, certifications or evaluations could damage or eliminate the value of an Investment Asset.

Across these markets, authenticity, legitimacy, performance potential or valuation often depends on expert assessments, certifications, appraisals or industry opinions. If respected experts, analysts, governing bodies or evaluators were to issue negative opinions regarding the authenticity, rights, performance metrics, condition or legitimacy of an Investment Asset, its value could be materially reduced or eliminated.

Insurance coverage may not cover all possible contingencies, exposing us to losses resulting from damage, loss or impairment of an Investment Asset.

We plan to maintain insurance coverage for Investment Assets against certain forms of damage, loss or impairment. However, insurance does not cover title claims and may expressly exclude losses caused by war, contamination, regulatory seizure, operational failures or other scenarios. A successful claim that the Company does not have valid title or ownership to an Investment Asset or any uncovered damage, destruction or impairment would have a material adverse impact on the value of the Class A Interests.

Industry sales cycles across these asset classes can be unpredictable.

Purchase behavior across Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles is generally unpredictable due to the discretionary nature, scarcity, valuation volatility and high transaction values associated with these assets. Buyers may be more active when liquidity is abundant and may withdraw from the market during periods of economic uncertainty. In addition, many buyers rely on credit or leverage to acquire assets, and any tightening of credit availability could materially reduce demand. These conditions may adversely affect our ability to sell an Investment Asset and could result in reduced profitability or a loss upon sale.

Risks Related to our Reliance on our Management Team

The Board of Managers has sole discretion over the management and operation of the Company’s asset portfolio, including the day-to-day administration of the Investment Assets, consistent with the terms of our Operating Agreement.

This authority includes making all investment decisions relating to the acquisition, disposition, management, and ongoing oversight of the Asset Pool, certain fundamental governance powers and assisting the day-to-day administration of the Investment Assets.

The Board of Managers has exclusive voting authority over significant corporate actions, including amendments to the Company’s Operating Agreement; the issuance of additional Class A Interests and the incurrence of debt for borrowed money; approval of material business activities outside the ordinary course; and any other matters expressly reserved to the Board under the Operating Agreement.

Members of the Board of Managers may be removed with “Cause” by a majority of the Board, as such term is defined in the Operating Agreement. This concentration of authority in the Board of Managers may delay, deter, or prevent actions that holders of our Interests might otherwise favor. The interests of the Board of Managers may not always align with the interests of the Company or its members, which could adversely affect the market price of our Class A Interests or the ability of members to receive a premium in connection with a change of control.

Holders of our Class A Interests do not elect or vote on the Board of Managers and have limited ability to influence decisions regarding our business.

Our Operating Agreement provides that our assets, affairs and business will be managed under the direction of the Board of Managers. Holders of our Class A Interests do not elect or vote on the Board of Managers. Accordingly, unlike the holders of common stock in a corporation, holders of Class A Interests are limited to any rights retained in the Operating Agreement. Holders therefore have limited ability to influence decisions regarding our business.

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for a board of managers or independent board committees.

We do not intend to list the Class A Interests on a national securities exchange. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer listing on a national stock exchange would be. Accordingly, we are not required to have, and do not currently maintain, an independent manager or any other form of independent oversight. The Board of Managers is made up of Jason Glazer, Cesar Baez, and Dan Matthies. None of these individuals is required to meet, and we do not represent that they meet, the independence standards applicable to managers of companies listed on a national securities exchange. Although we may elect, in our discretion, to appoint an independent manager in the future, we are under no obligation to do so, and any such appointment would be voluntary and not required by Regulation A or any applicable corporate governance standard.

Accordingly, we do not have, nor are we required to have (i) a board of managers of which a majority consists of “independent” managers under the listing standards of a national stock exchange, (ii) an audit committee composed entirely of independent managers and a written audit committee charter meeting a national stock exchange’s requirements, (iii) a nominating/corporate governance committee composed entirely of independent managers and a written nominating/corporate governance committee charter meeting a national stock exchange’s requirements, (iv) a compensation committee composed entirely of independent managers and a written compensation committee charter meeting the requirements of a national stock exchange, and (v) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to members of companies that are subject to all of the corporate governance requirements of a company listed on a national stock exchange.

We are reliant on the integrity of the XChange Place Platform and a security or privacy breach could expose us to liability or damage our reputation.

We will rely on the XChange Place Platform and other systems and technologies owned or licensed to communicate with our members. XChange Ventures, LLC also uses mobile devices, social networking and other online activities to communicate with employees and investors. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information. XChange Ventures, LLC collects sensitive and confidential information, including personal information about investors and private information about employees. Information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. The theft, destruction, loss, misappropriation or release of sensitive and/or confidential information, or interference with the XChange Place Platform or any of the XChange Ventures, LLC’s information technology systems or the technology systems of third-parties on which XChange Ventures, LLC relies, could result in business disruption, negative publicity, brand damage, violation of privacy laws and potential liability, any of which could result in a material adverse effect on the value and liquidity of the Class A Interests.

Risk of non-compliance with regulations.

The Class A Interests may be sold through the Broker-Dealer in any jurisdiction where applicable state law requires the involvement of a registered broker-dealer. In such states, offers and sales will be conducted through the Broker-Dealer which is a registered broker-dealer under the Exchange Act and appropriately registered in that state. Accordingly, Class A Interests will be offered and sold in those states only through a broker-dealer that satisfies applicable registration requirements. If a regulatory authority determines that the Company, which is not a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities in such states that require the involvement of a registered broker-dealer, including initial sale of the Class A Interests on the XChange Place Platform and permitting a registered broker-dealer to facilitate resales or other liquidity of the Class A Interests on the XChange Place Platform, the Company may need to stop operating and therefore, the Company would not have an entity managing the Asset Pool. The XChange Place Platform does not facilitate resales or secondary trading of the Class A Interests. Any future secondary trading in the Class A Interests, if implemented, would be facilitated exclusively through a separate third-party registered broker-dealer or registered alternative trading system, and not through the XChange Place Platform. In addition, if the Company is found to have operated as a ‘broker-dealer’ without being properly registered, there is a risk that Class A Interests offered and sold while the Company was not registered may be subject to a right of rescission, which may result in the early termination of the Offering.

Risks Relating to Potential Conflicts of Interest

XChange Ventures, LLC and members of the Board of Managers and executive Officers, if any, will have other business Interests and obligations to other entities, including interests and obligations relating to the Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles industries.

XChange Ventures, LLC expects to engage in other business activities, including other activities relating to the Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles industries. XChange Ventures, LLC may buy and sell other investment assets, enter into pre-auction guarantees, establish a gallery (for viewing purposes), establish other entities similar to us and other activities. In addition, neither the executive Officers, if any, nor the Board of Managers will be required to manage us as their sole and exclusive function and they will have other business Interests and will engage in other activities in addition to those relating to us. Their other business interests and activities could divert time and attention from operating our business.

Our Operating Agreement contains provisions that exculpate the Board of Managers from liabilities with respect to certain actions taken, even if such actions are negligent, which also reduces the remedies available to investors for certain acts by such persons.

Our Operating Agreement limits the liability of the Board of Managers, any of our members, any person who is an officer of ours and any person who serves at the request of the Board of Managers on behalf of us as an officer, director, members of the Board of Managers, partner, member, stockholder or employee of such person (collectively, “Protected Persons”). No Protected Person shall be liable for any loss, damage or claim incurred by reason of any act or omission performed or omitted in good faith on behalf of the Company or any Series and in a manner reasonably believed to be within the scope of the authority conferred by the Operating Agreement, except that a Protected Person shall remain liable for any loss, damage or claim incurred by reason of such Protected Person’s own actual fraud, willful misconduct, or any intentional and material breach of the Operating Agreement. With the prior consent of the Board of Managers, any of the foregoing persons may consult with legal counsel and accountants with respect to our affairs (including interpretations of the Operating Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether any of the foregoing persons acted with the requisite degree of care, such person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the members of the Board of Managers, Officers, employees, consultants, attorneys, accountants and professional advisors of us selected with reasonable care; provided, that no such person may rely upon such statements if it believed that such statements were materially false. The foregoing limitations on liability reduce the remedies available to the holders of the Class A Interests for actions taken which may negatively affect us.

Risks Relating to Ownership of the Class A Interests and the Offering

There is no active public market for our Class A Interests and an active trading market may not ever develop or, even if developed, may not be available to all members, may not be sustained or may cease to exist following this Offering, which would adversely impact the market for our Class A Interests and make it difficult, or even impossible to sell your Class A Interests.

There is no active market for our Class A Interests, and the Company has no current plans to develop one. The Company does not currently intend to make the Class A Interests eligible for trading on any trading platform, does not currently intend to facilitate brokerage transactions in the Class A Interests, and does not expect the Class A Interests to be traded on any platform, including the XChange Place Platform, following the termination of this Offering. The Company does not, however, foreclose the possibility that, in the future, a third-party operated alternative trading system that is registered and in compliance with Regulation ATS and other applicable law may be engaged to facilitate secondary trading in the Class A Interests. The XChange Place Platform serves solely as a subscription and administration portal and does not provide any secondary market trading, order-matching, or brokerage functionality. All offers and sales of Class A Interests in this Offering are conducted exclusively through Andes Capital Group, LLC, a broker-dealer registered with the SEC and a member of FINRA and SIPC. Investors should be prepared to hold their Class A Interests for an indefinite period of time, as there can be no assurance that the Class A Interests will ever be tradable.

You may not be able to sell your Class A Interests at or above the offering price.

You may not be able to sell your Class A Interests at or above the initial offering price, or ever. Investors should be prepared to hold their Class A Interests for an indefinite period, as there can be no assurance that the Class A Interests can ever be tradable.

If our Class A Interests are ever able to trade, any trading price of our Class A Interests may be extremely volatile.

The Company does not currently operate an alternative trading system and has no current plans to implement one for secondary trading of the Class A Interests. There is currently no trading market for the Class A Interests. The Company does not, however, foreclose the possibility that, in the future, a third-party operated alternative trading system that is registered and in compliance with Regulation ATS and other applicable law may be engaged to facilitate secondary trading in the Class A Interests. If any resale market for the Class A Interests were ever to develop, whether through a permitted transfer, a third-party registered alternative trading system, or other arrangement approved by the Company and conducted in compliance with applicable law, any trading price could fluctuate widely in response to various potential factors, many of which would be beyond our control, including the total number of available buyers or sellers at any point in time, sales of similar Investment Assets, and economic, market, geopolitical and other external factors. As a result, any market price of our Class A Interests may be volatile, and holders of our Class A Interests may experience a decrease in the value of their Class A Interests. No assurance can be given that any resale market will ever develop, that the Class A Interests will become tradable, or that you will be able to sell your Class A Interests when desired on favorable terms, or at all. Investors should be prepared to hold their Class A Interests for an indefinite period.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. Therefore, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our investors could receive less information than they might expect to receive from exchange traded public companies.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. Therefore, our investors could receive less information than they might expect to receive from exchange traded public companies.

Holders of our Class A Interests may face significant restrictions on the resale of the Class A Interests due to state “Blue Sky” laws or rules.

Each state has its own securities laws, often called “blue sky” laws, which limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must be registered in that state. We do not know whether our Class A Interests will be registered or exempt from registration under the laws of any state. If our Class A Interests are quoted on an alternative trading system in the future, a determination regarding registration will be made by those broker-dealers, if any, who agree to serve as the market-makers for our Class A Interests. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our Class A Interests. Accordingly, you should consider the resale market for our Class A Interests to be limited, as you may be unable to resell your Class A Interests without the significant expense of state registration or qualification, or at all.

Failure to raise the minimum offering amount could delay the availability of funds and adversely affect our business.

The proceeds of this Offering will be deposited into an escrow account and will not be released to us unless and until subscriptions of at least $5,000,000 have been received within the maximum offering period, which expires two years after qualification, and all conditions to release under the escrow arrangements have been satisfied. Pursuant to the Escrow Facilitator Engagement Letter, if the minimum offering amount is not achieved, we will not have access to any of the funds invested by subscribers. As a result, we may be unable to implement our business plan, make anticipated investments, satisfy contractual obligations, fund operations or purchase the Initial Pool on the timeline currently contemplated.

There can be no assurance that we will successfully raise the minimum offering amount within the applicable offering period, or at all. If we fail to do so, investors’ funds will remain unavailable to us and may ultimately be returned in accordance with the terms of the escrow arrangement. Even if we ultimately satisfy the minimum offering amount requirement, any delay in reaching such threshold could adversely affect our business, financial condition and prospects by postponing the deployment of capital, increasing our financing needs, causing us to miss strategic opportunities or requiring us to seek alternative sources of funding on less favorable terms. Accordingly, investors should not assume that we will have access to the proceeds of this Offering within any particular timeframe.

Sales of our Class A Interests under Rule 144 could reduce the price of our interests.

Aggregate proceeds from this Offering will not exceed $75,000,000 and not more than 750,000 Class A Interests will be sold in this Offering. The Class B Interests will be convertible into Class A Interests only after the holders of Class A Interests have first received a full return plus an annualized 6% preferred return of their invested funds in accordance with the Operating Agreement. Any annualized preferred return shall be payable exclusively from Available Cash, as defined in the Operating Agreement and is not guaranteed. Following satisfaction of this return-of-capital threshold, the Class B Interests will convert into Class A Interests. These Class A Interests and Class B Interests held by our affiliates, shall be “restricted securities” as defined in Rule 144 of the Securities Act. In general, our affiliates must either sell their restricted securities in a transaction exempt from the registration requirements of the Securities Act, in which case the buyer would own restricted securities that could not trade freely with the Class A Interests sold in this Offering for at least one year from the time of such sale, or they could sell their Class A Interests in accordance with Rule 144. Rule 144 requires that these affiliates hold their Interests for a period of at least one year, not sell more than one percent of the total issued and outstanding Class A Interests in any 90-day period and resell the Class A Interests in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Class A Interests under Rule 144 could reduce prevailing market prices for our securities.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or the Asset Pool at any particular time. Therefore, the purchase price you pay for Class A Interests may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our Class A Interests will not vary based on the underlying value of our assets at any time. XChange Ventures, LLC will pay all costs associated with utilization of XChange Place Platform to facilitate the Offering, the acquisition of any Investment Assets and all costs of our organization and this Offering. The eventual sale price of any Investment Asset may exceed the original purchase price we paid for the asset or the estimated market value of such Investment Asset at the time of disposition. Such excess amount represents a true-up payment to the Company in recognition of the Company’s efforts in identifying, sourcing, acquiring, financing, managing and administering the Investment Asset as well as market value and economic factors, in the discretion of the Board. The true-up payment may range from approximately 2% to 10% of the value realized upon disposition and does not necessarily reflect appreciation in the value of the applicable Investment Asset. Accordingly, the sale price of an Investment Asset, and any true-up payment paid to the Company, should not be interpreted as evidence that the Investment Asset has increased in value since its acquisition. The Company will be responsible for all ordinary and necessary costs for ongoing investment management-related expenses. Therefore, the fixed offering price established for our Class A Interests may not be supported by the current value of the Company or the Asset Pool at the time of the Offering or any particular time in the future.

If we face litigation related to the Offering, we may elect to auction the Investment Assets in the Asset Pool and the proceeds of any sale at such auction may be insufficient to provide an adequate remedy. Further, if investors successfully seek rescission, we would face severe financial demands that we may not be able to meet.

Our Class A Interests have not been registered under the Securities Act and are being offered in reliance upon the exemption provided by Section 3(b) of the Securities Act, including Regulation A promulgated thereunder. We represent that this Offering Circular does not contain any untrue statements of material fact or omit to state any material fact necessary to make the statements made, in light of all the circumstances under which they are made, not misleading. However, if this representation is inaccurate with respect to a material fact, if this Offering fails to qualify for exemption from registration under the federal securities laws pursuant to Regulation A, or if we fail to register the Class A Interests or find an exemption under the securities laws of each state in which we offer the Class A Interests, each investor may have the right to rescind his, her or its purchase of the Class A Interests and to receive back from us his, her or its purchase price with Interest. Such investors, however, may be unable to collect on any judgment, and the cost of obtaining such judgment may outweigh the benefits. If investors successfully seek rescission, we may elect to sell the Investment Assets and there can be no assurance that the proceeds of any such sale would be an adequate remedy for our investors and we would face severe financial demands we may not be able to meet and it may adversely affect any non-rescinding investors.

We do not have, and are not required to have, an independent manager, an audit committee, or a compensation committee.

We do not have an audit or compensation committee composed of independent managers. The Board of Managers is made up of Jason Glazer, Cesar Baez, and Dan Matthies. As a Regulation A issuer that is not listed on a national securities exchange, we are not subject to the corporate governance requirements applicable to publicly listed companies. As a result, all oversight relating to financial reporting, compensation, conflicts of interest, and related-party transactions is performed solely by our Board of Managers, none of whom is required to be independent. Investors therefore will not have the same protections afforded to members of companies that maintain independent managers or board committees.

Analysts in the securities industry or in the industries related to our Investment Assets—including Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles—may publish research reports, commentary or analysis regarding us, our business model or the Asset Pool. It is also possible that media outlets, commentators and industry experts will publish informal opinions or news stories about us or the Investment Assets, and such commentary may be negative and may adversely affect the value of the Class A Interests.

Given the unique features of our business model and this Offering, analysts, media, commentators and industry experts may publicize opinions regarding the value, desirability or performance prospects of the Asset Pool or the Class A Interests. These opinions may be unfavorable and could significantly and adversely affect the value of our Class A Interests.

Purchasers in this Offering and in the aftermarket will experience dilution in the book value of their investment over time.

The initial offering price per Class A Interest will be approximately $100 per Class A Interest. The Board of Managers and the Consultant may earn a management services fee in the form of cash and performance compensation in Class B Interests. This fee will when issued and upon conversion of the Class B Interests into Class A Interests, will effectively reduce the tangible book value per Class A Interest over time. Additionally, if the value of the Class A Interests increases over time, the number of Class A Interests to be issued upon conversion of the Class B Interests will also increase over time resulting in additional dilution to holders of our Class A Interests.

Risks of investing using a credit card.

We may accept credit cards for subscriptions, provided that any such credit-card investment does not exceed the lesser of $500 or the amount permitted by applicable law per subscriber. An investment in the Class A Interests is a long-term and highly illiquid investment, and payment by credit card should be viewed only as a temporary funding convenience—not as a long-term method of financing an investment.

Using a credit card to invest will result in third-party processing fees (often ranging from 1.5% to 3.0%), Interest charges and other borrowing costs that will reduce your expected investment returns and may exceed any actual returns generated by the investment. In addition, failure to meet minimum payment obligations may damage your credit profile, making future borrowing more difficult or more expensive. Investors should carefully consider their personal financial situation before using a credit card to purchase securities.

Provisions of our Certificate of Formation and our Operating Agreement may delay or prevent a take-over which may not be in the best interests of holders of our Class A Interests.

Provisions of our Certificate of Formation and the Operating Agreement may be deemed to have anti-takeover effects, which include, among others, the Board of Managers having sole and exclusive control of our operations with the exclusion of the holders of the Class A Interests being able to vote upon certain limited circumstances, and may delay, defer or prevent a takeover attempt.

Although we may seek to pay dividends in the future, there is no guarantee that any dividends will be paid.

Any decision to declare or pay dividends on our Class A Interests will be made by our Board of Managers and will depend on a variety of factors, including the amount of Available Cash as defined in our Operating Agreement, performance and liquidity of the Asset Pool, our financial condition, operating results, and applicable legal and contractual restrictions.

We may not maintain cash reserves, and dividends will only be possible if one or more Investment Assets are sold at a price that exceeds our purchase price and, after deducting all related costs and expenses, sufficient funds remain to permit a dividend payment. There is no assurance that any Investment Asset will be sold at a profit, or sold at all. As a result, investors should not rely on receiving dividends and should be prepared for the possibility that no dividends will ever be paid on the Class A Interests.

We intend to be taxed as a corporation for U.S. Federal income tax purposes.

We currently anticipate that the Company (and each series) will be taxed as a corporation for U.S. Federal income tax purposes. A U.S. corporation generally is taxable on its worldwide income, which means that the Company will be required to pay entity-level U.S. Federal income taxes on its taxable income, including (without limitation) any gains from the sale of the Investment Assets. Any such taxes will reduce the net amount of funds available for distribution to you, and may adversely impact the amount you receive, after taxes, from income or gains related to holding or disposing of the Investment Assets. In addition, we may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns to investors.

By purchasing Class A Interests in this Offering, you are bound by the jurisdiction and venue provisions contained in our subscription agreement which may limit your ability to bring claims in forums other than those specified in the agreement.

By purchasing Class A Interests in this Offering, investors agree to be bound by the jurisdiction and venue provisions contained in Section 11.2 of our subscription agreement under which investors irrevocably and unconditionally submit to the exclusive jurisdiction of the state courts of New York for any suit, action, or proceeding arising out of or relating to the subscription agreement or the Class A Interests, and waive any objection to personal jurisdiction, venue, forum, or enforceability in those courts. Please note that these jurisdiction and venue provisions do not apply to claims made under the federal securities laws, including the Securities Act and the Exchange Act. These provisions may limit the ability of investors to bring class action lawsuits or seek remedies on a class-wide basis to the extent such claims are required to be brought in the specified courts. These limitations may result in increased costs and/or reduced remedies for individual investors who wish to pursue claims against the Company.

DILUTION

The following table summarizes the differences between the total consideration and the weighted-average price per Class A Interest paid by, on the one hand, Officers, Managers, and affiliates of the Company who have acquired Class A Interests prior to the date of this Offering Circular and, on the other hand, investors participating in this Offering, before deducting estimated Offering expenses of $410,539, assuming that the maximum gross proceeds from the Offering of $75,000,000 are raised. As of the date of this Offering Circular, an aggregate of 15,000 Class A Interests are issued and outstanding. Future awards could be issued at per interest prices above or below the price per interest offered in this Offering.

The table below does not include Class A Interests issuable upon conversion of any Class B Interests.

PLAN OF DISTRIBUTION

Andes Capital, an Illinois limited liability company (“the Broker-Dealer”), will manage the sale of the Class A Interests pursuant to an engagement letter agreement dated as of July 21, 2026, which is attached as Exhibit 6.2 hereto (as amended, the “Broker-Dealer Engagement Agreement”). The Broker-Dealer shall use its best efforts to find potential purchasers for the Class A Interests offered pursuant to this Offering Circular and may engage other broker-dealers to do so. The Broker-Dealer is under no obligation to take the securities and has not committed to purchase any of the Class A Interests offered herein. Subscriptions will be made only through the XChange Place Platform and payment will be made directly to the escrow account at TriState Capital Bank in accordance with the Escrow Facilitator Agreement. The Broker-Dealer shall not directly accept subscriptions or accept payment for the Class A Interests. The subscription funds paid by investors as part of the subscription process will be held in a noninterest-bearing segregated account of the Company with TriState Capital Bank and will not be commingled with any other funds and will not be released, unless and until there is a closing of the Offering. The Broker-Dealer is a broker-dealer registered with the SEC and a member of FINRA and SIPC and is registered in each state where the law requires the use of registered broker-dealer and where the Offering and sale of the Class A Interests will occur. All fees and expenses of the Broker-Dealer will be paid by the Company. Accordingly, the gross proceeds from the Offering shall not be the same as the net proceeds from the Offering.

Online Subscriptions and Bank Account

Through the XChange Place Platform, investors can, once they sign up, register, complete required KYC procedures, and obtain a user identification and password, browse and screen potential investments, view details of an investment and documents online. After the qualification by the SEC of the offering statement of which this Offering Circular is a part, the Offering will be facilitated through the XChange Place Platform, whereby investors will receive, review, execute and deliver subscription agreements electronically as well as make payment of the purchase price in the form of ACH debit transfer, wire transfer or credit card into a segregated non-interest bearing account held by us until a closing date of this Offering. The subscription funds paid by investors as part of the subscription process will be held in a noninterest-bearing segregated account of the Company with TriState Capital Bank and will not be commingled with any other funds and will not be released, unless and until there is a closing of the Offering in accordance with the Escrow Facilitator Agreement. The Broker-Dealer will not be responsible for collecting or holding investor funds. We may also permit payment to be made by credit card if and to the extent we can establish and maintain relationships with payment processing entities to facilitate such transactions and provided we are able to do so in accordance with SEC and FINRA guidelines. If we accept credit cards, any such credit card subscription shall not exceed the lesser of $500 or the amount permitted by applicable law, per subscriber. Investors contemplating using their credit card to invest are urged to carefully review “Risk Factors – Risks of investing using a credit card.” Credit card investment will result in incurrence of third-party fees and charges, Interest obligations which will lower your expected investment returns and could exceed your actual returns. In addition, if you cannot meet your minimum payment obligation, you may damage your credit profile which would make it more difficult and more expensive to borrow in the future. On any applicable closing date, the funds in the account will be released to us and the associated Class A Interests will be issued to the investors in this Offering. If the particular closing is unsuccessful, the funds deposited in the segregated account will be promptly returned to subscribers, without deduction and generally without Interest. If any funds are returned by us if we choose to reject a subscription or elect not to proceed with the Offering, such funds will be returned by mail via a check in U.S. dollars.

The Xchange Place Platform serves solely as a subscription and administration portal and does not function as a broker-dealer, exchange, or order-matching facility. It does not bring together orders of multiple buyers and sellers, does not operate under established non-discretionary methods by which such orders interact, and does not facilitate trade execution. All offers and sales of Class A Interests are effected exclusively through the Broker-Dealer. Any future secondary trading functionality, if implemented, would be conducted through a separate third-party registered broker-dealer or registered alternative trading system, subject to full compliance with applicable law, including Regulation ATS and Exchange Act Section 15.

Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to us (where the funds will be available for use in the operations of the Company’s business in a manner consistent with the “Use of Proceeds” in this Offering Circular).

Engagement Agreement with the Broker Dealer.

We and the Broker-Dealer have entered into an engagement letter agreement, as amended which is attached hereto as Exhibit 6.2. The term of the Broker-Dealer Engagement Letter began upon execution of the engagement letter agreement on July 21, 2026 and will continue for one-year, unless terminated earlier in accordance with its terms. XChange Ventures, LLC is responsible for the payment of all offering fees and expenses, including the following: (i) fees and disbursements of our legal counsel, accountants, and other professionals we engage; (ii) fees and expenses incurred in the production of offering documents, including design, printing, photograph, and written material procurement costs; (iii) all filing fees, including FINRA and blue sky filing fees; (iv) all of the legal fees related to the registration and qualification of the Class A Interests under state securities laws and FINRA’s issuance of a No Objection Letter; and (v) other distribution expenses. To the extent that any of these fees and expenses are paid by the Broker-Dealer with our approval, the Company will, upon request, reimburse the Broker-Dealer for such fees and expenses. In the event the engagement letter agreement is terminated for any reason other than because of the Broker-Dealer’s material failure to provide the services contemplated by the engagement letter agreement, the Company shall reimburse Andes Capital for all unreimbursed, reasonable, documented, out-of-pocket fees, expenses, and disbursements, including legal fees. The Broker-Dealer will be entitled to receive commissions from the Company in connection with this Offering which will vary depending on a variety of factors, including the total amount of capital raised by Andes Capital and other broker-dealers engaged by the Broker-Dealer to assist in the distribution, provided that commissions payable to the Broker-Dealer for capital raising activities in connection with this Offering shall not exceed the maximum compensation for the Broker-Dealer which including FINRA filing fees as set out in the Broker-Dealer engagement letter is $4,507,500.

In addition, Andes Capital and representatives of Andes Capital will receive additional payments in respect of various activities that are not directly attributable to this Offering but are considered deal-related compensation. These payments relate to: (i) Broker-Dealer of Record services, which include providing regulatory oversight of the Offering, reviewing offering materials for compliance with applicable securities laws and FINRA requirements, supervising the conduct of registered representatives involved in the Offering, and maintaining required books and records; (ii) Investor Outreach services, which consist of introducing the Offering to institutional and accredited investors within Andes’ network and conducting related introductory and engagement efforts; (iii) a one-time onboarding and consulting fee of $7,500 for services provided in connection with the initiation and preparation of the Offering, including coordination with third-party vendors and general guidance regarding Offering readiness; and (iv) reimbursement for out-of-pocket expenses of up to $11,750 in connection with the Offering. These amounts are payable by XChange Ventures, LLC and such amounts are payable regardless of whether any particular offering is consummated.

The maximum compensation for this Offering is $4,507,500, consisting of 1.0% Broker-Dealer of Record compensation (maximum of $750,000), 5.0% Investor Outreach compensation (maximum of $3,750,000) on capital raised through Andes’ direct introductions and introductory efforts, and a $7,500 onboarding and consulting fee. For the avoidance of doubt, the total amount of all items of compensation from any source payable to broker-dealers, or affiliates thereof, will not exceed $4,507,500 of the Offering. All broker-dealer compensation will become due and payable upon consummation of this Offering including the commissions and the fees and costs set forth above.

Transfer Agent and Registrar

We have engaged Colonial Stock Transfer Company, Inc. (“Transfer Agent”) to be the transfer agent and registrar for the Class A Interests and will be subject to the agreed upon fee schedule. Such transfer agent engagement letter is attached hereto as Exhibit 6.4.

The Transfer Agent’s address is at 7840 S 700 East, Sandy Utah 84070 and its telephone number is +1 801-355-5740. The Company will pay the fees of the Transfer Agent.

Escrow Facilitator

We have engaged North Capital Private Securities Corporation to act as Escrow Facilitator in connection with the Offering. Such Escrow Facilitator engagement letter is attached hereto as Exhibit 6.3. The Escrow Facilitator, through TriState Capital Bank, will receive, hold, and release investor funds in accordance with the terms of the escrow agreement. Investor funds will be deposited into a segregated, non-interest-bearing escrow account and will be released to the Company only upon satisfaction of all of the following conditions: (i) a minimum of $5,000,000 in subscriptions has been received within the maximum offering period, which expires two years after qualification, and cleared in escrow, (ii) all required identity, anti-money laundering and bad actor checks have been completed for the Company and all its control persons, and (iii) the Company has delivered to the Escrow Facilitator written confirmation that the minimum offering has been met, a full accounting of all subscriptions received, and written instructions directing the release of funds, all of which must occur prior to the expiration of the escrow period. If any of these conditions are not satisfied within the required timeframe, all investor funds will be returned to investors in full without deduction.

If the minimum offering amount of of $5,000,000 is not met by the close of business on the termination date, or if the offering is cancelled by us for any reason prior to that date, the Escrow Facilitator will liquidate the escrow account and return all funds directly to subscribers. Refunds will be processed immediately in the days following termination. The Company will bear all offering expenses, and no portion of investor funds held in escrow will be utilized to pay expenses, fees, or commissions if the offering fails to close.

The Escrow Facilitator’s address is 623 E. Fort Union Boulevard, Suite 101 Midvale, Utah 84047 and its telephone number is (888) 625-7768. The Company will pay the fees of the Escrow Facilitator.

Book-Entry Records of Class A Interests

Ownership of the Class A Interests will be represented in “book-entry” only form directly in the name of the respective owner of the Class A Interests and shall be recorded by the Transfer Agent and that no physical certificates shall be issued, nor received, by the Transfer Agent or any other person. The Transfer Agent shall send out email notifications of positions and notifications of changes “from” us upon each and every event affecting any person’s ownership Interest, with a footer referencing the Transfer Agent.

We have no responsibility for any aspect of the actions of the Transfer Agent. In addition, we have no responsibility or liability for any aspect of the records kept by the Transfer Agent relating to, or payments made on account of investors in, the Class A Interests, or for maintaining, supervising or reviewing any records relating to ownership of Class A Interests. We do not supervise the systems of the Transfer Agent.

Investment Amount Limitations

There is a $500 minimum purchase requirement. The maximum purchase limitation per investor is $10,000,000; however, we can waive the minimum purchase requirement or maximum purchase limitation on a case-by-case basis in our sole discretion. Subscriptions, once received, are irrevocable by the investors but can be rejected by us.

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% 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, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov.

As a Tier 2, Regulation A offering, investors must comply with the 10% limitation set out in the paragraph above to invest in the Offering. The only investor in this Offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

Offering Period and Expiration Date

We will commence the sale of the Class A Interests within two days after the Offering Statement of which this Offering Circular is a part has been qualified by the SEC. The termination of the Offering will occur on the earlier of (i) the date that the subscriptions for the Class A Interests offered hereby total $75,000,000, (ii) the date that is the second anniversary of the qualification of this Offering Statement, or (iii) a date determined by the Board of Managers in its discretion. The maximum offering period is two years from commencement of the Offering, though we reserve the right to terminate the Offering at any time for any reason.

Testing the Waters

We plan to use the XChange Place Platform website at xchangeplace.io to provide notification of this anticipated Offering. Prior to the qualification of this Offering Statement by the SEC, if you desire information about this anticipated Offering, you would go to the XChange Place Platform website. The XChange Place Platform website is planned to contain publicly available information regarding prior auction sales of comparable Investment Assets. This offering circular as well as amendments to this Offering Circular after it has been publicly filed and prior to qualification by the SEC will be furnished to prospective investors for their review via download 24 hours per day, 7 days per week on the website as well.

Procedures for Subscribing

After the qualification by the SEC of the offering statement of which this Offering Circular is a part, if you decide to subscribe for any Class A Interests in this Offering, you should go to the XChange Place Platform website at xchangeplace.io, and follow the links and procedures described on the website. The website will direct you to receive (upon your acknowledgement that you have had the opportunity to review this Offering Circular), review, execute and deliver the subscription agreement electronically. The XChange Place Platform provides a secure portal to enable you to subscribe as follows:

Any potential investor will have ample time to review the Offering Circular and Subscription Agreement, along with their counsel, prior to making any final investment decision. We will not accept any money until the SEC declares this Offering Statement qualified.

All funds received from investors in this Offering will be held in a non-interest bearing segregated bank account of the Company with TriState Capital Bank. The Broker-Dealer will not be responsible for collecting or holding investor funds. The funds in the account will be released to us only after we close the Offering on the closing date. At any particular closing, the proceeds will be distributed to us and the associated Class A Interests will be issued to the investors in this Offering. Subscriptions for Class A Interests are irrevocable, and the purchase price is non-refundable, unless the Company rejects a subscription, as expressly stated in this Offering Circular. If any funds are returned by us if we choose to reject a subscription or elect not to proceed with the Offering, such funds will be returned by mail in the form of U.S. dollars.

You will be required to represent and warrant in your subscription agreement that you are an accredited investor as defined under Rule 501 of Regulation D or that your investment in the Class A Interests does not exceed 10% of your net worth or annual income, whichever is greater, if you are a natural person, or 10% of your revenues or net assets, whichever is greater, calculated as of your most recent fiscal year if you are a non-natural person. By completing and executing your subscription agreement you will also acknowledge and represent that you have received a copy of this Offering Circular, you are purchasing the Class A Interests for your own account and that your rights and responsibilities regarding your Class A Interests will be governed by our Operating Agreement and Certificate of Formation, and Amended and Restated Certificate of Formation, each filed as an exhibit to the offering circular. Purchasers of our Class A Interests in this Offering and subsequent purchasers will be deemed to become party to the XChange Ventures, LLC Operating Agreement, a form of which is filed as Exhibit 2.3 hereto.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Class A Interests.

In order to purchase Class A Interests and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.

The Class A Interests will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).

Non-U.S. investors may not participate in the Offering.

USE OF PROCEEDS TO ISSUER

We intend to seek gross proceeds from this Offering of up to $75,000,000. The Company will pay all expenses of the Offering, including auditing, legal fees, printing and blue sky expenses associated with qualification of the Offering Statement under Regulation A and all fees and expenses of the Broker-Dealer. Therefore, the gross proceeds from this Offering will not equal the net proceeds from this Offering.

We will use the net proceeds to acquire Investment Assets. We may in our discretion retain net proceeds on our balance sheet or reinvest them in short-term investment instruments, or use proceeds to pay down existing debt of the Company, including, without limitation, continuing offering expenses or for general corporate purposes, including salary and compensation obligations to our employees and consultants, and to acquire future Investment Assets from time to time.

The table below sets forth our estimated use of proceeds from this Offering, assuming we sell 750,000 Class A Interests. Many of the amounts set forth in the table below represent our Manager’s best estimate since they cannot be precisely calculated at this time.

DESCRIPTION OF BUSINESS

The discussions contained in this Offering Circular relating to the Initial Pool and the respective industry of each Investment Asset class are taken from third-party sources that the Company believes to be reliable and the Company believes that the information from such sources contained herein is reasonable, and that the factual information therein is fair and accurate.

Overview

We were formed as a Delaware series limited liability company on April 23, 2026 in order to acquire the Investment Assets. We are a manager-managed series limited liability company with a Board of Managers responsible for the overall governance of the Company, while all investment decisions relating to the management and operation of the asset portfolio are made solely by the Board of Managers.

We are offering up to 750,000 Class A Interests for aggregate consideration of up to $75,000,000 in this Offering. The termination of the Offering will occur on the earlier of (i) the date that the subscriptions for the Class A Interests offered hereby total $75,000,000, (ii) the date that is the second anniversary of the qualification of this Offering Statement, or (iii) a date determined by the Board of Managers in its discretion.

We may in our discretion retain net proceeds on our balance sheet or reinvest them in short-term investment instruments, or use the proceeds from the Offering to pay down existing debt of the Company, including, without limitation, offering expenses or for general corporate purposes, including salary and compensation obligations to our employees and consultants, or to acquire additional Investment Assets to contribute to the Asset Pool. We do not expect to generate any revenues or cash flow immediately. Certain Investment Assets may generate revenue upon acquisition or during the period in which they are held, while other Investment Assets are not expected to generate any revenue unless and until they are sold. No profits will be realized by investors unless they are able to sell their Class A Interests through brokerage transactions or other secondary trading arrangements approved by us and conducted in compliance with applicable law, including, as applicable, the registration and exemption provisions of the Exchange Act and Regulation ATS thereunder. We will be 100% reliant on the Board of Managers to maintain the Asset Pool and administer its business. Following a closing of the Offering, we intend to acquire assets for the Asset Pool, although we may instead hold any Investment Asset directly or distribute, allocate, or sell any such Investment Asset to one or more Series of the Company. The Board of Managers is entitled to provide reimbursements in connection with any expenses incurred or services provided relating to the acquisition, financing, management or disposition of any Investment Asset. The Board of Managers may from time to time utilize the Consultant, pursuant to a Consultancy Agreement dated August 4, 2026, to assist in the administration and management of the Company’s business; however, ultimate authority and all investment, allocation, and disposition decisions shall remain solely with the Board of Managers.

The Investment Assets

Athletes

The Company’s sports-related assets may include revenue-sharing arrangements with professional or amateur athletes pursuant to which the Company provides an upfront payment in exchange for a contractual right to receive a portion of the athlete’s future earnings. These earnings may include compensation from professional play as well as ancillary income such as merchandising, sponsorships, and appearance fees. These arrangements may be held by series of the Company, and the Company may offer Interests in such series to investors, subject to applicable securities laws. In some cases, the revenue-sharing instruments will be structured as contingent repayment obligations or similar contracts designed to increase the likelihood of principal recovery. Certain series may also hold U.S. Treasury zero-coupon securities to provide principal-protection features for investors. In some instances, a series may also operate a business related to the athlete, which may affect the series’ status under the Investment Company Act of 1940. The Company will evaluate each series to determine whether it qualifies as an operating company and to ensure compliance with applicable regulatory requirements.

Thoroughbred Racehorses

The Company may form series that will acquire Interests in thoroughbred racehorses and, in certain cases, U.S. Treasury securities intended to provide principal-protection features. Horses are not securities, and series holding horse Interests will generally operate active businesses responsible for selecting, acquiring, training, and managing the horses. These series are expected to be treated as operating companies rather than investment companies under applicable law.

Teams

To the extent the Company invests in professional sports teams, such investments will likely be made through series that hold minority or non-controlling Interests. The operational characteristics of each series will depend on the rights associated with the underlying team Interest. In such cases, the Company will evaluate whether Interests in the series constitute securities and will include these determinations in its overall securities-law analysis.

Entertainment

The Company may invest across the film, theater, and music sectors. Film-related investments may involve the formation of operating entities to finance the development, production, and distribution of motion pictures. Theater investments may be structured in a similar manner, with series or operating entities established to support the production and commercialization of live theatrical works. Music-related investments may include the acquisition of contractual rights to revenue streams generated by musicians, such as royalties or other income derived from recordings, publishing, or performances. The Company may hold these Interests through series and may offer fractionalized Interests in such series to investors, subject to compliance with applicable securities laws.

Real Estate

The Company may acquire and hold real estate assets for multiple business purposes. The Company may purchase, renovate, and resell properties, and may produce digital content documenting renovation activities for distribution on the Xchange Place Platform. The Company is also evaluating potential media or reality-based programming related to certain projects. Alternately, the Company may hold properties for rental income and for potential long-term or short-term appreciation. Real estate assets will be owned directly by the Company or through wholly owned subsidiaries, depending on the structure and operational requirements of each project.

Art and Collectibles

The Company intends to acquire artwork and collectibles using Company capital. These assets may be transferred into series and fractionalized following a valuation process. Artwork may be sold when management determines it is appropriate, after which the series will be wound down. In certain cases, the Company may invest in contractual rights to the future earnings of emerging artists, which may constitute securities, or may acquire portfolios of artworks to be distributed or monetized over time. Collectibles will be structured and managed in a manner similar to the Company’s art investments.

Alternatives

The Company may make limited investments in third-party funds, including venture capital, private equity, private credit, hedge funds, real estate investment vehicles, and other alternative investment structures, with the objective of generating returns and enhancing portfolio diversification for the Holders of Class A Interests in such funds may be reoffered pursuant to available exemptions from registration under applicable federal and state securities laws, depending on the structure of the investment and applicable regulatory requirements. Certain opportunities may involve operational, advisory, management, or strategic participation components, and the Company will evaluate each transaction to determine the appropriate regulatory treatment and compliance requirements.

In addition, the Company may invest in a broad range of securities and financial instruments, including equity securities, preferred stock, corporate bonds, municipal bonds, exchange-traded funds, mutual funds, money market instruments, and fixed-income investments. The Company may also invest in securities issued or guaranteed by governmental entities, including U.S. Treasury bills, Treasury notes, Treasury bonds, agency securities, and other domestic or foreign government obligations, for purposes including capital preservation, liquidity management, income generation, and strategic portfolio allocation. All investments will be made in accordance with applicable securities laws and the Company’s investment objectives, risk management policies, and regulatory obligations.

The Investment Assets within the Initial Pool

The Company has entered into a non-binding letter of intent, dated August 3, 2026, regarding the proposed acquisition of U.S. Treasury STRIPS and/or other zero-coupon securities issued or guaranteed by the United States Treasury. U.S. Treasury STRIPS (Separate Trading of Registered Interest and Principal of Securities) are securities created by separating the principal and interest components of eligible U.S. Treasury obligations and selling them as individual zero-coupon securities. Unlike traditional interest-bearing bonds, zero-coupon securities do not make periodic interest payments and instead are issued or purchased at a discount to their face value, with the holder receiving the full-face value at maturity if the security is held until maturity and the issuer satisfies its obligations. Zero-coupon treasury securities are commonly used for long-term capital preservation, liability matching, and other investment strategies designed to provide a known future value on a specified date, as their value at maturity is fixed at issuance.

Upon the receipt of Offering proceeds, the Company intends to allocate a portion of the net proceeds to the purchase of such securities, with maturities selected to correspond generally to the Company’s anticipated investment horizon. The Company intends to acquire these securities in an amount that, if held to maturity and if the United States Government fully performs its obligations, would be expected to produce aggregate proceeds at maturity approximately equal to the gross proceeds raised in this Offering. Because zero-coupon securities are generally purchased at a discount to their face value, the amount required to acquire such securities is expected to be less than the amount payable at maturity, allowing the remaining proceeds, after payment of Offering expenses, to be used for investments, operations, working capital, acquisitions, and other corporate purposes consistent with the Company’s business strategy. The letter of intent is non-binding, and there can be no assurance that the contemplated acquisition will be completed on the terms described herein, or at all.

Other than the Initial Pool described above, the Company has not identified the specific Investment Assets it intends to acquire with the proceeds of this Offering. The Board of Managers has sole and exclusive discretion to identify, evaluate, and approve all future Investment Asset acquisitions, and will do so in accordance with the investment criteria and asset categories described in this Offering Circular. The Company will disclose material information regarding the acquisition of significant Investment Assets in its ongoing reports filed with the SEC pursuant to Regulation A.

See “Risk Factors—Risks related to our Business Model— A portion of our assets consists of Alternatives, some of which may be considered “securities” as defined under the Investment Company Act of 1940, and there is a risk that we could be deemed an investment company.”

Competition

At the time we attempt to sell any Investment Asset within the Asset Pool, we may face substantial competition from other entities and individuals who are selling or seeking to sell similar investment assets. These other parties may be better funded and may be able to sell their investment assets at a lower price than us. Further, we will face significant risks from other competitive factors, such as the available supply of similar investment assets for sale.

True-up Payments to the Company

The eventual sale price of any Investment Asset may exceed the original purchase price we paid for the asset or the estimated market value of such Investment Asset at the time of disposition. The Company is entitled to receive true-up payments as revenues upon the disposition of an Investment Asset. The true-up payment is intended to compensate the Company for its efforts in identifying, sourcing, acquiring, financing, managing and administering Investment Assets prior to their disposition. The Company currently expects the true-up payment to generally range from 2% to 10% of the proceeds realized upon the disposition of an Investment Asset. The amount of any true-up payment will not necessarily correspond to any appreciation in the value of the applicable Investment Asset and may, in certain circumstances, exceed the increase in value of such assets since its acquisition.

Government Regulation

Regulation of the markets in which our Investment Assets operate

Transactions involving our Investment Assets across Sports, Entertainment, Real Estate, Art, Alternatives or Collectibles operate within several established federal regulatory regimes. Although the regulatory requirements differ by asset class, a number of federal statutes and agencies govern the acquisition, ownership, transfer and commercialization of these assets. Compliance with these federal frameworks may impose additional obligations on us or restrict certain activities relating to the Asset Pool.

Sports

Sports-related assets and commercial rights are subject to federal laws governing competition, labor practices and consumer protection. The Sports Broadcasting Act of 1961 governs collective licensing of broadcasting rights among professional sports leagues. The Sports Agent Responsibility and Trust Act (SPARTA) prohibits deceptive practices in athlete representation and regulates certain commercial conduct involving athletes. In addition, federal antitrust laws, including the Sherman Act and the Federal Trade Commission Act, apply to league governance, team conduct and competition issues relevant to certain sports-related assets.

Entertainment

Entertainment-related assets, including rights in film, music and other creative works, are primarily governed by federal intellectual-property laws. The Copyright Act regulates ownership, licensing and transfer of copyrights, while the Lanham Act governs trademarks, merchandising rights and brand-related assets. The Digital Millennium Copyright Act (DMCA) imposes obligations relating to digital rights management and online distribution of copyrighted content. The Federal Trade Commission Act also applies to marketing, endorsements and consumer-facing entertainment merchandise.

Real Estate

Federal real-estate regulation focuses on disclosure, anti-fraud and foreign-investment reporting. The Real Estate Settlement Procedures Act (RESPA) governs disclosures and anti-kickback rules in certain real-estate transactions. The Foreign Investment in Real Property Tax Act (FIRPTA) imposes tax-withholding requirements on foreign sellers of U.S. real-property Interests. To the extent real-estate-related assets are structured as securities or fractionalized Interests, they may also be subject to the Securities Act and the Exchange Act.

Art

Art-related assets are subject to federal laws governing cultural property, stolen property and import/export controls. The National Stolen Property Act (NSPA) criminalizes the interstate or international transport of stolen art and cultural property. The Cultural Property Implementation Act (CPIA) implements U.S. obligations under international cultural-property treaties and governs the importation of certain protected objects. U.S. Customs and Border Protection regulations impose documentation, declaration and provenance-related requirements for imported or exported art.

Alternatives

Alternative assets structured as securities are subject to comprehensive federal oversight. The Securities Act governs registration, disclosure and exemptions for securities offerings, while the Exchange Act imposes ongoing reporting, trading and anti-fraud obligations. The Investment Advisers Act of 1940 may apply to investment-management activities involving certain alternative assets. These statutes collectively regulate the offering, sale and ongoing management of securities-based Interests within the Asset Pool.

Collectibles

Collectibles, including memorabilia, trading cards, rare items and other tangible goods, may be subject to federal consumer-protection and anti-fraud laws. The Federal Trade Commission Act prohibits unfair or deceptive practices in the marketing or sale of collectibles. The National Stolen Property Act applies to stolen or unlawfully obtained collectibles transported across state or national borders. Certain categories of collectibles may also be subject to federal import/export controls administered by U.S. Customs and Border Protection.

Patriot Act

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Patriot Act) is intended to strengthen the ability of U.S. law enforcement agencies and intelligence communities to work together to combat terrorism on a variety of fronts. The Patriot Act, to which we are subject, has significant implications for depository institutions, brokers, dealers and other businesses involved in the transfer of money. The Patriot Act required us to implement policies and procedures relating to anti-money laundering, compliance, suspicious activities, and currency transaction reporting and due diligence on customers.

EMPLOYEES

As of the date of this Offering Circular, we have no full-time employees and several part-time advisors. All of our day to day operations are administered by our Board of Managers.

LEGAL PROCEEDINGS

There are no legal proceedings currently pending against us which would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened. It is possible that we will find ourselves involved in litigation, in which case we will be wholly reliant on the Board of Managers to address such litigation as necessary. If the Board of Managers settles a case or receives an adverse judgment, the Board of Managers will have the right to auction the Investment Assets within the Asset Pool and any legal costs, settlement or judgment paid by the Board of Managers would then be reimbursed upon a sale of the Investment Assets pursuant to the terms of the Operating Agreement.

DESCRIPTION OF PROPERTY

The Company’s principal office is located at 6 East 69th Street, New York, N.Y. The Company does not own any real property and has no material commitments to purchase, develop, or lease additional property. Should future business requirements necessitate additional space, the Company expects to secure such facilities through standard commercial leasing arrangements.

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

We were formed as a Delaware series limited liability company on April 23, 2026 to structure the transaction and to acquire the Investment Assets. We have not conducted any operations other than preparation for this Offering prior to the date of this Offering Circular and will not conduct any business activities except for activities relating to the ownership, maintenance, promotion and the eventual sale of the Investment Assets. Our strategy will be to display and promote the Asset Pool in a manner designed to increase its exposure and enhance its value. We are not aware of any trends, uncertainties, demands, commitments or events that will materially affect our operations or the liquidity or capital resources of the Company.

Critical Accounting Policies and Estimates

The preparation of our financial statements in accordance with generally accepted accounting principles is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. We consider the accounting policies discussed below to be critical to the understanding of our financial statements. Actual results could differ from our estimates and assumptions, and any such differences could be material to our consolidated financial statements.

Investing in the Investment Assets

When we acquire an Investment Asset within the Asset Pool upon a closing of the Offering, it will be recorded on the balance sheet at cost, which is the purchase price we pay for any Investment Assets. Investment Assets may be classified as either long-lived assets or as short-term assets held for sale, depending on their nature and our expected holding period. Certain assets in the Asset Pool have an indefinite life. We will evaluate the classification of each Investment Asset in accordance with U.S. GAAP.

Contingent Liabilities

We may be subject to lawsuits, investigations and claims (some of which may involve substantial dollar amounts) that can arise out of our normal business operations. We would continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on a thorough analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because most contingencies are resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation and outcomes of similar cases through the judicial system), changes in assumptions or changes in our settlement strategy.

Income Taxes

We expect that we (including each series) will be treated as a corporation for U.S. federal income tax purposes. As a corporation, we will be subject to U.S. federal income tax at the corporate level on our taxable income. Investors will generally be taxed on dividends received from the Company, if any, and on any gain recognized upon the sale or other disposition of their securities. See “Material U.S. Federal Tax Considerations.” The Board of Managers will have the authority to act on our behalf with respect to tax audits and certain other tax matters and to make such elections under the Internal Revenue Code and other relevant tax laws as the Board of Managers deems necessary or appropriate.

Liquidity and Capital Resources of the Issuer

XChange Ventures, LLC will pay all costs associated with the acquisition of the Investment Assets within the Asset Pool and all costs of our organization and this Offering. The Company is managed directly by its Board of Managers and officers, who may from time to time receive Class A Interests and Class B Interests as compensation for their services. We will rely on the Board of Managers to manage our business in accordance with our Operating Agreement and internal governance procedures.

The Company’s original source of financing will be equity contributions from XChange Place Digital LLC. Equity contributions including those used to cover legal fees and accounting fees will be reimbursed from the proceeds of the Offering. The Company believes that it has sufficient funds available as of the date of this Offering Circular to conduct its operations and satisfy its obligations following the Offering.

The Company may engage in other business activities at the discretion of the Board of Managers outside of maintaining the Asset Pool, and the Company cannot estimate at this time what the aggregate costs and expenses associated with such activities will be, as they will depend on a variety of factors. Additionally, the Company may hold Investment Assets within the Asset Pool for a short or long period at its discretion.

Offering Costs and Expenses

The expenses associated with this Offering are estimated to be $410,539 and shall be paid by the Company from the net proceeds of the Offering. See “Use of Proceeds” of this Offering Circular for additional information on costs associated with this Offering.

MANAGEMENT

Our day-to-day operations are managed by our Board of Managers. Investment management and all decisions relating to the acquisition, disposition, and oversight of assets are the responsibility of our Board of Managers, who have sole discretion over all investment decisions.

The Board of Managers performs investment-management functions pursuant to the authority granted under our Operating Agreement.

The Board of Managers oversees and performs the following non-investment functions:

Operational and Entity-Level Responsibilities

Investment-Related Responsibilities (Board of Managers)

The Board of Managers is responsible for all investment-related activities, including:

Asset-Level Services

Transactional Services

Third Parties and Exclusivity

Pursuant to the Operating Agreement the Board of Managers may, to the extent the Board of Managers determines advisable, outsource, delegate, or coordinate the services of third-party professionals, experts, advisors, or consultants to perform any portion of the Board of Managers’ responsibilities, and all costs and expenses of such third-party services will be borne by the Company.

Members of the Board of Managers of the Company

As of the date of this Offering Circular, which assumes that the Company’s Operating Agreement is effective, the following sets forth the executive Officers and members of the Board of Managers of the Company and their positions and offices as follows:

Jason Glazer. Jason “Jay” Glazer is a sports media executive, broadcaster, author, and entrepreneur with more than two decades of experience covering the National Football League and related sports and entertainment industries. Since 2004, he has served as NFL Insider for FOX Sports’ FOX NFL Sunday, where he reports on league news, player personnel matters, injuries, coaching developments, and other NFL-related matters. During his tenure with FOX Sports, Mr. Glazer has reported on significant NFL developments, including league investigations, coaching changes, player transactions, and team personnel decisions, and was named Sports Illustrated’s Media Person of the Year in 2007. Mr. Glazer is also active in mixed martial arts, having hosted and contributed to national MMA programming and developed training programs for professional athletes. In January 2022, Mr. Glazer released Unbreakable: How I Turned My Depression and Anxiety Into Motivation and You Can Too, and he hosts Unbreakable with Jay Glazer: A Mental Wealth Podcast, which focuses on mental health and personal resilience. Mr. Glazer is also the founder or co-founder of charitable initiatives, including Merging Vets & Players, which supports former military veterans and former professional athletes, and Touchdown Dreams, which has paired NFL players and coaches with children facing serious illnesses. Jay holds a B.S. in Mass Media from Pace University, where he graduated in 1993.

Cesar Baez. Mr. Baez has more than 30 years of experience in private equity, asset management, media, and investment banking. He is the Managing Partner of SOELA Partners LLC and previously founded Centinela Capital Partners, a $1 billion private equity fund of funds. Before that, he served as Head of Strategy, Institutional Business Development, and Private Equity for Deutsche Bank Alternative Investments. From 2003 to 2005, he was the inaugural Head of Alternative Investments for the State of New Jersey Investment Division, overseeing a $72 billion defined benefit plan. From 1994 to 2001, he was a Partner and Principal at Hicks, Muse, Tate & Furst, where he co-founded the firm’s Latin America private equity initiative and served as President and Chief Executive Officer of CEI Media Holdings, a portfolio company. Mr. Baez has served on the boards of Lenox Inc., Tetherview Inc., and the Smithsonian Latino Museum Gallery and has taught alternative investments as an Adjunct Professor at Wagner College. He received the Ellis Island Medal of Honor in 2006 and holds a B.S. in Economics and Business Administration from Wagner College.

Dan Matthies. Mr. Matthies is a senior financial-technology and product executive with more than 20 years of experience building and scaling investment-operations and data platforms. He currently serves as Global Head of the Bloomberg Partnership at Clearwater Analytics, where he leads the strategy, development, and execution of a joint front-to-back investment-operations platform and oversees cross-functional product, engineering, and go-to-market initiatives. He has held prior leadership roles across fintech organizations, driving zero-to-one platform development, AI and data-infrastructure integration, and enterprise growth contributing to more than $3 billion in created enterprise value. Mr. Matthies holds an MBA from The Wharton School of the University of Pennsylvania, a B.S. in Business Finance from The College of New Jersey and has completed executive programs at the Stanford Graduate School of Business, including the Stanford Executive Program and Corporate Entrepreneurship Program. He is a Chartered Financial Analyst (CFA) and Chartered Alternative Investment Analyst (CAIA).

Significant Consultant

Pursuant to the Consultancy Agreement, the Company has appointed Xchange Place Digital LLC to act as Consultant. The Consultant will be directed by George Hall, an investment executive with more than three decades of experience in financial markets. He is the Chairman and Chief Executive Officer of XChange Place LLC, the managing member of XChange Place Digital LLC, and a co-founder of Sport-BLX Inc. Mr. Hall earned his MBA from the Wharton School of the University of Pennsylvania in 1985 and thereafter joined Citicorp’s Mortgage-Backed Securities group, where he traded residential and commercial mortgage-backed securities and later served as head of the MBS desk. From 1989 to 1991, he was a portfolio manager at Greenwich Capital Markets. In 1991, he founded Clinton Group Inc., an SEC-registered investment adviser, and served as its Chief Executive Officer through 2021. Under his leadership, the firm expanded from mortgage-focused strategies into multiple arbitrage and trading strategies across fixed income, asset-backed securities, convertible securities, credit, event-driven strategies, merger arbitrage, and equity statistical arbitrage, supported by quantitative research and operational infrastructure. At its peak, Clinton Group managed more than $5 billion in hedge fund assets and approximately $5 billion in CDO and CLO assets. Mr. Hall holds a BS from the U.S. Merchant Marine Academy.

On October 18, 2024, a civil lawsuit was filed in United States District Court in the Southern District of New York (Case No. 1:24-cv-07954 (JAV)) by certain plaintiffs against SportBLX Securities and George Hall, founder of Xchange Place Digital, the Company’s consultant alleging a violation of Section 10(b) and Rule 10b-5, fraud in the inducement, negligent misrepresentation, and breach of fiduciary duty.  SportBLX Securities and Mr. Hall filed a Motion to Dismiss with the Court as of May 2025, denying any and all claims raised in the lawsuit, and Mr. Hall intends to vigorously defend against any and all allegations by the plaintiff group in this matter if it is not dismissed.

Mr. Hall was a party to a lawsuit filed by Cypress Holdings, III, L.P. (“Cypress” or “Plaintiff”) in the Supreme Court of the State of New York, County of New York, on January 11, 2022. The action was removed to the United States District Court for the Southern District of New York on February 14, 2022, and docketed as Case No. 1:22-cv-01243 (LGS). The complaint alleged a federal securities fraud claim along with several state-law claims. The court granted summary judgment in Mr. Hall’s favor on all claims except the state-law claim for breach of the implied covenant of good faith and fair dealing. The defendants, including Mr. Hall, in turn filed their own action against Cypress and its managing partner, Michael M. Salerno, alleging federal securities fraud, common-law fraud, and breach of fiduciary duty. That action was consolidated under the Cypress case caption. Trial began in February 2026 and resulted in a split verdict finding Mr. Hall liable for breach of the implied covenant of good faith and fair dealing and finding Cypress and Mr. Salerno liable for breach of fiduciary duty. Mr. Hall has since moved for a new trial.

Limited Liability and Indemnification of the Board of Managers and Others

Our Operating Agreement limits the liability of the Board of Managers, any members of our Company, any person who is an officer of our Company and any person who serves at the request of the Board of Managers on behalf of us as an officer, member of the Board of Managers, partner, member, stockholder or employee of such person. None of the foregoing persons shall be liable to us or any other of our members for any action taken or omitted to be taken by it or by other person with respect to us in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred by the Operating Agreement, except in the case of a liability resulting from any of the foregoing person’s own actual fraud, wilful misconduct, or any intentional and material breach of our Operating Agreement. With the prior consent of the Board of Managers, any of the foregoing persons may consult with legal counsel and accountants with respect to our affairs (including interpretations of the XChange Ventures, LLC Operating Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether any of the foregoing persons acted with the requisite degree of care, such person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the members of the Board of Managers, Officers, employees, consultants, attorneys, accountants and professional advisors of our Company selected with reasonable care; provided, that no such person may rely upon such statements if it believed that such statements were materially false. The foregoing limitations on liability reduce the remedies available to the holders of the Class A Interests for actions taken which may negatively affect us.

Insofar as the foregoing provisions permit indemnification of members of the Board of Managers, Officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Term, Withdrawal and Removal of Members of the Board of Managers

Our Operating Agreement provides that each member of our Board of Managers will serve as a Manager for an indefinite term. The majority of the Board of Managers has the authority, as set forth in the Operating Agreement, to remove any Manager with “Cause” as such term is defined in the Operating Agreement. A Manager may also resign or withdraw at any time in accordance with the Operating Agreement.

Involvement in Certain Legal Proceedings

Except as disclosed herein, during the past five years, none of the Company’s executive officers, members of the Board of Managers, significant employees, or control persons has been a party to any criminal proceedings, SEC or other regulatory enforcement actions, material civil litigation, bankruptcy, receivership, insolvency, or other legal proceedings required to be disclosed under applicable securities laws, including Regulation S-K Item 103 or Regulation A. The Company is not aware of any such proceedings involving any such persons that would be material to an investment decision in the Company’s securities.

MANAGEMENT COMPENSATION

The Board of Managers will receive compensation for services relating to this Offering and the acquisition, maintenance and sale of the Investment Assets. The items of compensation are summarized below.

The following table sets forth the form of compensation and the recipient of such compensation together with the determination of the amount and the estimated amount.

Compensation of Employees

We currently have no full-time employees. Our employees will be compensated directly by the Company.

Compensation of the Board of Managers

Members of the Board of Managers are entitled to receive compensation for their service on the Board of Managers. 

Managers may receive compensation in the form of Class B Interests, as provided under our Operating Agreement in respect of their service on the Board of Managers. The Board of Managers has been designated an aggregate of 125,000 Class B Interests for potential future issuance as equity compensation for services rendered in their capacity as Managers. Any future issuance of Class B Interests to members of the Board of Managers will be subject to such vesting conditions, continued service requirements, performance milestones, or other criteria as the Board of Managers may establish from time to time in its sole discretion. Class B Interests, when and if issued, are economically subordinate to the Class A Interests and are not eligible for conversion into Class A Interests unless and until both the applicable vesting conditions and the Make-Whole Requirement (as defined in the Operating Agreement) have been satisfied.

In addition to the equity compensation described above, the Managers will be entitled to receive from time-to-time cash compensation grants from a fixed compensation pool of up to $750,000 (the “Manager Compensation Pool”). Amounts from the Compensation Pool may be paid in quarterly disbursements, and only to the extent the Company has Available Cash, as defined in the Operating Agreement, for distribution as of the time of such disbursement. The allocation of the Compensation Pool among the Managers will be determined by the Board of Managers or as otherwise provided in the Operating Agreement. No amounts from the Compensation Pool are permitted to be distributed unless and until the Company has Available Cash.

Compensation of the Consultant

The Consultant is entitled to receive compensation for the services provided to the Company in its capacity as a consultant. In connection with services provided to the Company thus far, including substantial work performed in structuring, preparing, and facilitating the submission of this Offering, the Consultant has been issued 15,000 Class A Interests as compensation as of the date of this Offering. These Class A Interests were granted in recognition of the Consultant’s contributions to the development, documentation, and execution of the offering process and related strategic advisory services.

In addition to the issuance of Class A Interests described above, the Consultant will be entitled to receive from time to time cash compensation from a pool of up to $750,000 (the “Consultant Compensation Pool”) that is separate and distinct from the Manager Compensation Pool. The Consultant’s share of the Compensation Pool will be paid in quarterly disbursements, and only to the extent the Company has Available Cash, as defined in the Operating Agreement, for distribution as of the time of such disbursement. The allocation of the Consultant’s portion of the Compensation Pool will be determined in accordance with the Operating Agreement or as otherwise established by the Board of Managers.

In addition to the 15,000 Class A Interests issued to the Consultant as described above, 125,000 Class B Interests have been issued to the Consultant as compensation for advisory services. Any future issuance of Class B Interests to the Consultant will be subject to such vesting conditions, continued service requirements, performance milestones, or other criteria as the Board of Managers may establish from time to time in its sole discretion pursuant to the Consultancy Agreement and the Operating Agreement. Class B Interests, when and if issued, are not eligible for conversion into Class A Interests unless and until both the applicable vesting conditions and the Make-Whole Requirement (as defined in the Operating Agreement) have been satisfied.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth information about the current beneficial ownership of the Company on the date of this Offering Circular, and the estimated beneficial ownership of the Class A Interests and Class B Interests after the Offering for:

As of the date of this Offering Circular, there are 15,000 Class A Interests of the Company currently issued and outstanding. The Operating Agreement for XChange Ventures, LLC authorizes two classes of membership Interests of the Company in the form of: (i) the Class A Interests and (ii) the Class B Interests.

Unless otherwise noted below, the address for each beneficial owner listed on the table is in care of our Company, 6 East 69^th Street, New York, N.Y. 10021. We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that the persons and entities named in the tables below have sole investment power with respect to all Class A Interests and Class B Interests that they beneficially own, subject to applicable community property laws.

We have presented the beneficial ownership of the Class A Interests based on the assumption that all 750,000 Class A Interests offered in this Offering will be sold.

In computing the number of Class A Interests owned after this Offering, we have assumed that the Class A Interest value at such time would be $100 per Class A Interest.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company may be subject to various conflicts of Interest arising out of the Board of Managers’ relationship with other affiliates of XChange Ventures, LLC. These conflicts are discussed below and this section is concluded with a discussion of the corporate governance measures we have adopted to mitigate some of the risks posed by these conflicts. References throughout this Offering Circular to the “Operating Agreement” refer to the Company’s Operating Agreement as amended and restated from time to time.

In addition to the compensation arrangements discussed in the section titled “Management Compensation,” the following is a description of each transaction since April 23, 2026 (our inception) and each currently proposed transaction in which:

Our Affiliates’ Interests in Other XChange Ventures, LLC Entities

General

The Officers and members of the Board of Managers who perform services for us are also Officers, members of the Board of Managers, managers, and/or key professionals of other XChange Ventures, LLC entities or affiliates. These persons have legal obligations with respect to those entities that are similar to their obligations to us. In the future, these persons and other affiliates of XChange Ventures, LLC may organize other industry-related programs and acquire for their own account assets related to the Company’s Investment Assets. In addition, XChange Ventures, LLC may grant equity Interests to certain management personnel performing services.

Consultancy Agreement

The Board of Managers has engaged the Consultant pursuant to the Consultancy Agreement to act in an advisory capacity to the Company. The Consultant is wholly owned by the Company’s founder. As compensation for services provided in connection with the structuring, preparation and facilitation of this Offering and related advisory services, the Consultant has been issued 15,000 Class A Interests and 125,000 Class B Interests. The 125,000 Class B Interests have been issued to the Consultant and are outstanding, subject to vesting conditions, and are not eligible for conversion into Class A Interests unless and until both the applicable vesting conditions and the Make-Whole Requirement have been satisfied. The Consultant is eligible to participate in distributions from the Consultant Compensation Pool, subject to the terms of the operating agreement.

DESCRIPTION OF SECURITIES

The following is a summary of the principal terms of, and is qualified by reference to, the Operating Agreement and the subscription agreements relating to the purchase of the Class A Interests offered hereby, which are attached as exhibits to the offering statement of which this offering circular forms a part. This summary is qualified in its entirety by reference to the detailed provisions of those document which should be reviewed in their entirety by each prospective investor. In the event that the provisions of this summary differ from the provisions of the Operating Agreement or the subscription agreements, as applicable, the provisions of the Operating Agreement or the subscription agreements, as applicable, shall apply. Capitalized terms used in this summary (and elsewhere in this offering circular) that are not defined herein shall have the meanings ascribed thereto in the Operating Agreement.

As of the date of this Offering Circular, there are 15,000 Class A Interests and 125,000 Class B Interests issued and outstanding, respectively. The Company’s Operating Agreement creates two classes of membership Interests of the Company: Class A membership Interests (referred to as the “Class A Interests”) and Class B membership Interests (referred to as the “Class B Interests”). We are offering up to 750,000 of our Class A Interests, for an aggregate amount of up to $75,000,000 pursuant to this Offering Circular. The termination of the Offering will occur on the earlier of: (i) the date that the subscriptions for the Class A Interests offered hereby total $75,000,000, (ii) the date that is the second anniversary of the qualification of this Offering Statement or (iii) a date determined by the Board of Managers in its discretion. The following description of the Interests is based upon our Certificate of Formation, the XChange Ventures, LLC Operating Agreement, and applicable provisions of law, in each case as in effect prior to the qualification of this Offering Statement. The following summary of certain material provisions of our Operating Agreement does not purport to be complete and is qualified in its entirety by reference to our Certificate of Formation and Operating Agreement, each of which is filed as an exhibit to this Offering Circular. References to “Interests” refer collectively to the Class A Interests and Class B Interests, and references to the “Operating Agreement” refer to the Operating Agreement of XChange Ventures, LLC, as amended from time to time, the form of which is filed as Exhibit 2.3.

Membership Interests

We were formed as a Delaware series limited liability company on April 23, 2026, in order to acquire the Investment Assets. Investors purchasing Class A Interests in this Offering are acquiring membership interests in XChange Ventures, LLC, the master limited liability company. A purchaser of Class A Interests does not acquire, and does not receive any direct ownership of, legal title to, or a security interest in, any specific Investment Asset, any identified subset of Investment Assets, or any particular series of the Company. The Class A Interests are intended to provide the holder with indirect economic exposure to the Company’s diversified Asset Pool as a whole, and any economic return to a holder of Class A Interests depends on the overall performance of the Company and its Asset Pool generally rather than on the performance of any single Investment Asset or any individual series. Upon purchase, each investor is admitted as a member of the Company and becomes bound by the provisions of the Operating Agreement. Following our formation, the Consultant was issued 15,000 Class A Interests. Pursuant to our Operating Agreement we may not issue any additional Class A Interests after the consummation of this Offering, other than as described in this Offering Circular, including the Class A Interests that may be issued upon conversion of the Class B Interests.

Organization and Duration

We were formed on April 23, 2026, as a Delaware series limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”). We will remain in existence unless we are liquidated in accordance with the Operating Agreement.

Purpose and Powers

Under the Operating Agreement, we are permitted to engage in such activities as determined by the Board of Managers that lawfully may be conducted by a limited liability company organized under Delaware law and, in connection therewith, to exercise all of the rights and powers conferred upon us and the Board of Managers pursuant to the agreement relating to such business activity, provided that the Board of Managers shall not approve certain actions referred to as “Major Decisions,” specifically (i) any merger, acquisition, or consolidation, conversion or division of the Company or (ii) to the fullest extent permitted by applicable law, the dissolution of the Company, without obtaining the prior written approval or affirmative vote of Members holding a majority of the Voting Interests as set forth in Section 2.8(c) of the Operating Agreement.

Board of Managers and its Powers

We are a manager-managed limited liability company as set forth in Section 401 and Section 101 of the Act. Our Operating Agreement appoints the Board of Managers of the Company.

Pursuant to the Operating Agreement to become effective, the Board of Managers shall have full authority in their discretion to exercise, on our behalf and in our name of the Company, all rights and powers of a “manager” of a limited liability company under the Act necessary or convenient to carry out our purposes. Any person not a party to our Operating Agreement dealing with us will be entitled to rely conclusively upon the power and authority of the Board of Managers to act for us in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of us and in our name.

Subject to Chapter 18 of Subtitle II of Title 6 of the Delaware Code, referred to as the Act, as amended from time to time, and any successor thereto (the “Delaware Act”), the Board of Managers has exclusive voting authority over significant corporate actions, amendments to the Company’s Operating Agreement; the issuance of additional interests and the incurrence of debt for borrowed money; approval of material business activities outside the ordinary course; and any other matters expressly reserved to the Board under the Operating Agreement, provided that Major Decisions require the affirmative vote of Members holding a majority of the Voting Interests under the Operating Agreement.

Any member of the Board of Managers may be removed and replaced by a majority of the Board of Managers with “Cause” as such term is defined in our Operating Agreement.

Classes of Ownership

Class A Interests. The Class A Interests being offered in this Offering which will represent in the aggregate approximately 98.04% of our members’ capital assuming that at least 750,000 Class A Interests are sold in this Offering. Assuming the foregoing, there will be at least 765,000 Class A Interests outstanding upon a closing of the Offering and the number of additional Class A Interests that may be issued by our Company following the Offering (subject to issuances pursuant to stock-splits, recapitalizations or similar transactions) is limited to Interests issuable upon conversion of the Class B Interests.

Class B Interests. The Class B Interests will automatically convert into Class A Interests upon the occurrence of certain events and milestones as set by the Board of Managers from time to time.

Agreement to be Bound by the Operating Agreement

By purchasing Class A Interests, you will be admitted as a member of our Company and will be bound by the provisions of and deemed to be a party to the Operating Agreement. Pursuant to the Operating Agreement, each holder of Class A Interests or Class B Interests and each person who acquires a Class A Interest or Class B Interest from a holder must agree to be bound by the terms and conditions of the Operating Agreement.

Member Voting

Holders of Class A Interests and Class B Interests have no general voting rights with respect to the management or operations of the Company, and no holder of Class A Interests shall be entitled to vote on any matter, except as expressly set forth below with respect to Major Decisions.

Except as expressly set forth below with respect to Major Decisions, no voting interests are allocated to or exercisable by holders of Class A Interests or Class B Interests, and no quorum, majority or other member-level voting threshold applies to any action of the Company. Subject to the Act and except as set forth below, all matters reserved to the Board of Managers under the Operating Agreement, including amendments to the Operating Agreement, the issuance of additional interests, the incurrence of indebtedness for borrowed money and the approval of material activities outside the ordinary course of business, shall be determined exclusively by the Board of Managers without any vote, approval or consent of the members.

Notwithstanding the foregoing, pursuant to the Operating Agreement, the Board of Managers shall not approve the following actions, referred to as “Major Decisions,” without the prior written approval or affirmative vote of Members holding a majority of the Voting Interests: (i) any merger, acquisition, or consolidation, conversion or division of the Company; or (ii) to the fullest extent permitted by applicable law, the dissolution of the Company. For purposes of any vote on Major Decisions, any Interests Beneficially Owned by the Initial Member or any Affiliate of the Initial Member shall not be entitled to vote and shall not be considered in determining the total number of votes available or required. Except with respect to Major Decisions, no vote, consent, approval, or other action of the members shall be required or permitted with respect to any matter.

Whenever holders of Class A Interests are required or entitled to vote on any matter, that vote may be taken at a meeting or via written consent in lieu of a meeting.

The Company shall provide holders of voting interests with not less than five (5) nor more than sixty (60) days’ prior notice of any meeting, and any action subject to a vote of holders of voting interests at a meeting shall require a quorum, in the form of votes actually cast (whether in person or by proxy), from at least a majority of the voting interests eligible to vote on such matter or such higher percentage as may be required for such action. At any meeting or on any matter that is to be voted on or consented to by holders of voting interests, the then-holders of our voting interests may vote in person or by proxy, and such vote may be made, and a proxy may be granted, in writing, by means of electronic transmission or as otherwise permitted by applicable law.

We have elected to be governed by paragraphs (b), (c), (d), and (e) of Section 212 of the Delaware General Corporation Law (the “DGCL”) and other applicable provisions of the DGCL, as though we were a Delaware corporation and as though holders of our voting interests were members of a Delaware corporation. Such sections generally regulate proxies for any voting purposes. In the event that we become subject to Regulation 14A under the Exchange Act, pursuant to and subject to the provisions of Rule 14a-16 under the Exchange Act, we may, but are not required to, utilize a Notice of Internet Availability of Proxy Materials, as described in that rule, in conjunction with proxy material posted to an Internet site, in order to furnish any proxy or related material to holders of voting interests pursuant to Regulation 14A under the Exchange Act. We currently intend to utilize the XChange Place Platform to the extent possible for meetings of, and votes of, our members.

Member Distributions.

Distributions, if any, will only be made from “Available Cash”, defined, with respect to the Company or any applicable Series, the gross cash receipts of the Company or such Series from operations, less the sum of: (i) payments of principal, interest, charges and fees pertaining to any of the indebtedness of the Company or such Series; (ii) costs and expenses, including without limitation offering costs, incurred in the conduct of the business of the Company or such Series; and (iii) amounts reserved to meet the reasonable needs of the business of the Company or such Series, as applicable. There can be no assurance as to the timing of any distribution or that any distribution will be paid at all. Any decision to make a distribution will be at the sole discretion of the Board of Managers, taking into account the Company’s then current financial condition and such other factors as the Board of Managers deems relevant, and no distribution will be made unless sufficient Available Cash exists at the time of such determination.

There can be no assurance as to the timing of a distribution or that we will pay a distribution at all. There are no contractual restrictions on our ability to declare or pay dividends and if any are to be paid in the future, such decision will be at the discretion of the Board of Managers and will depend on our then current financial condition and other factors deemed relevant by the Board of Managers.

Limited Liability

The liability of each member of our Company shall be limited as provided in the Act and as set forth in the Operating Agreement.

The Act provides that a member of a Delaware limited liability company who receives a distribution from such company and knew at the time of the distribution that the distribution was in violation of the Act shall be liable to the Company for the distribution for three years. Under the Act, a limited liability company may not make a distribution to a member if, after the distribution, all liabilities of the Company, other than liabilities to members on account of their Class A Interests and liabilities for which the recourse of creditors is limited to specific property of the company, would exceed the fair value of the assets of the Company. The fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the Act, an assignee who becomes a substituted member of a company is liable for the obligations of his assignor to make contributions to the Company, except the assignee is not obligated for liabilities unknown to him at the time the assignee became a member and that could not be ascertained from the Operating Agreement.

Exculpation and Indemnification of the Board of Managers and Others

Subject to certain limitations, our Operating Agreement limits the liability of each member of the Board of Managers and its affiliates, any of our members, any person who is our officer and any person who serves at the request of the Board of Managers on behalf of us as an officer, member of the Board of Managers, independent representative, partner, member, stockholder or employee of such person (referred to together as the “Protected Persons” or in the singular as the “Protected Person”).

Exculpation

No Protected Person shall be liable to us or any other member of our Company for any action taken or omitted to be taken by it or by other person with respect to us in good faith on behalf of the Company or any Series and in a manner reasonably believed to be within the scope of the authority conferred by the Operating Agreement, except in the case of a liability resulting from such Protected Person’s own actual fraud, willful misconduct, or any intentional and material breach of our Operating Agreement. With the prior consent of the Board of Managers, any Protected Person may consult with legal counsel and accountants with respect to our affairs (including interpretations of our Operating Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the members of the Board of Managers, Officers, employees, consultants, attorneys, accountants and professional advisors of our Company selected with reasonable care; provided, that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

Indemnification

To the fullest extent permitted by law, we will indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under the Operating Agreement, and any amounts expended in respect of settlements of any claims approved by the Board of Managers (collectively referred to herein as the “Liabilities”), to which any Protected Person may become subject:

unless such Liability results from such Protected Person’s own actual fraud, willful misconduct, or intentional and material breach of our Operating Agreement.

Any indemnification provided under our Operating Agreement is limited thereunder to the extent of our assets only. Further, insofar as the foregoing provisions permit indemnification of members of the Board of Managers, Officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Reimbursement of Expenses

We will reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to our Operating Agreement and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of our Operating Agreement; provided, that such Protected Person executes a written undertaking to repay us for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by our Operating Agreement.

Amendment of Our Operating Agreement

Amendments to our Operating Agreement may be proposed only by or with the consent of the Board of Managers. The Board of Managers does not need consent of voting interests to amend the Operating Agreement in any instance, including: (i) to evidence the joinder of a new member of the Company; (ii) in connection with the transfer of interests by members; (iii) as otherwise required to reflect capital contributions, distributions and similar actions; (iv) to reflect the naming of new managers, Officers or replacement of Officers of the Company; (v) any change the Board of Managers deems necessary or appropriate to enable trading of membership Interests, provided that any such amendment to enable secondary trading shall be made only in compliance with applicable securities laws, including, as applicable, Regulation ATS and Section 15 of the Exchange Act; and (vi) to comply with any applicable law, including, without limitation, any securities law or tax law, whether currently in place or promulgated in the future.

Termination and Dissolution

We will continue as a limited liability company until terminated under the Operating Agreement. We will commence winding up upon the first to occur of the following (the “Dissolution Event”):

The Dissolution Event shall be effective on the day on which such event occurs and immediately thereafter we will commence its winding up during which our affairs shall be wound up in accordance with the terms of Operating Agreement.

Books and Reports

We are required to keep appropriate books of our business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”). For financial reporting purposes and federal income tax purposes, our fiscal year and its tax year are the calendar year.

Term and Removal of Members of the Board of Managers

Our Operating Agreement provides that each member of our Board of Managers will serve as a Manager for an indefinite term. The majority of the Board of Managers has the authority, as set forth in the Operating Agreement, to remove any Manager with “Cause” as such term is defined in the Operating Agreement. A Manager may also resign or withdraw at any time in accordance with the Operating Agreement.

Anti-Takeover Effects under Delaware Law

We are a limited liability company organized under Delaware law. Some provisions of Delaware law may delay or prevent a transaction that would cause a change in our control. Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested members in certain situations, does not apply to limited liability companies unless they elect to utilize it. Our Operating Agreement does not currently elect to have Section 203 of the Delaware General Corporation Law apply to us. In general, this statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested member for a period of three years after the date of the transaction by which that person became an interested member, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested member, and an interested member is a person who, together with affiliates and associates, owns, or within three years prior did own, 15% or more of voting Class A Interests. The Board of Managers may elect to amend the Operating Agreement at any time to have Section 203 apply to the Company.

Transfer Agent

We have engaged Colonial Stock Transfer Company, Inc. to be our transfer agent and registrar for the Class A Interests (“CSTC”). CSTC’s address is at 7840 S 700 E Sandy, Utah 84070 and its telephone number is +1-801-355-5740.

Forum-Selection Provisions under Our Subscription Agreement

By purchasing Class A Interests in this Offering, investors agree to be bound by the forum-selection provisions contained in Section 11.2 of our subscription agreement, which provide that the exclusive venue for resolving disputes relating to or arising out of the subscription agreement, the Class A Interests, and/or the activities or relationships connected to the foregoing is the state courts of New York or the United States District Court for the Southern District of New York. Please note that these forum-selection provisions do not apply to claims made under the federal securities laws, and no rights, jurisdiction, venue, or forum protections under those laws are waived. Such provisions may limit an investor’s ability to bring claims in other jurisdictions or seek remedies in courts outside New York for matters subject to the clause. If invoked, the forum-selection requirement obligates the parties to litigate in New York, NY in accordance with New York law. The subscription agreement requires both the Company and an investor to bring any covered claim exclusively in the designated New York courts. While not restricting federal securities law claims, these provisions may increase the cost and inconvenience for individual investors who wish to pursue claims against the Company.

INTERESTS ELIGIBLE FOR FUTURE SALE

Interests Eligible for Future Sale

Prior to this Offering, there has been no public or private market for the Class A Interests, and we cannot predict the effect, if any, that market sales of the Class A Interests or the availability of Class A Interests for sale will have on the market price of the Class A Interests prevailing from time to time.

Upon the termination of this Offering, up to 765,000 Class A Interests will be outstanding if this Offering is fully subscribed, and 125,000 Class B Interests will be issued and outstanding having been issued to the Consultant, and a further 125,000 Class B Interests will have been reserved for future issuance to the Board of Managers. Accordingly, a failure to sell all of the Class A Interests in this Offering will have an impact on the post-termination capitalization of the Company. Accordingly, at the termination of this Offering occurs, the aggregate number of Class A Interests will be outstanding will differ depending on whether or not this Offering is fully subscribed.

All of the Class A Interests sold in this Offering will be freely tradable under federal securities laws unless issued to our affiliates as set forth above. Any Class A Interests or Class B Interests owned or acquired by our affiliates may be sold in private transactions that are exempt from the registration requirements of the Securities Act or pursuant to Rule 144. Class A Interests sold by members in private transactions that are exempt from the registration requirements of the Securities Act will bear a restrictive legend and will be subject to further transfer restrictions for one year from the time such Class A Interests and Class B Interests, as applicable, are acquired from the Consultant by a non-affiliate.

Rule 144

In general, under Rule 144 as currently in effect, if and when a trading market exists, selling interest holders will be entitled to sell a number of Class A Interests that does not exceed the greater of:

Sales under Rule 144 by our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. If the Consultant sells its Class A Interests in private transactions that are exempt from the registration requirements of the Securities Act to a non-affiliate other than pursuant to Rule 144, such non-affiliate will be able to sell such Class A Interests pursuant to Rule 144 after one year has elapsed from the time such Class A Interests were acquired from the Consultant and such sales shall not be subject to the volume restrictions set forth above.

We are unable to estimate the number of Class A Interests that will be sold under Rule 144 or the timing of such sales, since this will depend on the market price for the Class A Interests, the personal circumstances of the sellers and other factors. Prior to the Offering, there has been no public market for the Class A Interests, and there can be no assurance that a significant, or any, public market for the Class A Interests will develop or be sustained after the Offering. Any future sale of substantial amounts of the Class A Interests in the open market may adversely affect the market price of the Class A Interests offered by this Offering Circular.

MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

The following is a discussion of material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Class A Interests by Holders (as defined below) as of the date hereof. For purposes of this section, under the heading “Material U.S. Federal Tax Considerations,” references to “the Company,” “we,” “our,” and “us” refer only to XChange Ventures, LLC and not its subsidiaries. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated or proposed thereunder, and all administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretation. We have not sought any ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This discussion is limited to U.S. Holders (defined below) that hold Interests as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all of the tax considerations that may be relevant to specific Holders in light of their particular circumstances or to Holders subject to special treatment under U.S. federal income tax law (including, without limitation, banks, insurance companies, dealers in securities or other Holders that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States or Holders that hold our Class A Interests as part of a straddle, hedge, conversion or other integrated transaction) or U.S. Holders that have a “functional currency” other than the U.S. dollar. This discussion does not address any U.S. state or local or non-U.S. tax considerations, any other U.S. federal tax laws, such as estate and gift tax laws, Medicare contribution tax on net investment income or alternative minimum tax considerations. Prospective investors are urged to consult their tax advisors regarding the purchase, ownership and disposition of our Class A Interests with respect to their particular tax situations, including, in the case of prospective Holders subject to special treatment under U.S. federal income tax laws, with reference to any special issues that the purchase, ownership and disposition of our Class A Interests may raise for such persons. The activities of a Holder unrelated to such Holder’s status as a member of the Company may affect the tax consequences to such Holder of an investment in the Company.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of a Class A Interest that, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the United States, (ii) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (y) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person. As used in this discussion, the term “Holder” means a U.S. Holder.

If an entity treated as a partnership for U.S. federal income tax purposes invests in our Class A Interests, the U.S. federal income tax considerations relating to such investment will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners relating to the purchase, ownership and disposition of our Class A Interests.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PERSONS CONSIDERING AN INVESTMENT IN OUR INTERESTS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR INTERESTS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Taxation of Our Company

Taxation of XChange Ventures, LLC. The IRS proposed regulations that would treat each series within a series LLC as a separate entity for federal income tax purposes. The proposed regulations allow each series to separately determine its tax classification. As a result, each series would be classified by default as a partnership if it has more than one member, as a disregarded entity if it has only one member, or, in either case, could elect to be taxed as a corporation by filing an IRS Form 8832. The proposed regulations apply to series created by “series organizations” pursuant to “series statutes.” The fact that the IRS has not finalized these regulations adds an element of uncertainty to the use of series LLCs. We intend to file an IRS Form 8832 for each series to elect to be classified as an association taxable as a corporation and not as a partnership or disregarded entity for U.S. federal income tax purposes. This Offering Circular assumes we (including each series) will be classified as an association taxable as a corporation for U.S. federal income tax purposes. As corporations for U.S. federal income tax purposes, each series of interests will be taxed at regular corporate income tax rates on its worldwide income before making any distributions to Holders as described below.

Taxation of U.S. Holders

Treatment of Distributions. Distributions of cash or other property generally will be treated as a dividend for U.S. federal income tax purposes to the extent of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent the amount of such distribution exceeds such current and accumulated earnings and profits, it generally will be treated first as a non-taxable return of capital to the extent of a U.S. Holder’s adjusted tax basis and then as capital gain.

Sale or Other Taxable Disposition. Upon the sale or other taxable disposition of an Interest, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized by the U.S. Holder and the U.S. Holder’s adjusted tax basis in such Interest. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for such Interest is longer than one year. Non-corporate U.S. Holders may be eligible for preferential tax rates on long-term capital gains. The deductibility of capital losses is subject to limitations.

Information Reporting and Withholding. If we determine withholding is required with respect to a distribution or payment, we will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding.

Dividends made to a U.S. Holder may be subject to backup withholding, unless such U.S. Holder establishes an exemption. In addition, proceeds from the sale or other taxable disposition of Interests within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding if such U.S. Holder establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Holder’s U.S. federal income tax liability if the required information is furnished by such Holder on a timely basis to the IRS.

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Withholding will not apply to a U.S. Holder that timely provides a valid IRS Form W-9.

LEGAL MATTERS

The validity of the securities offered by this Offering Circular will be passed upon for us by Greenberg Traurig, P.A., 333 S.E. 2nd Avenue, Suite 4400, Miami Florida, 33131.

EXPERTS

Our audited financial statements included in this Offering Circular have been audited by Alice.CPA LLC, an independent auditor, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

APPOINTMENT OF AUDITOR

The Company appointed Alice.CPA LLC as our independent public accounting firm. Alice.CPA LLC has audited our financial statements from the period of inception through June 30, 2026 which has been included in this Offering Circular.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC under Regulation A of the Securities Act with respect to the Class A Interests offered by this Offering Circular. This offering circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.

We also maintain a website at the website address of XChange Ventures, LLC located at https://xchangeventures.io. After the completion of this Offering, you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this Offering Circular and the inclusion of our website address in this Offering Circular is an inactive textual reference only.

After the completion of this Tier II, Regulation A offering, we intend to become subject to the information and periodic reporting requirements of the Exchange Act. If we become subject to the reporting requirements of the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and on the SEC’s website referred to above. Until we become or never become subject to the reporting requirements of the Exchange Act, we will furnish the following reports, statements, and tax information to each holder of Class A Interests:

XChange Ventures, LLC

(a Delaware Limited Liability Company)

Audited Financial Statements

For the interim period ended June 30, 2026

Audited by

Alice.CPA LLC

A New Jersey CPA Company

Financial Statements

XChange Ventures, LLC

Table of Contents

Independent Auditor’s Report

August 6, 2026

To the Prospective Investors and Shareholders of XChange Ventures LLC

New York, New York

Report on the Audit of the Interim Financial Statements

Opinion

We have audited the interim financial statements of XChange Ventures LLC (the “Company”), which comprise the balance sheet for the interim period ended June 30, 2026, and the related statements of operations, changes in members’ equity, and cash flows for the short period then ended, and the related notes to the interim financial statements.

In our opinion, the accompanying interim financial statements present fairly, in all material respects, the financial position of XChange Ventures LLC for the interim period ended June 30, 2026, and the results of its operations and its cash flows for the date then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of XChange Ventures LLC in accordance with the relevant ethical requirements relating to our audit and have fulfilled our other ethical responsibilities in accordance with these requirements. 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 Interim Financial Statements

Management is responsible for the preparation and fair presentation of these 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 for one year after the date the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Interim Financial Statements

Our objectives are to obtain reasonable assurance about whether the interim 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 GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these financial statements.

As part of an audit in accordance with GAAS, we:

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

/s/ Alice.CPA LLC

Alice.CPA LLC

Robbinsville, New Jersey

August 6, 2026

XCHANGE VENTURES, LLC

BALANCE SHEET

As of June 30, 2026

(Audited)

The accompanying footnotes are an integral part of these financial statements.

XCHANGE VENTURES, LLC

STATEMENT OF OPERATIONS

For the Interim Period April 23, 2026 (date of inception) to June 30, 2026

(Audited)

The accompanying footnotes are an integral part of these financial statements.

XCHANGE VENTURES, LLC

STATEMENT OF CHANGES IN MEMBER’S EQUITY

For the Interim Period April 23, 2026 (date of inception) to June 30, 2026

(Audited)

The accompanying footnotes are an integral part of these financial statements.

XCHANGE VENTURES, LLC

STATEMENT OF CASH FLOWS

For the Interim Period April 23, 2026 (date of inception) to June 30, 2026

(Audited)

The accompanying footnotes are an integral part of these financial statements.

XCHANGE VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

For the Interim Period Ended June 30, 2026

(Audited)

NOTE 1 – NATURE OF OPERATIONS

XChange Ventures, LLC (which may be referred to as the “Company,” “we,” “us,” or “our”) was formed in Delaware on April 23, 2026. The accompanying financial statements have been prepared for the period from April 23, 2026 (date of inception) through June 30, 2026.

The Company is established to acquire and manage a diversified portfolio of real-world assets spanning sports, entertainment, real estate, fine art, alternative investments, and collectibles.

As of June 30, 2026, the Company had not begun operations and will likely incur losses prior to generating positive retained earnings. These matters raise substantial concern about the Company’s ability to continue as a going concern (see Note 6). During the next twelve months, the Company intends to fund its operations with proceeds from a Regulation A offering to raise capital and funds from revenue-producing activities. If the Company cannot secure additional short-term capital, it may cease operations. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared using the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Fiscal Year-End

The Company’s fiscal year ends on December 31st. These financial statements cover the inception date of April 23, 2026 through June 30, 2026.

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. Actual results could differ from those estimates. It is reasonably possible that changes in estimates will occur in the near term.

Risks and Uncertainties

The Company has a limited operating history. The Company’s business and operations are sensitive to general business and economic conditions in the United States. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company’s financial condition and the results of its operations.

XCHANGE VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

For the Interim Period Ended June 30, 2026

(Audited)

Cash

Cash consists of funds held in the Company’s checking and savings account. These balances are carried at face value, which approximates fair value due to their short-term nature. As of June 30, 2026, the Company does not yet have any cash in bank.

Accounts Payable

As of June 30, 2026, accounts payable is classified as a current liability in the accompanying financial statements. These balances represent obligations to vendors and service providers for goods and services received in the ordinary course of business, as well as amounts due to a related party for services paid on behalf of the Company.

Accounts payable are recorded at cost, which approximates fair value due to their short-term nature, and are typically settled within the agreed payment terms. Management evaluates outstanding balances regularly and considers all amounts to be fully payable within the normal operating cycle.

Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

As of June 30, 2026, the carrying amounts of the Company’s financial liabilities approximate their fair value, and no assets required fair value measurement at that date.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, performance has occurred, the fee for the arrangement is fixed or determinable and collectability is reasonably assured. As of June 30, 2026, the Company had not begun recognizing sales.

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

XCHANGE VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

For the Interim Period Ended June 30, 2026

(Audited)

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will be realized.

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material uncertain tax positions.

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

NOTE 3 – RELATED PARTY TRANSACTIONS

During the reporting period from April 23, 2026 (date of inception) through June 30, 2026, the Company’s founder, a related party, routinely paid operating expenses on behalf of the Company. These payments included formation costs, legal services, accounting services, and other operating expenses incurred in connection with establishing and supporting the Company’s operations.

Amounts paid by the founder on behalf of the Company are recorded at cost, which approximates fair value, and are separately presented as Accounts Payable – Related Party in the accompanying balance sheet until reimbursed or otherwise settled. Management evaluates these balances regularly and considers all amounts to be fully payable within the agreed settlement terms.

NOTE 4 – MEMBERS’ EQUITY

As of June 30, 2026, the Company had not commenced equity-related transactions. No membership units have been issued, and no capital contributions or capital contribution receivables have been made or recorded.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company has executed a letter of intent in connection with the proposed acquisition of U.S. Treasury STRIPS and/or zero-coupon bonds, with an initial maturity of three months.

The Company is not currently involved with and does not know of any pending or threatening litigation against the Company as of June 30, 2026.

XCHANGE VENTURES, LLC

NOTES TO THE FINANCIAL STATEMENTS

For the Interim Period Ended June 30, 2026

(Audited)

NOTE 6 – GOING CONCERN

These financial statements are prepared on a going concern basis. The Company’s ability to continue is dependent upon management’s plan to raise additional funds through the Regulation A offering, capital contributions from Members, and the ability to achieve profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.

NOTE 7 – SUBSEQUENT EVENTS

The Company intends to enter into a consulting agreement with XChange Place Digital LLC (“Consultant”), a related party under common ownership, wholly owned by the Company’s founder. The Consultant will provide investment evaluation, research, due diligence, market analysis, transaction support, portfolio monitoring, and strategic advisory services. Compensation includes both equity and cash components, consisting of 15,000 Class A Interests and 125,000 Class B Interests (25,000 of which vest immediately), as well as participation in a $750,000 compensation pool (“Consultant Compensation Pool”). Distributions from the Consultant Compensation Pool may be made quarterly, subject to available cash and allocation provisions under the operating agreement.

The Company plans to issue 125,000 Class B Interests to the Board of Managers (60,000 of which vest immediately) as equity compensation for services rendered. The Class B Interests granted to the Board of Managers are subject to vesting and will accrue value only after Class A investors have been repaid, including the stipulated rate of return. The Board of Managers will also participate in a $750,000 compensation pool (“Manager Compensation Pool”). Distributions from the Manager Compensation Pool may be made quarterly, subject to available cash and allocation provisions under the operating agreement.

Additionally, on July 21, 2026, the Company executed an agreement with Andes Capital Group LLC to serve as its Broker-Dealer.

Management’s Evaluation

Management has evaluated subsequent events through August 6, 2026, the date the financial statements were available to be issued. Based on this evaluation, no material events were identified that require adjustment or disclosure in the financial statements.

PART III – EXHIBITS

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Regulation A, the registrant has duly caused this Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 23, 2026.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cesar Baez as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstituting, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including all pre-qualification and post-qualification amendments) to this Form 1-A offering statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of Regulation A, this Form 1-A has been signed by the following persons in the capacities indicated on September 23, 2026.

Exhibit 2.1

 CERTIFICATE OF FORMATION

OF

XChange Ventures LLC

FIRST: The name of the limited liability company is: XChange Ventures LLC

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

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

Exhibit 2.2

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

XCHANGE VENTURES, LLC

This Amended and Restated Certificate of Formation of XChange Ventures, LLC (the “Company”) is being filed by the undersigned authorized person under the Delaware Limited Liability Company Act, 6 Del. C. § 18-208. (the “Act”).

The name of the limited liability company is XChange Ventures, LLC. The original Certificate of Formation was filed with the Delaware Secretary of State on April 23, 2026, and was duly executed and filed in accordance with Section 18-208 of the Act.

The Certificate of Formation is hereby amended and restated in its entirety to read as follows:

1. Name. The name of the limited liability company formed hereby is XChange Ventures, LLC.

2. Registered Office. The address of the registered office of the Company in the State of Delaware is Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, County of Sussex, Delaware 19958.

3. Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware, required to be maintained by Section 18-104 of the Act, are Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, County of Sussex, Delaware 19958.

4. Series Limited Liability Company. The Company is a series limited liability company. Separate and distinct records shall be maintained for each such series and the assets associated with each such series shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Company, or any other series thereof. Notice is hereby given that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Company generally or any other series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable against the assets of such series.

IN WITNESS WHEREOF, the undersigned authorized person has executed this Amended and Restated Certificate of Formation in accordance with Section 18-204 of the Act.

[Signature page to follow]

Exhibit 2.3

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
XCHANGE VENTURES, LLC
August 12, 2026

Table of Contents

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF

XCHANGE VENTURES, LLC

This Limited Liability Company Operating Agreement (this “Agreement”) of XChange Ventures, LLC, a Delaware limited liability company (the “Company”), is dated as of August 12, 2026, and is entered into by and between Xchange Place Digital LLC, as its sole initial Member (the “Initial Member”) and the Company through its undersigned authorized representative (the “Manager”).

R E C I T A L S:

A. The Company has heretofore been formed as a limited liability company under the Delaware Act (as defined below) pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware on April 23, 2026 as amended on May 6, 2026.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Initial Member hereby enter into this Agreement and agree as follows:

Article 1 - GENERAL PROVISIONS

1.1 Definitions. For the purpose of this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For the purposes of this definition, the term “controls,” “is controlled by” or “under common control with” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or otherwise. No Member shall be deemed to be an “Affiliate” of the Company or any Series solely by reason of being a Member of the Company or such Series.

“Agreement” has the meaning set forth in the preamble.

“Asset Pool” has the meaning set forth in Section ‎1.7.

“Available Cash” means with respect to the Company or any Series, the gross cash receipts of the Company or such Series from operations, less the sum of: (1) payments of principal, interest, charges and fees pertaining to any of the indebtedness of the Company or such Series; (2) costs and expenses including without limitation, offering costs, incurred in the conduct of the business of the Company or such Series; and (3) amounts reserved to meet the reasonable needs of the business of the Company or such Series, as applicable.

“Beneficial Owner” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or has an interest in: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings. Notwithstanding the foregoing, any determination as to whether a Person is a “Beneficial Owner” shall be determined in accordance with Section 13d-3(a) of the Securities Exchange Act, as amended. If such Person would be deemed a Beneficial Owner pursuant to Section 13, such Person shall be deemed a Beneficial Owner for purposes of this Agreement and, conversely, if such Person would not be deemed a Beneficial Owner pursuant to Section 13, such Person shall not be deemed a Beneficial Owner for purposes of this Agreement.

“Board” has the meaning set forth in Section ‎2.1(a).

“Capital Contribution” means, with respect to each Member, the amount of cash or the Fair Value of any property contributed or deemed to be contributed by such Member, if any, to the capital of the Company or the applicable Series from time to time pursuant to Section ‎3.1.

“Cause” has the meaning set forth in Section ‎2.9.

“Certificate” means a certificate (i) in global form in accordance with the rules and regulations of the Depositary or (ii) in such other form as may be adopted by the Managers, issued by the Company evidencing ownership of one or more Interests.

“Class A Member” means a Member of the Company holding one or more Class A Interests.

“Class A Interests” shall have the meaning ascribed to it in Section ‎2.4(a).

“Class B Member” means a Member of the Company holding one or more Class B Interests.

“Class B Interests” has the meaning set forth in Section ‎2.4(a).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commission” means the United States Securities and Exchange Commission.

“Company” has the meaning set forth in the preamble.

“Consultant” means XChange Place Digital LLC.

“Consultancy Agreement” means that certain consultancy agreement between the Consultant and the Company as at or around the date hereof.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time, and any successor thereto.

“Depositary” means, with respect to any Interests issued in global form, The Depository Trust Company and its successors and permitted assigns.

“DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Dissolution Event” has the meaning set forth in Section ‎6.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“Fair Value” means, with respect to securities or any other assets, other than cash, the fair market value determined by the Managers.

“Fiscal Year” means each fiscal year of the Company or the applicable Series (or portion thereof), which shall end on December 31.

“Formation Date” has the meaning set forth in Section 8.16.

“Independent Manager” means a Manager not employed by the Company or its Affiliates.

“Initial Member” has the meaning set forth in the introductory paragraph. The Initial Member is the Consultant.

“Initial Pool” has the meaning set forth in Section ‎1.7(a).

“Interest” means a limited liability company interest in the Company or any Series, as applicable.

“Investment Asset” has the meaning set forth in Section ‎1.7(a).

“Involuntary Transfer” shall mean any Transfer of Interests, or proposed Transfer of Interests, (i) in the case of a Member who is a natural person, upon such Member’s death or the entry by a court of competent jurisdiction adjudicating such Member incompetent to manage such Member’s person or such Member’s property; (ii) in the case of a Member that is a trust, the termination of the trust, (iii) in the case of a Member that is a partnership, the dissolution and commencement of winding up of the partnership; (iv) in the case of a Member that is an estate, the distribution by the fiduciary of the estate’s interest in the Company or the applicable Series; and (v) in the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter.

“Letter of Intent” has the meaning set forth in Section ‎1.7(a).

“Liabilities” has the meaning set forth in Section ‎4.2(b).

“Liquidating Trustee” has the meaning set forth in Section ‎6.2(a).

“Manager” has the meaning set forth in Section ‎2.1.

“Manager Compensation Pool” means the compensation pool of up to $750,000 set by the Board in its sole discretion which can be amended or otherwise modified from time to time, which distributions will be made to the Managers provided the Company has Available Cash.

“Maximum Permitted Conversion” has the meaning set forth in Section ‎‎‎2.4(e).

“Member” means, with respect to the Company or any Series, the Person(s) executing this Agreement or a counterpart signature page or joinder thereto as a member of the Company, the applicable Series Designation or a counterpart signature page or joinder thereto as a member of such Series, any other Person hereafter admitted to the Company as an additional member or Substituted Member of the Company as provided in this Agreement and any other Person hereafter admitted to any Series as an additional or Substituted Member of such Series as provided in this Agreement and/or the applicable Series Designation, as the case may be, in such Person’s capacity as a Member of the Company or such Series, as applicable.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act or any successor thereto.

“Offering” means the offering of Interests in the Company or any Series for sale to the public pursuant to Regulation A under the Securities Act of 1933, as amended (the “Act”) or, in any replacement offering of Interests, as determined by the Board in the event such Offering shall not proceed for any reason.

“Officers” has the meaning set forth in Section ‎2.2.

“Person” means an individual, a corporation, a company, a voluntary association, a partnership, a joint venture, a limited liability company, a trust, an estate, an unincorporated organization, a governmental authority or other entity.

“Protected Person” means: (i) the members of the Board; (ii) any Members; (iii) any Officer; or (iv) any Person who serves at the request of the Board on behalf of the Company or any Series as an officer, director, partner, member, stockholder or employee of any other Person.

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

“Record Holder” or “holder” means the Person in whose name such Interests are registered on the books of the Company or any Series or the Transfer Agent, as applicable, as of the opening of business on a particular Business Day.

“Series” means a designated series of limited liability company interests in the Company established in accordance with Section 18-215 of the Act, having separate rights, powers, and/or duties with respect to one or more assets or interests of the Company, obligations or profits and losses associated with such assets, or any other obligations which are specified in this Agreement and any appliable Series Designation.

“Subscription Agreement” means that certain subscription letter agreement, and any similar subscription agreements entered into from time to time, pursuant to which investors subscribe for or purchase equity interests of the Company or any Series in connection with any Offering conducted by the Company.

“Substitute Member” means a Person who is admitted as a Member of the Company or a Series pursuant to Section ‎2.7 as a result of a Transfer of Interests to such Person.

“Termination” means the date of the cancellation of the Certificate of Formation of the Company following the end of the Winding Up Period by the filing of a Certificate of Cancellation of the Company with the Secretary of State of the State of Delaware.

“Transfer Agent” means, with respect to any Interests, such bank, trust company or other Person (including the Company or one of its Affiliates) as shall be appointed from time to time by the Company or the applicable Series to act as registrar and transfer agent for such Interests; provided that if no Transfer Agent is specifically designated for such Interests, the Board or a third party at its election shall act in such capacity.

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

“Voting Member” means a Member holding one or more Voting Interests.

“Voting Interests” means (a) with respect to any matter submitted to the Members of the Company, the Class A Interests and the Class B Interests, and (b) with respect to any matter submitted to the holders of Interests of a particular Series, the Interests of such Series entitled to vote thereon as designated pursuant to the applicable Series Designation, if any, in each case solely to the extent that the Board has called a special meeting of Members pursuant to Section 2.8(b) or a vote, consent or approval of the Members is otherwise required by this Agreement, the Delaware Act or other applicable law.

“Winding Up Period” means the period from the Dissolution Event to the Termination of the Company.

1.2 Name. The name of the Company is “XChange Ventures, LLC”. All business of the Company shall be conducted under such name. The Managers may elect to change the name of the Company at any time.

1.3 Principal Office. The principal office of the Company shall be at a location as determined by the Board, either within or outside of the United States. The Company shall keep its books and records at its principal office.

1.4 Registered Office and Registered Agent. The street address of the registered office of the Company in the State of Delaware shall be as selected by the Board. The Board may elect to change the registered office and the registered agent of the Company at any time.

1.5 Term. The Company was formed on April 23, 2026 and shall continue in existence until the Company shall be dissolved and its affairs wound up and the Certificate of Formation is cancelled in accordance with the Delaware Act and this Agreement. Each Series shall continue in existence until such Series shall be terminated and its affairs wound up in accordance with the Delaware Act, this Agreement and the applicable Series Designation.

1.6 Limited Liability Company. This Agreement constitutes the sole and exclusive “limited liability company agreement” of the Company for purposes of the Delaware Act. Each Series shall be governed by a Series Designation adopted in accordance with Section 1.9, and the terms of such Series Designation shall control with respect to the specific rights and governance of that Series to the extent they differ from this Agreement.

The Members intend that (a) this Agreement shall be the sole source of the terms and conditions governing the relationship among the parties with respect to their interests in the Company, and (b) except to the extent a provision of this Agreement expressly incorporates other laws or is expressly prohibited or ineffective under the Delaware Act, this Agreement shall govern even if inconsistent with the default provisions of the Delaware Act. To the extent any provision of this Agreement is inconsistent with the default provisions of the Delaware Act, such inconsistency shall reflect the Members’ intent to override, supplement, or modify such provisions.

1.7 Purpose and Powers.

(a) The purpose to be conducted or promoted by the Company and each Series is to engage in any lawful act or activity and to exercise any powers permitted to a limited liability company formed under the Act, as shall be determined by the Board. Notwithstanding the foregoing, the Company has been organized to acquire and hold the current investment assets identified on Schedule 1 (the “Initial Pool”) which shall include, without limitation, any investment assets to be contributed under any letter of intent entered into by the Company relating to the acquisition of any investment asset (a “Letter of Intent”), as well as any future acquired Investment Assets (collectively, with the “Initial Pool”, the “Asset Pool”), which may be held by the Company or any Series, as determined by the Board and as reflected on the books and records of the Company and the applicable Series, and to undertake all actions necessary or appropriate with respect thereto.

(b) The Company and each Series shall possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, which are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company or such Series.

1.8 Power of Attorney.

(a) Each Member hereby constitutes and appoints each Manager with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices:

(A) all certificates, documents and other instruments (including this Agreement, each Series Designation and the Certificate of Formation and all amendments or restatements hereof or thereof) that the Board or the Liquidating Trustee, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property;

(B) all certificates, documents and other instruments that the Board or the Liquidating Trustee, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement or any Series Designation;

(C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Board or the Liquidating Trustee determines to be necessary or appropriate to reflect the dissolution, liquidation and termination of the Company or any Series, as applicable, pursuant to the terms of this Agreement and any applicable Series Designation;

(D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Member pursuant to, or other events described in, ‎Article 2;

(E) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, acquisition, consolidation or conversion of the Company; and

(ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Board or the Liquidating Trustee determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Members hereunder or is consistent with the terms of this Agreement or any applicable Series Designation or (B) effectuate the terms or intent of this Agreement or any applicable Series Designation; provided, that when required by any provision of this Agreement or any applicable Series Designation that establishes a percentage of the Members or of the Members of any class or Series required to take any action, the Board or the Liquidating Trustee, may exercise the power of attorney made in this Section ‎1.8(a)(ii) only after the necessary vote, consent, approval, agreement or other action of the Members or of the Members of such class or Series, as applicable.

(b) Nothing contained in this Section ‎1.8 shall be construed as authorizing the Board or the Liquidating Trustee to amend, change or modify this Agreement or any applicable Series Designation except in accordance with Section ‎8.2 or as may be otherwise expressly provided for in this Agreement or such Series Designation, as applicable.

(c) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Member and the Transfer of all or any portion of such Member’s Interests and shall extend to such Member’s heirs, successors, assigns and personal representatives. Each such Member hereby agrees to be bound by any representation made by the Board or the Liquidating Trustee, acting in good faith pursuant to such power of attorney; and each such Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Board or the Liquidating Trustee, taken in good faith under such power of attorney in accordance with Section ‎1.7 and in accordance with the terms of this Agreement and any applicable Series Designation. Each Member shall execute and deliver to the Board or the Liquidating Trustee within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such Managers or the Liquidating Trustee determines to be necessary or appropriate to effectuate this Agreement or any applicable Series Designation and the purposes of the Company or any applicable Series.

1.9 Series.

(a) Generally. Any number of Series may be established from time to time in accordance with this Agreement. Notwithstanding any other provision of this Agreement, the establishment of a new Series will not be deemed an amendment of this Agreement.

(b) Establishment of Series. Subject to the provisions of this Agreement, the Board may, in its sole discretion and without obtaining the consent, vote or other approval of any other Member, at any time and from time to time and in compliance with Section ‎1.9, cause the Company to establish in writing (each, a “Series Designation”) one or more Series as such term is used under Section 18-215 of the Delaware Act (each a “Series”), and to issue Interests in such Series, without limitation as to number and to such Persons and for such amount and type of consideration at such time or times and on such terms as the Board may deem appropriate. Each Series Designation shall be substantially in the form as attached hereto as Exhibit B. The Series Designation shall relate solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of membership interests associated with any other Series, or the Members associated therewith. The terms and conditions for each Series established pursuant to this Section ‎1.9 shall be as set forth in this Agreement and the Series Designation, as applicable, for the Series. In addition to its Series Designation, each Series may elect to adopt its own operating agreement governing the internal affairs of that Series, provided that any such operating agreement shall apply solely to that Series and shall not amend, modify, or conflict with this Agreement. Upon approval of any Series Designation by the Board, such Series Designation shall be attached to this Agreement as an Exhibit until such time as none of Interests of such Series remain outstanding. The books and records of the Company shall be maintained by the Company on a Series-by-Series basis, accounting for the assets associated with such Series separately from the other assets of the Company or any other Series thereof.

(c) Series Designation. The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Interests of such Series and the Members associated therewith (to the extent such terms differ from those set forth in this Agreement) and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Board amending any Series Designation) shall be effective when a duly executed original of the same is included by the Board among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the Interests of such Series shall be deemed to have been authorized in accordance with the provisions thereof). The Series Designation establishing a Series may set forth specific provisions governing the rights of such Series against a member associated with such Series who fails to comply with the applicable provisions of this Agreement (including, for the avoidance of doubt, the applicable provisions of such Series Designation). In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.

(d) Series Separateness.

(i) Each Series will have (A) separate rights, powers, and duties from each other Series, and (B) exclusive rights with respect to the property, obligations, profits, and losses associated with the Series and all proceeds derived therefrom. A Person may be admitted as a Member associated with more than one Series.

(ii) No debt, liability, obligation or expense of a Series will be a debt, liability, obligation or expense of any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series will be enforceable against the assets of the Series only and not against any other assets of the Company or any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company or any other Series will be enforceable against the assets of the Series. The records maintained for each Series will account for the assets associated with the series separately from the other assets of the Company or any other Series and assets associated with a Series may be held, directly or indirectly, including in the name of the Series, in the name of the Company. Notwithstanding the foregoing, any assets or liabilities of the Company used by (or in connection with the activities of) more than one Series will be allocated to each Series by the Board in accordance with a reasonable allocation method selected by the Board, and which will account for the assets associated with the Series separately from the other assets of the Company or any other Series. No assets of one Series may be commingled with the assets of any other Series or the other assets, if any, of the Company. The Certificate of Formation shall contain a notice of the limitation of liabilities of the Series in conformity with Section 18-215 of the Delaware Act.

(iii) The Interests held by a Member in the Company or any Series, as applicable, shall be set forth on Exhibit A. The Interests of the Members in a Series may be adjusted from time to time to reflect a transfer of all or a portion of an Interest in the Series as the changes are determined from time to time by the Board in accordance with this Agreement and recorded in the books and records of the Series.

Article 2 - MANAGEMENT; MEMBERS AND INTERESTS

2.1 Rights and Duties of the Board of Managers.

(a) Except as otherwise provided in this Agreement, the powers of the Company and each Series shall be exercised by or under the authority of, and the business and affairs of the Company and each Series shall be managed under the direction of a board of managers (the “Board of Managers”). The Persons constituting the Board (each, a “Manager”) (i) are each hereby designated as a “manager” of the Company and each Series within the meaning of Section 18-101(12) of the Delaware Act and (ii) will be the Board for all purposes under this Agreement. A person does not need to be a Member to serve on the Board. The Board will initially consist of three members and shall initially consist of Cesar Baez, Dan Matthies, and Jason Glazer. Each Manager shall hold office until such Manager’s earlier death, resignation or removal in accordance with Section 2.9. The size of the Board may be increased or decreased from time to time by action of the Board. Vacancies caused by a resignation, removal or increase in the size of the Board may be filled by the remaining members of the Board, even if not a quorum. In the event there are no remaining Managers in office, the Initial Member shall be entitled to appoint replacement Managers to restore the Board to full capacity.

(b) The Initial Member may elect to appoint an Independent Manager serving as one of the members of the Board. To the fullest extent permitted by law, the Independent Manager shall consider only the interests of the Company in acting or otherwise voting on the matters set forth in this ‎Article 2. The Independent Manager shall act where other Managers are excluded from voting on certain matters involving a direct or indirect conflict of interest between any Manager on the one hand and public investors on the other hand. Notwithstanding the foregoing, nothing in this Agreement shall require the Company to appoint an Independent Manager or, if appointed, prohibit the Independent Manager from having a direct or indirect interest in any matter presented to the Board, provided that any such interest is disclosed to the Board to the extent required by applicable law. The Independent Manager may identify, introduce, refer, present or otherwise bring to the attention of the Board any business opportunity, transaction, proposal or other matter for the Board’s consideration, and may participate in discussions regarding any such matter.

(c) Except as otherwise expressly provided in this Agreement, any Series Designation, or as required by the Delaware Act, the Board shall have complete and exclusive discretion in the management and control of the affairs and business of the Company and each Series, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company and each Series, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement and any applicable Series Designation. Except as otherwise expressly provided in this Agreement or any applicable Series Designation, the Board shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company and each Series, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company and each Series. Except as otherwise expressly provided in this Agreement or any applicable Series Designation, the Board or Persons designated by the Board, including officers and agents appointed by the Board, will be the only Persons authorized to execute documents which will be binding on the Company or any Series. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to one (1) or more Members, the Board will have the power to perform any acts, statutory or otherwise, with respect to the Company (including with respect to any Subsidiary of the Company), any Series, or this Agreement, which would otherwise be possessed by the Members under Delaware law, and the Members will have no power whatsoever with respect to the management of the business and affairs of the Company (including with respect to any Subsidiary of the Company) except as expressly provided herein.

(d) Except as otherwise set forth in any Series Designation, the Board shall have exclusive authority and responsibility for all investment-related activities of the Company and each Series, including monitoring, evaluating, and providing investment advice with respect to each Investment Asset (including ongoing performance review and strategic recommendations); overseeing valuation processes (including engaging and supervising third-party valuation firms); advising on financial, legal, and strategic matters relating to each Investment Asset (including analysis of risks, opportunities, and structural considerations); and managing all transaction-readiness activities (including due diligence, financial modelling, and other preparatory work for potential transactions). The Board shall also be responsible for all transactional services, including negotiating and executing potential sales or other transactions on behalf of the Company and each Series (including negotiation of price, structure, and closing conditions); obtaining appraisals, statements of condition, and other assessments required in connection with any transaction (including coordination with independent evaluators); managing and approving all transaction-related expenditures (including fees, costs, and disbursements); and coordinating with legal counsel, financial advisors, and other professional advisors involved in any transaction (including oversight of documentation, diligence, and closing processes).

(e) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company and each Series shall be made by the Board, which shall have exclusive authority and responsibility in respect thereof. The Board may from time to time designate any Managers, Officers, employees, or external advisors of the Company, as the Board may determine appropriate, to assist with or carry out the management and administration of the Investment Assets, and operations of the Company and each Series. Any such designees shall act in accordance with the authority, limitations, and restrictions imposed by the Board from time to time, and shall have no independent authority except as expressly delegated by the Board. All such delegated authority may be modified, restricted, or revoked by the Board at any time in its sole discretion.

(f)  In addition to any equity compensation payable to the Managers, the Managers shall be entitled to receive, from time to time, cash compensation grants from a fixed compensation pool of up to $750,000 (the “Manager Compensation Pool”). The Board may, in its sole discretion, amend, increase, decrease, or otherwise modify the size, terms, or operation of the Manager Compensation Pool at any time. Amounts from the Manager Compensation Pool may be paid in quarterly disbursements, and only to the extent the Company has Available Cash for distribution as of the time of such disbursement. The allocation of the Manager Compensation Pool among the Managers shall be determined by the Board, or by any committee thereof designated by the Board.

(g) The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the chairman of the Board on not less than one day’s notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the chairman of the Board in like manner and with like notice upon the written request of any one or more of the Managers.

(h) At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement or any applicable Series Designation, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

(i) Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(j) On any matter that is to be voted on, consented to or approved by the Board in accordance with this Agreement and any applicable Series Designation, the Managers may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be approved by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Managers entitled to vote thereon were present and voted.

2.2 Officers.

(a) At any time, the Board may appoint and replace individuals as officers or agents of the Company or any Series (“Officers”) with such titles as the Board may elect to act on behalf of the Company or such Series with such power and authority as the Board may delegate to such persons. Any number of offices may be held by the same person. Officers shall hold their offices for such terms as shall be determined from time to time by the Board. The Officers shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any Officer may be removed at any time, with or without cause, by the Board. The Officers may also be officers or employees of other Persons. The Officers, to the extent of their powers set forth in this Agreement and any Series Designation or otherwise vested in them by action of the Board not inconsistent with this Agreement or any Series Designation, are agents of the Company for the purpose of the business of the Company and each Series and the actions of the Officers taken in accordance with such powers shall bind the Company or such Series. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the DGCL. No Officer shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

(b) Notwithstanding the foregoing, it shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Manager, Officer or employee or any Affiliates of such Manager, Officer or employee (other than any express obligation contained in any agreement to which such Person and the Company or any Series or any of its subsidiaries are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or any Series or in direct competition with the Company or any Series; provided such Person does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company or any Series to such Person; provided, further, that a Person shall not be deemed to be in direct competition with the Company or any Series solely because of such Person’s ownership, directly or indirectly, solely for investment purposes, of securities of any publicly traded entity if such Person does not, together with such Person’s Affiliates, collectively own 5% or more of any class or securities of such publicly traded entity, and such Person is not a director or officer (and does not hold an equivalent position) in such publicly traded entity. Neither the Board, nor any Officer or employee shall have any obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company or any Series that may become available to Affiliates of such Person. No Member or any other Person shall have any rights by virtue of the Manager’s or any Officer’s or employee’s or any Affiliates of such Manager, Officer or employee duties as the Manager, Officer or employee or this Agreement in any business ventures of any Manager or any Officer or employee or any Affiliates of any such Manager, Officer or employee.

2.3 Members.

(a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement and any applicable Series Designation if such Person purchases or otherwise lawfully acquires any Interest, and such Person shall become the Record Holder of such Interest, in accordance with the provisions of this Agreement and any applicable Series Designation. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring an Interest. The Initial Member was admitted effective as of the Formation Date.

(b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company and any applicable Series maintained for such purpose by the Company, any applicable Series or the Transfer Agent.

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

(d) Except to the extent expressly provided in this Agreement or any applicable Series Designation: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions are made pursuant to this Agreement and any applicable Series Designation except as provided in Article 6 or upon dissolution of the Company to the extent permitted by law and as provided in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions except as provided in this Agreement or any applicable Series Designation; (iii) no interest shall be paid by the Company or any Series on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company or any Series, transact any business in the name of the Company or any Series or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member.

(e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company and the Series, including business interests and activities in direct competition with the Company or any Series. Neither the Company nor any Series nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

2.4 Interests; Membership Interests.

(a) The Interests in the Company shall initially be divided into (i) Class A Interests having the rights and preferences as set forth herein (the “Class A Interests”) and (ii) Class B Interests having the rights and preferences as set forth herein (the “Class B Interests” and, together with the Class A Interests, the “Interests” and each an “Interest”) all of which shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. A Member who is designated as a Class A Member and/or a Class B Member, shall have the rights and obligations accorded to the Class A Interests with respect to such Class A Interests and the rights and obligations accorded to the Class B Interests with respect to such Class B Interests. The number of Class A Interests and Class B Interests shall be unlimited and issued by the Board from time to time in its discretion. The Interests of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. The Board may issue or sell Interests for such consideration as the Board may deem adequate or necessary, and may issue Class A Interests or Class B Interests to Managers of the Board, Officers, or third parties as a form of compensation (including equity-based incentives or awards). Any such issuances may, in the discretion of the Board, be made subject to a vesting schedule (including time-based, performance-based, or other vesting conditions) and to such other terms and restrictions as the Board may determine to be appropriate. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

(b) As set forth in Exhibit A hereto, the Consultant has been issued 15,000 Class A Interests and 125,000 Class B Interests as compensation for certain consultancy services provided pursuant to the Consultancy Agreement (collectively, the “Prior Interests”). The 125,000 Class B Interests issued to the Consultant are subject to such vesting conditions, continued service requirements, performance milestones, or other criteria as the Board may establish from time to time in its sole discretion pursuant to the terms of the Consultancy Agreement or a separate award agreement. No Class B Interest issued to the Consultant shall be eligible for conversion into a Class A Interest unless and until both the applicable vesting conditions and the Make-Whole Requirement have been satisfied. Any additional equity or non-equity compensation payable to the Consultant, including any amounts distributed to the Consultant from Available Cash designated to a compensation pool (which shall be separate and distinct from the Manager Compensation Pool), shall be determined in accordance with the terms of the Consultancy Agreement.

(c) Class B Interests may be issued from time to time from a Class B incentive pool established by the Board to Managers, Officers, employees, consultants (including the Consultant), and other third parties who provide services to the Company. All or any portion of the Class B Interests shall, upon the automatic satisfaction of such conversion milestones as may be established from time to time by the Board, be converted into Class A Interests for no additional consideration; provided, however, that no Class B Interests shall be eligible for conversion unless and until the Class A Members have first been made whole (the “Make-Whole Requirement”). For purposes of this Agreement, the “Make-Whole” requirement shall mean that the Class A Members shall have received (i) a full return of all unreturned Capital Contributions attributable to the Class A Interests, and (ii) an annualized six percent (6%) preferred return on such Capital Contributions, in each case to the extent accrued and payable pursuant to this Agreement, provided that such amounts shall be paid solely from Available Cash.

(d) Upon satisfaction of the Make-Whole Requirement, each Class B Interest shall automatically convert into one (1) Class A Interest. Upon conversion pursuant to this Section ‎2.4(c) and Section ‎2.4(d), the converted Class B Interests shall be cancelled and retired, and the holders thereof shall be admitted as holders of Class A Interests with all rights appurtenant thereto.

(e) Notwithstanding the foregoing, the aggregate number of Class A Interests issuable to the Class B Members in connection with any such conversion shall not exceed twenty percent (20%) of the total outstanding Class A Interests immediately prior to such conversion (the “Maximum Permitted Conversion”). In calculating the Maximum Permitted Conversion, only the Class A Interests issuable in the applicable conversion shall be taken into account, and any Class A Interests held by any Class B Member (or any Affiliate thereof) prior to such conversion shall be disregarded.

(f) In the event the number of Class A Interests otherwise issuable upon conversion would result in the Class B Members holding more than the Maximum Permitted Conversion, the number of Class A Interests issued to the Class B Members shall be automatically reduced to the maximum number permitted under the Maximum Permitted Conversion, allocated among the Class B Members on a pro rata basis in proportion to their respective Class B Interests immediately prior to such conversion. Any Class B Interests that are not converted as a result of such limitation shall remain outstanding and shall continue to be held by the applicable Class B Members, and shall remain eligible for conversion upon the occurrence of any subsequent conversion event in accordance with this Section ‎2.4.

(g) As of the date of this Agreement, the Board has designated an aggregate of 125,000 Class B Interests from the Class B incentive pool for potential future issuance to Cesar Baez, Dan Matthies, and Jason Glazer as equity compensation in their capacity as Managers, as reflected in Exhibit A. None of these Class B Interests have been issued as of the date of this Agreement, and no vesting has occurred. The timing, individual allocation among the Managers, vesting conditions, continued service requirements, performance milestones, and any other terms applicable to any future issuance of such Class B Interests shall be determined by the Board in its sole discretion from time to time. No Class B Interest shall be eligible for conversion into a Class A Interest unless and until both the applicable vesting conditions and the Make-Whole Requirement have been satisfied.

2.5 Certificates and Representations of Interests.

(a) Interests may be recorded in book entry form or may be evidenced by certificates or electronic, or in any other form, as determined by the Board as may be permitted by the Delaware Act. Notwithstanding anything to the contrary herein, unless the Board shall determine otherwise in respect of one or more classes of Interests or as may be required by the Depository with respect to any specific class of Interests, Interests shall not be evidenced by physical Certificates. No Member shall have the right to require the Company to issue physical Certificates representing Interests for any reason, except as may be required by applicable law. If the Board authorizes the issuance of Interests to any Person in the form of physical Certificates, the Company shall issue one or more Certificates in the name of such Person evidencing the number of such Interests being so issued. Certificates shall be executed on behalf of the Company or any Series by any Manager. If and to the extent a Transfer Agent has been appointed with respect to any class or series of Interests, no Certificate representing such class or series of Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the Board elects to issue Interests in global form, the Certificates representing Interests shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Interests have been duly registered in accordance with the directions of the Company. Any or all of the signatures required on the Certificate may be by facsimile. If any officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate shall have ceased to be such officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such Person were such officer or Transfer Agent at the date of issue. Certificates for any class or series of Interests shall be consecutively numbered and shall be entered on the books and records of the Company as they are issued and shall exhibit the holder’s name and number and type of Interests.

(b) If any mutilated Certificate is surrendered to the Company or the Transfer Agent, the appropriate officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and class or series of Interests as the Certificate so surrendered. The appropriate officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with surety or sureties and with fixed or open penalty as the Company may direct to indemnify the Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the Company. If a Member fails to notify the Company within a reasonable time after he has notice of the loss, destruction or theft of a Certificate, and a Transfer of the Interests represented by the Certificate is registered before the Company or the Transfer Agent receives such notification, the Member shall be precluded from making any claim against the Company or the Transfer Agent for such Transfer or for a new Certificate. As a condition to the issuance of any new Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

2.6 Record Holders. The Company and each Series shall be entitled to recognize the Record Holder as the owner of an Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Interest on the part of any other Person, regardless of whether the Company or any Series shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Interests are listed for trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Interests, as between the Company or any Series on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Interests.

2.7 Registration and Transfer of Interests.

(a) Any Transfer of any Interests shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement and any applicable Series Designation.

(b) Other than (i) any Transfer of Interests which is an Involuntary Transfer or (ii) any Transfer that occurs on an alternative trading system that has been approved by the Company in writing, any Transfer of Interests shall be subject to the prior written approval of the Company, which the Company may give or withhold in its sole discretion.

(c) The Company shall keep or cause to be kept on behalf of the Company and each Series a register (which may be in electronic form) that will provide for the registration and Transfer of Interests. The Company may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any class of Interests and Transfers of such class of Interests as herein provided. For Interests represented by Certificates, upon surrender of a Certificate for registration of Transfer of any Interests evidenced by a Certificate, the appropriate Officers of the Company or the applicable Series shall execute and deliver, and in the case of Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Interests as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as set forth on Exhibit A at any time.

(d) The Company shall not recognize any Transfer of Interests evidenced by Certificates until the Certificates evidencing such Interests are surrendered for registration of Transfer. No charge shall be imposed by the Company for such Transfer; provided, that as a condition to the issuance of Interests, whether or not such Interests are evidenced by Certificates, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

(e) By acceptance of the Transfer of any Interest, each transferee of an Interest (including any nominee holder or an agent or representative acquiring such Interests for the account of another Person) (i) shall be admitted to the Company or the applicable Series as a Substitute Member with respect to the Interests so Transferred to such transferee when any such Transfer or admission is reflected in the books and records of the Company or the applicable Series or the Transfer Agent, as applicable, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Interests so transferred, (iv) grants powers of attorney to the Officers of the Company or the applicable Series and any Liquidating Trustee, as specified herein, and (v) makes the consents and waivers contained in this Agreement and any applicable Series Designation. The Transfer of any Interests and the admission of any new Member shall not constitute an amendment to this Agreement or any applicable Series Designation.

(f) Nothing contained in this Agreement shall preclude electronic book-entry only Transfer of Interests or the settlement of any transactions involving Interests entered into through electronic systems maintained by the Company, facilities of the Depository or any National Securities Exchange on which such Interests are listed for trading.

(g) The Initial Member and its Affiliates shall be permitted to Transfer or pledge any Class B Interests (or Class A Interests issuable upon conversion of Class B Interests) Beneficially Owned by them at any time, except as otherwise required by law or in any bankruptcy or similar proceeding. For the avoidance of doubt, the Consultant and its Affiliates shall be permitted to pledge any or all of such Interests to unaffiliated third-party lenders, and such lenders shall not be subject to the provisions of this Section ‎2.7(g) if they obtain Beneficial Ownership of such Interests in connection with a default by the Initial Member or its Affiliates pursuant to the transactions in which such third-party lenders obtained such Interests.

(h) Any Transfer or attempted Transfer of any Interest(s) in contravention of this Agreement or any Series Designation shall be absolutely null and void ab initio and of no force or effect, on or against the Company, any Series, any Member, any creditor of the Company, any Series or any claimant against the Company or any Series and may be enjoined, and shall not be recorded on the books and records of the Company or any Series. No distributions of cash or property of the Company or any Series shall be made to any transferee of any Interest(s) which is/are Transferred in violation hereof, nor shall any such Transfer be registered on the books of the Company or any Series. The Transfer or attempted Transfer of any Interest(s) in violation hereof shall not affect the Beneficial Ownership of such Interest(s), and, notwithstanding such Transfer or attempted Transfer, the Member making such prohibited Transfer or attempted Transfer shall retain the right to vote, if any, and the right to receive liquidation proceeds and any other distributions with respect to the Interests.

2.8 Voting.

(a) Notwithstanding anything to the contrary contained in the Delaware Act or, to the fullest extent permitted by law, any applicable law, Members shall have no right to vote with respect to any matter except as specifically set forth in this Agreement or in any Series Designation. .

(b) To the extent the Members are entitled to vote on any matter as expressly set forth in this Agreement, any applicable Series Designation or as required by law,: (i) each Voting Interest shall constitute one vote; (ii) the Voting Interests shall vote together as a single class unless applicable law requires a class vote; (iii) any action shall require the affirmative vote of a majority of the Voting Interests present and entitled to vote at such meeting; and (iv) any Interests Beneficially Owned by the Initial Member or any Affiliate of the Initial Member shall not be entitled to vote on any such matter and shall not be considered in determining the total number of votes available or required. No Member shall have any cumulative voting rights.

(c) The Board shall not approve the following actions on behalf of the Company (“Major Decisions”) without the prior written approval or affirmative vote of the Members of the Company holding a majority of the Voting Interests:

(i) any merger, acquisition or consolidation, conversion or division of the Company; or

(ii) to the fullest extent permitted by applicable law, the dissolution of the Company.

(d) For the avoidance of doubt, nothing in this Section 2.8 shall be construed as conferring any right on Members to call or demand a meeting of Members.

2.9 Removal or Replacement of a Manager. Any Manager may be removed or replaced with Cause at any time by the Board. For purposes of this Agreement, “Cause” means:

(a) a final, non-appealable conviction of a Manager for a felony involving fraud or embezzlement;

(b) a judicial determination of gross negligence or willful misconduct in the performance of a Manager’s duties;

(c) the conviction of or a plea of nolo contendere for a felony, or any misdemeanor involving deceit, dishonesty, fraud, or embezzlement;

(d) a breach of fiduciary duties owed to the Company or any Series; or

(e) any activity or conduct that causes, or would reasonably be expected to cause, reputational harm to the Company or any Series.

2.10 Removal or Replacement of an Officer. Any Officer may be removed or replaced with or without Cause at any time by the Board.

2.11 Removal or Replacement of the Consultant. The Consultant may be removed or replaced with or without Cause at any time by the Board.

2.12 Books and Records. To the fullest extent permitted by the Delaware Act, each Member hereby waives any right to inspect or obtain copies of the books and records of the Company or any Series under Section 18-305 of the Delaware Act or otherwise, except for (i) a copy of this Agreement and any applicable Series Designation and (ii) such information as the Board determines in its sole discretion to provide. Any information provided to a Member pursuant to this Section 2.12 shall be subject to the confidentiality obligations set forth in Section ‎8.17.

Article 3- CAPITAL CONTRIBUTIONS

3.1 Capital Contributions. Persons seeking to become a Member of the Company or of any Series shall be required to purchase or acquire Interests of the Company or the applicable Series and make capital contributions in such forms and in such amounts and at such times as the Board (or, with respect to a Series, the manager of such Series if authority has been delegated) may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon an account for a new Member will be established with respect to the Company or the applicable Series, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class Interests of the Company or the applicable Series as determined by the Board, and the Board shall update Exhibit A and any Series-specific exhibits attached hereto accordingly. The provisions of this Section ‎3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company or any Series (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company or any Series to make any contribution to the Company or any Series.

3.2 Dividends.

(a) The Company and each Series, in the sole discretion of the Board, in the event there is Available Cash, may make distributions thereof (“Dividends”) to Members as set forth herein or in any applicable Series Designation. Notwithstanding anything herein to the contrary, no Member may receive a Dividend to the extent that, after giving effect to the Dividend, all liabilities of the Company or the applicable Series (other than to a Member on account of its Interests and liabilities for which the recourse of creditors is limited to specific property of the Company or the applicable Series) exceed the fair market value of the assets of the Company or the applicable Series (except that property that is subject to a liability for which the recourse of the creditors is limited to such property shall be included in the assets of the Company or the applicable Series only to the extent the Fair Market Value of such property exceeds that liability). In the event of a Dividend to a Member that would be deemed violative of applicable law, the applicable Member may be required to return such Dividend to the Company. Each Dividend in respect of any Interests shall be paid by the Company or the applicable Series, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Interests as of the Record Date set for such Dividend. Such payment shall constitute full payment and satisfaction of the liability of the Company or the applicable Series in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

(b) Other than distributions pursuant to a Dissolution Event as set forth in ‎Article 6, if the Board declares and determines to make any Dividend of cash or other assets to the Members of the Company, all such Dividends shall be made to the Members as follows:

(A) 100% to the Class A Members, pro rata in proportion to the number of Class A Interests held by each such Member until the aggregate Dividends (including all prior Dividends, if any) paid per Class A Interest equals $100.00; and

(B) In the event any funds remain available for distribution after payments referenced in clause (A), (1) 60% of such remaining amount to the Class A Members, pro rata in proportion to the number of Class A Interests held by each such Member and (2) 40% of such remaining amount to the Class B Members (provided, if the Class B Interests have been converted to Class A Interests at the time of the record date for such Dividend, the amounts payable pursuant to clause (1) and (2) shall be adjusted in direct proportion to the percentage of the total Class B Interests previously converted into Class A Interests.

(c) By way of examples and not limitation, (i) in the event of a Dividend pursuant to Section ‎3.2(b)(B) prior to the conversion of any Class B Interests, such Dividend shall be apportioned 40% to the Class B Interests and 60% to the Class A Interests, pro rata, and (ii) in the event of a Dividend pursuant to Section ‎3.2(b)(B) following the conversion in whole or in part of Class B Interests, the Dividend to be apportioned to the Class B Interests shall be proportionately reduced.

(d) Distributions to the Members of any Series shall be made in accordance with the applicable Series Designation.

(e) Except as otherwise provided herein or as required by law, no Member shall be required to restore or repay to the Company or any Series any funds properly distributed to it pursuant to this Section ‎3.2.

(f) Distributions, if any, will only be made from Available Cash as defined in Section ‎1.1. There can be no assurance as to the timing of any distribution or that any distribution will be paid at all. Any decision to make a distribution will be at the sole discretion of the Board, taking into account the then current financial condition of the Company or the applicable Series and such other factors as the Board deems relevant.

Article 4 - LIABILITY; INDEMNIFICATION

4.1 Liability of a Member. The liability of each Member shall be limited as provided in the Delaware Act and as set forth in this Agreement or the applicable Series Designation.

4.2 Exculpation and Indemnification.

(a) No Protected Person shall, to the fullest extent permitted by law, be liable to the Company, any Series or any Manager or any other Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Protected Person in good faith on behalf of the Company or any Series and in a manner reasonably believed to be within the scope of the authority conferred on such Protected Person by this Agreement or any applicable Series Designation, except that a Protected Person shall be liable for any such loss, damage or claim incurred by reason of such Protected Person’s own actual fraud, willful misconduct, or any intentional and material breach of this Agreement. With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to affairs of the Company or any Series (including interpretations of this Agreement or any Series Designation) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company or any Series selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

(b) To the fullest extent permitted by law, the Company shall indemnify, hold harmless, protect and defend each Protected Person against any losses, claims, damages or liabilities, including reasonable legal fees, costs and expenses incurred in investigating or defending against any such losses, claims, damages or liabilities or in enforcing a Protected Person’s right to indemnification under this Agreement, and any amounts expended in respect of settlements of any claims approved by the Board (collectively, “Liabilities”), to which any Protected Person may become subject:

(i) by reason of any act or omission or alleged act or omission performed or omitted by such Protected Person in good faith on behalf of the Company or any Series and in a manner reasonably believed to be within the scope of the authority conferred on such Protected Person by this Agreement or any Series arising out of or in connection with the activities of the Company or any Series;

(ii) by reason of the fact that it is or was acting in connection with the activities of the Company or any Series in any capacity or that it is or was serving at the request of the Company or any Series as a partner, Interest holder, member, director, officer, employee, or agent of any Person;

unless, such Liability results from such Protected Person’s own actual fraud, willful misconduct, or intentional and material breach of this Agreement.

(c) The Company or any Series may reimburse (and/or advance to the extent reasonably required) each Protected Person for reasonable legal or other costs and expenses (as incurred) of such Protected Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Liabilities for which the Protected Person may be indemnified pursuant to this Section ‎4.2 and for all costs and expenses, including fees, expenses and disbursements of attorneys, reasonably incurred by such Protected Person in enforcing the indemnification provisions of this Section ‎4.2; provided, that such Protected Person executes a written undertaking to repay the Company or such Series for such reimbursed or advanced costs and expenses if it is finally judicially determined that such Protected Person is not entitled to the indemnification provided by this Section ‎4.2.

(d) To the extent that, at law or in equity, a Protected Person has duties (including fiduciary duties) and liabilities relating thereto to the Company, any Series or to any other Person, to the fullest extent permitted by applicable law, a Protected Person acting under this Agreement shall not be liable to the Company, any Series or to any other Person for its good faith reliance on the provisions of this Agreement or any Series Designation. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Protected Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Protected Person to the fullest extent permitted by applicable law.

(e) The provisions of this Section ‎4.2 shall continue to afford protection to each Protected Person regardless of whether such Protected Person remains in the position or capacity pursuant to which such Protected Person became entitled to indemnification under this Section ‎4.2 and regardless of any subsequent amendment to this Agreement or any Series Designation; provided, that, no such amendment shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment.

(f) Any indemnification under this Section ‎4.2 or otherwise shall be paid out of and to the extent of the assets of the Company or any applicable Series only.

Article 5 - ACCOUNTING; FINANCIAL AND TAX MATTERS

5.1 Accounting Basis. The Company shall use such method of accounting as may be determined by the Board that is consistent with United States generally accepted accounting principles or such other accounting methods and conventions as the Board may from time to time determine to be used in the preparation of the Company’s tax returns.

5.2 Tax Matters.

(a) The Members shall provide the Company with such information, which may be necessary or desirable in connection with preparing and filing tax elections or otherwise in connection with the compliance with applicable tax laws. The Board shall cause to be prepared and filed all tax returns of the Company that are required for U.S. federal, state or local or non-U.S. tax purposes and shall make all determinations as to tax elections by the Company. Each Member shall be required to report for all tax purposes consistently with such information provided by the Company.

(b) Notwithstanding anything otherwise to the contrary herein, the Board is authorized to take any action that may be required to cause the Company to comply with any withholding or other similar requirements established pursuant to the Code or any other provision of U.S. federal, state or local or non-U.S. tax law or otherwise. To the extent the Company is required to or elects to withhold and pay over or otherwise pay any withholding or other taxes payable, or required to be deducted, by the Company or any of its Affiliates pursuant to the Code or any provision of U.S. federal, state or local or non-U.S. tax law or otherwise, attributable to a Member or resulting from such Member’s participation in the Company, the Board may treat the amount withheld as a distribution of cash pursuant to Section 3.2 to the extent such Member would have received a cash distribution but for such withholding or other taxes. To the extent that such payment exceeds the cash distribution that such Member would have received but for such withholding or other taxes, the Board shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Company of such amount by wire transfer, which payment shall not constitute a Capital Contribution of such Member.

(c) The Board shall elect to have the Company and each Series make an election to be taxed as a “C” corporation pursuant to the Code effective as of the date of this Agreement, or, if different than the date of this Agreement, the date of the applicable Series Designation for such Series, without any approval or vote of the Members required, and to make such filings, including without limitation, a Form 8832 with the Internal Revenue Service, and to undertake such actions as required to effect such tax classification.

Article 6 - DISSOLUTION; WINDING UP; TERMINATION

6.1 Events Causing Dissolution of the Company or Termination of a Series.

(a) The Company shall be dissolved and commence its winding up upon the first to occur of the following (the “Dissolution Event”):

(i) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act;

(ii) At any time there are no Members of the Company, unless the Company is continued in accordance with the Act; or

(iii) Subject to Section 2.8(c)(ii), upon the unanimous consent or affirmative vote of all members of the Board.

(b) Except as may otherwise be provided in any Series Designation, a Series shall be terminated upon the first of the following events to occur (a “Termination Event”):

(i) The dissolution of the Company pursuant to Section 6.1(a);

(ii) Upon the unanimous affirmative vote or written consent of the Board; or

(iii) The entry of a decree of termination under the Act.

If the Company is dissolved or a Series is terminated pursuant to Section 6.1, the Company’s or such Series’ affairs shall be wound up as soon as reasonably practicable in the manner set forth below.

6.2 Winding Up and Termination.

(a) Upon the occurrence of a Dissolution Event or a Termination Event, the property and business of the Company or the applicable Series shall be wound up by the Board or by a Person designated as a liquidating trustee by the Board (the Board or such liquidating trustee, the “Liquidating Trustee”). Subject to the requirements of applicable law and the further provisions of this Section ‎6.2, the Liquidating Trustee shall have discretion in determining whether to sell or otherwise dispose of Company or Series assets or to distribute the same in kind and the timing and manner of such disposition or distribution. The Liquidating Trustee may take any actions in furtherance of the winding up of the Company or the applicable Series, including, in its discretion, expend funds, acquire additional assets and borrow funds. The Liquidating Trustee may also authorize the payment of fees and expenses reasonably required in connection with the winding up of the Company or the applicable Series and any fees and expenses payable pursuant to any agreement to which the Company or the applicable Series is party.

(b) Within a reasonable period of time following the occurrence of a Dissolution Event or Termination Event, the assets of the Company or the applicable Series (except for assets reserved pursuant to Section ‎6.3) shall, to the fullest extent permitted by law, be applied and distributed in the following manner and order of priority:

(i) the claims of all creditors of the Company or the applicable Series (including Members except to the extent not permitted by law) shall be paid and discharged other than liabilities for which reasonable provision for payment has been made; and

(ii) to the Members in the same manner as Dividends under Section 3.2 or in accordance with the applicable Series Designation.

Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted law, liquidating Dividends shall be made no later than the last to occur of (x) 90 days after the date of disposition (including pursuant to Section ‎6.3) of the last remaining asset of the Company and (y) the end of the Company’s taxable year in which the disposition referred to in clause (x) shall occur.

(c) The Liquidating Trustee may allocate securities for distribution in kind to the Members. Notwithstanding any other provision of this Agreement, the amount by which the Fair Value of any property to be distributed in kind to the Members (including property distributed in liquidation and property distributed pursuant to Section 3.2) exceeds or is less than the adjusted basis of such property shall, to the extent not otherwise recognized by the Company, be taken into account in computing income, gains and losses of the Company, and distributing proceeds to, the Members, pursuant to this Agreement.

(d) When the Liquidating Trustee has completed the winding up of the Company described in this Section ‎6.2, the Liquidating Trustee shall cause the Termination of the Company.

6.3 Assets Reserved and Pending Claims.

(a) If, upon the occurrence of a Dissolution Event or Termination Event, there are any assets that, in the judgment of the Liquidating Trustee, cannot be sold or distributed in kind without sacrificing a significant portion of the value thereof or where such sale or distribution is otherwise impractical at the time of the Dissolution Event or Termination Event, such assets may be retained by the Company or the applicable Series if the Liquidating Trustee determines that the retention of such assets is in the best interests of the Members. Upon the sale of such assets or a determination by the Liquidating Trustee that circumstances no longer require their retention, such assets (at their Fair Value) or the proceeds of their sale shall be distributable pursuant to Section ‎6.2(b), and distributed in accordance with such value.

(b) If there are any claims or potential claims (including potential Company or Series expenses in connection therewith) against the Company or any Series (either directly or indirectly, including potential claims for which the Company or any Series might have an indemnification obligation) for which the possible loss cannot, in the judgment of the Liquidating Trustee, be definitively ascertained, then the Company or the applicable Series shall retain funds (or assets) determined by the Liquidating Trustee in its discretion as a reserve against such potential losses and liabilities, including expenses associated therewith, and for any other Company or Series purpose. The Liquidating Trustee may in its discretion obtain insurance or create escrow accounts or make other similar arrangements with respect to such losses and liabilities. Upon final settlement of such claims (including such potential Company or Series expenses) or a determination by the Liquidating Trustee that the probable loss therefrom can be definitively ascertained, such claims (including such potential Company or Series expenses) shall be taken into account in the amount at which they were settled, and any excess funds retained shall be distributed as such funds would be distributed under Section ‎6.2(b).

Article 7 - MEMBER MEETINGS

7.1 Member Meetings.

(a) The provisions of this ‎Article 7 shall apply solely in the event that a meeting of Members is called by the Board pursuant to Section ‎2.8(b) or is required by mandatory provisions of applicable law. Nothing in this ‎Article 7 shall be construed as conferring any right on Members to call or demand a meeting or as granting any voting rights beyond those expressly preserved in Section ‎2.8. There shall be no meetings of the Members unless called by the Board or as otherwise specifically required by law.

(b) All acts of Members to be taken hereunder shall be taken in the manner provided in this Agreement. If authorized by the Board, and subject to such guidelines and procedures as the Board may adopt, if a meeting of the Members is called, Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting.

(c) No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members.

7.2 Notice of Meetings of Members.

(a) Notice, stating the place, day and hour of any meeting of the Members, as determined by the Board, and the purpose or purposes for which the meeting is called, as determined by the Board, shall be delivered by the Company or the applicable Series not less than 5 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with the terms herein to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware or applicable federal law or any exchange on which any Interests are then listed. Only such business shall be conducted at a meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be postponed, and any meeting of the Members may be canceled, by resolution of the Board upon public notice given prior to the date previously scheduled for such meeting of the Members.

(b) The Board shall designate the place of meeting for any meeting of the Members. If no designation is made, the place of meeting shall be the principal office of the Company.

7.3 Record Date. For purposes of determining the Members entitled to notice of or to vote at a meeting of the Members, the Board may set a Record Date, which shall not be less than 5 nor more than 60 days before the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Interests are listed for trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern). If no Record Date is fixed by the Board, the Record Date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment or postponement of the meeting; provided, however, that the Board may fix a new Record Date for the adjourned or postponed meeting.

7.4 Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 30 days. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this ‎Article 7.

7.5 Waiver of Notice; Approval of Meeting. Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

7.6 Quorum; Required Vote. At any meeting of the Members, the holders of a majority of the Voting Interests of the Company or the applicable Series entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Interests of the Company or the applicable Series entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement and any applicable Series Designation at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Interests entitled to vote specified in this Agreement and any applicable Series Designation. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

7.7 Conduct of a Meeting; Member Lists.

(a) The Board shall have full power and authority concerning the manner of conducting any meeting of the Members, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this ‎Article 7, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Board shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Company maintained by the Board. The Board may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Members, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote.

(b) A complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order and showing the address of each such Member and the number of Interests registered in the name of such Member, shall be open to the examination of any Member, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days before the meeting, at the principal place of business of the Company. The Member list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member who is present.

7.8 Action Without a Meeting; Written Consent. Any action required or permitted to be taken at a meeting of the Members, or any action that is to be voted on, consented to, or approved by the Members in accordance with this Agreement and any applicable Series Designation, may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken are signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

7.9 Voting and Other Rights.

(a) Only those Record Holders of Voting Interests of the Company or the applicable Series on the Record Date set pursuant to Section ‎7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of such Voting Interests have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Interests shall be deemed to be references to the votes or acts of the Record Holders of such Voting Interests on such Record Date.

(b) With respect to Voting Interests that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Voting Interests are registered, such other Person shall, in exercising the voting rights in respect of such Voting Interests on any matter, and unless the arrangement between such Persons provides otherwise, vote such Voting Interests in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Company shall be entitled to assume it is so acting without further inquiry.

(c) No Members shall have any cumulative voting rights.

7.10 Proxies and Voting.

(a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such vote may be made, or proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Any such proxy shall be delivered in accordance with the procedure established for the relevant meeting by the Board.

(b) For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(c) The Board may, and to the extent required by law, shall, in advance of any meeting of Members, appoint one or more inspectors to act at the meeting and make a written report thereof. The Board may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of Members, the chairman of the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

(d) With respect to the use of proxies at any meeting of Members, the Company shall be governed by paragraphs (b), (c), (d) and (e) of Section 212 of the DGCL and other applicable provisions of the DGCL, as though the Company were a Delaware corporation and as though the Members were Interest holders of a Delaware corporation.

(e) In the event that the Company becomes subject to Regulation 14A under the Exchange Act, pursuant to and subject to the provisions of Rule 14a-16 under the Exchange Act, the Company may, but is not required to, utilize a Notice of Internet Availability of Proxy Materials, as described in such rule, in conjunction with proxy material posted to an Internet site, in order to furnish any proxy or related material to Members pursuant to Regulation 14A under the Exchange Act.

Article 8 - MISCELLANEOUS

8.1 Addresses and Notices. Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication (including electronic communication) to the Member at the address described below. Any notice, payment or report to be given or made to a Member hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Interests at his address as shown on the records of the Transfer Agent or delivered electronically as otherwise shown on the records of the Company (including on Exhibit A attached hereto), regardless of any claim of any Person who may have an interest in such Interests by reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section ‎8.1 executed by the Company, the Board or the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing on the books and records of the Transfer Agent or the Company is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it or is returned or there is a delivery failure through any electronic communication, such notice, payment or report and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Company of a change in his address or electronic address, as applicable) if they are available for the Member at the principal office of the Company for a period of one year from the date of the giving or making of such notice, payment or report to the other Members. Any notice to the Company shall be deemed given if received by the Secretary at the principal office of the Company designated pursuant to the terms and conditions herein. The Board and the Officers may rely and shall be protected in relying on any notice or other document from a Member or other Person if believed by it to be genuine.

8.2 Amendments; Waiver. Except as otherwise expressly provided in this Agreement or any applicable Series Designation, any provision of this Agreement or any Series Designation may be amended or waived only by an instrument in writing executed by the Board without the approval of the Members, including, without limitation, any amendments the Board deems necessary or appropriate: (i) to evidence the joinder to this Agreement of a new Member of the Company; (ii) in connection with the Transfer of Interests; (iii) as otherwise required to reflect Capital Contributions, distributions and similar actions hereunder; (iv) to reflect the naming of new officers or members of the board of managers or replacement of officers or managers of the Company; (v) any change the Board deems necessary or appropriate to enable trading of Interests, and (vi) to comply with any applicable law, including, without limitation, any securities law or tax law, whether currently in place or promulgated in the future.

8.3 Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Members.

8.4 No Waiver. No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

8.5 Survival of Certain Provisions. The covenants and agreements set forth in Section ‎4.1, Section ‎4.2, Section ‎5.2 and Section ‎8.17 shall survive the Termination of the Company.

8.6 Electronic Information. Each Member hereby agrees that all current and future notices, confirmations and other communications may be made by the Company via email, sent to the email address of record of the Member provided to the Company as changed or updated from time to time, 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 Company and the Members except as otherwise required by law. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipient’s spam filters by the recipient’s email service provider, or due to a recipient’s change of address, or 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. Except as required by law, no physical, paper documents will be sent to Members, and if a Member desires physical documents, then such Member agrees to be satisfied by directly and personally printing, at such Member’s own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that a member desires.

8.7 Severability. In case any provision in this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired hereby.

8.8 Interpretation. The headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement. As used herein, masculine pronouns shall include the feminine and neuter, neuter pronouns shall include the masculine and the feminine, and the singular shall be deemed to include the plural. The use of the word “including” herein shall not be considered to limit the provision that it modifies but instead shall mean “including, without limitation.” The use of “sole discretion” means, with respect to any Board and/ or Person’s determination, act or omission, or the exercise of any option, consideration, designation, requirement, vote, consent, or election by the Board and/or such Person, that the Board and/or such Person is entitled to consider only such interests, factors and reasons or no interests, factors and reasons, as the case may be, as it desires and shall have no duty or obligation to consider any other interest or factor affecting the Company, any Series, the assets of the Company or any Series, the business of the Company or any Series or any Member.

8.9 No Third-Party Rights. Except as expressly provided in this Agreement or any applicable Series Designation, this Agreement and each Series Designation is intended solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto.

8.10 Entire Agreement. This Agreement including the Series Designations adopted from time to time by the Board, constitutes the entire agreement of the Company, each Series, the Initial Member and any Person who becomes a Member hereafter with respect to the matters described herein and supersedes any prior agreement or understanding among them with respect to such subject matter. For the avoidance of doubt, the Consultancy Agreement, any Subscription Agreement, any Series Designation and any escrow agreement entered into in connection with the Offering constitute separate agreements and are not superseded by this Agreement.

8.11 Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the party preparing the contract, is waived by the parties hereto. Each party acknowledges that such party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

8.12 Authority. Whenever in this Agreement or elsewhere it is provided that consent is required of, or a demand shall be made by, or an act or thing shall be done by or at the direction of, the Company, or whenever any words of like import are used, all such consents, demands, acts and things are to be made, given or done by the consent of the Board or Person acting under the authority of the Board, unless a contrary intention is expressly indicated.

8.13 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

8.14 Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Company on certificates representing Interests is expressly permitted by this Agreement.

8.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8.16 Effectiveness.

Pursuant to Section 18-201(d) of the Delaware Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Secretary of State of the State of Delaware on April 23, 2026 (the “Formation Date”).

8.17 Confidentiality. Each Member acknowledges that in connection with such Member’s investment in the Company or any Series, such Member may receive or have access to confidential or proprietary information of the Company or any Series, including without limitation financial information, investment strategies, the identity and holdings of other Members, and the terms of this Agreement and any Series Designation (“Confidential Information”). Each Member agrees to hold all Confidential Information in strict confidence and not to disclose any Confidential Information to any third party without the prior written consent of the Board, except (i) to such Member’s legal, tax, and financial advisors who are bound by equivalent confidentiality obligations, or (ii) as required by applicable law or court order, provided that the Member provides the Board with prompt prior written notice to the extent legally permissible. The obligations of this Section 8.17 shall survive the Termination of the Company.

[Signatures appear on following page]

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

Exhibit A

Members, Capital Contributions, Interests

Exhibit B
Form of Series Designation

Series Designation of

[Series Name], a Series of [●], LLC

In accordance with the Limited Liability Company Agreement of [●], LLC, a Delaware Series limited liability company (the “Company”), dated [______] (as amended, the “Agreement”) and upon the execution of this Series Designation by the Board of Managers (“Series [___]”), this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “[Series Name] Designation Exhibit.”

[In addition, as of the Effective Date of Establishment, the Initial Member shall be issued [●] Class B Interests of Series [●], representing 100% of the membership interests in such Series as of such date, in return for a capital contribution to such Series of $[●].]

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the Effective Date of Establishment set forth below.

Agreed and executed as of the Effective Date of Establishment as set forth above by the Board of Managers:

Schedule 1

Initial Pool

The letter of intent dated on or around the date hereof regarding the proposed acquisition of U.S. Treasury STRIPS and/or other zero-coupon securities issued or guaranteed by the United States Treasury.

Exhibit 4.1

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP IMMEDIATELY FOLLOWING THIS OFFERING, IF EVER.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 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 ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY XCHANGE PLACE DIGITAL LLC OR THROUGH ANDES CAPITAL GROUP, LLC (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 3. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

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 SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES 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 SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of _________, 202___ by and between the undersigned (the “Subscriber”) and XChange Ventures, LLC, a Delaware series limited liability company (the “Company”), with reference to the facts set forth below.

WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by the Company) certain Class A Interests of the Company (the “Class A Interests”) as more particularly set forth in Section 1 and on the signature page hereto, offered pursuant to that certain Offering Circular of the Company on Form 1-A, as qualified by the Securities and Exchange Commission (SEC File No. [●]), as may be amended from time to time (the “Offering Circular”).

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.  Subscription for the Class A Interests.

1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Class A Interests, at a price of $100.00 per Class A Interest (the “Purchase”), representing the aggregate subscription price (the “Subscription Price”) set forth on the signature page to this Agreement.

1.2 The offering of Class A Interests is described in the Offering Circular (the “Offering”), that is available at xchangeplace.io (the “Site”), as well as on the SEC’s EDGAR website. Please read this Agreement and the Offering Circular. While they are subject to change, as described below, the Company advises the Subscriber to print and retain a copy of these documents for the Subscriber’s records. By signing below, the Subscriber agrees to the terms set forth herein and consents to receive communications relating to the Class A Interests electronically from the Company.

1.3 The Company has the right to reject this Subscription in whole or in part for any reason. The Subscriber may not cancel, terminate or revoke this Agreement, which, in the case of an individual, shall survive the Subscriber’s death or disability and shall be binding upon the Subscriber and the Subscriber’s heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns.

1.4 Once the Subscriber makes a funding commitment to purchase Class A Interests, such commitment shall be irrevocable until the Class A Interests are issued, the Purchase is rejected by the Company, or the Company otherwise determines not to consummate the transaction contemplated by this Agreement.

1.5 Upon acceptance of this Agreement and receipt of funds by the Company, the Subscriber will become a member of the Company as a holder of Class A Interests.

2.  Purchase of the Class A Interests.

2.1 The Subscriber understands that the Purchase Price is payable with the execution and delivery of this Agreement, and accordingly, will submit to the Company payment in the amount of the Purchase Price by certified check or wire transfer of immediately available funds drawn on a United States bank in accordance with the banking instructions to be provided to the Subscriber upon execution and delivery of this Agreement.

2.2 If the Company returns the Subscriber’s Purchase Price to the Subscriber, the Company will not owe or pay any interest to the Subscriber.

2.3 The Subscriber understands that the Company has engaged North Capital Private Securities Corporation (the “Escrow Facilitator”) to act as Escrow Facilitator in connection with the Offering. The Escrow Facilitator, through TriState Capital Bank, will receive, hold, and release investor funds in accordance with the terms of an escrow agreement (the “Escrow Agreement”). Investor funds will be deposited into the escrow account and will be released to the Company only upon satisfaction of the applicable closing conditions for this Offering, including: (i) a minimum of $5,000,000 in subscriptions have been received and cleared in escrow, (ii) all required identity, anti-money laundering and bad actor checks have been completed for the Company and all of its control persons, and (iii) the Company has delivered to the Escrow Facilitator written confirmation that the minimum offering amount has been met, a full accounting of all subscriptions received, and, prior to the expiration of the escrow period, written instructions directing the release of the escrowed funds. Otherwise, funds will be returned to investors as provided under the Escrow Agreement. Upon acceptance of this Subscription and release of funds to the Company, the Subscriber shall receive notice and evidence of the digital entry of the number of units of Class A Interests owned by the Subscriber reflected on the books and records of the Company and verified by the Company’s transfer agent, which books and records shall bear a notation that the Class A Interests were sold and issued in reliance upon Regulation A.

2.4 If this Subscription is accepted by the Company, the Subscriber agrees to comply fully with the terms of this Agreement, the Class A Interests and all other applicable documents or instruments of the Company. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this Subscription and the Subscriber’s purchase of the Class A Interests.

2.5 In the event that this Subscription is rejected in full or the Offering is terminated, payment made by the Subscriber for the Class A Interests will be refunded to the Subscriber without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Subscription is rejected in part, the Company shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this Subscription, without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this Subscription, which shall terminate.

3.  Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the Company the following:

3.1 The information that the Subscriber has furnished herein and in connection herewith, including, without limitation, the information set forth in any investor questionnaire completed by the Subscriber at the request of the Company or its representatives in connection with this Subscription, and any other information furnished by the Subscriber to the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Act, which definition is set forth on Annex A attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this Subscription. Further, the Subscriber shall immediately notify the Company of any change in any statement made herein prior to the Subscriber’s receipt of the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber herein may be fully relied upon by the Company and by any investigating party relying on them. The Subscriber (a) is an “accredited investor” as that term is defined in Rule 501 under Regulation D, which definition is set forth on Annex A attached hereto, or (b) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Class A Interests being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s (i) annual income or net worth (for natural persons), or (ii) revenue or net assets at the most recent fiscal year-end (for non-natural persons). The Subscriber agrees to provide to the Company 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.

3.2 The Subscriber, if an entity, is, and shall at all times while it holds Class A Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America (or non-U.S. country) of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page to this Agreement.

3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms.

3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by the Company or any other person that:

3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or any affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received regarding the Company and its business to evaluate the merits and risks of this investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase.

3.6 The Subscriber understands that the Class A Interests being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Class A Interests, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Class A Interests. The Subscriber has read, reviewed and understood the risk factors set forth in the Offering Circular.

3.7 The Subscriber understands that any forecasts or predictions as to the Company’s performance are based on estimates, assumptions and forecasts that the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts.

3.8 The Subscriber is able to bear the economic risk of an investment in the Class A Interests being purchased and, without limiting the generality of the foregoing, is able to hold the Class A Interests being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in the Company.

3.9 The Subscriber has had an opportunity to ask questions of the Company or anyone acting on behalf of the Company and to receive answers concerning the terms of this Agreement and the Class A Interests, as well as about the Company and its business generally, and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber.

3.10 The Subscriber understands that no state or federal authority in the United States or authority outside the United States has scrutinized this Agreement or the Class A Interests offered pursuant hereto, has made any finding or determination relating to the fairness of an investment in the Class A Interests, or has recommended or endorsed the Class A Interests, and that the Class A Interests have not been registered under the Act or any state securities laws, in reliance upon exemptions from registration thereunder.

3.11 The Subscriber is subscribing for and purchasing the Class A Interests without being furnished any Offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from the Company in writing, and without receiving any representations or warranties from the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any independent investigation made by the Subscriber or the Subscriber’s advisors.

3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to the Company on the signature page hereto. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction.

3.13 The Subscriber is subscribing for and purchasing the Class A Interests solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Class A Interests, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Class A Interests, and the Subscriber has no plans to enter into any such agreement or arrangement.

3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the performance of the obligations hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.

3.15 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that the Company has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Class A Interests. The Subscriber agrees to provide any and all documentation requested by the Company to ensure compliance with the PATRIOT Act or other laws or regulations.

3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company and to consult with independent tax advisors regarding the tax consequences of investing in the Company.

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

3.18 The Subscriber acknowledges that the subscription price per Class A Interest to be sold in this Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future Offerings of securities of the Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

3.19 By submitting this payment, Subscriber hereby authorizes the Broker to charge Subscriber’s designated payment method for the investment amount indicated. Subscriber understands this investment is subject to the terms of the Offering and its associated rules and investor protections. Subscriber understands the subscription is not a purchase of goods or services. Subscriber acknowledges that this transaction is final, non-refundable unless otherwise stated or required, and represents an investment subject to risk, including loss. Subscriber confirms that he/she/it has reviewed all Offering documents, including without limitation the Offering Circular and this Agreement and agrees not to dispute this charge with Subscriber’s bank or card issuer, so long as the transaction corresponds to the agreed terms and disclosures.

4.  Indemnification. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of the Purchase. The Subscriber agrees to indemnify and hold harmless the Company, its affiliates, and each of their respective officers, directors, employees, agents and representatives, and each other person, if any, who controls the Company within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

5.  No Advisory Relationship. The Subscriber acknowledges and agrees that the purchase and sale of the Class A Interests pursuant to this Agreement is an arms-length transaction between the Subscriber and the Company. The Company is not acting as the Subscriber’s agent or fiduciary in connection with the Purchase. The Company has not provided the Subscriber with any legal, accounting, regulatory or tax advice with respect to the Class A Interests, and the Subscriber has consulted his, her or its own respective legal, accounting, regulatory and tax advisors to the extent the Subscriber has deemed appropriate.

6.  Bankruptcy. In the event that the Subscriber files or enters bankruptcy, insolvency or other similar proceeding, the Subscriber agrees to use the Subscriber’s best efforts to avoid the Company being named as a party or otherwise involved in the proceeding. Furthermore, this Agreement shall be interpreted so as to prevent, to the maximum extent permitted by applicable law, any bankruptcy trustee, receiver or debtor-in-possession from asserting, requiring or seeking that (i) the Subscriber be allowed by the Company to return the Class A Interests to the Company for a refund or (ii) the Company be mandated or ordered to redeem or withdraw Class A Interests held or owned by the Subscriber.

7.  Legends. It is understood that the certificates evidencing the Class A Interests may bear any legend required by the Operating Agreement of the Company or applicable state or federal securities laws in the United States, or by applicable laws and regulations of the non-U.S. jurisdiction where the Subscriber is resident or domiciled.

8.  Consent to Electronic Delivery.

8.1 The Subscriber hereby agrees that the Company may deliver all SEC reports, including offering circulars, exhibits, supplements, legends, notices, financial statements, valuations, reports, reviews, analyses or other materials, and any and all other documents, information and communications concerning the affairs of the Company and its investments, including, without limitation, information about the investment, required or permitted to be provided to the Subscriber with respect to the Class A Interests or hereunder, by means of e-mail or by posting on an electronic message board or by other means of electronic communication. The Subscriber hereby consents to receive from the Company electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to the Subscriber’s or the Company’s rights, obligations or services under this Agreement (each, a “Disclosure”). The decision to do business with the Company electronically is the Subscriber’s decision. This Agreement informs the Subscriber of its rights concerning Disclosures.

8.2 The Subscriber’s consent to receive Disclosures and transact business electronically, and the Company’s agreement to do so, applies to any transactions to which such Disclosures relate.

8.3 Before the Subscriber decides to do business electronically with the Company, the Subscriber should consider whether he, she or it has the required hardware and software capabilities described below.

8.4 In order to access and retain Disclosures electronically, the Subscriber must satisfy the following computer hardware and software requirements: access to the Internet; an e-mail account and related software capable of receiving e-mail through the Internet; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running this software.

8.5 The Subscriber agrees to keep the Company informed of any change in the Subscriber’s e-mail or home mailing address. If the Subscriber’s registered e-mail address changes, the Subscriber must notify the Company of the change by sending an e-mail to Cesar Baez at cesar.baez@xchangeventures.io. The Subscriber also agrees to update the Subscriber’s registered residence address and telephone number on file with the Company if they change. The Subscriber will print a copy of this Agreement for his, her or its records, and the Subscriber agrees and acknowledges that the Subscriber can access, receive and retain all Disclosures electronically sent via e-mail.

9.  Limitations on Damages. IN NO EVENT SHALL XCHANGE VENTURES BE LIABLE TO THE SUBSCRIBER FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

10.  Miscellaneous Provisions.

10.1 This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

10.2 The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of New York or the United States District Court for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Notwithstanding the foregoing or anything to the contrary, the Subscriber and the Company agree that no provisions under applicable federal laws and regulations, including the Act and the Securities Exchange Act of 1934, as amended, respective to jurisdiction, venue and/or forum, shall be waived.

10.3 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 in the records of the Company (or that the Subscriber submitted to the Company). The Subscriber shall send all notices or other communications required to be given hereunder to the Company via e-mail to Cesar Baez at cesar.baez@xchangeventures.io with a copy to be sent concurrently via prepaid certified mail to: 6 East 69th Street, New York, N.Y. 10021, Attention: Investor Relations. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in Delaware are legally closed for business.

10.4 This Agreement, and the rights, obligations and interests of the Subscriber hereunder, may not be assigned, transferred or delegated by the Subscriber without the prior written consent of the Company. Any such assignment, transfer or delegation in violation of this Section shall be null and void.

10.5 The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

10.6 Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

10.7 If one or more provisions of this Agreement are held to be unenforceable under applicable law, rule or regulation, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

10.8 In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees and expenses and costs of appeal, if any.

10.9 This Agreement and the documents referred to herein constitute the entire agreement among the parties and shall constitute the sole documents setting forth the terms and conditions of the Subscriber’s contractual relationship with the Company with regard to the matters set forth herein. This Agreement supersedes any and all prior or contemporaneous communications, whether oral, written or electronic, between the Company and the Subscriber with respect to the subject matter hereof.

10.10 This Agreement may be executed in any number of counterparts, or facsimile counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10.11 The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The singular number or masculine gender, as used herein, shall be deemed to include the plural number and the feminine or neuter genders whenever the context so requires.

10.12 Except as otherwise expressly set forth herein, the parties acknowledge that there are no third party beneficiaries of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Subscriber, or its duly authorized representative(s), hereby acknowledges that the Subscriber has read and understood the risk factors set forth in the Offering Circular, and has hereby executed and delivered this Agreement, and executed and delivered herewith the Purchase Price, as of the date set forth above.

[Signature Page to Subscription Agreement]

AGREED AND ACCEPTED BY:

XChange Ventures, LLC

[Subscription Agreement signature page counterpart]

ANNEX A

Accredited investor. “Accredited investor” shall mean any person who comes within any of the following categories, or who XChange Place reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the 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; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company 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 adviser, 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 that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) 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;

(4) 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;

(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent¹, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of Rule 501, for purposes of calculating net worth under this paragraph (a)(5):

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

(B) 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 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

(C) 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;

Note to paragraph (a)(5): For the purposes of calculating joint net worth in this paragraph (a)(5): joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.

(6) 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 has a reasonable expectation of reaching the same income level in the current year;

(7) 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 Rule 506(b)(2)(ii);

(8) Any entity in which all of the equity owners are accredited investors;

Note to paragraph (a)(8): It is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this paragraph (a)(8). If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this paragraph (a)(8) may be available.

(9) Any entity, of a type not listed in paragraphs (a)(1), (a)(2), (a)(3), (a)(7), or (a)(8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

Note to paragraph (a)(9): For the purposes of this paragraph (a)(9), “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940 (17 CFR 270.2a51-1(b)).

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC 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 for purposes of this paragraph (a)(10), the SEC 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 it is otherwise independently verifiable; 

Note to paragraph (a)(10): The SEC will designate professional certifications or designations or credentials for purposes of this paragraph (a)(10), by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the SEC as satisfying the above criteria will be posted on the SEC’s website.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (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;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (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; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).

Exhibit 6.1

Execution Version

CONSULTING AND PLATFORM SERVICES AGREEMENT

THIS CONSULTING AND PLATFORM SERVICES AGREEMENT (this “Agreement”) is made as of July 21, 2026, by and among XChange Place Digital LLC, a Delaware limited liability company (the “Consultant”) and XChange Ventures, LLC, a Delaware limited liability company (the “Company”).

WHEREAS, the Company desires to retain the Consultant, effective as of the date first written above, to, among other things, provide certain consulting advisory services and website platform and technology services through its XChange Place Platform (as defined below) to the Company as more fully described herein.

WHEREAS, the Company is governed exclusively by its Board (as defined below), and the Board shall retain sole discretionary authority and responsibility for the management and control of the Company’s assets, operations, affairs and investment decisions.

WHEREAS, the Consultant desires to be so retained and to provide such consulting advisory services to the Company as more fully described herein.

NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties, covenants, agreements and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties hereto agree as follows:

1. Certain Defined Terms. Unless otherwise defined herein or the context otherwise requires, the terms defined in this Section 1 shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

“Board” shall mean the Board of Managers of the Company.

“Business” shall mean the Company’s business as an alternative investment platform for acquiring, receiving, purchasing and holding contributions of a diversified pool of real-world assets and other activities in connection with the foregoing.

“Business Day” shall mean a calendar day other than Saturday, Sunday or other day on which banking institutions in New York, New York are not required to be open.

“Class A Interests” shall mean Class A Limited Liability Company Interests of the Company.

“Class B Interests” shall mean Class B Limited Liability Company Interests of the Company.

“Confidential Information” shall mean any and all information pertaining to the Company and the Business, whether such information is in written form or communicated orally, visually or otherwise, that is proprietary, non-public or relates to any trade secret, including, but not limited to, (i) information, observations and data obtained by the Consultant during the course of its relationship with the Company concerning the Business, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers, suppliers, clients and customer, supplier and client lists, (xiii) other copyrightable works, (xiv) marketing plans and trade secrets, and (xv) all similar and related information in whatever form.

“Persons” shall mean all natural persons, corporations, business trusts, associations, limited liability companies, companies, partnerships, joint ventures, governmental entities and any other entities or other organizations or associations.

“XChange Place Platform” shall mean the Consultant’s financial technology platform.

2. Consulting Services. The Company hereby retains the Consultant during the term specified to render consulting advice to the Company, which may include the responsibilities set forth on Exhibit A, relating to strategic, analytical, operational and platform support in connection with the Business and investment activities of the Company (the “Services”) upon the terms and conditions as set forth herein. The Consultant represents that it has the qualifications, experience and ability to properly perform the Services. The Consultant acknowledges that it is not a registered broker-dealer and is not permitted to be actively involved in the procurement of financing for the Company and agrees to limit its activities to comply with any and all applicable federal and state regulatory requirements. Notwithstanding anything contained in this Agreement, the Consultant makes no representations or warranties whatsoever concerning the Company’s ability to obtain financing or capital for its projects, and makes no representations or warranties, otherwise, concerning the Consultant’s ability to source financing or capital, directly or indirectly, for the Company. The Consultant is in no way acting as an investment adviser, nor acting in a fiduciary capacity of any kind. In its discharge of the Services, the Consultant shall not provide investment advisory services or advice in any respect. Nothing contained herein shall be construed as granting the Consultant discretionary investment or management authority over Company assets.

3. Term. The term of this Agreement shall be for a period of sixty (60) months commencing from the date of this Agreement (the “Term”). The Term shall renew automatically for successive twelve (12) month periods unless the Consultant delivers written notice of non-renewal to the Company at least sixty (60) days prior to the expiration of the then-current Term.

4. Compensation. During the Term, as compensation in exchange for the Services, the Consultant shall be entitled to receive payments in the amounts specified on Exhibit B hereto. Such payments may include, without limitation, Class A Interests, Class B Interests, cash consulting fees, platform licensing fees, technology fees, acquisition and disposition structuring fees, administration fees, incentive equity and other compensation as approved by the Board. The Consultant shall be responsible for all taxes, withholdings and governmental charges arising from compensation received pursuant to this Agreement.

5. Independent Contractor. In performing the Services provided for hereunder, the Consultant is acting as an independent contractor. The Consultant shall not be deemed by virtue of this Agreement to be an employee, officer, director, manager, member, partner, fiduciary or agent of the Company, and the Company shall make no representation that may be construed as such.

6. Board Responsibilities and Review Process.

(a) The Board shall exercise independent judgment with respect to all recommendations submitted by the Consultant. The Board shall retain exclusive authority and responsibility for the management and control of the Company’s business and affairs, including, without limitation: (i) oversight and approval of all offering and capital formation matters, (ii) approval of all investments, acquisitions, dispositions, financings and strategic transactions; (iii) approval of annual budgets and operating plans; (iv) oversight of management and service providers; (v) approval of leverage, borrowings, distributions and material contracts; (vi) approval of any asset fractionalization, securitization or distribution strategy; (vii) determination of whether the Company’s assets or investment interests shall be made available through the XChange Place Platform; (viii) approval of compensation arrangements involving the Consultant or its affiliates; and (ix) any other actions reserved to the Board under the Company’s governing documents.

(b) For any recommendation from the Consultant involving a proposed investment, acquisition, disposition, financing, platform transaction, or strategic transaction exceeding a threshold as established by the Board from time to time, the Board shall prepare or cause to be prepared a written record summarizing: (i) the material facts considered; (ii) the principal factors supporting the Board’s decision; (iii) material risks identified; (iv) any alternatives evaluated; (v) any modifications made to the Consultant’s recommendation; and (vi) the basis for the Board’s final determination.

(c) The Board shall have sole discretion to accept, reject, modify, defer or take no action with respect to any recommendation submitted by the Consultant. The Board may reject any recommendation of the Consultant for any reason or for no stated reason.

(d) The Board shall retain all records pursuant to this Section 6 for a minimum of five (5) years and shall make such records available to auditors, regulators, legal counsel or other authorized parties upon request.

7. No Authority to Bind Company. The Consultant acknowledges and agrees that the Consultant has no authority to enter into contracts that bind the Company or create obligations on the part of the Company, including, but not limited to, committing Company capital, directing Company personnel, executing securities transactions on behalf of the Company or otherwise exercising discretionary authority over the Company’s asset. No recommendation, analysis, report, valuation, investment thesis, platform opportunity, market commentary, due diligence report or other communication provided by the Consultant shall be deemed binding upon the Company or the Board, nor shall the submission of any recommendation create any presumption that the Board will approve, implement or otherwise act upon such recommendation.

8. Covenant to Protect Confidential Information. The Consultant acknowledges that prior to the date hereof, it and its representatives has had access to, and during the course of its relationship with the Company it will have access to, significant Confidential Information.

(a) During the Term, the Consultant covenants and agrees (i) to maintain all Confidential Information in strict confidence and shall not disclose any Confidential Information to any other Person, except as necessary in connection with the performance of its duties and obligations under this Agreement, (ii) not to use any Confidential Information for any purpose whatsoever except in connection with the performance of its duties and obligations to the Company and (iii) not to disclose or use at any time, either during the Term or thereafter, any Confidential Information of which the Consultant is or becomes aware, whether or not such information was developed by the Consultant.

(b) Notwithstanding the provisions of this Agreement to the contrary, the Consultant shall not be subject to the limitations set forth in Section 8(a) with respect to any of the following activities by the Consultant:

(i) The Consultant’s disclosure or use of Confidential Information, if such Confidential Information is now or hereafter becomes generally known or available to the public other than as the result of a breach of this Section 8 by the Consultant;

(ii) The Consultant’s disclosure or use of Confidential Information, if such Confidential Information is received after the date of this Agreement from a third party that is not under an obligation of confidentiality to the Company; or

(iii) The Consultant’s disclosure of Confidential Information, if such Confidential Information is required to be disclosed by law, court order, or similar compulsion or in connection with any legal proceeding, provided that such disclosure shall be limited to the extent so required and, to the extent reasonably practicable and except to the extent prohibited by law, the Consultant shall give the Company notice of its intent to so disclose such Confidential Information and shall reasonably cooperate with the Company in seeking suitable confidentiality protections.

9. Representations and Warranties. The Consultant hereby represent and warrant to the Company that (i) the execution, delivery and performance of this Agreement by the Consultant does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which it is a party or any judgment, order or decree to which it is subject, (ii) the Consultant is not a party to or bound by any non-competition agreement, non-solicitation agreement, no-hire agreement, confidentiality agreement or similar agreement with any other Person that contains any restrictions or limitations on its ability to execute, deliver and perform this Agreement, (iii) upon the execution and delivery of this Agreement by the Company, this Agreement will be a valid and binding obligation of the Consultant; (iv) the Consultant’s performance of the Services under this Agreement will not violate securities laws or other applicable law or professional regulations, and (v) the Consultant is not a broker-dealer registered with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended or an investment adviser registered under the Investment Advisers Act of 1940, as amended.

10. Termination. This Agreement may be terminated either (a) as provided in Section 3, or (b) for Cause. As used in this Agreement, “Cause” means the Consultant or representatives of the Consultant are engaging in activities or conduct injurious to the reputation of the Company or its affiliates (or the Consultant or its affiliates) including, without limitation engaging in disparagement, defamatory statements, immoral acts or property crimes which become public knowledge or commission by Consultant or a Consultant representative of an act which constitutes a misdemeanor or a felony.

11. Enforcement.