Token Realty Exchange DAO
506(c) ACCREDITED INVESTORS ONLY

Private Investment Opportunity

Revolutionary Real Estate Tokenization Platform

$2,000,000
Total Raise Amount
10%
Equity Offered
$5,000
Price Per Share
400
Total Shares Available

Company Overview

Mission Statement

Token Realty Exchange DAO is a Wyoming-based decentralized exchange that facilitates compliant real estate equity tokenization, listing property tokens as OTC commodities for peer-to-peer trading.

What We Do

We have created the world's first platform for tokenizing real estate equity as commodity tokens, not securities. Our innovative approach:

  • Tokenizes real estate equity - Property owners can convert their equity into tradeable tokens
  • Creates liquid markets - Three distinct trading venues for different investor needs
  • Ensures compliance - Operates under CFTC guidelines, not SEC regulations
  • Provides security - All tokens backed by deed of trust or mortgage
  • Eliminates intermediaries - Peer-to-peer trading through smart contracts

Competitive Advantages

  • First-to-Market: Pioneering commodity-based real estate tokenization
  • Regulatory Clarity: Operates as commodities exchange, avoiding securities regulations
  • No Custody Risk: Platform never holds investor funds
  • Proven Partnerships: First American (title verification), Plaid (KYC/AML)
  • Scalable Technology: Audited smart contracts and AWS infrastructure

Platform Technology & Features

TREUSD Stablecoin

Our platform-native stablecoin is 1:1 backed by USDC with burn mechanics that create scarcity and increase value as service fees are burned from circulation.

Key Platform Features

  • AVM-Based Pricing: Token values determined by Automated Valuation Models
  • Smart Contract Trading: Fully automated peer-to-peer transactions
  • Portfolio Segregation: Token Realty Exchange Series LLC segregates portfolio and corporate liabilities
  • Title Security: All portfolios secured by deed of trust or mortgage
  • Transfer Mechanism: Proprietary token sale and buyback program ensures continuous security interest

User Categories

  • Property Owners: Licensed real estate professionals can tokenize client properties
  • Individual Investors: Trade tokens in secondary markets and create liquidity pools
  • Financial Advisors: Access institutional features including diversified token portfolios and managed liquidity pools
  • Licensee Partners: Earn revenue share by onboarding additional broker accounts

Technology Infrastructure

All smart contracts, AWS hosting, backend, and frontend systems have been professionally audited for security and will continue regular security audits on scheduled intervals.

Three-Market Trading System

1st Market - Primary Issuance

Purpose: Initial tokenized equity marketplace

Participants: Property owners selling tokens for TREUSD

Fees: No buying/selling fees

Minimum: $250 worth of tokens

Pricing: 3rd party AVMs

2nd Market - Order Book

Purpose: Non-automated secondary trading

Participants: Users listing tokens for sale until purchased

Fees: 3% buying fee (to original property owner), 3% selling fee (to platform)

Pricing: 3rd party AVMs

3rd Market - Liquidity Pools

Purpose: AMM-based trading with user-created pools

Participants: Users creating pools, setting fees up to 3%

Platform Fee: ¼% on top of user-set fees

Pricing: Spread calculation between high/low AVM values

Revenue Model

  • 1% fee on all tokenizations
  • ¼% fee on all token buys and sells in liquidity pools
  • 3% fee on order book sales
  • Licensee revenue share: 1/2% on all tokenization fees from partner accounts
  • Annual licensee renewals: 5% of collected revenue

Licensee Program

10 licensee accounts per state (5 sales managers, 5 licensed brokers) with ability to onboard partner accounts and earn 1/2% of tokenization fees. Annual renewal fee of 5% of collected revenue, with auction system for non-renewals.

Use of Investment Funds

Funds will be allocated proportionally based on actual amount raised

Detailed Allocation

Advertising/Marketing $450,000
Staffing / Payroll $375,000
Legal/Compliance $175,000
Software Expansion $150,000
Cyber Security $150,000
Exhibitions/Events $120,000
Corporate Office $84,000
Total Allocated $1,504,000
Cash Reserves $496,000

Strategic Focus Areas

  • Market Penetration (22.5%): Aggressive marketing to capture first-mover advantage
  • Team Building (18.75%): Hiring key personnel for operations and growth
  • Compliance (8.75%): Ensuring regulatory adherence and legal protection
  • Technology (15%): Platform expansion and security infrastructure
  • Industry Presence (6%): Conferences and relationship building
  • Operations (4.2%): Corporate infrastructure
  • Reserves (24.8%): Working capital and contingency funds

* Appropriation of funds may vary to best carry out business operations. Any deviation is clearly documented and a reporting statement issued to all investors.

Management Team

Andrew Schnelwar - Founder & CEO

Computer scientist with extensive experience in sales and business management

Technical Expertise: Blockchain, Web2 and Web3 technologies, AI/ML Scientist, Arduino, Robotics, Mechanical Engineering, Physics

Andrew Schnelwar

David John - Chief Technology Officer (CTO)

Education: Princeton University Law, International Business, Trade and Tax Law

Expertise: Blockchain architect with extensive experience in both Web2 and Web3 technologies

Specialization: Smart contract development, decentralized systems architecture, and blockchain integration

Leadership: Oversees all technical development and ensures platform security and scalability

David John

Leadership Team Background

Andrew Schnelwar - Founder & CEO

  • Fortune Company Experience: Motorola, Panasonic, Teac, Genuine Parts Company
  • Government Experience: Department of Defense
  • Computer Science: Deep understanding of software architecture and development
  • Blockchain Expertise: Web2 and Web3 technologies, smart contract development
  • AI/ML Scientist: Artificial intelligence and machine learning research and development
  • Hardware Engineering: Arduino, Robotics, and embedded systems development
  • Engineering Background: Mechanical Engineering and Physics foundations
  • Business Leadership: Natural outgoing sales personality with proven management experience
  • Innovation: Inventor of Property Commodity Tokens and architect of the regulatory framework

David John - Chief Technology Officer

  • Blockchain Expertise: Deep experience in blockchain architecture and smart contract development
  • Web3 Technologies: Extensive background in decentralized applications (dApps) and DeFi protocols
  • Web2 Integration: Proven ability to bridge traditional web technologies with blockchain systems
  • Security Focus: Specializes in platform security, audit processes, and vulnerability assessment
  • Scalability Solutions: Expert in designing systems that can handle high-volume transactions
  • Technical Leadership: Oversees development team and ensures architectural consistency

Innovation & Vision

Andrew invented Property Commodity Tokens, representing a first-to-market product positioned to transform both the real estate industry and the broader economy. His unique combination of technical expertise and business acumen provides the foundation for executing this revolutionary concept.

Leadership Philosophy

Combines deep technical understanding with practical business execution, ensuring the platform meets both regulatory requirements and market demands while maintaining the innovative edge necessary for market leadership.

Development Team

Gabriel Arebamen - Full Stack Developer - Head Developer

Specialization: Full Stack Web Developer | JavaScript and TypeScript Enthusiast

Technologies: React.js, Express, and Nest.js Developer

Focus: Frontend and backend web application development

Gabriel Arebamen

Miracle Apata - Backend Developer

Education: B.Sc in Electrical & Electronics Engineering (EEE) at Federal University of Technology Akure (FUTA)

Previous Education: Saint Thomas Aquinas College, Akure, Nigeria

Specialization: Backend Developer | Desktop Software | Python, JavaScript, OCaml, Dart

Miracle Apata

Salem (Iyanuloluwa) Olaoye - Smart Contract Developer

Education: Federal University of Technology Akure

Technologies: Solidity, Rust

Focus: Smart Contract Integration and Security

Salem Olaoye

James Ayomide - UX Designer

Education: Bachelor of Technology - BTech, Computer and Information Systems Security

Specialization: User Experience

Technologies: Figma

James Ayomide

Technical Expertise

Our development team brings diverse technical expertise across multiple programming languages and frameworks, ensuring robust platform development and maintenance. The combination of backend infrastructure development, desktop software capabilities, and full-stack web development provides comprehensive technical coverage for all platform requirements.

Revenue Model & Growth Projections

Conservative Growth Model

Based on 250 licensee broker accounts and 250 sales manager accounts with proven broker acquisition strategies.

Target Metrics Per Licensee Office

  • Agents per Office: 5+ licensed agents minimum
  • Target Deals: 40 tokenization deals per month per office
  • Per Agent Activity: 2 deals per agent per week
  • Average Deal Size: $100,000 tokenization value
  • Platform Fee: 1% on licensee deals, 0.5% on partner deals

Revenue Calculations

Monthly Revenue - Licensee Accounts

250 offices × 40 deals × $100,000 × 1%

= $10,000,000 monthly

Annual Revenue: $120,000,000

Partner Account Multiplier

Sales Managers: 250 accounts bringing partner brokers

Partner Fee: 0.5% (half of licensee rate)

Additional Revenue Potential: Significant upside beyond base model

Market Acquisition Strategy

  • 50,000 Licensed Broker Database: Comprehensive contact list ready for outreach
  • Instantly.ai Campaign: 50,000 automated emails monthly to qualified brokers
  • AI Cold Calling Assistant: Automated calling system targeting broker offices
  • Revenue Incentive: Clear value proposition of additional income streams
  • Proven Partnership Model: Licensee accounts earn 1/2% of tokenization fees from partners

Revenue Stream Breakdown

  • Primary Tokenization Fees: 1% on licensee accounts, 0.5% on partner accounts
  • Order Book Trading: 3% fees on secondary market sales
  • Liquidity Pool Fees: ¼% on all AMM trading
  • Annual Renewals: 5% of collected revenue from licensees
  • TREUSD Burn Mechanics: Service fees create token scarcity and value increase
  • Financial Advisor Commissions: Up to 6% total on diversified token sales

Scalability Model

Base Case Scenario

250 Licensee Offices: $120M annual revenue

Conservative Target: 2 deals per agent per week

Market Penetration: Less than 0.01% of available brokers

Growth Multipliers

Sales Manager Network: 250 additional accounts bringing partners

Partner Broker Revenue: Exponential growth potential

Market Size: 2M+ active real estate licenses, $1.8T annual transactions

Market Size Validation

With over 2 million active real estate licenses in the US and $1.8 trillion in annual real estate transactions, capturing even 1% of the tokenization market represents massive revenue potential. Our conservative model assumes only 250 active licensee offices, representing less than 0.01% of the available market.

Automated Acquisition System

Our sophisticated outreach infrastructure includes a 50,000 licensed broker contact database, automated email campaigns through Instantly.ai sending 50,000 emails monthly, and an AI cold calling assistant specifically designed to contact broker offices and promote the revenue opportunities of joining our exchange.

Future Platform Expansions

NFT Deeds & Blockchain Settlement

Revolutionary Technology: NFT-based property deeds with blockchain settlement

Speed: Property transactions completed in minutes vs. weeks

Cost Savings: Significant fee discounts to property owners

Global Reach: International buyers with crypto or fiat payment options

Integration: First American API for instant title verification and settlement

Enhanced Settlement Services

Instant Settlement: Minutes instead of 30-45 days

Legal Filing: Automated legal document filing services

Title Verification: Real-time First American title verification

International Access: Global buyer marketplace exposure

Revenue Model: Premium fees for expedited blockchain settlements

NET0ETF Travel & Benefits Fund

Automatic Equity Expansion for Shareholders

Cross-Platform Equity: Token Realty Exchange DAO equity shareholders automatically receive equity positions across all future platform expansions, including the NET0ETF & FLIP$ETF fund.

NET0ETF Business Model

Target Market: Hospitality businesses seeking debt elimination

Service Offering: Tokenization services to reach zero debt while retaining ownership

Revenue Stream: Tokenization fees from hospitality sector

Growth Strategy: Automated property acquisition and development

Technology Integration: AI-powered automated check-in/check-out systems

Vacation Rental Portfolio

Acquisition Strategy: Purchase or build high-tech vacation rentals

Automation Features: AI systems reduce/eliminate employee costs

Zero Debt Model: Immediate equity tokenization upon acquisition

Revenue Retention: Company retains ownership and rental income

Scaling Mechanism: Profits reinvested into additional properties

Shareholder Travel Benefits Program

Exclusive Member Benefits

Automatic Membership: All Token Realty Exchange DAO equity shareholders automatically become NET0ETF travel and benefits plan members.

  • 50% Discount: Half-price stays at all participating hospitality partners
  • NET0ETF Properties: 50% off all company-owned vacation rentals
  • Growing Network: Expanding portfolio of premium vacation properties
  • High-Tech Amenities: AI-powered property features and services
  • Global Access: International vacation rental network
  • NET0ETF Travel Benefits Card: Required for platform access and bookings

Watch: NET0ETF Overview

Watch: FLIP$ETF Overview

DAO Shareholder Ownership Structure

Automatic Equity in All Three Companies

Triple Ownership Benefit: Token Realty Exchange DAO investors automatically receive 10% ownership in NET0ETF and 10% ownership in FLIP$ETF upon investment.

  • Token Realty Exchange DAO: Primary real estate tokenization platform
  • NET0ETF: Zero-debt vacation rental acquisition and management company
  • FLIP$ETF: Distressed property acquisition and luxury vacation rental development
  • Protected Ownership: All three 10% ownership stakes are permanent and non-dilutable
  • Independent Fundraising: Each company may conduct separate fundraising rounds
  • No Dilution: Future investment rounds will NOT dilute DAO shareholders' ownership in any company
  • Triple Revenue Streams: DAO shareholders receive dividends from all three companies
  • Cross-Platform Benefits: Access to all services and benefits across all three platforms

FLIP$ETF Business Model

Distressed Property Strategy

Target Properties: Distressed properties in vibrant vacation communities

Acquisition Method: Purchase below market value due to distress conditions

Renovation Focus: Transform into luxury vacation rental properties

Predictive Pricing: Know exact post-renovation AVM value before purchase

Quick Turnaround: Rapid renovation and rental deployment

Revenue & Exit Strategy

Immediate Tokenization: Equity listed on Token Realty Exchange upon renovation completion

NET0ETF Partnership: NET0ETF purchases properties at AVM price for immediate reimbursement

Rental Income: Ongoing luxury vacation rental revenue

Portfolio Growth: Profits reinvested into additional distressed properties

Market Expansion: Target prime vacation destinations nationwide

FLIP$ETF & NET0ETF Synergy

Integrated Business Model

  • FLIP$ETF: Identifies, acquires, and renovates distressed vacation properties
  • Predictive Exit Pricing: Uses AVM technology to determine exact post-renovation value
  • NET0ETF Purchase: NET0ETF buys completed properties at AVM price
  • Immediate Tokenization: Property equity immediately listed on Token Realty Exchange
  • FLIP$ETF Reimbursement: Full investment recovery plus profit from NET0ETF purchase
  • NET0ETF Operations: Manages luxury vacation rental operations
  • Continuous Cycle: FLIP$ETF profits reinvested into new distressed properties

NET0ETF Travel Booking Platform

Travel Booking Website

Platform Service: Comprehensive travel booking platform

Booking Fees: Commission on all travel bookings

Payment Options: Multiple cryptocurrency and fiat currency support

Access Requirement: NET0ETF travel benefits card membership

Revenue Model: Booking fees + membership fees + transaction processing

Multi-Currency Payment System

Crypto Support: Bitcoin, Ethereum, USDC, and other major cryptocurrencies

Fiat Options: USD, EUR, GBP, and other major currencies

Card Integration: NET0ETF travel benefits card for seamless payments

Transaction Fees: Additional revenue from payment processing

Global Reach: International payment accessibility

Expanded Revenue Projections

Blockchain Settlement Revenue

Premium Service Fees: 2-3% for expedited blockchain settlements

NFT Deed Processing: $500-$1,000 per NFT deed creation

International Transaction Fees: 1.5% on cross-border transactions

API Integration Fees: Monthly SaaS fees for real estate professionals

NET0ETF Revenue Streams

Hospitality Tokenization: 1-2% fees on hospitality sector tokenizations

Vacation Rental Income: Direct rental revenue from owned properties

Travel Booking Fees: Commission fees on all platform bookings

Payment Processing: Transaction fees on crypto and fiat payments

Membership Fees: NET0ETF travel benefits card annual fees

Management Fees: Property management fees from tokenized hospitality partners

Technology Licensing: AI automation system licensing to hospitality industry

FLIP$ETF Revenue Streams

Property Flipping Profits: Immediate gains from distressed property renovations

NET0ETF Property Sales: Revenue from selling renovated properties to NET0ETF at AVM price

Rental Income Bridge: Short-term rental income during renovation-to-sale period

Development Consulting: Consulting fees for luxury vacation rental development

Market Analysis Services: AVM-based property valuation services

Construction Management: Project management fees for renovation projects

Total Addressable Market Expansion

Traditional Real Estate: $1.8 trillion annual US market (current focus)

Global Real Estate: $4.2 trillion international expansion opportunity

US Hospitality Industry: $660 billion annual market (NET0ETF target)

Distressed Property Market: $50+ billion annual distressed property sales (FLIP$ETF target)

Global Vacation Rental Market: $87 billion and growing 12% annually

Combined TAM: Over $6+ trillion across all targeted sectors

International Expansion Strategy

Commodity Token Classification Advantage

Regulatory Advantage: Our commodity token model is expandable internationally with minimal regulatory restrictions, unlike securities-based tokenization platforms that face complex compliance barriers in each jurisdiction.

Priority Expansion Markets

Canada: $2.1 trillion real estate market with similar legal framework

European Union: $15+ trillion combined real estate market

Regulatory Benefits: Commodity classification reduces compliance complexity

Market Entry: Faster market penetration vs. securities-based competitors

Scalability: Proven technology platform ready for international deployment

International Revenue Potential

Canada Market: Potential $2+ billion annual revenue at 1% market penetration

EU Market: Potential $15+ billion annual revenue opportunity

Combined International: $17+ billion additional revenue potential

Timeline: Canada expansion year 2, EU expansion year 3-4

Local Partnerships: First American equivalent partnerships in target markets

Competitive International Advantages

  • Regulatory Simplicity: Commodity tokens face fewer cross-border restrictions than securities
  • Proven Technology: Audited smart contracts and infrastructure ready for international deployment
  • First-Mover Advantage: Pioneer commodity-based model in international markets
  • Blockchain Settlement: Cross-border transactions facilitated by blockchain technology
  • Multi-Currency Support: Platform already designed for crypto and fiat payments
  • NET0ETF Integration: International vacation rental network supports global expansion

Operating Agreement Summary

Token Realty Exchange DAO LLC Operating Agreement

This Operating Agreement governs the rights, obligations, and operations of Token Realty Exchange DAO LLC and its Members (investors).

Member Rights and Ownership

  • Equity Ownership: Members own percentage interests in the LLC based on their investment amount
  • Voting Rights: Proportional voting on major decisions affecting the company
  • Information Rights: Regular financial reports and updates on company operations
  • Inspection Rights: Access to company books and records with reasonable notice

Distribution Policy

Weekly Dividend Distributions

Distribution Schedule: Weekly distributions of net profits to Members based on their proportional ownership percentage.

Calculation: Net platform revenue minus operating expenses and third-party fees (banking, transmitter fees, etc.)

Distribution Method: Electronic transfer to Member's designated account

Timing: Distributions calculated weekly on Sunday, paid by the following Friday

Management Structure

  • Managing Member: Andrew Schnelwar retains management control of daily operations
  • Operating Decisions: Day-to-day operations managed by Andrew Schnelwar and management team
  • Annual Meetings: Members entitled to annual meeting with financial review and business updates

Transfer Restrictions

  • Restricted Securities: Member interests are restricted securities under federal law
  • Transfer Approval: Transfers require company approval and compliance with securities laws
  • Right of First Refusal: Company has right of first refusal on any proposed transfers
  • Accredited Investor Requirement: All transferees must be accredited investors

Capital Contributions and Additional Funding

  • Initial Contributions: Members contribute cash in exchange for membership interests
  • No Additional Calls: No mandatory additional capital contributions required
  • Anti-Dilution: Current round investors receive anti-dilution protection

Dissolution and Liquidation

  • Liquidation Events: Sale of company or bankruptcy
  • Distribution Priority: Return of capital contributions first, then proportional distribution of remaining assets

Private Placement Memorandum

Important Notice

This Private Placement Memorandum contains confidential information. Distribution is restricted to accredited investors only. This investment involves substantial risks including total loss of capital.

Executive Summary

Token Realty Exchange DAO LLC is raising $2,000,000 through the sale of 10% equity to accredited investors. The company operates the world's first real estate equity tokenization platform treating property tokens as commodities rather than securities.

Investment Highlights

  • First-to-Market Advantage: Pioneer in commodity-based real estate tokenization
  • Massive Market Opportunity: $1.8 trillion annual US real estate market
  • Regulatory Clarity: Operates under CFTC guidelines, not SEC securities regulations
  • Proven Revenue Model: Multiple fee streams with $120M annual potential
  • Weekly Dividends: Immediate income generation for investors
  • Scalable Technology: Audited smart contracts and infrastructure

Market Analysis

Total Addressable Market

  • US Real Estate Market: $1.8 trillion in annual transactions
  • Licensed Real Estate Professionals: 2+ million active licenses
  • Target Market: Real estate equity currently illiquid and inaccessible
  • Market Gap: No existing commodity-based tokenization platform

Competitive Advantages

  • Regulatory Moat: Commodity classification avoids securities regulations
  • No Custody Risk: Platform never holds investor funds
  • Network Effects: Value increases with more brokers and properties
  • Technology Barriers: Complex smart contract and compliance infrastructure
  • Partnership Ecosystem: Integrated with First American and Plaid

Financial Projections

Conservative Base Case

Year 1: 50 licensee offices - $24M revenue

Year 2: 150 licensee offices - $72M revenue

Year 3: 250 licensee offices - $120M revenue

Growth Driver: 40 tokenizations per office monthly

Revenue Streams

Primary: 1% tokenization fees (licensees)

Secondary: 0.5% tokenization fees (partners)

Trading: 3% order book fees + ¼% liquidity pool fees

Renewals: 5% annual licensee renewal fees

Risk Factors

Key Investment Risks

  • Regulatory Risk: Changes in commodity or securities regulations could impact business model
  • Technology Risk: Platform security, smart contract vulnerabilities
  • Market Adoption: Real estate industry slow to adopt new technologies
  • Competition: Larger companies could enter market with more resources
  • Economic Risk: Real estate market downturns could reduce platform usage
  • Liquidity Risk: No public market for company shares
  • Total Loss: Investors could lose entire investment

Use of Proceeds

The $2,000,000 raised will be allocated as follows:

  • Marketing/Advertising: $450,000 (22.5%) - Market penetration and broker acquisition
  • Staffing/Payroll: $375,000 (18.8%) - Key personnel and team expansion
  • Legal/Compliance: $175,000 (8.8%) - Regulatory compliance and legal protection
  • Technology/Security: $300,000 (15%) - Platform expansion and security infrastructure
  • Operations: $204,000 (10.2%) - Office space and exhibitions
  • Working Capital: $496,000 (24.8%) - Operations and contingency

Management Team

Andrew Schnelwar - Founder & CEO

Computer scientist and business executive with experience at Fortune companies including Motorola, Panasonic, Teac, Genuine Parts Company, and Department of Defense. Inventor of Property Commodity Tokens and architect of the platform's regulatory approach.

Exit Strategy

  • Strategic Acquisition: Potential acquisition by real estate or fintech companies
  • Private Equity: Sale to private equity or growth capital firms
  • Management Buyout: Potential buyout of investor interests
  • Dividend Strategy: Long-term income generation through weekly distributions

Subscription Agreement

Instructions

Please print this agreement, complete all sections, sign, and email a scanned copy to info@tokenrealty.exchange or mail the original to our corporate address.

Subscription Agreement - Print Instructions

Click the "Print Subscription Agreement" button below to open a printable version in a new window. This will print only the subscription document without the website layout.

After printing: Complete all fields, sign, and email to info@tokenrealty.exchange

SUBSCRIPTION AGREEMENT

TOKEN REALTY EXCHANGE DAO LLC

Rule 506(c) Private Placement Offering

TO: Token Realty Exchange DAO LLC

FROM: The undersigned subscriber ("Subscriber")

DATE: ________________________

1. SUBSCRIPTION

The undersigned hereby subscribes for membership interests in Token Realty Exchange DAO LLC (the "Company") as follows:

Number of Shares: __________ shares at $5,000 per share

Total Investment Amount: $__________________

2. SUBSCRIBER INFORMATION

Full Legal Name: _________________________________________________

Address: _______________________________________________________

_________________________________________________________________

Phone: _________________ Email: _____________________________

Social Security Number/Tax ID: _________________________________

3. ENTITY SUBSCRIBERS (If Applicable)

Entity Name: ___________________________________________________

State of Formation: ___________________________________________

Authorized Signatory: __________________________________________

Title: _______________________________________________________

4. ACCREDITED INVESTOR STATUS

The Subscriber represents and warrants that (check all that apply):

Individual: I have a net worth exceeding $1,000,000 (excluding primary residence)

Individual: I have income exceeding $200,000 in each of the past two years ($300,000 if married) with expectation of same for current year

Entity: Entity has total assets exceeding $5,000,000

Professional: I hold professional certifications as: ________________

5. INVESTMENT REPRESENTATIONS

The Subscriber represents and warrants that:

☐ This investment is NOT financed by any third party

☐ I have received and reviewed all offering materials

☐ I understand this is a speculative investment with risk of total loss

☐ I am purchasing for investment purposes, not for resale

☐ I understand these are restricted securities with transfer limitations

☐ I have adequate means of providing for my current needs and contingencies

6. DIVIDEND INSTRUCTIONS

Preferred Payment Method for Weekly Dividends:

☐ ACH Transfer ☐ Wire Transfer ☐ Check

Bank Account Information:

Bank Name: ___________________________________________________

Account Holder Name: _________________________________________

Account Number: _____________________________________________

Routing Number: _____________________________________________

7. PAYMENT INSTRUCTIONS

Investment funds will be sent via:

☐ Wire Transfer ☐ ACH Transfer ☐ Certified Check

Company Banking Information:

Bank details will be provided upon acceptance of this subscription.

8. SIGNATURE

By signing below, I acknowledge that:

  • I have read and understand all offering materials
  • All representations made herein are true and complete
  • This subscription is subject to acceptance by the Company
  • I agree to the terms of the Operating Agreement

Subscriber Signature: ________________________________________

Print Name: _____________________________________________

Date: ____________________

Spouse Signature (if married and investing jointly):

_________________________________________________________________

Print Name: _____________________________________________

Date: ____________________

FOR COMPANY USE ONLY

Subscription Accepted: ☐ Yes ☐ No

Date Accepted: _________________

Authorized Signature: _____________________________________

Title: ___________________________________________________

Required Supporting Documents

Please include the following with your subscription:

  • Accredited Investor Verification: Recent bank statements, tax returns, or CPA letter
  • Entity Documents: Articles of incorporation, operating agreement (if applicable)
  • Government ID: Copy of driver's license or passport
  • W-9 Form: For tax reporting purposes

Send completed documents to:

Email: info@tokenrealty.exchange

Subject Line: "Subscription Agreement - [Your Name]"

Investment Terms & Structure

506(c) Offering Structure

This offering is conducted under Rule 506(c) of Regulation D, restricted to accredited investors with verification required.

This is a best efforts offering with no minimum raise requirement. The Company will accept subscriptions and use funds as they are received

Investment Details

  • Total Raise: $2,000,000
  • Equity Offered: 10% of the company
  • Share Price: $5,000 per share
  • Total Shares: 400 shares available
  • Company Valuation: $20,000,000
  • Investor Limit: Up to 35 non-accredited investors permitted
  • Accredited Investors: Unlimited number permitted

Investor Rights

  • Equity ownership in Token Realty Exchange DAO LLC
  • Proportional voting rights on major corporate decisions
  • Right to financial reporting and updates
  • Liquidation preferences as outlined in operating agreement
  • Anti-dilution protections for current round

Weekly Dividend Distribution

Investors receive weekly dividend payments based on their proportional ownership percentage of platform profits. Dividends are calculated from net platform revenue after deducting any banking or transmitter fees charged by third parties.

Example: 10% equity ownership = 10% of weekly net profits distributed as dividends

Important Disclaimers

This investment involves significant risks including total loss of capital. Past performance does not guarantee future results. This offering is restricted to accredited investors only. All prospective investors must verify accredited status before participation.

Next Steps

  • Accreditation Verification: Submit documentation proving accredited investor status
  • Due Diligence: Review all offering documents and financial projections
  • Legal Review: Consult with your attorney and financial advisor
  • Investment Decision: Complete subscription agreement and fund transfer