Sprocket Network, LLC a Subsidiary Co

Offeree______SAMPLE WORK PRODUCT ONLY______No. ______PRIVATE PLACEMENT MEMORANDUM (Revised 12-14-17) Sprocket Network, LLC A Subsidiary Co. of Commonwealth Capital, LLC The Chicago Mercantile Exchange Bldg. 30 S. Wacker Dr. 22nd Floor Chicago, IL 60606

PARTICIPATING & CONVERTIBLE PREFERRED UNITS 6.75% Stated Cumulative Dividend 10% Participation of Net Income 10% Common Equity Conversion Callable: 12/31/2022 at 110% of Par

Number of Price per Discounts & Commissions per Aggregate Discounts & Net Proceeds to Preferred Preferred Preferred Unit Commissions Issuer Units Unit 50,000 $100 $10.00 $500,000 $4,500,000

The Securities offered by this Private Placement Memorandum (“Memorandum”) are offered only to an unlimited amount of “accredited investors” only as defined in SEC Regulation D, Rule 501. Only these prospective investors are authorized to receive this Memorandum and participate in the offering. The Securities offered hereby have not been approved or disapproved by the Securities Exchange Commission, or any State’s Securities Bureau, nor have the foregoing authorities passed on the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense. These securities may not be sold, transferred, or otherwise disposed of by an investor in the absence of an effective registration statement or an opinion of legal counsel that registration is not required. The securities are to be considered illiquid. No public market exists for these securities. Our Management cannot guarantee, warrant, or further assure that any type of liquid market will develop. The securities offered herein are to be considered high risk in nature.

Private Placement Memorandum Dated: November 20, 2017. Offering expires January 15, 2018. 1

Table of Contents INTRODUCTORY STATEMENT ...... 7 STATE RESTRICTIVE LEGENDS ...... 12 NOTICE TO RESIDENTS OF ALL STATES: ...... 12 NOTICE TO ALABAMA RESIDENTS ...... 13 NOTICE TO ALASKA RESIDENTS ...... 13 NOTICE TO ARIZONA RESIDENTS ...... 13 NOTICE TO ARKANSAS RESIDENTS ...... 13 NOTICE TO CALIFORNIA RESIDENTS ...... 14 NOTICE TO COLORADO RESIDENTS ...... 14 NOTICE TO CONNECTICUT RESIDENTS ...... 14 NOTICE TO DELAWARE RESIDENTS...... 14 NOTICE TO FLORIDA RESIDENTS ...... 14 NOTICE TO GEORGIA RESIDENTS ...... 15 NOTICE TO HAWAII RESIDENTS ...... 15 NOTICE TO IDAHO RESIDENTS ...... 15 NOTICE TO ILLINOIS RESIDENTS ...... 15 NOTICE TO INDIANA RESIDENTS ...... 15 NOTICE TO KANSAS RESIDENTS ...... 15 NOTICE TO KENTUCKY RESIDENTS ...... 15 NOTICE TO LOUISIANA RESIDENTS ...... 16 NOTICE TO MARYLAND RESIDENTS ...... 16 NOTICE TO MASSACHUSETTS RESIDENTS ...... 16 NOTICE TO MICHIGAN RESIDENTS...... 16 NOTICE TO MINNESOTA RESIDENTS ...... 17 NOTICE TO MISSISSIPPI RESIDENTS ...... 17 NOTICE TO MISSOURI RESIDENTS ...... 17 NOTICE TO NEBRASKA RESIDENTS ...... 17 NOTICE TO NEW HAMPSHIRE RESIDENTS ...... 17 NOTICE TO NEW JERSEY RESIDENTS ...... 18 NOTICE TO NEW MEXICO RESIDENTS ...... 18 NOTICE TO NEW YORK RESIDENTS...... 18 2

NOTICE TO OHIO RESIDENTS ...... 18 NOTICE TO OKLAHOMA RESIDENTS ...... 18 NOTICE TO OREGON RESIDENTS ...... 18 NOTICE TO PENNSYLVANIA RESIDENTS ...... 18 NOTICE TO RHODE ISLAND RESIDENTS...... 19 NOTICE TO SOUTH CAROLINA RESIDENTS ...... 19 NOTICE TO SOUTH DAKOTA RESIDENTS ...... 19 NOTICE TO TENNESSEE RESIDENTS...... 19 NOTICE TO TEXAS RESIDENTS ...... 20 NOTICE TO VIRGINIA RESIDENTS ...... 20 NOTICE TO WASHINGTON STATE RESIDENTS ...... 20 NOTICE TO WISCONSIN RESIDENTS ...... 20 EXECUTIVE SUMMARY ...... 21 Structure of the Corporate Group ...... 23 Expected Revenue Streams...... 24 Risk Mitigation Strategy ...... 24 Barriers to Entry - Current ...... 25 Barriers to Entry - Future ...... 26 Exit Strategy...... 27 Summary of the Offering...... 28 Qualified Accounts...... 30 THE CAPITAL MARKETS INDUSTRY...... 31 Investment Banking...... 31 Crowdfunding ...... 31 Venture Capital Industry ...... 32 THE COMPANY’S BUSINESS MODEL ...... 37 Commonwealth Capital Income Fund I, LLC as the Magnet ...... 37 Friction Free Capitalism™ as the Revolution ...... 39 New Business Network™ as the Facilitator ...... 40 The Sprocket Network™ as the Catalyst ...... 41 The Sprocket Blueprint™ as the Corp. and Social Engineering Mechanism ...... 42 Corporate Engineering ...... 43 3

Financial Architect System™ as the VC Fund Screening Mechanism...... 43 Financial Architect™ Components...... 44 Financial Architect™ - Future Goals...... 47 Revolutionizing an Industry...... 47 The Commonwealth Capital Difference ...... 50 Fund Organizational Structure ...... 51 Current Holdings ...... 52 MANAGEMENT ...... 52 Chairman & CEO: Timothy Daniel Hogan...... 52 Vice Chairman & Executive Vice President: Robert Kuntz ...... 53 Director & Chief Legal Counsel - Russell C. Weigel, III, Esq...... 54 Director & Executive Director - Investment Policy: Charles D. Dreher...... 55 Chief Operating Officer: Ben Ortiz ...... 55 Director & Chief Marketing Officer: Brian Vaszily ...... 56 Chief Technology Officer: Soorena Salari ...... 57 National Sales Director: Jason Stelle ...... 58 Director: Scott J. McKinnon ...... 59 MARKETING PLAN ...... 59 Market Size for Sprocket Network™ ...... 59 Sales Associates ...... 60 Current Status...... 61 Radio Show ...... 61 College Courses ...... 61 COMPETITION ...... 62 TERMS OF THE OFFERING ...... 63 General...... 63 Description of the Convertible Participating Preferred Units...... 64 Investor Representations...... 65 Representations, Warranties and Covenants of the Company...... 65 Capitalization Plan...... 66 Minimum Purchase Requirement...... 66 The Offering Period...... 66 4

Availability of Information...... 67 Escrow Agent...... 67 Registrar & Transfer Agent...... 67 Preferred Unit-holder Right of Inspection of Books and Records...... 67 Plan of Distribution...... 68 Total Original Size of Offering...... 68 Estimated Use of Proceeds Statement...... 68 Prior Offerings...... 68 Documents Incorporated by Reference...... 68 Voting Rights...... 68 Voting Control...... 69 Preemptive Rights...... 69 Company’s First Right of Refusal...... 69 How to Purchase Convertible Participating Preferred Units...... 70 RISKS AND OTHER IMPORTANT FACTORS ...... 71 Best Efforts Offering...... 71 Limited Substantial Operating History...... 71 No Guarantee of Profitability...... 71 No Guaranteed Return of Investor’s Capital Contributions...... 71 Capital Requirements...... 71 Arbitrary Determination of Offering Price...... 72 Competition...... 72 Reliance upon Management...... 72 Reliance on Market Research...... 72 Governmental Regulation...... 73 Financial Projections...... 73 Restrictions on Transfer...... 73 Private Offering Exemption and Compliance...... 74 No Litigation...... 74 Dilution...... 74 No Insolvency...... 74 No Criminal Background...... 75 5

No Civil Litigation...... 75 No Administrative Proceedings...... 75 No Self-Regulatory Proceedings...... 75 Ministerial Errors and Omissions...... 75 Investor Suitability Standards...... 75 Tax Structure...... 75 Tax Matters...... 76 ERISA Considerations...... 81 U. S. Securities Laws and Foreign Investors...... 82 Compliance with Anti-Money Laundering Requirements...... 83 EXHIBIT A: PRO FORMA FINANCIAL PROJECTIONS ...... 84 SOURCES AND USES STATEMENT ...... 84 EXHIBIT B: SUBSCRIPTION AGREEMENT ...... 102 EXHIBIT C: CURRENT FINANCIAL STATEMENTS...... 111 EXHIBIT D: DIRECTORSHIP AGREEMENT ...... 112 EXHIBIT E: EXECUTIVE EQUITY COMPENSATION & VESTING SCHEDULE* ...... 123 EXHIBIT F: INVESTMENT POLICY STATEMENT ...... 125 EXHIBIT G: SPROCKET OPERATING AGREEMENT ...... 134

INTRODUCTORY STATEMENT

Sprocket Network, LLC, “The Sprocket Network™,” “Sprocket,” “The Company,” or “The Firm” is offering equity participations in the form of “Convertible Participating Preferred Units” only to a limited number of investors who meet certain qualifications necessary for the offer and sale of the Units to be exempt from registration under state and federal securities laws. Owners of Convertible Participating Preferred Units are also known as Class B, Non-voting “Preferred Members.” The term “Member,” shall only apply to Class A, Voting “Common Members,” unless otherwise referenced.

Only those who meet the “accredited investor” definition in SEC Regulation D Rule 501, are authorized to receive this Private Placement Memorandum and participate in the offering. Foreign (non-residents of the United States of America) investors may also invest under the same protocol, as long as their investment funds are drawn (via, check, money order, ACH transfer or fed funds wire) originating from an account at a U.S. Financial Institution.

From the original 50,000 Units authorized 50,000 are available for sale in this 2nd Round of Financing, are hereby made available to the prospective investor(s) so named on this page as offeree at a per Unit price of $100.00 per unit as par value. See Summary of the Offering and Terms of the Offering.

The proceeds from this offering are to be used as initial and general working capital as necessary to execute the business plans contained herein. A complete “Sources and Uses Statement” is contained in Exhibit A.

The purchaser of a Convertible Participating Preferred Unit will become a Preferred Member in the Company with only those rights, duties, and obligations accorded a Preferred Member pursuant to the Company’s Articles of Organization and Operating Agreements, and otherwise in full accordance with the limited liability corporation laws of the State of Michigan.

This Private Placement Memorandum (the “Memorandum” or “PPM”) is made available on a confidential basis for use solely in connection with this Offering of the Convertible Participating Preferred Units of Commonwealth Capital, LLC. This offering is a private placement intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and applicable state securities registration requirements. The use of the Memorandum for any other purpose is not authorized.

By agreeing to receive this Memorandum, you, the recipient (and your officers, DIRECTORS, employees, agents, associates or affiliates) agree that you and they will:

1. Not divulge to any other party any information contained herein or in any notes, summaries or analysis derived from this Memorandum, and

2. Not reproduce or redistribute the Memorandum in whole or in part, except as may be required by applicable law.

This Memorandum does not purport to contain all of the information that a prospective investor may desire in investigating the Company. Each investor must conduct and rely upon his/her or its own evaluation of the Company and of the terms of the offering, including the merits and risks, involved in making an investment decision. The Company hereby offers to the investor the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished to the investor.

This Memorandum is not intended to be, nor shall it be construed as, a complete description of the facts, risks or consequences regarding an investment in the offering or as legal, accounting, tax, business, investment or other expert advice. All potential investors should perform their own independent investigations of the offering, the market potential, the Management, the securities, and similar industries. All potential investors should consult their own qualified advisors concerning the investment and the suitability relating to an individual or an institutional investor's ability to sustain a total financial loss of an investment in the Company.

This Memorandum speaks as of the date shown on the cover. Neither the delivery of this Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company after the date hereof.

No person has been authorized to give any information other than that contained in this Memorandum, or to make any representations in connection with the Offering made hereby, except information given to you by an authorized manager of the Company on Company letterhead. If you receive information in any other format, such other information or representations must not be relied upon as information approved or endorsed by the Company.

Investors will be required to represent that: (1) they are sophisticated in business and financial matters or have been properly advised by someone who is; (2) they are familiar with and understand the terms of the Offering; (3) they are or are not accredited investors as further defined within the subscription agreement; and (4) they, either individually or together with their purchaser-representative/advisor, have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment.

Other information and opinions contained herein have been obtained by Management from sources deemed reliable, or they are beliefs held by certain personnel within Management. Such information and opinions necessarily incorporate significant assumptions, as well as, factual matters. Therefore, Management cannot guarantee the accuracy of all of the information contained herein.

These securities are subject to restrictions on transferability and resale, and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Investors should be aware that they might be required to bear the financial risks of the investment for an indefinite period of time. Potential investors should be aware that a legend reciting the restrictions on transferability will be placed upon the security and that they will be asked to sign a written agreement that the securities will not be resold without registration under applicable securities laws or exemptions thereof.

The purchase of Convertible Participating Preferred Units involves risk. See “Risks and Other Important Factors”. Each prospective investor is urged to read this entire Memorandum, including the Exhibits Section, and make a thorough investigation of the Company in light of the risk factors.

THE RECIPIENT ACCEPTING DELIVERY OF THIS MEMORANDUM AGREES TO MAINTAIN ITS CONFIDENTIAL NATURE AND TO RETURN THIS MEMORANDUM AND ALL FURNISHED DOCUMENTS HEREWITH TO THE COMPANY UPON REQUEST, IF THE RECIPIENT DOES NOT PURCHASE ANY OF THE CONVERTIBLE PARTICIPATING PREFERRED UNITS OFFERED HEREIN.

All potential investors are invited to ask questions and obtain additional information from the Management concerning the terms and conditions of the offering, the Management, and any affiliations thereof, and any other relevant matters, including, but not limited to, additional information to verify the accuracy of the information set forth in this Memorandum. Questions concerning the Company and any requests for additional information should be directed to:

Timothy Daniel Hogan, CEO; Charles D Dreher, Executive Director – Investment Policy Or Robert Kuntz, Executive Vice President; Sprocket Network, LLC The Chicago Mercantile Exchange Bldg. 30 S. Wacker Dr. 22nd Floor Chicago, IL 60606 (312) 466-5778 Or “Contact Us” on any one of our Websites as listed within this Memorandum

This Memorandum contains certain “forward-looking statements” within the meaning of section 27A of the Securities Act, as amended, and section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and case law. All statements, other than statements of historical fact included in this Memorandum, including without limitation certain statements under the headings “Summary of the Offering,” “The Company,” “Pro Forma Financial Projections” and other similar headings, may constitute forward-looking statements. Forward-

looking statements can often (but not always) be identified by terminology such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “intend,” “expect,” and “continue,” or variations thereof, and similar expressions.

Although Management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from the Company’s expectations (“cautionary statements”) are disclosed in this Memorandum, including without limitation in conjunction with the forward-looking statements included in this Memorandum and in the section of this Memorandum entitled “Risks and Other Important Factors,” and under the description of the Company and its business.

All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth herein. The Company disclaims any intention or obligation to update any forward- looking statements, whether as a result of new information, future events or otherwise.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to sell these securities to anyone other than investors with the requirements set forth in the subscription agreement, or to any person to whom it is unlawful to make such an offer or solicitation and does not constitute an offer to sell or solicitation to any member of the general public. This Memorandum constitutes an offer or a solicitation of an offer only to the person named as offeree and to whom this Memorandum is delivered by Management of the Company or through a representative FINRA Member firm(s), if any.

The Convertible Participating Preferred Units are being offered by the Company hereunder subject to prior sale, withdrawal, cancellation, or modification of the offer without notice, and, when modified by notice, as and if delivered to and accepted by the purchasers thereof. No sale of any of the Convertible Participating Preferred Unit offered hereunder shall be complete unless accepted in writing by the Company. The Company may decline any subscription for any of the Convertible Participating Preferred Unit at its sole discretion and for any reason or for no reason.

The Company’s General Manager (CEO) and other principals may, from time-to-time, be engaged in related or unrelated activities. Such individuals may serve as managers and principals of other organizations, which are not in direct competition with the Company, its financial goals and objectives.

No dealer, salesperson, finder or any other person has been authorized to give any information or to make any representations or promises other than those contained in this Memorandum, and any such other information, representations, or promises, if given or made, must not be relied upon as having been so authorized. The delivery of this Memorandum or any sale hereunder at any time does not imply that the information herein is correct as of any time subsequent to the date hereof.

This Memorandum includes summaries and/or descriptions of various documents. Such summaries do not purport to be complete and are qualified in their entirety by reference to the original documents, which are attached, either as exhibits to this Memorandum or will be made available to any prospective investor upon written request to the Company.

The Company will provide all purchasers of Convertible Participating Preferred Units with a detailed written statement of the application of the proceeds of the offering by the end of the next full calendar after the completion of the offering and with annual current balance sheets and income statements thereafter.

The Company will make available to any Convertible Participating Preferred Unit-holder or their designated representative the right to inspect the books and records of the Company at any reasonable time for proper purposes, upon written request to the Company.

The Company agrees to maintain at its offices a list of the names and addresses of all Convertible Participating Preferred Unit-holders, which shall be available to any Convertible Participating Preferred Unit-holders or its designated representative.

This investment involves a high degree of risk. The Company is a wholly controlled subsidiary of Commonwealth Capital Advisors, a company founded on April 2, 1998. The Company is in the early stages of development with a limited history of proven record of business operations in the applications as described throughout this Memorandum. An investor could lose his/her or its entire investment in the Convertible Participating Preferred Unit offered hereby.

Among the risks and other factors to be considered carefully by potential investors are those set forth below under the heading “Risks and Other Important Factors.”

This Memorandum has been prepared solely for informational purposes and is for distribution to a limited number of investors. The Company anticipates that this offering may continue through January 15, 2018 unless the Company, in its sole discretion, sooner terminates or extends the offering. Management shall use the proceeds from this offering as received.

OFFER VOID WHERE PROHIBITED BY LAW.

CONFIDENTIALITY

THIS AGREEMENT IS BEING FURNISHED TO PROSPECTIVE INVESTORS ON A CONFIDENTIAL BASIS FOR USE SOLELY IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY.

BY ACCEPTING THIS MEMORANDUM, THE RECIPIENT HEREOF AGREES TO (1) NOT DISTRIBUTE OR REPRODUCE THIS MEMORANDUM, IN WHOLE OR IN PART, AT ANY TIME, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, AND (2) TO KEEP CONFIDENTIAL THE EXISTENCE OF THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN OR MADE AVAILABLE IN CONNECTION WITH ANY FURTHER INVESTIGATION OF THE COMPANY.

THIS AGREEMENT IS CONFIDENTIAL AND PROPRIETARY AND IS BEING FURNISHED BY THE COMPANY TO PROSPECTIVE INVESTORS IN CONNECTION WITH THE OFFERING OF SECURITIES EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, SOLELY FOR SUCH INVESTORS’ CONFIDENTIAL USE, WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT PRIOR WRITTEN PERMISSION FROM THE COMPANY, SUCH PERSONS WILL NOT RELEASE THIS AGREEMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTION OF OR USE THIS AGREEMENT FOR ANY PURPOSE OTHER THAN EVALUATION OF POTENTIAL INVESTMENT IN THE SECURITIES.

STATE RESTRICTIVE LEGENDS

THE INCLUSION OF RESTRICTIVE LEGENDS FOR EACH STATE IN THIS MEMORANDUM IS NOT INTENDED TO IMPLY THAT THE SECURITIES COVERED BY THIS MEMORANDUM ARE TO BE OFFERED FOR SALE IN EVERY STATE, BUT IS MERELY A PRECAUTION IN THE EVENT THIS MEMORANDUM MAY BE TRANSMITTED INTO ANY STATE OTHER THAN AS MAY BE DELIVERED BY THE COMPANY.

NOTICE TO RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD SOLELY IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS. THERE IS NO PUBLIC MARKET FOR THE SECURITIES OF THE COMPANY. EVEN IF SUCH MARKET EXISTED, PURCHASERS OF SECURITIES WILL BE REQUIRED TO REPRESENT THAT THE SECURITIES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND PURCHASERS WILL NOT BE ABLE TO RESELL THE SECURITIES UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND QUALIFIED UNDER THE APPLICABLE STATE STATUTES (OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE). PURCHASERS OF THE SECURITIES SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSION OR ANY OTHER STATE OR FEDERAL REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING, NOR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SEE "INVESTOR SUITABILITY STANDARDS,” “RISK AND OTHER IMPORTANT FACTORS".

THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY 12

BE MADE IN ANY PARTICULAR STATE. THIS MEMORANDUM MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS.

THE SECURITIES REPRESENTED HEREIN HAVE NOT BEEN REGISTERED WITH THE SECURITIES COMMISSION PURSUANT TO SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) IN RELIANCE ON EXEMPTIONS FROM REGISTRATION INCLUDING SECTION 3(B), SECTION 4(2), REGULATION D, RULE 504, 505 OR 506 AND SECTION 4(5) THE “ACCREDITED INVESTOR EXEMPTION” THEREUNDER FOR LIMITED OFFERINGS, FOR PRIVATE OFFERINGS AND REGULATION S, FOR OFFERINGS TO FOREIGNERS.

NOTICE TO ALABAMA RESIDENTS THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO ALASKA RESIDENTS THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF ALASKA PROVISIONS OF 3 AAC 08.500—3 THROUGH AAC 08.506. THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT OF THE REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION OF A.S. 45.55.170.

THE INVESTOR MUST RELY ON THE INVESTOR’S OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

NOTICE TO ARIZONA RESIDENTS THE Units / UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF THE STATE OF ARIZONA (THE “ARIZONA ACT”), AND THEY THEREFORE HAVE THE STATUS OF SECURITIES ACQUIRED IN AN EXEMPT TRANSACTION UNDER ARS SECTION 44-1844 OF THE ARIZONA ACT. THE Units / UNITS CANNOT BE RESOLD WITHOUT REGISTRATION UNDER THE ARIZONA ACT OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.

NOTICE TO ARKANSAS RESIDENTS THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 14(B) (14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAVE PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO CALIFORNIA RESIDENTS IT IS UNLAWFUL TO CONSUMMATE A SALE, TRANSFER OF THESE SECURITIES OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFROM WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF (NAME OF STATE), EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES. THE SALE OF THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR THE RECEIPT OF CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE THEREOF IS EXEMPT UNDER APPLICABLE LAW. THE COMPANY IS RELYING ON THE EXEMPTION FROM SUCH QUALIFICATION PROVIDED BY SECTION 10102(f) OF THE (NAME OF STATE) CORPORATIONS CODE.

NOTICE TO COLORADO RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981 BY REASON OF SPECIFIC EXEMPTION THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1981, IF SUCH REGISTRATION IS REQUIRED.

NOTICE TO CONNECTICUT RESIDENTS THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT GENERAL STATUTES, THE UNIFORM SECURITIES ACT, AS AMENDED (THE “CONNECTICUT ACT”), AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT ACT OR UNLESS AN EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 36-490(B) (9) OF THE CONNECTICUT UNIFORM SECURITIES ACT OR ANY OTHER SECTION OF THE CONNECTICUT ACT IS AVAILABLE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO DELAWARE RESIDENTS THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE DELAWARE SECURITIES ACT (THE “DELAWARE ACT”), AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED BY THE INVESTOR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT.

NOTICE TO FLORIDA RESIDENTS THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (THE "FLORIDA ACT") AND ARE BEING SOLD IN RELIANCE UPON AN EXEMPTION PROVISION CONTAINED THEREIN. PURSUANT TO SECTION 517.061(11) (a) (5) OF THE FLORIDA STATUTES, IF SECURITIES ARE SOLD TO FIVE OR MORE FLORIDA RESIDENTS, FLORIDA INVESTORS WILL HAVE A THREE (3) DAY RIGHT OF RESCISSION. INVESTORS WHO HAVE EXECUTED A SUBSCRIPTION AGREEMENT MAY ELECT, WITHIN THREE (3) BUSINESS DAYS AFTER THE FIRST TENDER OF CONSIDERATION THEREFORE TO WITHDRAW THEIR SUBSCRIPTION AND RECEIVE A FULL REFUND OF ANY MONEY PAID BY THEM. SUCH WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, AN INVESTOR NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SHOWN HEREIN INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM MUST BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IF SENDING A LETTER, AN INVESTOR SHOULD SEND IT BY CERTIFIED MAIL, RETURN

RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND TO EVIDENCE THE TIME WHEN IT IS MAILED. ANY ORAL REQUESTS FOR RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR WRITTEN CONFIRMATION THAT THE ORAL REQUEST WAS RECEIVED ON A TIMELY BASIS. THE COMPANY’S ADDRESS IS SET FORTH UNDER “THE COMPANY.”

NOTICE TO GEORGIA RESIDENTS THESE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

NOTICE TO HAWAII RESIDENTS NEITHER THIS MEMORANDUM NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII, NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.

NOTICE TO IDAHO RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED, UNLESS THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO ILLINOIS RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 5 OF THE ILLINOIS SECURITIES ACT OF 1953 (THE “ILLINOIS ACT”). THE SECURITIES MAY NOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY, UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION THEREFROM IS AVAILABLE.

NOTICE TO INDIANA RESIDENTS THE INDIANA SECURITIES DIVISION HAS NOT IN ANY WAY PASSED UPON THE MERITS OR QUALIFICATION OF, NOR RECOMMENDED, NOR GIVEN APPROVAL TO THE SECURITIES HEREBY OFFERED, NOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PENDING PERFECTION OF THE EXEMPTION UNDER SECTION 23-1-2(B) (10) OF THE INDIANA BLUE SKY LAW, THE OFFERING IS PRELIMINARY AND SUBJECT TO MATERIAL CHANGE. THESE SECURITIES ARE SPECULATIVE, HAVE NOT BEEN REGISTERED UNDER SECTION 3 OF THE INDIANA SECURITIES ACT AND THEREFORE, CANNOT BE RESOLD OR TRANSFERRED, UNLESS THEY ARE SO REGISTERED, NOR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO KANSAS RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC EXEMPTION THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW, IF SUCH REGISTRATION IS REQUIRED.

NOTICE TO KENTUCKY RESIDENTS FOR KENTUCKY RESIDENTS, THE OPERATOR IN ALL SALES TO NON-ACCREDITED INVESTORS MUST HAVE REASONABLE GROUNDS TO BELIEVE, AFTER MAKING INQUIRY THAT: (1) THE INVESTMENT IS SUITABLE FOR THE PURCHASER ON THE BASIS OF THE FACTS DISCLOSED BY THE PURCHASER AS TO HIS OR HER OTHER SECURITY HOLDINGS AND TO HIS OR HER FINANCIAL 15

SITUATION AND NEEDS. (THERE IS A PRESUMPTION FOR THE LIMITED PURPOSE OF THIS CONDITION THAT IF THE INVESTMENT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH THAT IT IS SUITABLE). (2) THE INVESTOR, EITHER ALONE OR WITH REPRESENTATIVES, HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE TO EVALUATE THE MERITS AND RISKS OF THE INVESTMENT.

THE SECURITIES REPRESENTED IN THIS MEMORANDUM AND SUBSCRIPTION DOCUMENTS ARE BEING SOLD PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

NOTICE TO LOUISIANA RESIDENTS THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE LOUISIANA SECURITIES LAW AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAW. THE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED NOR RESOLD, EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAW PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED NOR DISAPPROVED BY THE SECURITIES EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING, NOR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO MARYLAND RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT”), OR THE MARYLAND SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY, UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT OR THE MARYLAND SECURITIES ACT, IF SUCH REGISTRATION IS REQUIRED.

NOTICE TO MASSACHUSETTS RESIDENTS THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS SECURITIES ACT BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS IS SECURITIES ACT, IF SUCH REGISTRATION IS REQUIRED.

NOTICE TO MICHIGAN RESIDENTS THE SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD TO AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 4(2) (b) (9) OF THE MICHIGAN STATE BLUE SKY LAW. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID LAW AND MAY NOT BE RESOLD EXCEPT IN ACCORDANCE WITH SAID LAW WITHIN SIX MONTHS OF THE COMMENCEMENT OF THE OFFERING OF THE SECURITIES, OR THE TERMINATION OF THE SUBSCRIPTION PERIOD AS SET FORTH IN THIS PRIVATE PLACEMENT MEMORANDUM, WHICHEVER FIRST OCCURS, THE COMPANY SHALL, IF SALES OF THE SECURITIES ARE MADE TO STATE RESIDENTS, PREPARE AND FURNISH TO INVESTORS A DETAILED WRITTEN STATEMENT 16

OF THE APPLICATION OF PROCEEDS OF THE OFFERING, AS WELL AS ANY OTHER APPLICABLE STATEMENTS AND REPORTS REQUIRED TO BE FURNISHED UNDER APPLICABLE LAW.

NOTICE TO MINNESOTA RESIDENTS THESE SECURITIES REPRESENTED BY THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM.

NOTICE TO MISSISSIPPI RESIDENTS THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE. THE SECRETARY OF STATE HAS NOT PASSED UPON THE VALUE OF THESE SECURITIES AND HAS NOT APPROVED OR DISAPPROVED OF THE OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. THERE IS NO ESTABLISHED MARKET FOR THESE SECURITIES AND THERE MAY NOT BE ANY MARKET FOR THESE SECURITIES IN THE FUTURE. THE SUBSCRIPTION PRICE OF THESE SECURITIES HAS BEEN ARBITRARILY DETERMINED BY THE ISSUER AND IS NOT AN INDICATION OF THE ACTUAL VALUE OF THESE SECURITIES. THE PURCHASER OF THESE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF HIS INVESTMENT. THESE SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE YEAR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR ANY TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.

NOTICE TO MISSOURI RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW, IF SUCH REGISTRATION IS REQUIRED.

NOTICE TO NEBRASKA RESIDENTS A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH DIRECTOR OF THE DEPARTMENT OF BANKING AND FINANCE OF THE STATE OF NEBRASKA, BUT HAS NOT YET BECOME EFFECTIVE, INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BE SOLD BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRELIMINARY DOCUMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN NEBRASKA SINCE SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO QUALIFICATION UNDER SECTION 8-1107 OF THE NEBRASKA SECURITIES ACT.

NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT, NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE 17

MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO NEW JERSEY RESIDENTS THESE SECURITIES ARE OFFERED IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNDER THE NEW JERSEY UNIFORM SECURITIES LAW. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFER OR RESOLD WITHOUT COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SAID LAW OR AN EXEMPTION THEREFROM. THE BUREAU OF SECURITIES OF NEW JERSEY HAS NOT PASSED UPON THE ACCURACY OR COMPLETENESS OF THIS MEMORANDUM AND DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THE SECURITIES.

NOTICE TO NEW MEXICO RESIDENTS THE SECURITIES DESCRIBED HEREIN ARE OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF NEW MEXICO, (THE “NEW MEXICO ACT”). ACCORDINGLY, THE NEW MEXICO SECURITIES BUREAU HAS NOT REVIEWED THE OFFERING OF THESE SECURITIES AND HAS NOT APPROVED OR DISAPPROVED THIS OFFERING. THE NEW MEXICO SECURITIES BUREAU HAS NOT PASSED UPON THE VALUE OF THESE SECURITIES OR UPON THE ACCURACY OF THE INFORMATION CONTAINED WITHIN THIS PRIVATE PLACEMENT MEMORANDUM. THESE SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT OR AN EXEMPTION THEREFROM.

NOTICE TO NEW YORK RESIDENTS NOT AVAILABLE TO RESIDENTS OF THE STATE OF NEW YORK.

NOTICE TO OHIO RESIDENTS THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE OHIO SECURITIES ACT (THE "OHIO ACT"), AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED BY THE INVESTOR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE OHIO ACT, OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE OHIO ACT.

NOTICE TO OKLAHOMA RESIDENTS THE SECURITIES OFFERED HEREIN HAVE NOT BEEN REGISTERED UNDER THE OKLAHOMA SECURITIES ACT (THE "OKLAHOMA ACT”), AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED BY THE INVESTOR IN A TRANSACTION WHICH IS EXEMPT UNDER THE OKLAHOMA ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE OKLAHOMA ACT.

NOTICE TO OREGON RESIDENTS THE SECURITIES OFFERED HEREIN HAVE NOT BEEN REGISTERED WITH THE DIRECTOR OF THE DEPARTMENT OF INSURANCE AND FINANCE FOR THE STATE OF OREGON. THE INVESTOR MUST RELY ON THE INVESTOR’S EXAMINATION OF THE COMPANY CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING, INCLUDING THE MAKING OF AN INVESTMENT DECISION ON THESE SECURITIES.

NOTICE TO PENNSYLVANIA RESIDENTS EACH SUBSCRIBER WHO IS A PENNSYLVANIA RESIDENT HAS THE RIGHT TO CANCEL AND WITHDRAW HIS OR HER SUBSCRIPTION AND HIS OR HER PURCHASE OF SECURITIES THEREUNDER, UPON WRITTEN NOTICE TO THE COMPANY GIVEN WITHIN TWO (2) BUSINESS DAYS FOLLOWING THE RECEIPT BY THE COMPANY OF HIS OR HER EXECUTED SUBSCRIPTION 18

AGREEMENT. ANY NOTICE OF CANCELLATION OR WITHDRAWAL SHOULD BE MADE BY TELEGRAM, CERTIFIED OR REGISTERED MAIL AND WILL BE EFFECTIVE UPON DELIVERY TO WESTERN UNION OR DEPOSIT IN THE UNITED STATES MAIL, POSTAGE OR OTHER TRANSMITTAL FEES PREPAID. UPON SUCH CANCELLATION OR WITHDRAWAL, THE SUBSCRIBER WILL HAVE NO OBLIGATION OR DUTY UNDER THE SUBSCRIPTION AGREEMENT TO THE COMPANY OR ANY OTHER PERSON AND WILL BE ENTITLED TO THE FULL RETURN OF ANY AMOUNT PAID BY HIM OR HER, WITHOUT INTEREST. NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

PENNSYLVANIA SUBSCRIBERS MAY NOT SELL THEIR SECURITIES FOR ONE YEAR FROM THE DATE OF PURCHASE IF SUCH A SALE WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT.

PENNSYLVANIA RESIDENTS WHO ARE NOT ACCREDITED INVESTORS MUST MEET THE SUITABILITY REQUIREMENTS SET FORTH IN THIS MEMORANDUM AND MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, HOME FURNISHINGS AND PERSONAL AUTOMOBILES) OF AT LEAST FIVE (5) TIMES THE AMOUNT OF THE PROPOSED INVESTMENT.

NOTICE TO RHODE ISLAND RESIDENTS ALTHOUGH THE SECURITIES HEREIN DESCRIBED HAVE BEEN EXEMPTED FROM REGISTRATION PURSUANT TO TITLE 7, CHAPTER 11, OF THE RHODE ISLAND GENERAL LAWS, SUCH EXEMPTION DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE RHODE ISLAND DEPARTMENT OF BUSINESS REGULATION THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE, ACCURATE OR NOT MISLEADING.

NOTICE TO SOUTH CAROLINA RESIDENTS THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO SOUTH DAKOTA RESIDENTS EACH SOUTH DAKOTA RESIDENT PURCHASING ONE OR MORE WHOLE OR FRACTIONAL SECURITIES MUST WARRANT THAT HE HAS EITHER A MINIMUM ANNUAL GROSS INCOME OF $30,000.00 OR A MINIMUM NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF $75,000.00. ADDITIONALLY, EACH INVESTOR WHO IS NOT AN ACCREDITED INVESTOR OR WHO IS AN ACCREDITED INVESTOR SHALL NOT MAKE AN INVESTMENT IN THIS PROGRAM IN EXCESS OF TWENTY PERCENT (20%). OF HIS NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES).

NOTICE TO TENNESSEE RESIDENTS IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSIONS OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES

HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE TENNESSEE SECURITIES ACT OF 1993, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO TEXAS RESIDENTS THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE TEXAS SECURITIES ACT, AS AMENDED, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT. THE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED NOR DISAPPROVED BY THE SECURITIES COMMISSION, ANY STATE SECURITIES COMMISSION NOR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON NOR ENDORSED THE MERITS OF THIS OFFERING NOR THE ACCURACY NOR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO VIRGINIA RESIDENTS THE SECURITIES OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE VIRGINIA SECURITIES ACT (THE “VIRGINIA ACT”), AND THEREFORE CANNOT BE RESOLD OR TRANSFERRED BY THE INVESTOR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT.

NOTICE TO WASHINGTON STATE RESIDENTS THE ADMINISTRATOR OF SECURITIES HAS NOT REVIEWED THE OFFERING OR OFFERING CIRCULAR AND THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO WISCONSIN RESIDENTS IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY IN THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY AND FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY, OR DETERMINED THE ADEQUACY, OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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EXECUTIVE SUMMARY

For start-up and early stage companies, raising substantial amounts of seed or development capital (financial capital) to incubate and maintain the company’s plan or operations, until sufficient operating revenue can be generated to support operations, is extremely difficult if not impossible, especially if the need is on a temporary or “per project” basis. Our data suggests only .077% (3/4th of 1%) actually receive it.

Also, attracting the critical management talent (human capital) to put an idea into actual commercial application or taking a company to the next level in its evolution, without financial capital, can be a daunting task indeed. True potential management-team professionals are high in demand, have limited time, and most have little to no interest in high risk ventures. These are the fundamental problems that have existed for decades within the U.S. and other democracies around the world…until now—with the solutions outlined herein.

Although the small-business-market segment is very large in the U.S., and the demand for financial and human capital from start-up and early stage companies is ever expanding, the capital-markets industry (primarily venture capital, but certainly private equity and investment banking fall into this category, as well) tends to neglect it for very good reasons. We use the term “venture capital” deliberately to describe all three primary players in this industry for simplicity of explanation.

The basic problem with venture capital seeking quality investments (also known as “quality deal flow”) is that there are too few qualified portfolio company candidates that meet the typical venture capital firm’s risk profile. Venture capital firms seek later-stage stable companies that have significant potential. Who wouldn’t? The competition for these candidates is fierce because there is far more venture capital money available than these types of quality candidates available needing funding. Another disconnect with venture capital seeking quality investments versus entrepreneurs needing capital at the start-up or early stages of their company’s existence is that venture capital must limit the risk of companies within their investment portfolio. Because most start-up or early stage companies fail or stagnate within the first five years of existence, venture capital firms rarely, if ever, invest in start-up or early stage companies. Since the traditional investment is equity, the venture capitalists must also look to exit the investment sooner rather than later—typically within five to seven years. Most start-up and early stage companies cannot provide a profitable exit so soon.

In addition, when a venture-capital firm conducts its initial due diligence on any company the internal costs are expensive because the process is time consuming. Therefore, conducting proper due diligence on start-up or early stage companies becomes cost prohibitive. To save time, some

venture capitalists have automated the process, but these methods are still expensive because the automation is based simply on quantitative data, such as; industry, geographical location, size of market, current valuation and capital sought, as well as the stage of the company’s existence.

More importantly, the continued monitoring of these start-up or early stage companies’ activities throughout the life of the investment is very much cost prohibitive. For the very few exceptions to the rule, when investing in start-up and early stage companies, venture-capital firms must extract as much ownership interest as possible to maintain their fiduciary duty to the venture- capital fund’s investors. More often than not, at the exit phase of the venture-capital process, the entrepreneurial founders’ ownership equity is so diluted (minimized) that the true cost of venture capital is rarely worth it.

The significance about all this is there’s an insatiable demand for quality deal flow from the venture capital and investment banking firms coupled with an even greater demand for capital from start-up and early stage companies. The problem is that there is a huge gap. Venture capital needs established companies to invest in and start-up and early stage companies are simply not ready. Commonwealth Capital’s sole purpose is to close that gap and prosper accordingly by becoming the source of quality deal flow for the venture capital and investment banking industries and the source of financial and human capital for start-up and early stage companies.

As former Wall Street Investment Bankers and experts in matters related to selling securities, Commonwealth Capital’s and Sprocket Network’s management (“Management”) is intimately familiar with the criteria employed by institutional sources of capital looking to fund “quality deal flow.” From the institutional perspective, quality deal flow typically refers to a company with increasing, revenue streams & profitability, positive cash flow, an experienced management team, and a unique, high-demand product or service in a growing market. Unfortunately, identifying quality deal flow is often an overly simplified, quantitative assessment that does not fully recognize the distinctive benefit and potential value of investing in start-up or early stage companies.

Introducing Commonwealth Capital’s Sprocket Network model to resolve the financial and human capital problem for start-up and early stage companies and prosper by providing the solution in the process. Our automated online system of Sprocket Network’s™ Sprocket Blueprint™ is designed to take a start-up or early stage company from “Idea to IPO.” We’ve taken the capitalization processes used on Wall St. coupled with the product and service marketing and brand management of Fortune 500 companies and transferred them into an easily understandable mapping through the use of online critical path method “CPM” and program evaluation review techniques, “PERT.” Through Sprocket Network, LLC, all the elements from “Idea to IPO” have been encapsulated into one easily understandable and interactive service for start-up or early stage companies. This is a significant development in our goal of owning the market for quality deal flow in the US.

The combined Commonwealth Capital and Sprocket Network’s business and operational plan is highly complex, but is summarized herein. Further details, considered trade secrets, may be disclosed with a conversation with one or more of Sprocket Network’s management team members upon request.

Structure of the Corporate Group

Grand Parent: Commonwealth Capital Advisors, LLC, “CCA,” founded in April of 1998, is the grandparent company of Commonwealth Capital, a wholly owned (100%) and controlled subsidiary of CCA. Through an ESOP plan, CCA’s equity ownership will shift to Commonwealth Capital’s Management team vesting over 5 years ending 12/31/2022. CCA is a Michigan limited-liability-company registered as a foreign limited liability company in the state of Illinois, headquartered at 30 South Wacker Dr., 22nd Floor, Chicago IL 60606. Commonwealth Capital Advisors is comprised of former Wall Street investment bankers and other professionals related to the securities industry. CCA has been serving the entrepreneurial community in the process of raising seed, development, and expansion capital since 1998. CCA established Commonwealth Capital, LLC in March 2015, as a Fund-management company to design, create and fund two revolutionary new venture-capital funds entitled: Commonwealth Capital Income Funds I, LLC and Commonwealth Capital Income Fund II, LLC. These new VC Funds are designed to reduce the normal risks associated with investing in start-up or early stage companies.

CCA created the Financial Architect System™ and sold it to Commonwealth Capital, LLC on March 15, 2015 on a royalty financing basis to recapture its original cost of $1,042,416. This Memorandum is an example of the end work-product of the Financial Architect System™.

Parent: Commonwealth Capital LLC, “CC” or “Commonwealth Capital” serves as the Fund Management Company. Commonwealth Capital is a Michigan limited-liability-company “LLC” with a registered office in Harbor Springs, Michigan and is registered as a foreign limited liability company in the state of Illinois and is headquartered at 30 S. Wacker Dr., 22nd Floor, Chicago, IL 60606. The preferred equity units offered herein are securities of the Sprocket Network, LLC.

Sprocket Network, LLC is a partially owned (34%) and contractually controlled subsidiary of Commonwealth Capital, LLC. Sprocket Networks, LLC is a Michigan limited-liability-company “LLC” with a registered office in Harbor Springs, Michigan, and anticipates being registered as a foreign limited liability company in the state of Illinois (administrative HQ) at 30 South Wacker Dr., 22nd Floor, Chicago, Illinois 60606. As per the Sprocket Network, LLC Operating Agreement, Commonwealth Capital, LLC shall serve as the defined financial, tax, legal and administrative Managing Member of Sprocket Network, LLC. Commonwealth Capital’s designated manager, Timothy D Hogan, the CEO, shall be responsible for the protocol to duly perform as the financial, tax, legal and administrative Managing Member “Administrative

Manager” of Sprocket Network, LLC. Robert Kuntz shall serve as the Executive Vice President of Sprocket Networks, LLC. Pazazz Partners, LLC et al, provided the initial IT for the development of the Sprocket Network and owns 2% of the Company. The New Business Network™ “NBN” is an asset of Sprocket Network, LLC.

Commonwealth Capital Income Fund I, LLC “CCIF-I”, a VC Fund, is a partially owned (50%) subsidiary of Sprocket Network, LLC, but wholly controlled and partially owned (50%) subsidiary of Commonwealth Capital, LLC. The VC Fund is a Michigan limited-liability- company “LLC” with a registered office in Harbor Springs, Michigan, is registered as a foreign limited liability company in the state of Illinois, and is headquartered at 30 South Wacker Dr., 22nd Floor, Chicago, IL 60606. Because 34% of Sprocket Networks, LLC is owned by Commonwealth Capital, LLC, the net ownership effect of CCIF-I is 33% by Sprocket Networks, LLC and 67% by Commonwealth Capital, LLC.

Expected Revenue Streams. Management anticipates receiving revenue from these sources and in these time frames. Immediate: Commonwealth Capital Income Fund-I: (i) 33% of the interest from convertible notes and dividends from preferred equity investments, and (ii) cash for Corporate Finance Advisory Services Completion Fees, from portfolio companies, based on our one-third ownership of the Fund. By 1st Quarter 2018, management expects advertising sales revenue from the New Business Network™ based on the number of active users. By 1st Quarter 2023, management expects 33% of the capital gains from the outright sale or IPO of portfolio companies (based on an expected average 5 year incubation period), based on our one-third ownership of the Fund.

Risk Mitigation Strategy Management has implemented the following protocols, procedures and strategies to limit operational, financial and litigation risks. 1. To mitigate operational and litigation risks, as well as potential professional conflicts of interest, the Company operates as a platform utility only. It does not sell its own services or products, nor the services or products of other companies. It may receive soft dollar benefits for promotion of the services or products of other companies. 2. To mitigate litigation risk, the Company’s rating systems are independent from Company opinion. The ratings are derived from data obtained by independent 3rd parties on the Company’s Networks. 3. To mitigate operational risk, the Company and Parent operate standard backup and redundancy systems for its websites. To mitigate operation risk, in addition to standard backups and redundancy systems for its websites, the Company operates two fully separated and identical e-commerce platforms for its primary operations, to limit downtime through power outages and continue operations in the event of malicious hacking of a website and its e-commerce platform. 4. To mitigate operational risk, the Company uses third party credit card merchants, such as PayPal Pro to collect and process online credit and debit card payments, thereby relieving

itself of merchant banking compliance, further protecting it from hacking of customer information issues and other credit card data security and customer privacy regulations. Company may outsource affiliation distributor payment and processing to further mitigate accounting overhead (operational risk) and tax reporting (regulatory risk). 5. To mitigate operational risk, the grand parent Company has been operating in an online virtual environment across the country since 2010 and will continue to do so, as well as all subsidiaries. The Company is not dependent on any geographic location to run its operations or the operations of its subsidiary companies. Additionally, the Company can operate its headquarters and all administrative functions from either Chicago, Illinois or Harbor Springs, Michigan. 6. To mitigate operational risk, the Company shall employ a qualified CPA firm to handle all the accounting, a separate CPA firm for audits (if and when necessary), and tax strategy and reporting for itself, as well as its subsidiaries. 7. To mitigate operational risk, the Company uses strict budgeting protocols as illustrated per the pro formas financial projections included in Exhibit A. 8. To mitigate financial risk, the preferred equity is positioned to put the preferred equity investors ahead of common equity holders in the form of financial return on investment, as well as liquidation rights. 9. To mitigate litigation / regulatory risk the Company has a management team with diverse backgrounds centered on regulatory compliance experience.

Barriers to Entry - Current Open-source economics for the Capital Markets Industry. As of October 5th 2017 according to Wikipedia, no company, individual or organization is providing this level of open-sourced economics for the Capital Markets or Finance Industries. We are the first open-sourced economic model for the Capital Markets or Finance Industries.

Open-source economics is an economic platform based on open collaboration for the production of software, services, or other products. First applied to the open-source software industry,[1] this economic model may be applied to a wide range of enterprises.

Some characteristics of open-source economics may include: work or investment is carried out without express expectation of return; products or services are produced through collaboration between users and developers; there is no direct individual ownership of the enterprise itself.

As of recently there were no known commercial organizations outside of software that employ open-source economics as a structural base.[2] Today there are organizations that provide services and products, or at least instructions for building such services or products that use an open- source economic model.[3][4]

The structure of open source is based on user participation. A “networked” environment makes possible a new modality of organizing production: radically decentralized, collaborative, and non-proprietary; based on sharing resources and outputs among widely distributed, loosely

connected individuals who cooperate with each other without relying on either market signals or managerial commands."[5]

Corporate & Social Engineering Protocols. The Financial Architect System™ is the engine for the core of standard corporate engineering protocols. Its robust calculation power to produce GAAP compliant pro forma financial projections in record time and ease is the application that, along with the securities offering document production template, would be very difficult and expensive to reproduce. The protocols and standardizations used in securities offerings, using social media as the solicitation delivery method has been and continues to be created by the management team. These too would be very difficult and expensive to reproduce.

Cross Collective Industry Experience. While there are many experts in different parts of the capital markets industry, few teams contain the collective knowledge and market awareness of the power of corporate and social engineering, as the company’s management team. Most potential competitors are invested into other processes of later, larger mid-market size companies, and are actually designated feeders into our system. It would be far easier and less expensive for them to just buy Sprocket Network

First Mover Advantage. The company is like a 16-year old start-up. The Financial Architect System™ started in development, the parent company, after the tech wreck of 2001. Although the platform and process is open for any legitimate company to complete at no cost, the time to comprehend its depth would be cost prohibitive. In addition, for one to organize a management team, raise the capital and then build a competitive platform would take a tremendous effort and years to replicate.

Commonwealth Capital Income Fund-I. The way management has structured the VC Fund, with the relationships to SEC registered broker dealers and the ability to incubate these pre-IPO companies into quality deal flow with little effort, makes for an impenetrable asset. In addition, the Fund’s portfolio companies are mentored by Sprocket’s Director Associates. Funding the fund internally, without outside investor capital, keeps the company free of a fiduciary duty to outsiders. Potential competitors would most likely need to raise capital to fund a Start-up VC Fund, externally, thereby hamstringing their fiduciary duty responsibilities to outside investors, which inherently creates contentious relationships with entrepreneurial ventures.

Barriers to Entry - Future Inventory Lock-up. By promoting, educating and enabling Director Associates to attract quality deal flow for their own portfolio and customer base, management expects that the quality of existing companies coming into the Sprocket Network will be of the highest caliber to begin with. In addition, by promoting, educating and enabling the entrepreneurial community at the university level, management expects that the Sprocket Network will become the inherent standard for formally educated entrepreneurs.

Commonwealth Capital Income Fund-II. The plan to sell a 33% interest in Sprocket Network, LLC at the end of fiscal year 2019, will give the company an option to fully fund Commonwealth Capital Income Fund-II. The estimated net proceeds of $20,000,000+ would enable the company to fund early stage companies through the Fund, or purchase companies or assets to further its dominance in the market.

Exit Strategy If it is not too cost prohibitive and prudent to do so, Management may list the preferred equity on the publicly traded Over-the-Counter Bulletin Board (OTCBB) or OTC Markets, Inc. The sale and liquidation of up to 33% of Sprocket Network, LLC through an initial public offering, “IPO,” is planned for the 2nd half of fiscal year 2019 and another 33% is planned for the 2nd half of fiscal year 2022. As an alternative, those percentages of the Sprocket Network, LLC may be sold to a strategic buyer if Management decides it is prudent to do so at any given time. Upon the complete, not partial, sale and the actual liquidation of Sprocket Network, LLC, Management would make a one-time special distribution to its common equity holders only, as a closing and final transaction. In this event, the preferred unit-holders will be notified of said distribution and will be given at least 30 days to convert their preferred units into common units, in order to benefit from this anticipated one time, special distribution. Preferred Unit-holders will not receive a one-time special distribution. Preferred Unit-holders will either convert into common equity, to receive the distribution or, they will inherently waive it. The sale transaction will most likely be reported as a long-term capital gain for tax purposes, and the participation of net income for the Preferred Unit-holders will not come into effect as the participation is limited to net operating profits, not capital gains, of the firm. The aggregate conversion into (ten percent (10% pre-IPO or strategic sale,) aggregate per $5,000,000) Sprocket Network’s Class-A Common Voting Membership interests (units) is available for conversion until 12/31/22. In any event and as an alternative, Management has planned an exit strategy for the Preferred Unit- holders in the Company in the form of a Call price of $110.00 per Unit at or after the Call date of 12/31/2022. However, Management has the right to call the preferred equity, not the obligation. In addition, Sprocket Network’s Common Class-A Voting Membership interests may not become publicly traded securities and therefore, there is no assurance that a liquid market will exist for the common or preferred equity units offered hereby or through the conversion into the common equity units.

Sprocket Network, LLC Partial Liquidation Strategy and Reasoning. Sprocket Network, LLC is controlled as a wholly owned subsidiary of Commonwealth Capital, LLC but operated as an independent company in its budgeting. Its operations are purposely set up to calculate value as a stand-alone firm. Sprocket Network, LLC shall have compiled its own financial statements to facilitate broker dealer due diligence for IPO or strategic buyer review for private sale. Management’s strategy for liquidation of up to 66% (so that Commonwealth Capital et al, may still control the size and make-up of its board of directors and therefore its operations) is to prepare the subsidiary for an initial public offering, because selling into a publicly traded market assures the maximum proceeds from a sale. A strategic sale of 49% to 100% to a corporate buyer may not result in as high a price for the company and the resulting

proceeds from sale as an IPO, however, it may be a more effective and efficient exit, based on all things considered at the time.

Based on Management’s desire to provide an exceptional return to investors, plans are made to liquidate up to 66% (meaning sell either privately or publicly through an IPO) of Sprocket Network, LLC within 30 months as of the date of this offering memorandum. Management believes that this effort will be in the best interest of all equity holders (preferred, as well as common) of the firm. The reasoning stems from Management’s experience of dealing with new companies and technologies over the past 19 years. Management’s belief is that if its financial projections prove to be correct, competitive forces will come into the arena within the next five years, as it happens with any industry with relatively large gross and net operating margins. Once heavy competition arrives, normal competitive pressures will shrink those margins and lessen the Company’s valuation. Therefore, it is Management’s desire to sell the Sprocket Network sooner rather than later, due to the above reasoning.

Summary of the Offering. The securities offered are hereby made available to the prospective investor(s) named on the cover page of this Private Placement Memorandum.

From the original 50,000 Preferred Units authorized, 50,000 are available for sale in this 2nd Round of Financing and are hereby made available to the prospective investor(s) so named on this page as offeree at a per Unit price of $100.00 per unit as par value. See “Staged Discounts” and “Directorships” in below and in “Terms of the Offering.”

Staged Discounts: The 1st whole purchase of 5,000 Preferred Units ($500,000) will be sold at a 10% discount or $90.00 per Preferred Unit for ($400,000 in total). The 2nd whole purchase of 5,000 Preferred Units ($500,000) will be sold at a 5% discount or $95.00 per Preferred Unit ($450,000 in total).

Directorships: Directorship positions include equity, as well as cash compensation, as defined within the Independent Director Agreement included as Exhibit D and further illustrated in the pro forma financial projections in Exhibit A. An investment for the whole purchase of 5,000 Preferred Units will entitle an investor to one (1) Directorship position. Directorship positions expire upon any of the following events; whichever should occur first: 1.) The Preferred Units are Called; 2.) The Preferred Units are converted and the Company is sold, IPO or strategic, and liquidated; or 3.) The natural term of 12/31/2021 ends for all Directors. After which all Directorship positions will be filled by normal voting protocols. As of the start date of this memorandum, there are only four (4) Directorship positions available on a first come first served basis.

Management has formulated this offering to provide investors with the key elements of a quality investment vehicle, hence the creation and issuance of Convertible Participating Preferred Units.

The key elements of the preferred equity units are as follows:

1.) First Lien Position on Assets. Other than trade payables and internal short term loans, no superior priority lien on Company assets as per Operating Agreement section 2.3(l); 2.) 6.75% Cumulative Stated Dividend, cash paid quarterly—re-investment into preferred equity paid annually; 3.) 10% Participation Dividend, paid annually. (10% net income - aggregate per $5,000,000 or .0002% per preferred unit). 4.) Call Protection until 12/31/2022; and 5.) 10% Aggregate Conversion Privilege: One (1) Class B Convertible Participating Preferred Unit for two tenths (2/10) or (.20) of one (1) Common Class A Member Unit. The conversion privilege extends into an aggregate of Ten Percent (10% pre-IPO or strategic sale) aggregate per $5,000,000, of the Common Class A, Member Units (fully diluted) until the call protection date, after which the conversion option expires.

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Estimated Internal Rate of Return (IRR) per Preferred Unit.

~Hypothetical Illustration~

DOES NOT INCLUDE POTENTIAL RETURNS FROM THE VC-FUND’S IPOS.

Privately Held - IF CALLED - No Conversion into Common SERIES -A- PARTICIPATING PREFERRED UNITS Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Stated Distributions per Preferred Unit $ 6.75 6.75 6.75 6.75 6.75 Estimated Participation Distribution per Preferred Unit - 4.09 11.05 26.65 41.10 Estimated Principal Value per Preferred Units $ 110.00 Estimated Total Cash Distribution per Preferred Unit by Year $ 6.75 $ 10.84 $ 17.80 $ 33.40 $ 157.85 IRR Estimated Total Cash plus Unit Value Return $ 226.64 24.09% $100,000 Investment Example - Estimated Total Return $100,000 $ 226,639 Privately Held or Sold - Conversion into Common SERIES -A- PARTICIPATING PREFERRED UNITS Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Stated Distributions per Preferred Unit $ 6.75 6.75 6.75 6.75 6.75 Estimated Participation Distribution per Preferred Unit $ - 4.09 11.05 26.65 41.10 Estimated Principal Value per Preferred Units $ 123.29 Estimated Total Cash Distribution per Preferred Unit by Year $ 6.75 $ 10.84 $ 17.80 $ 33.40 $ 171.13 IRR Estimated Total Cash plus Preferred Unit Value Return $ 239.92 25.59% $100,000 Investment Example - Estimated Total Return $100,000 $ 239,925 Publicly Traded - Conversion into Common

SERIES -A- PARTICIPATING PREFERRED UNITS Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Stated Distributions per Preferred Unit $ 6.75 6.75 6.75 6.75 6.75 Estimated Participation Distribution per Preferred Unit $ - 4.09 11.05 26.65 41.10 Estimated Principal Value per Preferred Units $ 342.46 Estimated Total Cash Distribution per Preferred Unit by Year $ 6.75 $ 10.84 $ 17.80 $ 33.40 $ 390.31 IRR Estimated Total Cash plus Preferred Unit Value Return $ 459.10 42.27% $100,000 Investment Example - Estimated Total Return $100,000 $ 390,307 NOTE. IRRs are calculated based on standard annual formulas. IRR assumes that cash flow from investments is reinvested at the same rate. Management formulated the Estimated Internal Rate of Return for the Convertible Participating Preferred Units by comparing the Convertible Participating Preferred Unit original Par value per Unit against the accumulated stated dividends per Unit, plus the participating cash distributions per Unit, plus the Par value of the Unit, in the 5th year based on 100% of the preferred equity being Called or redeemed at 110% of par or $110 per Unit or 100% of the preferred equity being converted into the common equity of the Mgmt. Co.

Qualified Accounts. The preferred equity units offered herein qualify for an investment in an Individual Retirement Account (IRA). Investors that have funds in a qualified account as defined by the Internal Revenue Code (IRC), such as; an IRA, Roth IRA, Sep IRA & 401(k) etc. can open a Self- Directed IRA and transfer only the funds for an investment in the subscribed for securities offered herein from their existing qualified accounts. Or investors can open a Self-Directed IRA and make the allowable cash deposits into the Self Directed IRA and make the investment from that account by following procedures of a Self-Directed IRA custodian. (See Exhibit B: Subscription Agreement).

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THE CAPITAL MARKETS INDUSTRY

As previously stated, for start-up and early stage companies, raising substantial amounts of seed, development, or expansion capital from institutional sources, such as venture capital firms, private equity firms, family offices, registered investment advisors, angel-group networks, investment banks/broker dealers, or commercial banks is extremely difficult if not impossible.

To understand how this risk mitigation strategy can be attained through the design profile of the Fund, one needs to understand small business issues in regard to raising capital, the venture capital and investment banking industries, the new crowdfunding models and platforms, as well as securities offerings in general.

Investment Banking. There are two sides to the investment banking industry: 1.) “Consumer Markets,” where financial advisors manage individual investment portfolios of their firm’s investor clients; and 2.) “Capital Markets,” where investment bankers raise capital for their firm’s issuer clients. The Consumer Markets side of the industry was automated decades ago. The Sprocket Network™ is the first and only automated platform, with complicated barriers to entry, to commoditize the Capital Markets side of the industry.

We refer primarily to the Capital Markets side of the investment banking industry in the discussion below.

The investment banking industry is continuing to experience difficult times. Notwithstanding the potential repeal of restrictive and suffocating business compliance laws such as: the USA Patriot Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the escalation of FINRA (the national regulatory authority of broker-dealers) enforcement actions and sanctions have put additional pressures on publicly traded companies and investment banks alike. What most people do not realize is that these laws have a negative effect on the ability of all companies, whether publicly or privately held, to raise capital through a traditional investment-banking avenue. The attributes necessary for companies to qualify for an investment banking relationship have always been high, but recently they have increased significantly due to the increase in regulations and the related exposure to regulatory compliance liability. Therefore, companies that would have qualified for investment banking relationships in the past now find it difficult to qualify for the relationship due to the effects of the current regulatory environment because the typical “boutique” investment bank – broker dealer must be extremely selective and protective of any capital raising effort it engages in for an issuer.

Crowdfunding Due to recent changes in securities laws, there are many new opportunities to service young companies that are raising capital. Many businesses have taken the route of establishing crowdfunding portals and selling those services to entrepreneurs to capitalize on these changes. The business models that are engaged in establishing internet crowdfunding portals as a means of

attracting investors for their various customers (young companies) seem to not understand the complexity and compliance issues involved in the securities industry. Many are inadvertently acting as unregistered broker dealers, which is a violation of federal and state securities laws. For those who have actually established themselves as FINRA member broker dealers, they run the risk of FINRA1 violations, in particular violating Rule 2090, “Know your Customer,” whereby they must know their customer (the investor) and Rule 2111, “Suitability,” to make prudent investment selections on their behalf. All broker dealers must be members of FINRA and abide by those rules, as per Securities and Exchange Commission “SEC” mandate.2 For those broker dealers, that have disclaimed away most of that responsibility through the online trading portal format, our management team believes that the margins are too thin, regulatory compliance too burdensome, and even worse the potential litigation risk too high for that business model. At a recent capital-raising conference a former SEC enforcement attorney made a statement that FINRA wants to eliminate most small broker dealers, due to the fact that 90% of all complaints received by FINRA involve smaller broker dealers.

The SEC stated in the Federal Register that, “While the crowdfunding exemption under the JOBS Act was intended to make it less costly for small businesses to raise relatively small amounts of capital, the statutory requirements SEC Rules would condition the Securities Act exemption on compliance by issuers and intermediaries with a significant number of potentially costly regulatory obligations. With a proposed limit of $1 million on the amount that an issuer may raise via the crowdfunding exemption in any 12-month period, we expect many commenters to question whether the benefits of raising capital through crowdfunding or acting as a crowdfunding intermediary would be great enough to justify the compliance costs and potential liability risks. This is particularly true in light of other potentially available funding mechanisms, including another, JOBS-Act liberalization: the so-called “Regulation A Plus,” which, when implemented through forthcoming SEC rules, will have a $50 million offering limit.”3

From our perspective as former securities industry compliance professionals, it is Management’s belief that crowd funding either through broker dealers or registered crowd funding portals will eventually become a regulatory compliance and civil litigation nightmare. Unless, of course, the crowdfunding portals adopt provisions to limit and / or deflect their liability in this newly created environment. The reason the regulated crowdfunding business model does not fit with Sprocket Networks business model, is that it contains too much risk.

Venture Capital Industry “According to the National Venture Capital Association, first financings, defined as the first round of equity funding [Seed Stage] in a startup by an institutional venture investor, also took a

1 http://www.finra.org/Industry/Regulation/ 2 http://www.finra.org/Industry/Compliance/Registration/MemberApplicationProgram/HowtoBecomeaMember/P006271 3 http://www.gpo.gov/fdsys/pkg/FR-2013-11-05/pdf/2013-25355.pdf 32

hit in 2016, with just 2,340 companies receiving their first round of funding, amounting to $6.6 billion in total invested capital or an average of $2.82 million per company.4

However, two questions that are not revealed in these figures are who is getting the money and why? The vast majority of the venture capital money went into the software design industry, then by a much lower margin biotech, media and entertainment, IT services, and then all other investment categories.

Sector and Industry Analysis Software companies attracted the lion’s share of venture investment in 2016: $33 billion was invested into the space, representing 48% of total invested capital. Artificial intelligence, robotics, drones and machine learning are all burgeoning software verticals that will likely continue to attract investor interest. Outside of software, the pharmaceutical and biotech industry continued to attract healthy levels of investment: $7.8 billion was invested in these companies in 2016, amounting to 11% of all venture investment.

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4 http://nvca.org/pressreleases/peaking-2015-venture-investment-activity-normalizes-2016-according-pitchbook- nvca-venture-monitor/ 33

Stage of Development

A picture says a thousand words. VC interest in Seed capital investing is and has always been anemic and Early Stage investing is not much better, unless of course your company is a hot software firm, on the east or west coast. Even then, you’ll most probably give up voting control. Even more revealing is where these deals are being funded. Silicon Valley leads the pack by a wide margin with NY Metro and New England coming in at a distant second, leaving all other areas of the U.S. virtually non-existent.5

It is a common misperception that 80 to 85% of small businesses fail within the first five years. The facts are that approximately 50% survive past five years and 30% survive past ten6. The problem is that venture capital firms are not interested in simple survivors, but those who truly prosper. Now what’s the definition of prosper? One could use a “start-up to IPO” statistic to arrive at what a VC firm would consider a success, because IPOs or outright strategic sales are

5 http://nvca.org/research/venture-investment/ 6 https://www.sba.gov/sites/default/files/FAQ_March_2014_0.pdf 34

the primary exit strategy for a VC firm. “Out of approximately 17,500,000 employer companies7, only 275 IPOs were conducted in 2014”8. The acquisitions (outright strategic sales) number9 is skewed as the numbers are derived from large companies eating up other large companies (10 billion or more in acquisition price)10 and the statistics are primarily based on the size of the deals not the number in the U.S. However, the number of total acquisitions in the U.S. was approximately 2,254 and worldwide was 16,77511 Therefore, based on those statistics one could surmise that very few small businesses actually prosper to the degree that warrants a venture capital investment. To remain conservative and for illustrative purposes, assume that 5% prosper to the degree that warrants a VC investment and hence 95% do not.

The above figures show only a small relatively insignificant part of the equation. They only show the percentage of dollars received from the total dollars in venture capital actually invested. What’s missing is the percentage of all start-up or early stage companies seeking venture capital but not receiving it. These statistics vary and they’re hard to pin down, but according to the U.S. Small Business Administration12 the reality is that there are approximately 28,000,000 small businesses in the U.S. and 600,000 start-ups each year. We believe in the 80/20 rule, in that only 20% of those would be seeking an outside venture capital investment, as 80% would be “mom and pop” type operations obtaining traditional bank and or lease financing to start and grow their companies. If that seems reasonable, then 120,000 of the start-up and 5,600,000 existing small businesses are those seeking venture capital from outside investors. If that seems reasonable, then we simply divide the total start-ups 2,340 plus early stage 2,065 companies, or the 4,405 that were funded that year, by the total amount of 5,720,000 qualified companies seeking venture capital to arrive at that percentage of .077% (3/4th of 1%) of those actually receiving it.

No matter what route an entrepreneur may take, the capital-raising process takes time, money, and effort. Consider the cost of failing (e.g., the entrepreneur’s management team’s time and energy) to receive VC funding. It takes 4–6 months (on average for due diligence review) to be turned down.

If the simple analysis of the above-mentioned statistics is correct, then 20% of small businesses are in need of a venture capital investment but only 0.077% are actually receiving it. Hence, there is a high probability that 19.22% of potentially great companies are being ignored. We believe with the proper corporate engineering, 30 to 35% start-up and early stage companies would be worthy of venture capital and we intend to see that they get it.

Management believes that the reason for direct or indirect failure or stagnant growth for so many small businesses is not due to lack of entrepreneurial vision or product/service need or demand, but due to the lack of proper market positioning and sales execution, organizational

7 https://www.sba.gov/sites/default/files/FAQ_March_2014_0.pdf 8 http://www.renaissancecapital.com/ipohome/press/ipopricings.aspx 9 http://www.forbes.com/sites/alexadavis/2014/06/24/no-slowdown-in-sight-for-2014s-ma-frenzy/ 10 http://www.goldmansachs.com/our-thinking/trends-in-our-business/trends-in-mergers-and-acquisitions.html?cid=PS_01_87_07_00_00_01_01 11 http://www.forbes.com/sites/alexadavis/2014/06/24/no-slowdown-in-sight-for-2014s-ma-frenzy/ 12 https://www.sba.gov/managing-business/running-business/energy-efficiency/sustainable-business-practices/small-business-trends 35

communication with action item checks and balances; capitalization planning, internal accounting controls and corporate governance. However, the cornerstone to these problems is the lack of capital—and therefore the inability to hire the right management team and outside legal, accounting and other professionals to execute the entire business plan through to fruition. Without adequate access to substantial amounts of capital to hire the necessary management team to design and implement the proper product and service production protocols; execute the proper marketing and sales strategy; implement the proper internal accounting controls; standardize corporate-governance practices; and survive general economic down cycles, business failure isn’t assured, but prosperity becomes a rarity indeed. With venture capital, to accomplish the task of early discovery and profitable investment(s) in start-up or early stage companies, while reducing the inherent risk, one must provide a workable solution to address each of these seven, critical problem areas: 1.) Screening Costs. The extreme time commitment to screening a vast amount of potential companies for investment. 2.) Qualification Costs. The extreme due diligence cost of potential companies for investment. 3.) Maintenance Costs. The extreme ongoing maintenance cost and time commitment of monitoring companies performances, adjusting internal policies and procedures and executing the potential need to force liquidation through litigation. 4.) Fiduciary Duty to Investors. Making an equity investment that protects investors of the Fund first, while leaving enough equity on the table for the portfolio Company’s management team, so it’s worth it for the founders in the end. 5.) Attracting Quality Management. Positioning the investment so that it inherently benefits the entrepreneur, as well as the investor, so that quality management can be attracted and stays on board. 6.) Controlling Risks. There are three (3) fundamental risk categories that must be reduced to justify investment; Operational, Financial, and Litigation risk. These must be mitigated, controlled and contained or eliminated without overburden of procedural policy development and implementation and compliance monitoring, to justify investment. 7.) Exit Strategy. The need for a workable exit strategy without selling the portfolio company into the public markets too early, for too little.

THE COMPANY’S BUSINESS MODEL

Commonwealth Capital Income Fund I, LLC as the Magnet Sprocket Network, LLC owns 50% of Commonwealth Capital Income Fund-I. Commonwealth Capital owns the other 50%. “CCIF-I.” Our jointly owned venture-capital fund, serves as the magnet for attracting start-up and early stage companies seeking capital, both financial and human. CCIF-I is a seed-capital, angel-fund, designed to capture great companies in the start-up or very early stages before other venture capital firms are interested or even aware of them. Like a talent scout for an NFL team, to find early-stage candidates to become our “quality deal flow,” we’ve decided to go to the freshman and sophomore level of high school—as opposed to the junior and senior level of college, where everyone else is looking.

The Investment Policy Statement of CCIF-I is designed to effectively address the seven problem areas stated above as follows: 1. Automatic Pre-screening. Part of the CCIF-I application process for portfolio company candidates seeking funding and qualified management team members, efficiently and effectively screens start-up or early-stage-candidate companies automatically through our online social media incubation platform; Sprocket Network.™ The Sprocket Blueprint™ protocol not only automatically screens potential candidate companies with an “Invest- ability Survey, it also allows us to follow the progress, in real-time, of potential candidates as they leverage our platform for proper corporate engineering.. 2. Automatic Pre-qualification. Part of the application process for portfolio company candidates seeking funding, as outlined in the CCIF-I Investment Policy Statement, is the requirement that they must complete a securities offering using our Financial Architect System™, as well as provide “Proof of Concept” through the Sprocket Blueprint™ and in conjunction with The New Business Network,™ our social-marketing research platform. These exercises weed out the weak candidates and automatically pre-qualify stronger candidates for further investment consideration. The proposition of raising capital through two, consecutive, securities offerings will be a definitive self-filtering process. Most entrepreneurs simply will not elect to go through the effort—i.e., leaving only the “best of breed.” In addition, by having their personal and professional contacts willing to match our $500,000 will say volumes about the management team’s professional integrity—shortening the due diligence process. On the “Proof of Concept” protocol, one must build their Sprocket Portal™ (like a robust LinkedIn® business profile) for social incubation on the Sprocket Network™. A Sprocket Portal™ is a pubic incubation platform connected to other entrepreneurs, investors, distributors, HR talent and other service providers specifically designed for collaboration to build the company. Once they’ve completed their promotional material, such as an online video product presentation, in their Sprocket Studio™ (a back office suite where they construct their Company’s profile) they then “push it” to their Sprocket Portal™ (the front office – face to the world) by simply clicking an activation button. From this point, their Sprocket Studio™ is now connected and active to the Sprocket Network and New Business Network, which are our social media marketing platforms. Sprocket Portal™ 37

serves as the public facing side of the Sprocket Studio™ where they pre-build potential customer lists or can even pre-sell their project, securities, and product or service to potential consumers / investors via crowdsourced support. NBN Users must accomplish certain social engineering protocols before we let them into the advanced Sprocket Corporate Engineering Platform. This process mitigates market, and therefore operational risk, for the company and the Commonwealth Capital Income Fund-I. 3. Elimination of Maintenance & Monitoring. Our parent Company’s business model allows, but does not mandate, the Fund administration be outsourced to an operating outside VC Fund, on a standard contractual agreement, which is to consist of 2% of assets as the annual management fee plus 20% of realized return, profit sharing. In addition, the investment protocol and securities used—the Seed capital Convertible Bridge Notes—as outlined in the CCIF-I Investment Policy Statement is designed to further reduce the internal maintenance and monitoring thereby limiting the internal time and cost commitment by Commonwealth Capital. See Fund Organizational Structure. 4. Elimination of Fiduciary Duty to Outside Investors. Funding of these investments can be done with cash from internally generated revenue or better yet, with the use of our Corporate Finance Advisory Services to garner large amounts of preferred equity for maximum cash flow and upside potential upon strategic sale or IPO. 5. Maximum Retained Equity for the Portfolio Co.’s Management Team. Commonwealth Capital’s investment protocols and the securities used, i.e. the Seed Capital Convertible Bridge Notes and Convertible Preferred Equity as outlined in the CCIF-I Investment Policy Statement, are designed to provide the founders and management teams of our portfolio companies the vast amount of equity ownership and voting control. We can afford to do this because of the inherent eliminations of risk by the overall design of the Company’s operations. Equity ownership, vested over time, attracts and retains quality management for our portfolio companies. Entrepreneurs use the Financial Architect System™ to maintain the vast majority of equity ownership interest—making the capitalization process worth the effort, which shifts the paradigm from the vast majority of start-ups that fail, to start-ups that succeed. 6. Reduction of Operating, Financial and Litigation Risk. Commonwealth Capital’s investment protocols and application process empowers the entrepreneur to become versed in the reduction of operating, financial and litigation risks. Operational and litigation risk is reduced through detailed budgets, internal communications protocols, and executive-policy production, implementation and execution and corporate- governance protocols (in automated formats). More importantly, our protocol empowers them in their autonomous ability to raise substantial amounts of capital without giving up too much of their company too soon for too little. They do this by selling and issuing hybrid securities to raise capital, thereby reducing financial risk to investors, which further reduces litigation risk. The 1-year Seed Capital Convertible Bridge Notes carry a first-lien security on company assets and provide a quick exit strategy while not destroying the portfolio- Company’s capital structure. This enables the portfolio company to reduce financial risk. This also enables the Fund to “recycle” the investment 38

principal into another investment, within a year or less, reducing financial risk of the Fund. In addition, to further mitigate operational (market) risk from the start, a candidate company must have gone through the Sprocket Blueprint’s “proof of concept” protocol to establish that a proven market exists and its potential ability to capture market share within that market. 7. Automated Exit. Commonwealth Capital’s investment protocols and securities used (1 year, Seed Capital Convertible Notes) as outlined in the CCIF-I Investment Policy Statement, are designed to return and recycle the investment principal each year and receive enough return (cash flow [interest on and return of Note principal] and capital appreciation through the convertible preferred equity kicker) within the first five years. In this case an IPO or out-right sale of the portfolio company for an exit strategy is not necessary. More importantly, Commonwealth Capital’s Investment Policy Statement enables them to use our Corporate Finance Advisory Services as the investment (time and effort only) in the portfolio company. Therefore, under this case we can effectively eliminate any need for an exit strategy, as we are to receive more benefits than from a $500,000 cash investment. By using our Corporate Finance Advisory Services, in lieu of a $500,000 cash investment, we are to receive from 5 to 10% of the preferred equity, to be issued, (depending on the risk we assume) plus additional cash, on a contingency basis, as outlined in the Corporate Finance Advisory Services agreements, linked in the CCIF-I Investment Policy Statement. See Exhibit F. See: https://commonwealthcapital.fund

Friction Free Capitalism™ as the Revolution

Friction Free Capitalism, as first coined in 1995 by Bill Gates in “The Road Ahead,” simply means “the enhanced efficiency of markets, all due to the coming digital revolution called the Internet.”

If you’ve ever bought or sold anything, banked or paid bills, or even just viewed an advertisement online, you’re part of Friction Free Capitalism. For Friction Free Capitalism to exist there only needs to be a willing buyer and seller for a product or service that is priced based on a reasonable expectation of satisfaction, and that purchase and sale transaction is consummated online. The ability to quickly and easily compare products and services, online, with 3rd party input, such; as Yelp, Angie’s List, etc. enables products and services to be, in effect, commoditized.

Many things can be commoditized to a common denominator for price/quality, risk/reward comparison enabling Friction Free Capitalism to exist. Even the process of investing in publicly traded companies has been commoditized with online trading platforms, such as E*TRADE and Charles Schwab, on the consumer markets side of the securities industry.

Out of the literally billions of applications facilitating Friction Free Capitalism, there had yet to be an application utility that has consolidated all aspects of the most essential part of Friction Free Capitalism and that’s Friction Free Capitalization.

The commercialization of innovation benefits society in many ways. However, most would be shocked at the number of innovations unable to be commercialized due to the lack of available capital for start-up and early stage companies. Although many players have an important role on the capital markets side of the securities industry, there are no application utilities that commoditize the process and then tie all the players altogether to create a complete Idea to IPO environment, until now.

New Business Network™ as the Facilitator Sprocket Network, LLC owns The New Business Network.™ The New Business Network™ is a public Social Engineering Network and the first step to commoditize the process by promoting social engineering for Start-Up and Early Stage Companies to qualify for direct investment from our private venture fund, CCIF-I. Here we educate entrepreneurs, directors and investors in what it means to engineer a company into quality deal flow. For those who are ready to commit to the process, they’ll engage their company within the Sprocket Network,™ in order to leverage proper “corporate engineering” with their team through their company’s “private” Sprocket Studio.

The New Business Network™ is an open social media network that is designed to support start- ups through crowdsourced incubation. The New Business Network™ is a free online platform enabling incubation for a start-up or early stage company through the use of social crowdsourcing. It is similar to setting up a Facebook® company page, or a corporate profile on LinkedIn®, though it specifically caters to start-up and early stage companies.

The New Business Network™ serves as the facilitator bringing all participants to the party. In short, it’s a social-engineering network for start-up and early stage companies with all of the familiar features of a mainstream social media network and website, such as; profile, friends, messaging, etc. The New Business Network’s™ primary purpose is to facilitate free education and resources to standardize the start-up process and create the most optimal environment for the success and health of the venture. The fact is most entrepreneurs don’t completely understand what’s involved in properly setting up and capitalizing their companies, correctly the first time.

The New Business Network™ is a place to do what we’ve coined as “Social List Building” within a platform that allows ventures to cultivate “proof of concept” through the show of social support.

The New Business Network™ feeds the Sprocket Network™, which encompasses the Sprocket Blueprint™, Sprocket Studio™ and Sprocket Portal™.

The New Business Network™, by design, is the first step in the quality deal flow generating machine for the Sprocket Network™ and the Commonwealth Capital Income Fund I.

See www.NewBusiness.Network The Sprocket Network™ as the Catalyst The Sprocket Network™ is a private online-platform enabling incubation for a start-up or early stage company through the use of social crowdsourcing. To the entrepreneur, the Sprocket Network™ is a closed, “Members Only” corporate engineering platform. And although no payment is necessary, it is only accessible once certain corporate and social engineering protocols are met. NBN Users must accomplish these protocols before we let them into the advanced Sprocket Blueprint Corporate & Social Engineering Platform. (These protocols are trade secrets and disclosed only verbally to prospective investors). This empowers the start-up or early stage company to gain momentum, while showing positive signs of early success through the crowdsourced support and proper corporate engineering of their idea, company, product or venture.

We view the Sprocket Network™ as a cross between Kickstarter®13, Shark Tank®14 [for Investors, including SEC registered, FINRA Member Regulated Crowdfunding Portals and Broker-Dealers] and E-Harmony® [for Directors and Sales Distributors]. The Sprocket Network™ allows companies to compete for investors, directors and sales distributors with the audience being the judge. The value of Sprocket Network™ comes in the way of a hybrid cross between entertainment and business promotion, or what we like to call “Edutainment.” The “social competition” attracts and grows the audience, and the audience helps establish solid ground for the supported ventures.

This not only helps mitigate risk for potential investors (and for all parties involved), this formulation is also one of the major requirements needed to qualify a company for investment in it by Commonwealth Capital Income Fund I.

Although the concept is not new, Sprocket is the first company to introduce a social platform that specializes in “total-corporate-and-social-business-incubation.” Management has coined the term “Crowdsourced Incubation,” which simply means that this social network is comprised of professionals and entrepreneurs working together to support start-ups on Sprocket, with the most popular community projects being fully supported by the services and benefits of the internal venture fund, which acts as the magnet attracting companies needing capital, investors seeking quality deals, and service providers to support the processes.

Enterprising individuals with start-up and early stage companies simply set up a New Business Network account and a Sprocket Portal™ for their ventures. This allows them to “showcase” their company, products and services to attract investment and human capital, product

13 Kickstarter® is a registered trademark of KICKSTARTER, PBC 14 Shark Tank® is a registered trademark of Sony Pictures Television Inc. 41

distributors, collaborators, etc. From this point, their Sprocket Portal™ is connected and active on The Sprocket Network™. The Sprocket Network™ is an influence / content marketing network for start-up and early stage companies geared to socially incubate and support Entrepreneurs and their ventures. The Sprocket Blueprint™ is the backbone internal-process that Sprocket Network™ members go through, from the beginning to the end of their Company’s life cycle. The New Business Network serves as the public facing (consumer) side where Sprocket Network™ Members pre-build potential customer lists during the Social Proofing process. Sprocket Network™ members can even pre-sell their project, product or service to potential consumers via crowd sourced support and garner further support for crowdfunding, as well as “built by the crowd” product development projects. The Sprocket Network™ is the “utility” that gears and fuels start-ups for success. The Sprocket Network™ is created to foster new businesses, thereby generating high quality deal flow for the Commonwealth Capital Funds and have been organized exclusively for supporting start-up and early stage companies that have mitigated operational, financial and litigation risk by design. See: www.SprocketNetwork.com

The Sprocket Blueprint™ as the Corp. and Social Engineering Mechanism Sprocket Network, LLC owns The Sprocket Blueprint™. The Sprocket Blueprint™ is a private Corporate and Social Engineering Network and the second step to commoditize the process. The Sprocket Blueprint™ directs young companies to take an Invest-ability Survey to qualify for an investment from CCIF-I. For those who have yet to qualify, the Sprocket Blueprint™ leads them through an automated corporate and social engineering process to become the “quality deal flow” that Commonwealth Capital, other accredited investors, high-powered directors and formidable sales distributors seek.

More specifically, corporate engineering involves mitigating operational, financial and litigation/regulatory risk through a progressive series of online exercises, protocols and executions enabling entrepreneurs to build companies that can withstand the rigors of a competitive business environment and hence reduce risk of investment loss. Social Engineering, on the other hand, involves enhancing revenue generation through a progressive series of online exercises, protocols and executions enabling entrepreneurs to build companies that can engage in “social proofing” (proof-of-concept research) and social crowdsourced incubation (sales list building) for improved sales and marketing efforts, thereby maximizing potential investment returns.

Director & Enterprise Associates as Lead Generators Our process is simple. Director and Enterprise Associates are key influencers that drive entrepreneurs to the Sprocket Network™.

Director Associates are professionals (serial entrepreneurs, attorneys, accountants, IT engineers, etc.) that have established practices of servicing start-up and early stage companies, but desire to 42

elevate to Directorship status. Most start-up and early stage companies don’t know what they don’t know and need to be told what to do by a “trusted source.” Director Associates provide that impetus and serve as closers to our Sprocket Corp. Engineering Platform. We offer these professionals the ability to easily elevate their status as Independent Directors of companies that are being properly engineered for IPOs or outright sales, with liability protection protocols in place. Director Associates bring their existing client companies to our Networks to fulfill the goal of creating value for a profitable exit. In doing so, they bring their company contacts into a network of other companies and other directors, thereby creating a pool of start-up and early stage companies needing independent directors and Director Associates to serve start-up and early stage companies as independent directors. This tactic will continue to attract high quality Director Associates to our Networks. Director Associates are able to build equity and receive cash flow from any number of the Sprocket Network™ companies as independent directors.

Enterprise Associates are companies (TV & radio stations, IT, law and accounting firms, marketing and insurance companies, etc.) that have the ability to reach the highly fragmented entrepreneurial market, but have yet to fully monetize that reach. They both have a direct benefit in creating their own quality deal flow for the services they provide, as well as the ability to receive cash and equity compensation from each young company they engage and secure into The New Business and Sprocket Networks. They are our direct connection within the small business community and drive their clients and prospects to build their social following and take our Invest-ability Survey. We empower them to build their lists within our lead generation machines; The New Business and Sprocket Networks.

Corporate Engineering

Financial Architect System™ as the VC Fund Screening Mechanism. Within the Sprocket Network™ and as a key component of the Sprocket Blueprint™, is the gateway to the Financial Architect System. ™ The Financial Architect System™ serves as the back-end fulfillment for do-it-yourself corporate engineering and hence the ultimate screening mechanism for attracting quality deal flow for the Company’s VC Fund and furthers the integrity of the Sprocket Corp. Engineering Platform. Financial Architect™ is a system and method enabling entrepreneurs to apply proper corporate engineering principals to their company in order to raise a substantial amount of capital, in compliance with federal and state(s) securities laws, at a fraction of the normal cost involved.

Financial Architect™ is to play a key-roll in the design of Commonwealth Capital Income Fund- I in the following ways:

1. The use of a Financial Architect™ program to produce the required, securities-offering document is designed to serve management in the screening process of start-up and early stage companies, efficiently and effectively, in the initial due diligence process by automatically reducing the inherent risk of investment in start-up and early stage companies; and

2. The initial deal structure with the Financial Architect™ Seed Capital Producer is designed to relieve Management of overseeing the on-going operations of each portfolio company—thereby, making an investment of this nature cost effective. Also, it will enable the management of each portfolio company to become autonomous in its capitalization needs—strengthening the exit strategy for each portfolio company of the Fund.

Commonwealth Capital – The Fund Mgmt. Co. has purchased Financial Architect™ from Commonwealth Capital Advisors, on a royalty financing contract basis essentially at cost. (See: Exhibit A - Pro Forma Financial Projections- and notes thereof)

Today, Commonwealth Capital, through its Financial Architect™ programs is in the initial phase of commoditizing the Capital Markets side of the industry. Financial Architect™ encompasses the items necessary for the successful launch of a start-up or early stage Company’s initial capital structure based on its 5-year operating plan. It is the embodiment of the first phase of organizational existence, applying proper corporate engineering principles to ensure the mitigation of operational, financial and litigation/regulatory risks. Without these standards, investment in start-up and early stage companies is often risk prohibitive.

Over the next two years, Commonwealth Capital plans to build its two sister applications, Acquisition Architect™ to embody the growth and expansion phases of an organization’s existence and Divesture Architect™ to embody the final phase of an organizational existence, the exit strategy. These sister applications are not included in the pro forma financial projections, so the revenue from these are not expected. However, the strategy is part of the overall business model for Commonwealth Capital – The Fund Mgmt. Co. and the Fund.

Financial Architect™ Components. Although Financial Architect™ modules are constantly evolving; each is currently comprised of 3 interdependent components that are designed to be used consecutively to enable one to accomplish the task of raising capital. Those components are as follows:

The E-Book entitled: The Secrets of Wall Street – Raising Capital for Start-up and Early Stage Companies, is the primary educational piece that is designed to give one the required knowledge to correctly formulate a Company’s operational and capitalization plan. This Component is fundamental to Commonwealth Capital’s business growth philosophy and it rarely changes. (Commonwealth Capital plans to produce a hardcover copy to be in major book outlets by the 1st half of year 2, 2018 - with a focus on marketing distribution to higher education.)

Securities Offering Document Production Tools: Each Securities Offering Document Production Tool includes two interdependent components. The first of which is the CapPro™ sub-module, which enables one to create a marketable deal structure for a securities offering compliant with GAAP (Generally Accepted Accounting Principles) standards. This

sophisticated Microsoft Excel® based sub-module has a complete set of comprehensive instructions that are designed to lead one quickly through, what otherwise would be, a rather arduous process. The second sub-module is, in addition to other tools, comprised of the securities offering document production text Template(s) based in Microsoft Word®. These sub- modules have comprehensive instructions embedded into the Template documents, which one simply follows to convert a Company’s business plan into a securities offering document. These components may evolve over time; therefore, management updates Financial Architect™ as necessary. The Fund Programs, such as; REIT Producer™, Film Producer™, Oil & Gas Producer™, and Venture Producer™, enable one to quickly build a Management Company along with an Income or Growth Fund simultaneously, so essentially one can build and capitalize two entities concurrently – greatly furthering the savings in time, as well as money.

The Commonwealth Capital Club (CCC) is the third and final component and is owned by Commonwealth Capital. Access to the CCC is a part of the Sprocket Network Corp. Engineering Platform. The Commonwealth Capital Club (CCC) contains the critical Compliance Components, as well as, Securities Selling Techniques and Marketing Strategies. This CCC is dynamic, fluid and changes often so it is important for a customer to access it regularly, but does not over burden Commonwealth Capital’s resources because the links are maintained by third parties. Commonwealth Capital is in the process of creating multi-media tutorial sessions to further assist the customers of Financial Architect™. These tutorial video clips shall be housed in the Commonwealth Capital Club, as well.

Financial Architect™ is our solution to solve these problems: 1. Affordability: Financial Architect™ saves entrepreneurs up to 95% of the traditional cost of creating a securities offering document in a fraction of the time; 2. Marketability: Financial Architect™ creates “marketable deal structures” that sell in today’s marketplace; 3. Deliverability: Financial Architect™ provides access to accredited "angel" investors that have an interest in funding start-up and early-stage companies. Additionally, one can now advertise the securities offering and / or hire a VP of Finance from the securities industry to help finish the job!

Traditionally, the primary problem with selling securities to raise capital from individual investors has been the initial cost. The standard cost associated with the production of with GAAP compliant pro forma financial projections for a securities offering document, which is required by federal and state law to solicit and sell securities, can range from $25,000 to $75,000 ($50,000 normal average) or higher depending on the issuing Company’s circumstances. The process to create this document would normally take 30 to 90 days, as well. For most start-up and early stage companies this cost is prohibitive.

With Financial Architect™, an entrepreneur produces a securities offering document for a mere fraction of the standard cost and accomplishes the initial document production task within hours, as opposed to weeks, with the Seed Capital Producer.™ To further the capitalization effort for

most companies, one can then produce a Regulation D-oriented securities offering document in approximately 10 to 20 hours assuming he or she has a current business plan, or 30 to 50 hours if they do not. Small business owners and entrepreneurs who purchase and use Financial Architect™ make a quantum leap in their ability to raise substantial amounts of capital because Financial Architect™ is a complete system, not just a securities offering document production template program.

However, once the securities offering document production affordability issue has been solved two other major issues remain. Most entrepreneurs and their professional service providers (attorneys and accountants) are not (normally) familiar with how to create a marketable “deal structure” for a securities offering while enabling their clients to maintain the vast majority of common equity ownership and voting control. Most entrepreneurs sell too much of their company too early for too little. In addition, most do not know how to effectively deliver and sell it to the investor community. Financial Architect™ solves both issues simultaneously. The marketability issue is solved by enabling entrepreneurs to easily structure seed capital Convertible-Bridge Notes and participating convertible and callable preferred stock that are designed to be sold directly to individual investors. The delivery issue is solved through the process of seed capital leading to development capital leading to expansion capital rounds. This simple 3-step process of affordability, marketability, and deliverability is what sets Financial Architect™ in a class by itself.

Management is currently in the process of converting Financial Architect™ into securities offering document production software to be housed on an ASP (Application Service Provider) system. The Financial Architect™ System is comprised of highly sophisticated Excel and Word based templates that do all the work for the companies that would normally take countless hours to accomplish without the system. The goal is to make that Excel and Word based System become a fully automated and web-based Software as a Service (SaaS) product similar to the way users use TurboTax® on the world wide web to create and file tax returns.

An ASP Citrix System is a password protected web-based operating environment that permits an End User to access each module, of the Financial Architect System™ as needed. This is known as “Software as a Service” or SaaS. The End User then signs into the ASP system; works on his or her document; collaborates with other management team members, if necessary, and then with their accountant and legal counsel. After which, they will have completed their securities offering document in record time at the lowest possible cost. This is being done for 3 reasons: a.) To make Financial Architect™ even quicker and easier to operate; b.) To virtually eliminate the risk of Financial Architect™ piracy; c.) To solve a Multi-User issue through the SaaS / ASP System.

Financial Architect™ - Future Goals. Management shall pursue the following primary strategic goals: ● To build the Financial Architect™ series into an industry-recognized brand that is synonymous with raising capital for Start-Up and Early Stage Companies around the world; ● To build an online marketing network through social media and an affiliation network of professionals by enhancing and expanding their practices through the use and distribution of Financial Architect™ within the Sprocket Blueprint™; ● To build an online educational and college course network through an affiliation network of colleges and universities by enhancing and expanding their entrepreneurial courses through the use and distribution of Financial Architect™ within the Sprocket Blueprint™; ● To continue developing Financial Architect’s value proposition to the degree that potential competitors cannot easily enter the market or directly compete by migrating Financial Architect™ to a private password protected operating platform (ASP) for a Software as a Service (SaaS) protocol in the 1st half of year 2, 2018.

The Financial Architect System,™ the Company’s website, service contracts, terms of use and distribution agreements were developed by the management team of the Company, which includes former investment bankers, current corporate and securities attorneys, CPAs, and operational and IT professionals. Timothy Daniel Hogan is the primary author and creator of the Financial Architect System™. The Financial Architect System™, the Company’s website, E- book, and distribution agreements were further reviewed by outside legal counsel for compliance with federal and state securities laws and other laws.

You are reading a securities offering document created by the Financial Architect System™.

Revolutionizing an Industry. As previously summarized, there are two primary segments of the investment banking/securities brokerage industry; “Consumer Markets” and “Capital Markets.” The Consumer Markets segment is dominated by brokerage or investment firms who manage money for clients with personal financial advisors. The Capital Markets segment is dominated by investment banking firms that service middle to later stage companies seeking to raise capital and or re-finance their existing capital formation to one degree or another.

The “traditional” Consumer Markets segment model, financial advisors with stock-brokerage firms, has been challenged and dominated by an online trading revolution that was pioneered by companies, such as; E*Trade, TDAmeritrade, Fidelity, Charles Schwab and the like. These online trading or money / investment portfolio management companies, with the “Do-it- Yourself” concept, have revolutionized the Consumer Markets segment of the industry and have profited greatly by adopting the principle that the process of managing one’s own investment portfolio can be done by anyone with the right education or knowledge and on-line trading and investment management tools.

The “traditional” players of the Capital Markets segment have yet to be challenged, until now. Commonwealth Capital, with Financial Architect™, is in a position to revolutionize the Capital Markets segment of the securities industry and should profit greatly from that position. The Capital Markets departments of these investment banks are not competitors of Commonwealth Capital, because they only deal with mid to later-stage (larger) companies. Financial Architect™ serves start-up, early, mid to later-stage (smaller) companies that the investment banks have no interest in…yet.

Financial Architect™ within the Sprocket Blueprint,™ is a cost effective solution for the market. To further ensure Financial Architect™ remains the dominant solution, Commonwealth Capital, is positioning itself to block competitors by constructing barriers to entry through the use of its revenue sharing distribution model with an extensive social networking effort driven by the Sprocket Network™ social media incubation platform, as well as a growing venture capital fund.

Management has built Commonwealth Capital into the leader of providing the only expert system that enables entrepreneurs to accomplish the goal of raising capital through the issuance of securities with marketable deal structures. Financial Architect™ is the back office fulfillment component of the Sprocket Blueprint™. The release of the hardcover edition of the e-book, The Secrets of Wall Street: Raising Capital for Start-up and Early Stage Companies, is planned to be in bookstores nationwide in the 1st half of 2018.

Although a summarization of the Company’s marketing strategies are outlined within this Memorandum, the Company has reserved some disclosure on the marketing strategies, due to the sensitivity of such strategic plans, which are considered trade secrets of the Company. Potential investors are encouraged to speak with Timothy D. Hogan, CEO, personally to gain a further perspective on the Company's marketing plans and strategies.

Please email us at [email protected] to set up a time for a confidential discussion on the Company's marketing approach for Financial Architect™.

Financial Architect™ is the solution that enables any entrepreneur to successfully raise substantial amounts of capital (at a fraction of the traditional cost) without giving up too much equity in the company, too early for too little. Click here to view the Financial Architect™ Overview Video.

The Market for the New Business Network™ & Sprocket Network™ Although the New Business Network™ is currently germane to U.S. based entrepreneurs, it the potential to go global one day.

According to Dr. Paul D. Reynolds, Director, Research Institute of the Global Entrepreneurship Center, “worldwide, there are about 300 million persons trying to start about 150 million

businesses. About one third will be launched, so you can assume 50 million new firm births per year, or about 137,000 per day. As firm birth and death rates are about equal, the same number of active firms, say 120,000 probably terminate each day, worldwide. This is the only source of comparative data on start-up and closure activity internationally. You can find some data for the US on the SBA, Office of Advocacy website, but for most countries, the figures either do not exist or are not compiled.”15

It's a highly connected world with “billions” of people on social networks globally. With approximately 150 million start-ups happening annually, the Internet and Social Networks are evolving and changing how business start-ups “get their start, build and grow” their ventures. When combining a social networking platform with business incubation, you get “crowdsourced incubation.” This is the future of the start-up. More importantly, early stage companies (pre- revenue to break-even point) will need to join-in with the concept of online collaboration or face competition from the start-ups who do. From there, later stage companies will also need to join- in for sheer survival. Management is not predicting this as a future event that will happen someday down the road. This phenomenon is happening now. The Guardian makes a point about what Management is calling “crowdsourced incubation.16” The article is not only a strong argument, but documented evidence that an online, crowdsourcing-incubation service, such as the Sprocket Network™ would quickly become an invaluable resource for start-up and early stage companies.

No one can accurately predict the future of any industry or company, but suffice it to say that these changes are systemic in the way cultures around the world are networking in order to gain competitive advantages, market share and attract capital, both financial and human.

As previously revealed in this document, “crowdsourced incubation” is not something that’s being “predicted” to happen sometime in the near future, rather it’s already happening through the use of social media networks that are not specifically geared to support start-ups. Sprocket is filling a need and is a disrupter in the “start-up incubator” sector of the fast growing small business market.

Sprocket has been released in beta with the core systems and technologies active, functional and working in tandem with the “social list building” efforts of Commonwealth Capital's promotional campaigns. As we continue development on the Sprocket platform, we will be deploying and integrating new systems such as automatic project matching based on key data points in a user’s profile, as well as hands-on (interactive) guidance of the user through the capital raising process.

15 http://www.moyak.com/papers/business-startups-entrepreneurs.html 16 https://www.theguardian.com/media-network/media-network-blog/2013/apr/10/crowdfunding-businesses-social-projects 49

A Lead Generation Machine. Like a “LinkedIn®” platform, the nature of the New Business Network™ & Sprocket Network™ are lead generating and resource connecting machines for all end users, by design. That’s what drives traffic to the New Business Network™ is the free unadulterated access to this platform’s ability to connect users to other users, capital formation and management talent. The utility concept is adopted to deflect all liability away from the New Business Network™ & Sprocket Network™ to Strategic Alliances as service providers, such as; SEC registered crowdfunding-portals and broker dealers; securities, corporate and tax legal firms; CPA firms; insurance agencies, television stations, as well as other service providers to the small business communities. The value proposition of the model is its free access to free resources and contacts designed to attract an exponentially growing End-User customer base. The Company has adopted a revenue model that is essentially free to the entrepreneur, the collaborators and potential investors.

Growth Strategy. The Company is leveraging the New Business Network™ & Sprocket Network™ platforms in conjunction with several marketing campaigns that are being initiated by its supporting partners and projects. Each individual project leverages social-media marketing and promotional techniques to help expose their ventures to the world. These efforts create perpetual exposure for the Sprocket Network™ (and individual ventures) through the use of integrated social sharing tools, and guidance, education and support on best marketing and promotional practices.

Through a combination of promotional, press, media and other marketing campaigns, it is expected that Sprocket will be able to grow a substantial membership and user-base in a fairly short period of time.

There are dozens of online networks and forums that support start-ups. The Sprocket Network™ does not replace any of the existing valuable resources that are available to today’s entrepreneur, rather The Sprocket Network™ actually ties it all together in order to help socially incubate, support and grow budding businesses. We incubate for everyone. The Sprocket Network™ focuses on supplying access and gateways to both financial and human capital, as well as massive product and services sales distribution. This has been made possible through the support of the Commonwealth Capital Venture Fund-I and a creative alliance with Sprocket Partners™. The Commonwealth Capital Difference By taking this approach, Management anticipates that Commonwealth Capital can become the “Go to Fund” for start-up and early stage companies seeking their initial, first two rounds of capital.

Also, by taking this approach, Commonwealth Capital can become the “Go to Firm” for traditional venture-capital firms, private-equity firms, and investment banks seeking later-stage quality deal flow for their investors. In so doing, these firms, as beneficiaries of Commonwealth

Capital’s later stage quality deal flow, should become a growing source of start-up and early stage deal flow (Companies coming to them that are not ready) into the Commonwealth Capital model. This is designed to create an environment of success for the Commonwealth Capital Income Fund I.

This strategy marks a major shift in the way the capital markets currently exist in the micro-cap arena. Management has dominated the entrepreneurial side of the equation since 1998. By serving the needs of both sides of the equation (the entrepreneur and the investor), this new venture capital fund is designed to assure full dominance in this arena—re: see Commonwealth Capital Income Funds I Investment Policy Statement – Exhibit F.

The entrepreneurial community, which includes start-up and early stage companies, and those who are tasked with creating economic development for the nation, state or region (SBDCs, Chambers of Commerce, University Incubators, Etc.) are starting to realize that the most effective way for the entrepreneur or small business owner to raise capital is through a privately or publicly placed securities offering. It is much easier and far more effective to sell 100 people investments in securities, of relatively small amounts, say $10,000 each, to raise $1,000,000 through regulated crowdfunding and other methods, than it is to sell one financial institution for investment of $1,000,000.

Fund Organizational Structure Commonwealth Capital, LLC, intends to capitalize its first VC Fund, Commonwealth Capital Income Fund-I, with cash from internally generated revenue or through sweat equity earned through the Corporate Finance Advisory Services as the payment for equity in the portfolio company. To eliminate the inherent liabilities and risks associated with attracting and soliciting capital through securities offerings for the Fund to outside investors, the Fund will be capitalized one hundred percent (100%) with either internally generated revenue or through Commonwealth Capital, LLC’s Corporate Finance Advisory Services. The preferred equity of portfolio companies, as well as cash from interest payments and dividends will go into a separate account and be considered assets of Commonwealth Capital Income Fund-I. Commonwealth Capital Income Fund-I is and shall continue to be fifty (50%) percent owned by Commonwealth Capital, LLC and to be fifty (50%) percent owned by Sprocket Network, LLC. Commonwealth Capital, LLC owns 34% of Sprocket Network, LLC and hence shall benefit from a 67.5% of the Fund’s profitability. Commonwealth Capital shall provide Corporate Finance Advisory Services to Commonwealth Capital Income Fund-I, as indicated as in the pro forma financial projections contained in Exhibit A.

The VC Fund(s) may be managed internally or externally by means of a unilateral, industry- standard contract, as well. The pro forma financial projections contained in Exhibit A illustrate the internally generated cash investment into Commonwealth Capital Income Fund-I being managed by an outside venture capital fund for two reasons. 1.) To contain the cost of administrative management, as well as the monitoring, management and collections of the $500,000 loans and 2.) To persuade and incentivize outside venture capital firms to participate as

an investor in building like-type VC Funds, which inherently support the sales of the Financial Architect™ and Sprocket Network Systems™. The pro forma financial projections contained in Exhibit A illustrate provisions to provide to the outside management company an annual management fee of two percent (2.00%) of assets under management and 20% of net- realized gains for a profit sharing incentive, for Commonwealth Capital Income Fund-I, if necessary.

Commonwealth Capital, LLC may build additional Funds over time. Any other Funds may be capitalized with preferred equity only, enabling Commonwealth Capital to retain one hundred percent (100%) of the common voting-equity in any future Fund, as well.

Current Holdings Commonwealth Capital Income Fund I is new and has no current holdings (portfolio companies) at the time of publishing this Memorandum.

MANAGEMENT

Chairman & CEO: Timothy Daniel Hogan. Mr. Hogan has over 32 years of experience in the Investment Banking and Securities Industry and has held six (6) NASD securities licenses and registrations primarily of “Principal” status. Mr. Hogan is a former Director of Compliance and Senior Trading Principal for North American Financial Group, Inc. a SEC Registered Investment Bank and Securities Broker and Chairman of the Investment Policy Committee for North American Capital Advisors, Inc., a SEC Registered Investment Advisory firm. Mr. Hogan supervised the management of eight internal departments in relation to compliance with federal and state securities laws, as well as having supervisory responsibilities for overall firm productivity, operational systems design, and technological implementation.

Mr. Hogan has been a Founding Principal of seven entrepreneurial endeavors, including an eighteen-hole championship golf course and real estate development, a software development firm, other Internet related businesses, as well as an investment banking company. He has held board and executive committee seats on various firms. His securities industry training started in in May of 1985 with a few large securities brokerage and investment banking firms, such as, Merrill Lynch, E. F. Hutton and Shearson Lehman Brothers, now known as, Salomon/Smith Barney a Member of Citigroup. Mr. Hogan holds a double major (Marketing & Finance) Bachelors of Business Administration from Grand Valley State University's Seidman College of Business.

Mr. Hogan is the author of the book: The Secrets of Wall Street: Raising Capital for Start-Up and Early Stage Companies, is a founding principal of Commonwealth Capital Advisors, LLC; Commonwealth Capital, LLC; Sprocket Network, LLC and is the creator of the Financial Architect System™.

As Chair of CCA, LLC’s, Commonwealth Capital, LLC’s and Sprocket Network, LLC’s Executive Boards and an interim member of the senior management team, Mr. Hogan brings his investment policy formation, securities & investment banking experience, corporate organization, and marketing skills to the Company. His responsibilities include the formulation and engagement of the executive policies and decision making as well as, formulating, implementing and enforcing the Company's sales, marketing, operational and administrative policies. He also serves as Chairman of the Investment Policy Committee of Commonwealth Capital’s Income Funds – I & II. Mr. Hogan resides in Chicago, IL and Harbor Springs, MI.

Vice Chairman & Executive Vice President: Robert Kuntz Since 1991, Mr. Kuntz has been engaged in marketing technology, as both Entrepreneur, and CTO and CMO executive level positions with several small to large companies. He has also consulted for many recognizable business and tech-marketing brands. Mr. Kuntz’s strengths are in technology marketing, software development, social-media business applications, as well as start-up business development.

Mr. Kuntz has built and managed the design and deployment of online marketing and commerce systems over the past two decades that have, collectively, been responsible for generating over a billion dollars in online sales for his clients, partnerships and personal companies.

As in the nature of the Internet, marketing technologies change and advance rapidly. Mr. Kuntz has been active in crafting and managing social-media marketing campaigns, and since 2007, has been working on and building online social-media marketing applications and software systems. These “systems” have been specifically designed for what he has coined as “Social List Building.” This is also a part of the Commonwealth Capital overall marketing strategy, which includes full integration of the Sprocket Network (a social network for start-ups) into the Commonwealth Capital business model.

Over the span of his career of over two decades, Mr. Kuntz has built solid trusted relationships with many other professionals connected in the marketing, sales and technology marketing industry. Mr. Kuntz has been active in creating and influencing the next generation of emerging technologies related to the social-media and technical marketing industry. Through his relationship with Commonwealth Capital, it has become his mission to help influence the future of business through investment and participation in the next steps in information and entertainment technologies.

Mr. Kuntz, has been a trusted advisor and compliment to Commonwealth Capital Advisors since its inception and built Commonwealth Capital’s original website and e-commerce platform in 1998. Now being a valued member of Commonwealth Capital’s senior management team, Mr. Kuntz is responsible for developing, deploying and managing the Company's technology marketing systems and strategies for Sprocket Network, LLC, as well. This includes designing, developing, and deploying the systems that support the revenue generation, growth, and ultimately, the success of the Company's overall vision and objectives. He also serves as a

Director on the Investment Policy Committee of Commonwealth Capital’s Income Funds – I & II. Mr. Kuntz resides in Dallas Texas.

Director & Chief Legal Counsel - Russell C. Weigel, III, Esq. Mr. Weigel has approximately 27 years of experience as a lawyer in the Securities Industry. Mr. Weigel joined Commonwealth Capital Advisors as its Chief Legal Counsel in April of 2014. Mr. Weigel is a securities lawyer who started his legal career in 1989. He handles both securities transactional and securities litigation matters. His focus includes advising public and private company clients on capital raising transactions and mergers, preparing their SEC reports and registration statement filings, regulatory compliance matters for securities-industry participants, and defending clients involved in arbitrations and FINRA, SEC, and state securities enforcement matters.

Between 1990 and 2001, Mr. Weigel worked for the Securities and Exchange Commission as an enforcement attorney. He supervised and conducted numerous investigations and litigated many civil injunctive and administrative proceedings nationwide. Most of his cases involved allegations of fraud, sales of unregistered non-exempt securities or regulatory compliance violations. Mr. Weigel also supervised investigations and litigated cases involving securities issuers’ Ponzi schemes and false financial reporting. The targets of Mr. Weigel’s cases typically were stock promoters, public companies, broker dealers, investment advisers, and stock transfer agents.

Prior to his SEC experience, between 1989 and 1990, Mr. Weigel served the state of Florida as a criminal prosecutor.

Mr. Weigel is an AV-rated17 securities attorney. An AV® Peer Review Rating Certification Mark is a significant rating accomplishment, which ranks the lawyer at the highest level of professional excellence. A lawyer must be admitted to the bar for 10 years or more to receive this rating. Mr. Weigel graduated from Vanderbilt University with a bachelor of arts in economics and from the University of Miami with a juris doctor degree.

As a Director of CCA, LLC’s, Commonwealth Capital, LLC’s and Sprocket Network, LLC’s Executive Boards and an interim member of the senior management team, Mr. Weigel’s responsibilities include general corporate and legal-compliance counseling services. He also serves as a Member of the Investment Policy Committee of Commonwealth Capital’s Income Funds – I & II. Mr. Weigel resides in Miami, FL.

17 CV, BV, and AV are registered certification marks of Reed Elsevier Properties, Inc. in accordance with Martindale-Hubbell certification procedure's standards and policies. Martindale-Hubbell is the facilitator of a peer review process that rates lawyers. Ratings reflect the confidential opinions of members of the Bar and the Judiciary. Martindale-Hubbell ratings fall into two categories - legal ability and general ethical standards. 54

Director & Executive Director - Investment Policy: Charles D. Dreher. Mr. Dreher has over 32 years of experience in the Investment Banking and Securities Industry. His career began in 1985 as a commodity and securities broker. He has worked in many areas of the securities industry, including marketing, sales, broker development and portfolio management. Mr. Dreher’s securities training started with a few large investment banking firms, such as, Christopher Arthur & Co., Inc., John Hancock, and Shearson Lehman Brothers, now known as, Morgan Stanley /Smith Barney. Mr. Dreher was a Municipal Bond Principal and an Options Principal and set up a network of over thirty-five professional money managers. Mr. Dreher is an advocate for the Entrepreneur (business owner) and has addressed success stories as an Investment Banking Financial Commentator on numerous local & national TV & radio programs, as well as, the worldwide web.

Prior to his securities industry experience, Mr. Dreher spent nine years with Control Data Corporation (CDC), U.S. Marketing. He was responsible for marketing educational products and services including consulting, professional services, project management, seminars, multi-media video programs and computer based education, as well as the computerization of all the documentation for large complex lawsuits utilizing time sharing services or negotiated licenses for CDC's proprietary litigation software.

Mr. Dreher spent the first eight years of his career with Statistical Tabulating Corporation in Chicago as Payroll Accountant, Corporate Accountant, and then in a trio role of Sales Support Engineer (implementation specialist), Sales Representative for “HOUSE,” and Customer Service Representative (liaison between the client and production managers). Mr. Dreher attended Loras College, MacCormack College of Commerce, Computer and Business Skills Institute and DePaul University. He is vice president of the board of DIRECTORS of WAIKIKI HEALTH, a 501(c)(3) corporation.

As a member of CCA, LLC’s, Commonwealth Capital, LLC’s and Sprocket Network, LLC’s Executive Boards and an interim member of the senior management team, Mr. Dreher’s responsibilities include oversight of the assets of the firm, as well as business development for the Sprocket Network. He also serves as Executive Director and Vice-Chair of the Investment Policy Committee of Commonwealth Capital Income Fund – I. Mr. Dreher resides in Honolulu, HI.

Chief Operating Officer: Ben Ortiz Mr. Ortiz’s expertise is in strategic planning, program management, organizational effectiveness, product ownership, and execution of enterprise-wide key strategic initiatives.

Mr. Ortiz acquired and operated a technology company, Novacon, LLC and sold to a national cable provider. In addition, he reengineered a crowd source platform of 350,000 global architects and developers to accelerate the innovation and software delivery of startups and small-medium sized business with B3 Communications, LLC. In both cases, Ben Ortiz has empowered small-

medium sized businesses and startups to take to market their products and services by creating more efficient operations and systems to get to market faster and effectively.

With a proven track record and significant leadership experience in building highly productive teams to deliver large and complex programs and processes, he has delivered projects ranging from corporate strategic change initiatives for a national wireless provider to a major IT implementation impacting 90,000 global employees in over 30 international locations.

Leveraging over 20 years of experience specializing in leadership for system implementations and business transformation through process improvement, growth design, and deployments in multiple highly regulated industries, Ben is poised to bring best practices across several disciplines to Commonwealth Capital to empower entrepreneurs, innovators, and the investors alike, that enable the economic engine that transforms ideas into businesses that raise human capabilities to their next level.

Mr. Ortiz is a Senior-level Executive manager with an MBA from the University of Northwestern - Kellogg School of Business.

As a member of Commonwealth Capital, LLC’s and Sprocket Network, LLC’s Executive Boards and an interim member of the senior management team, Ben is responsible for developing, deploying and managing both company’s internal operational strategies and platforms. This includes designing, developing, and deploying the strategies with the IT systems that support the revenue generation, growth, and ultimately, the success of the company's overall vision and objectives. He also serves as a Director on the Investment Policy Committee of Commonwealth Capital’s Income Funds – I & II. Mr. Ortiz resides in the greater Chicagoland area.

Director & Chief Marketing Officer: Brian Vaszily Mr. Vaszily has been engaged in marketing since 1991, and specifically engaged in leading digital marketing for companies ranging from start-ups to large corporations since 1996.

Since 2002 in top marketing executive roles, Mr. Vaszily has been key to growing five different business-to-consumer start-ups to financial success and wide renown, such as; two of the world’s most popular online health websites and brands, Mercola.com and “The Truth About Cancer,” as well as two successful online B2C supplement companies: Organixx and The Healthy Back Institute.

His own successful personal development methodology and brand online, “Intense Experiences,” which he sold in 2013.

One of these business-to-consumer start-ups was his own personal and professional development organization, through which Mr. Vaszily became a brand and did many media appearances and speaking engagements. He also authored a book during this period which Wiley Publishing released in 2011, and which became a top-seller on Amazon and more in multiple countries.

Mr. Vaszily is known for building high-trust brands with extreme market loyalty and for his innovative and integrated marketing strategies -- he has successfully created and employed many “growth hacker” and “lean start-up” type of approaches (including well before they were buzzwords.) He is vastly experienced in virtually all aspects of digital marketing, such as strategy, planning and execution; team building and leadership; traffic and lead generation; social media marketing; funnel building and optimization; paid advertising & retargeting; partnerships and affiliate marketing; and content marketing and SEO.

Finally, Mr. Vaszily is passionate about helping start-up and early stage companies whose products and services can make a profoundly positive impact on our world achieve success, which is why he has dedicated his experience and talents to the company at the forefront of opening their doors for Commonwealth Capital and The Sprocket Network.

As a Director and Chief Marketing Officer for Sprocket Network, LLC, Brian’s responsibilities shall include, among other things, creating, implementing and maintaining the company’s marketing policies, procedures and implementation practices, as well as automating marketing research and customer support systems. Mr. Vaszily resides in the greater Chicagoland area.

Chief Technology Officer: Soorena Salari Mr. Salari began his formal education in technology (known as Data Processing then) in 1978 at the age of 17. In 1984, he left Security Pacific Bank for his first startup which the bank became his first client. After AT&T breakup, he grew the company as an AT&T VAR with the staff of 15 developers, supporting customers from New York to Honolulu with their computerized accounting software. During this period, he also invented and marketed “UniKey” and “Real Estate To Go” software with a few brand notable customers including Mastercard, TRW, Roundtable Pizza, Century 21 and RE/MAX.

Mr. Salari, with the newly found popularity of Internet in 1995, utilized his accounting software experience to design a fully integrated eCommerce platform. Since then, he has architected many software solutions for many of organizations from various industries inclusive of enhancements for Fortune 500 companies. A few notable brand media users include EMI Music, PGA Tour, BBC, Discovery, CBS, MTV, VH1, as well as City of Burbank, City of Monrovia, and City of Irwindale.

In 1999, Mr. Salari founded yourhomework.com which was inspired by a great need to serve the K-12 education community. It was ahead of the market. The “User-generated content” was pioneered where teachers entered content for students and parents. The company grew organically based on “word of mouth” and has served over two million students, parents, and teachers, positively impacting many lives. The results of an independent survey on yourhomework.com, conducted by Indiana University in 2003, were applied as a model by many State’s Department of Education and school districts around the nation.

Mr. Salari has three technology patents (pending) in Fashion-Tech by using Artificial Intelligence to suggest appropriate hair styles; AdTech for having in-ad-commerce, and LegalTech for analyzing facial expression of witness in a deposition.

Mr. Salari was a member of Consortium for Entrepreneurship Education has taught many entrepreneurship courses for K-12 teachers and students and has actively advice many start-up CEOs.

As a member of Sprocket Network, LLC’s senior management team, Mr. Salari’s responsibilities include establishing, growing and maintaining the Company’s e-commerce and social media network platforms, as well as developing applications and the other collective creations in regards to the company’s internet technology, as well as supervising and scaling growth. Mr. Salari resides in the Los Angeles, CA area.

National Sales Director: Jason Stelle Mr. Stelle started his of diverse professional acumen in the marketing, financial and engineering in 1998. Mr. Stelle founded “Jason Stelle Consulting,” a boutique digital marketing consultancy firm. The firm focused on profit growth via strategy creation, marketing plan development, custom marketing campaign fulfillment and a metrics oriented analysis approach for campaign optimization and maximum profit growth potential.

Mr. Stelle also developed automated trading strategies and turn-key trading software for multiple currency markets based upon specific risk/return and multi-timeframe parameters. Software created with verified, automated back-testing results. Created and implemented proprietary, intrinsic programming logic for entry/exit triggers coupled with failsafe measures. Actively managed investment accounts while operating as a Commodity Trading Advisor (CTA) through 2009

Mr. Stelle holds both a Masters-of-Business-Administration, with a major in Business Entertainment and a Masters-of-Science with a major in Environmental Engineering from the University of Southern California, Los Angeles, CA. Jason, was an All-American swimmer and team captain while attending USC, where he represented the United States as a National Team member in 1995.

As a Managing Director for Commonwealth Capital, LLC and National Sales Director for Sprocket Network, LLC, Mr. Stelle’s responsibilities shall include, among other things, creating, implementing and maintaining monetization funnels; customized sales funnel development campaigns; lead generation and nurturing our Associate salesforce: email and social media marketing designed to lift average customer value and traffic conversion sales plans and programs. Mr. Stelle resides in the Los Angeles, CA area.

Director: Scott J. McKinnon Mr. McKinnon has over 32 years of experience in the Information Technology Industry. Mr. McKinnon has worked with over 700 schools in the State of New York on the design, implementation and security of their accounting-system network and has implemented/supported Citrix in many Fortune 250 environments. Mr. McKinnon taught mathematics and science in the Miami-Dade County, Florida school district in the early 1990s while working on evening projects for a subsidiary of IBM. His projects also have included enterprise Citrix design and various web development projects focused on Macromedia Flash. Mr. McKinnon holds a Bachelor’s Degree in Elementary Education and a Bachelor’s Degree in Fine Arts from the University of Miami. Mr. McKinnon holds numerous computer-related certifications, such as; MCSE, CCEA & CCSP. Mr. McKinnon designed, built, and maintains CCA’s website.

As a member of CCA, LLC’s, Commonwealth Capital, LLC’s senior management team and Sprocket Network, LLC’s Executive Board, Mr. McKinnon’s responsibilities include advising on the Company's e-commerce networks and developing and supervising the ASP Citrix application for the Financial Architect System™ among other internet technology applications. He also serves as a Member of the Investment Policy Committee of Commonwealth Capital’s Income Fund – I. Mr. McKinnon resides in the Chicago, IL area.

Executive & Staff Compensation. See Exhibit A – Pro Forma Financial Projections- Pro Forma Income Statements & Co. Valuation and Exhibit E – Equity Compensation. VP of Investor Relations & 3 DIRECTORS – Independent: TBD

MARKETING PLAN

The target market for the Sprocket Network™ is highly fragmented but massive in scope and depth. The marketing and promotional plan the Sprocket Network™ is the key to fusing this market into one identifiable locale.

Market Size for Sprocket Network™ Although the worldwide market is approximately 73 million small businesses, there are about 472 million entrepreneurs worldwide attempting to start 305 million companies, approximately 100 million new businesses (or one third) will open each year around the world or about 273,973 per day.18 However, initially the Sprocket Network™ will market, promote and sell exclusively to US companies. According to the U.S. Small Business Administration, there were 28.8 million small businesses in 2013, the latest available data from the SBA, of which only 20% or 5.8 million had employees.19 There were approximately 850,000 start-ups, as well.20 We use the combined figure of 5.8 million who had employees plus the same percentage of 20% against the

18 http://www.moyak.com/papers/business-startups-entrepreneurs.html 19 https://www.sba.gov/sites/default/files/advocacy/SB-FAQ-2016_WEB.pdf 20 https://www.sba.gov/sites/default/files/advocacy/United_States.pdf 59

850,000 start-ups, or a net 170,000, to arrive at the total figure of 6,000,000 small businesses as the entire target market. In addition, the identifiable U.S. domestic target market does not include “would be” entrepreneurs. To remain conservative, Management estimates the qualified identifiable U.S. domestic target market size is 6,000,000 small businesses.

The pro forma financial projections in Exhibit A illustrate attracting NBN and Sprocket Active Users to only 1.0% qualified identifiable U. S. Domestic target market, or 60,000 small businesses, by the end of year 5. Then less than 10% of that figure is estimated to be engaged within the Friction Free portion of the Sprocket Network. Then less than 10% of that figure would be considered the quality deal flow we can hand off to Wall St. Investment Banks or Strategic Corporate Buyers.

Sales Associates Our sales department is completely outsourced and is to be made up of independent Director Associates and Enterprise Associates as our two key categories for Associates. Director Associates are paid directly as directors of each company they bring into the NBN and Sprocket Networks. We do not pay them, thereby elevating the company from administrative burdens and other associated potential liabilities. Enterprise Associates are paid directly by each company they bring into the NBN and Sprocket Networks, for necessary services they provide these incubated companies, by internal corporate and social engineering mandates. We are paid a percentage, normally 15%, of these payments as a strategic alliance of our Enterprise Associates.

According to FINRA, as of September 2017, there were 634,963 registered representatives, aka stockbrokers or financial advisors. These are the primary bird-dogs for deal flow. Although there are many other players in our industry, such as; managing directors of M&A and VC Firms. These registered representatives do not need and cannot use their securities licenses as independent directors of other companies. They can park their securities licenses for up to 2 years, thereby enabling them to explore a profession as Director Associates for Sprocket Network™. The 634,963 registered representative number is a key demographic statistic and is used as only a partial example of how large this target market is.

The pro forma financial projections in Exhibit A illustrate attracting and retaining only 1.0% of the qualified identifiable U.S. domestic target market, or 6,350 Director Associates by the end of year 5.

Potential associates cover the multitude of small business service providers who would inherently benefit from being an Associate of the Sprocket Network™ corporate engineering memberships by incubating their own “in-house” source of quality prospects and clients. Being an Associate enables them to tap into the vast untapped market of entrepreneurs in the U.S. who do not have the ability to raise substantial amounts of financial or human capital due to the cost and time involved in the process and their relative lack of fundraising knowledge and investor contacts.

By providing a free, easy-to-use expert system to reduce the cost and time associated with a securities offering to prospective and current clients, many small business service providers can set themselves apart from their competition and promote the germination of well capitalized clients. Never before has a VC Firm gone to such lengths to attract qualified start-up and early stage companies, for reasons outlined previously throughout this memorandum and in the EBook “The Secrets of Wall Street: Raising Capital for Start-up and Early Stage Companies.” Commonwealth Capital, an institutional investor, will further ensure that its Associates are positioned to not only capitalize on this opportunity but that they will revolutionize an industry segment – while serving as a catalyst to the commercialization of innovation.

Current Status The Company's website is a fully operational e-commerce platform allowing for unlimited distribution capacity and real time auditable accounting and market tracking for the convenience of the associate network.

The Company shall promote (on & offline) to industry related professionals, institutions, organizations and trade associations to become Associates of the Company's product lines. These would include, but not necessarily be limited to, commercial banks, investment banks, venture capital firms, angel investor groups, business incubators at universities, attorneys, CPAs, franchisers, insurance companies and independent agents, business planners, merger and acquisition specialists, business brokers, leasing companies, management consultants, book publishers, business software producers, state or federal agencies, and media catering to the small business community to introduce their existing clients, customers, prospects, constituents, and audiences to the New Business Network™ for proper corporate engineering and social incubation.

Incidentally, foreign companies that want to sell securities in order to raise capital from U.S. investors privately must do so under Regulation D 506. Financial Architect™, the corporate engineering engine within the Sprocket Blueprint™ is written to meet Regulation D 506 standards.

Radio Show Management plans on using the talents of its team to broadcast on existing radio programs and then to create and syndicate its own radio program, to educate the entrepreneurial community, as well as promote the CCI Funds I & II, New Business Network™ and Sprocket Network™.

College Courses Management has combined Timothy D. Hogan’s book The Secrets of Wall Street- Raising Capital for Start-Up and Early Stage Companies with excerpts from Russell C. Weigel, III’s book Capital For Keeps to form a college-level textbook. This approach is designed to familiarize university students with the Financial Architect System™, for proper corporate engineering, by making available to them both the written materials in the form of the textbook and the software to use in a mock incubator setting. The marketing goal therefore is for

entrepreneurship program graduates to purchase the Financial Architect System™ for their business start-ups. This strategy will not be implemented until the Financial Architect System™ is secured in an application service provider (ASP) platform, such as, a Citrix online type environment, also referred to as Software as a Service or SaaS.

COMPETITION

New Business Network™ & Sprocket Network™ Currently, Management is unaware of any direct competition in the new industry. However, there are plenty of website platforms that produce an angel investor to company matching service, but they are using the old “shop a business plan to angels” model, which management believes not only highly ineffective but inherently dangerous. If the company’s business plans directly, indirectly or inadvertently propose the terms of financing there’s a very high probability they are in violation of federal and state(s) securities laws, rule and regulations. These platforms also charge fairly steep fees as a requirement for membership.

Open-source economics for the Capital Markets Industry. As of October 5th 2017 according to Wikipedia, no company, individual or organization is providing this level of open-sourced economics for the Capital Markets or Finance Industries. We are the first open-sourced economic model for the Capital Markets or Finance Industries.

However, due to the nature of companies producing trade secrets, especially in their development phases, there can be no assurance that one or more formidable competitors will not rise and compete within this new space. However, in order to duplicate the unique make-up and the inter-connectivity behind Sprocket, the competition would have to gain the support of a VC company and a VC fund that is designed for, and willing to invest into start-up and early stage companies, as well as develop corporate and social engineering principles and protocols, as well as build a team of experts and professionals from the venture capital, securities, legal, accounting and IT industries.

The Management Company & the Venture Capital Fund There is little immediate or direct competition to the Company, Commonwealth Capital, “CC” or Commonwealth Capital Income Fund-I “CCIF-I”, as this is a new structure that heretofore has not existed.

As far as indirect competition, Commonwealth Capital and CCIF-I does not compete with investment banking, commercial banking, venture capital or private equity as those firms will rarely fund new start-up or early stage companies to the degree that this process is designed to. As this model proves effective and other venture capital firms adopt it, then our management company and our Fund will also benefit, because the model is dependent on the sale and use of the Sprocket Network™.

Financial Architect™ There is little immediate or direct competition for the Financial Architect System.™ Although there are a few software vendors that do produce securities offering document production templates or actual software, no other company that management knows of has programs that produce the most critical educational components of capitalization planning, company valuation, securities pricing and deal structuring. This is accomplished with our CapPro Lite™, CapPro™ and CapPro for Funds™ Excel® templates. No other company produces customized seed capital convertible bridge-notes or Convertible Participating Preferred equity for corporations and limited liability companies. Financial Architect™ is a complete system that guides an entrepreneur through the entire capital raising process, document production, as well as the regulatory compliance and selling techniques and strategies. Producing the required documentation is only one small step in the overall process. Financial Architect™ serves as the core for the standardization of the corporate engineering process.

TERMS OF THE OFFERING

General. From the original 50,000 Preferred Units authorized 50,000 are available for sale in this 2nd Round of Financing, are hereby made available to the prospective investor(s) so named on this page as offeree at a per Unit price of $100.00 per unit as par value. See Staged Discounts and Directorships in Summary of the Offering and Terms of the Offering.

Management intends that the $5,000,000 in this 2nd round of financing of Convertible Participating Preferred Units be used as general working capital as necessary to execute the business plans contained herein. (See “Sources and Uses Statement” included in the “Pro Forma Financial Projections” in Exhibit A).

The minimum purchase amount is 250 Units for an aggregate dollar amount of $25,000 with increment of 10 Units for an aggregate dollar amount of $1,000 thereafter.

Staged Discounts: The 1st whole purchase of 5,000 Preferred Units will be sold at a 10% discount or $90.00 per Preferred Unit. The 2nd whole purchase of 5,000 Preferred Units will be sold at a 5% discount or $95.00 per Preferred Unit.

Preferred Units are converted and the Company is sold, IPO or strategic, and liquidated; or 3.) The natural term of 12/31//2021 ends for all DIRECTORS. After which all Directorship positions will be filled by normal voting protocols. As of the start date of this memorandum, there are only four (4) Directorship positions available on a first come first served basis.

The Units offered herein are offered on a first come first served basis.

Description of the Convertible Participating Preferred Units. Duly Authorized. The Company's Articles of Organization were filed in August 2016 with the state of Michigan. The Operating Agreement, Exhibit G authorizes Fifty Thousand (50,000) Units of Convertible Participating Preferred Units.

Stated Dividend (Cash Distributions). Holders of the Company's Convertible Participating Preferred Units are entitled to receive stated dividends at a rate of Six and Seven Tenths Percent (6.75%) per annum if declared at the discretion of Management out of funds legally available. Cash Distributions will depend upon, among other things, the operating results and financial condition of the Company, its present and future capital requirements, and general business conditions. Cash Distributions are to be paid quarterly within 30 days after the end of each calendar quarter.

Participating Dividend (Cash Distributions). The aggregate holders of 50,000 Convertible Participating Preferred Units have the right to receive distributions from net income at a rate of Ten Percent (10%) of the net after tax income as illustrated in Exhibit A. Individual Participation of Net Income is .0002% per Unit. Participating Distributions are to be paid annually within 30 days after the end of each calendar year.

Call Protection. The Convertible Participating Preferred Units are callable at 110% par value at the end of the fourth year, 12/31/2022. Management may “Call” the Convertible Participating Preferred Unit any time after the Call protection date of 12/31/2022. Due to the call provision, the Convertible Participating Preferred Units do not represent permanent equity capital in the Company.

Conversion Privilege. Holders of Participating Convertible Preferred Units have the right to convert into the Class A Voting Member Units at a pro-rated ratio commensurate with the participation rate any time until the Call date of 12/31/2022. The aggregate of the 50,000 Convertible Participating Preferred Units may be converted, in whole or in part, into Ten Percent (10% - pre-IPO or strategic sale) of the total ownership of the company, on a fully diluted basis. Class A Voting Member Units represent permanent equity in the Company.

Forward to First Lien Position. Convertible Participating Preferred Unit-holders shall have the right to receive distributions from liquidation of the Company's assets, ahead of Class A Members, if business failure were to occur. Other than trade payables and internal short-term internal loans, no superior priority lien on Company assets as per Operating Agreement

section 2.3(l), exists.

Cumulative Dividends. Convertible Participating Preferred Unit Dividends are cumulative and shall be paid in arrears before any Class A Members receive dividends.

Non-Transferable. An indenture will be present on the Convertible Participating Preferred Unit certificates with a legend stating that the Units are non-transferable and that the securities have not been registered under the various acts.

Investor Representations. The securities will be offered to accredited investors only, who will be required to represent (i) that they meet certain financial requirements, and (ii) that they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment or to those that they are “Accredited Investors” as defined under Regulation D subsection 230.501 and verified by an independent 3rd party. See Exhibit B: Subscription Agreement. See Exhibit H: Accreditation Verification Letter Template.

Representations, Warranties and Covenants of the Company. The Company represents, warrants, and covenants for the benefit of purchasers of the securities that:

(a) There are no options, rights, other warrants or other agreements by the Company entitling any person to purchase or otherwise acquire outstanding securities convertible or exchangeable into any capital stock or other securities of the Company, aside from those described herein. However, this fact in no way shall preclude the Company from issuing any of the aforementioned securities or other similar securities, including debt instruments, to capitalize the Company as Management sees fit. All company actions required to be taken by the Company prior to the issuance and sale of the securities to subscribers have been taken. The securities, when sold, issued and delivered in accordance with the terms of the Subscription Agreement, for the consideration expressed in that Agreement, will be duly authorized, validly issued, fully paid and non-assessable. None of the securities are subject to preemptive rights of any Unit-holder of the Company. When the securities offered are issued, the expenditures of the Company will be as set forth in this Memorandum under the “Sources and Uses Statement” contained in Exhibit A.

(b) The Company is duly organized, validly existing and in good standing as a Limited Liability Company under the Michigan under Limited Liability Company Act.

(c) The Company is not in violation of any terms or provisions of any of its charter documents including its Articles of Organization and Operating Agreement; of any material term or provision of any indenture, mortgage, deed of trust, note agreement, lease or other agreement or instrument to which it is a party or by which it is or may be bound or to which any of its assets, company or business is or may be subject; of any material term of any indebtedness; or of any statute or any judgment, decree, order, rule or regulation of any court, regulatory body or

administrative agency or other federal, state or other government body, domestic or foreign, having jurisdiction over its assets, company or business, which violation or violations, either in any case or in the aggregate, might result in any material adverse change, financial or otherwise, in its assets, properties, condition, business, earnings, or prospects; and the delivery of this Memorandum, the consummation by the Company of the transactions contemplated in it and compliance by the Company with the terms of the subscription documents, will not result in any of these violations.

(d) The financial requirements and projections of the Company set forth in this Memorandum under Exhibit A are based on Management’s best estimates regarding the Company and its business plans.

(e) The Company has filed all federal, state, local and foreign tax returns which are required to be filed or has requested extensions and has paid all taxes due.

(f) There are no facts presently existing or events which have occurred which constitute a material financial liability of the Company, not disclosed herein or in the exhibits hereto.

Capitalization Plan. Management believes that the $5,000,000 in preferred equity development capital sought through this offering will be sufficient to allow Management to grow the Company's business and attract further capital necessary for the future of the company, However, depending on circumstances at the time, Management may expand the offering to greater amounts, if necessary or may contract the offering to lesser amounts if it believes it prudent to do so.

Management plans to keep the Company a closely and privately-held Company until the 4th quarter of 2019, where it may seek to sell all or a portion of the company either to a strategic buyer or to the general public through an Initial Public Offering (IPO). Currently there is no liquid or public market for the Common Class A or the Convertible Participating Preferred Units offered herein and there can be no guarantee that a liquid market for the Units will develop.

Minimum Purchase Requirement. Each qualified investor will be subject to a minimum purchase requirement of 250 Units of the Convertible Participating Preferred Units for $25,000, with 10 Unit increments or $1,000 thereafter.

The Offering Period. The offering extends from the offering date of November 20, 2017 to the close of business on January 15, 2018 (or earlier if the total amount of Units offered are sold) unless the offering is extended at the sole discretion of the Company. The Company may terminate the offering at any time for any reason or for no reason.

Availability of Information. Prospective investors and their investment advisors are invited to communicate with Timothy Daniel Hogan, CEO; Robert Kuntz, Executive Vice President; or Charles D Dreher, Executive Director – Investment Policy - Sprocket Network, LLC located at The Chicago Mercantile Exchange Bldg. 30 S. Wacker Dr. 22nd Floor, Chicago, IL 60606. (800) 866-5870 Or “Contact Us” on any one of our Websites as listed within this Memorandum. Prospective investors and their purchaser representatives are also invited to request any material information reasonably available from the Company relating to its formation, managers, business activities, or anything else set forth in this Memorandum, which is not competitively confidential.

Escrow Agent. There is a $500,000 minimum aggregate offering amount and therefore the Company has established a self-directed Escrow Account and acts as its own Escrow Agent. After the $500,000 minimum aggregate offering amount has been raised and escrow released, Management will use the proceeds from this offering, when received and as needed and in relative concert with the “Sources and Uses Statement” contained in Exhibit A, to further the Company's financial goals and objectives.

Registrar & Transfer Agent. As with most private placement offerings, the Company shall act as the registrar and transfer agent to save on costs associated with those services. However, the Company may appoint one or more transfer agents and registrars to act in its place where numerous securities may be presented for registration of transfer or exchange

The Company and any registrar or transfer agent may deem and treat the person in whose name any of the securities shall be registered upon the books of the Company as the absolute owner for the purpose of receiving notices of any nature and payment of or on account of the dividends or other distributions and for all other purposes; and neither the Company nor the paying agent nor any registrar or transfer agent shall be affected by any notice to the contrary. All such payments and notices so made to any registered holder or upon his/her or its order shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for notices owed or moneys paid upon any such distribution.

Preferred Unit-holder Right of Inspection of Books and Records. In compliance with applicable federal and Michigan law, any Preferred Member or its agent, may inspect and copy the Operating Agreement, the minutes of the proceedings of Members, and the annual statement of affairs (Annual Report), at the Company's principal office during normal business hours. In addition, any Member or holder of voting trust certificate, or its agent, may present to any manager or resident agent of the Company a written request for a statement showing all Units and securities issued by the Company during a specified period of not more than twelve months preceding the date of the request. The Company must respond to the request within 60 days of the date in which it was made.

Plan of Distribution. The Convertible Participating Preferred Units will be allocated to purchasers of the securities in certificate form. Such certificates shall be cut, signed, and mailed within 30 days after receipt of funds.

Total Original Size of Offering.

Number of Price per Discounts & Commissions per Aggregate Discounts & Net Proceeds to Preferred Preferred Preferred Unit Commissions Issuer Units Unit 50,000 $100 $10.00 $500,000 $4,500,000 NOTE: The aggregate Discounts and Commission account for the possibility that some or all of the capital is raised by a SEC registered/FINRA Member Broker-Dealer, which may not be the case. Proceeds to the Company from this securities offering are computed before deducting expenses of this offering, including legal fees, consulting fees, promotional and marketing expenses associated with this offering, and other offering expenses, which will be paid by the Company out of the proceeds of this offering. In addition, anticipated revenues should offset budgeted expenditures. (See: “Estimated Use of Proceeds Statement”).

Estimated Use of Proceeds Statement. For the balance of 2017, the proceeds are to be used to initiate the Company's development and growth. Please refer to Exhibit A “Sources and Uses Statement” and the Notes to Pro Forma Financial Projections contained therein for a detailed analysis of the use of proceeds.

Prior Offerings. There has been no other prior execution of a securities offering for this Company.

Documents Incorporated by Reference. All of the information contained in this Memorandum and the enclosed Exhibits are hereby incorporated herein by reference. This Memorandum contains summaries of certain documents believed to be accurate but reference must be made to the actual documents for complete information concerning the rights and obligations of the parties thereto. Copies of such documents are made available at the main office of the Company. All such summaries are qualified in their entirety by reference to the actual and complete documents. Specific documents relating to this investment shall be made available to the prospective investors and their advisors or purchaser representatives upon written request received by the Company's Management.

Voting Rights. The Preferred Members have no right to vote on any matter concerning the Company. However, Convertible Participating Preferred Unit-holders (Preferred Members) have the right to vote on any change in the terms of the Convertible Participating Preferred Units issued hereby. Any proposed change must receive a unanimous vote by all members, to be effective.

Voting Control. The Preferred Class B Members have no right to vote on any matter concerning the company and therefore shall not have any direct voting control. The Common Class A Members hold the exclusive right to elect the Executive Board who, in turn, appoints any Managing DIRECTORS or Advisory Board Members. The Operating Agreement may govern such matters as Unit distributions, voting, Management indemnification, and dissolution. A percentage equal to or greater than the supermajority of 67% of the Class A Memberships vote, in Sprocket Network, LLC shall control 100% of the Company's Operating Agreement, which sets forth full financial, legal and administrative control to the parent Commonwealth Capital, LLC. Until equity is distributed to other management team members in Commonwealth Capital, LLC, vested over the next 3 years, Timothy D. Hogan, shall control Commonwealth Capital, LLC. (See Executive Compensation & Equity Vesting Schedule: Exhibit E).

The Common Class A Member Interest Units are owned as of November 20, 2017. Common Class A Unit-holders: Number of Common Units Percentatge Ownership Commonwealth Capital, LLC 34,000 34% Reserved for ESOP 27,000 27% Robert Kuntz 25,000 25% Reserved for Preferred Equity Conversion 10,000 10% Pazazz Partners, LLC 2,000 2% Educational - Scholarship Fund 2,000 2% Total Authorized 100,000 100% The pro forma financial projections in Exhibit A illustrate another 100,000 common units authorized and sold in the 4th Qtr., 2019 and another 100,000 common units authorized and sold in the 4th Qtr., 2022 for an IPO.

Preemptive Rights. The Convertible Participating Preferred Unit-holders have n Preemptive right to purchase additional Units. Management, out of general courtesy to its existing Unit-holder base, shall offer subsequent securities offerings to existing Class B Members/Unit holders of its securities on a first come first served basis for a period of 30 days after notification of the intent to sell additional securities. Such an offering shall be to allow investors to maintain their percentage of permanent ownership and voting control in the Company. After the 30 day period, the Company is under no obligation to sell securities to exiting Class B Unit-holders and may issue and deliver un-issued Convertible Participating Preferred or Class A Units or acquired and reissued treasury Units, options, warrants, rights, or debt instruments or other securities having conversion or option rights, to other prospective investors as Management deems appropriate.

Company’s First Right of Refusal. The Company has the “first right of refusal” to purchase any of the Company's securities which may be noticed for re-sale by the Company's investors.

How to Purchase Convertible Participating Preferred Units. To purchase the Convertible Participating Preferred Units offered herein, the Subscription Agreement furnished with this Memorandum must be completed and received by the Company after the official Offering Date of November 20, 2017 and prior to the Termination Date, of January 15, 2018, with full payment for the purchase of the Units offered herein, a copy of the Subscription Agreement is contained at the end of this Memorandum. (See Exhibit B). Management retains the right to reject any subscription for securities in whole or in part, and to withdraw or cancel the offer without notice. All potential investors consent to reasonable inquiries made by the Company and its representatives to assist in verifying that they meet the suitability requirements applicable to this offering. The Company will promptly notify each subscriber of its acceptance or rejection of a subscription hereunder and will promptly return the full purchase price for any portion of a subscription that is rejected.

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RISKS AND OTHER IMPORTANT FACTORS

Any person contemplating an investment in the securities offered herein should be aware of the risk factors relevant to the offering and should consider, among other things, those factors set forth below.

Best Efforts Offering. This offering is being conducted on a “best efforts” basis by the Company's Managers only. No other individual may solicit or sell the securities offered herein. No guarantee can be given that all or any of the securities will be sold, or that sufficient proceeds will be available to conduct successful operations without the need for further financing if only a portion of the securities are sold.

Limited Substantial Operating History. Although the grand-parent company was formed April 2, 1998, this subsidiary Company's operations have been engineered to operate as a Management Company for the purpose of carrying out the business plans contained herein. Although the grand-parent company has a long operating history and Management has many years’ experience in the business sector, the Company as an entity is relatively new and as such has no operating history. In addition, the proposed business model is new and un-tested in the marketplace. Such a model may prove insufficient for generating revenues, as illustrated in Exhibit A.

No Guarantee of Profitability. The Company anticipates that revenues will be sufficient to create net profits for the Company. However, there can be no assurance that revenues will be sufficient for such purpose. Although Management believes in the Company's economic viability, there can be no guarantee that the business will be profitable to the extent anticipated. Success of the venture is primarily dependent upon the extent that the Company is able to operate the venture in accordance with expectations and assumptions as set forth in the financial projections. (See Exhibit A “Pro Forma Financial Projections”).

No Guaranteed Return of Investor’s Capital Contributions. The Convertible Participating Preferred Units offered hereby are speculative and involve a high degree of risk. There can be no guarantee that an investor will realize a substantial return on the investment, or any return at all, or that the investor will not lose the entire investment. For this reason, each prospective investor should read this offering Memorandum and all Exhibits carefully and should consult with his/her or its own legal counsel, accountant(s), or business advisor(s) prior to making any investment decision.

Capital Requirements. Management believes that the capital raised from this offering will be sufficient to cover costs to launch the further development of the Company as described herein; however, there can be no guarantee that the Company may not require additional funds, either through additional equity

offerings or debt placement, to continue operating and to seek profitability. Such additional capital may result in dilution to the Company's Members or Preferred Members, or result in increased expenses and decreased returns to the Company's Members or Preferred Members. The Company's ability to meet short term and long-term financial commitments may depend on the future cash flows generated from subsequent securities offerings and operations. There can be no assurance that future profits or subsequent securities offerings will generate enough funds to meet the Company's financial commitments.

Arbitrary Determination of Offering Price. Management believes it has priced the securities offered herein to provide for an exceptional rate of return on investment for the relative risk involved in owning the securities, if the pro forma financial projections prove to be correct or exceeded. The offering price of the Units being offered herein was arbitrarily determined and bears no relationship to assets, book value, earnings, or other established criteria of value. In determining the offering price, factors such as the limited financial resources of the Company, the nature of the Company's assets, estimates of the business potential of the Company, the amount of equity and voting control desired to be retained by the Company's existing Members or Preferred Members, the amount of dilution to investors, and the general conditions of the securities market, were considered.

Competition. The social media marketing and venture capital industries have a nature of high risk tolerance. The social media marketing and or the venture capital industry also may experience more competition over time, as investors seek out more income producing or aggressive growth investments for their personal investment portfolio, increased competition in this industry will most likely occur. Although Sprocket Network and its parent Commonwealth Capital are in a positive position in this current market, it can expect increased competition from other operating or management companies and or investment funds. That said, Management cannot guarantee that its approach will not be imitated in whole or in part at any time.

Reliance upon Management. The success of the Company depends to a large degree upon the efforts of the Company's Management. Management shall have the exclusive control of all aspects of the business of the Company and in this regard, Management will make all decisions relating to operations such as the selection of personnel and the amount of proceeds to apply to daily operations and capital raising efforts. Management believes that its accumulated industry knowledge will allow the Company successfully to pursue sound Management and financial strategies to continue as a going concern. No person should purchase any of the securities offered hereby unless an investor is willing to entrust all aspects of the Company's operations to its Management. Management has budgeted for Key Person life insurance to replace a member of the Management team, in case of incapacity or death of a Management team member.

Reliance on Market Research. A substantial portion of the market research conducted for this project is based upon

management’s prior business experience, as well as personal discussions with industry leaders. While the initial response has been positive, such information is highly subjective, with no independent statistics to rely upon. While the Company considers these indicators to be very favorable for the development of its business, there is no definitive proof of the size of the potential market or that the business plan contained herein can achieve all its stated goals.

Governmental Regulation. The social media marketing and venture capital industries in which Sprocket Network and Commonwealth Capital are to be an active participants, are not highly-regulated at the township, county, state or federal levels. However, that could change. Government regulation may become overly burdensome and may have a negative effect on the Company's ability to perform as anticipated. Sprocket Network and Commonwealth Capital will attempt to comply with all applicable laws affecting the markets in which it operates.

Financial Projections. The Management of the Company, based on information and assumptions Management believes to be reasonable, prepared the financial projections enclosed with this Memorandum. Such projections, therefore, reflect only the Management’s current expectation of future results. There ordinarily will be differences between projected results and actual results because events and circumstances frequently do not occur as expected, and differences can be material. Thus, projected benefits to investors may also vary and there can be no guarantee that the results shown in the enclosed projections will be realized in whole or in part. The Company nor its parent, affiliates or professional advisors guarantee or warrant the projected or estimated results. The financial projections provided herein depend on various assumptions, which may prove to be incorrect. There is no assurance that the actual events will correspond with such assumptions. Future results and investment returns are impossible to predict with any real accuracy and no representation or warranty of any kind is made by the firm, its Management or its representatives respecting the current or future accuracy or completeness of, and no representation is to be inferred from, such projections. It should also be noted that projections are based on the assumption that all of the securities will be sold for this offering as well as for offerings related to raising the necessary capital. Projected results may vary substantially if less than the entire amount of capital sought is received.

Restrictions on Transfer. The securities have restrictions and limited transferability. There is currently no public trading market for the securities and no guarantee can be given that one will develop. The securities have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) or under any state’s securities laws. The securities are being offered and sold pursuant to exemptions from applicable federal and state registration requirements allowing for transactions that do not involve a “public offering”. The Company is under no obligation to provide for registration of the securities in the future. Any subsequent sales of the securities by investors may only be permissible if an exemption from the applicable federal and state(s) registration provisions is available at the time of the proposed sale. The Company cannot guarantee to any investor that

such an exemption will be available. The Company is not presently subject to the periodic reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 and may or may not choose to make available to the public, in the foreseeable future, information with respect to the COMPANY’S affairs sufficient to permit the use of Rule 144 under the 1933 Act as a means of disposing of an investment in the Company. Consequently, holders of the securities offered herein, may not be able to liquidate their investment in the event of an emergency.

Private Offering Exemption and Compliance. These securities are being offered in reliance upon the non-public offering exemption as provided in the 1933 Act, Sections 4(a)(2) (exemption for transactions not involving a public offering), 4(a)(5) (the Accredited Investor Exemption) and/or Regulation D promulgated thereunder, and applicable state securities registration exemptions. Although Management shall exercise due care in the offering of these and other securities related to raising capital for the Company, there can be no guarantee that this offering always will comply with all technical requirements of the applicable securities laws. Non-compliance with legal requirements may provide opportunities for some investors to seek rescission of their investment agreements. If a number of investors successfully obtained a rescission of their investment agreements, the Company could face severe financial demands, which could adversely affect the Company and the non-rescinding investors.

No Litigation. Management is aware of no actions, investigations, lawsuits or other proceedings against the Company, its parent, grand-parent or any of its managers of any nature in effect, pending, or threatened which individually or in the aggregate might result in any material adverse change, financial or otherwise, in the assets, properties, condition, business, earnings or prospects of the Company, or which question the validity of the capital stock of the Company, the subscription documents or any action taken or to be taken by the Company in connection with this offering.

Dilution. Due to the nature of the Class B Non-voting Preferred Units offered herein, as a forward or first lien security on assets in the case of business liquidation, there will be no dilution of Preferred Members interests in relation to ownership or an investment in the Preferred Units of the Company. The Estimated Internal Rate of Return projections contained in the Memorandum and the notes to pro forma financial projections contained in Exhibit A take into account a fully diluted basis of the total authorized 50,000 Preferred Units, at an offering price of $100.00 per Preferred Unit to be outstanding in arriving at the Estimated Rate of Return figures, subject to scenario illustrations.

No Insolvency. Within the past five years (or longer if material), no officer, director or key person (or the parent company) has filed a petition for bankruptcy, receivership, or similar insolvency proceedings, nor was in a similar capacity of another business entity that was subject to bankruptcy,

receivership, or similar insolvency proceedings.

No Criminal Background. Excluding traffic and other minor violations, no Managing Member or key person (or the parent company) has been named as a subject of a pending criminal proceeding or convicted in a criminal proceeding.

No Civil Litigation. Within the past five years the parent company, no Managing Member or key person (or the parent company) has been named as a subject of a court order, judgment or decree related to his or her involvement in any type of business, securities or banking activity. In addition, no officer, director or key person has been threatened with civil action in any type of business, securities or banking activity.

No Administrative Proceedings. Within the past five years no Managing Member or key person (or the parent company) has been imposed with an administrative finding, order, decree, or sanction by any government agency, administrative agency, or administrative court. In addition, no officer, director of key person has been the subject of or threatened by any pending administrative proceeding related to his or her involvement with any type of business, securities or banking activity.

No Self-Regulatory Proceedings. Within the past five years no Managing Member or key person (or the parent company) has been imposed with a sanction by any self-regulatory agency or authority related to his or her involvement with any type of business, securities or banking activity. In addition, no officer, director or key person is the subject of or threatened by any regulatory proceeding related to his or her involvement with any type of business, securities or banking activity.

Ministerial Errors and Omissions. Any clerical mistakes or errors in the Memorandum should be considered ministerial in nature and not a factual misrepresentation or a material omission of fact.

Investor Suitability Standards. See Subscription Agreement.

Tax Structure. Sprocket Network, LLC should not be treated as a corporation for tax purposes. The federal and state tax obligations created by the profits and losses of the Company shall “pass through” on a pro rata basis, to each individual Unit-holder, common or preferred. Cash distributions should be treated as such for tax purposes; however, prospective investors should seek advice of their own tax advisors in regards to these matters. However, if the Company conducts and initial public offering (IPO) it may be converted to a C Corp. and be taxed accordingly.

Tax Matters. The following summarizes certain U.S. tax considerations relating to an investment in the Company. This summary is based upon the law, regulation and practice as of the date of this Memorandum, which are subject to change and to differing interpretation. All Members should note that the following is only of a general nature and does not address all possible tax consequences relating to an investment in the Company.

This summary does not address the tax consequences applicable to all categories of investors. In particular, this description does not purport to address the potential tax considerations that may be material to a U.S. Member (as defined below) based on its particular situation and does not address the tax considerations applicable to U.S. Members that may be subject to special tax rules, such as financial institutions, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, dealers in securities or currencies or U.S. Persons (as defined below) that have a functional currency other than the U.S. dollar. Moreover, this discussion does not address the state, local or alternative minimum tax consequences of the acquisition, ownership or disposition of Units in the Company. Members should consult their own tax advisors on the specific tax implications of acquiring, holding, receiving distributions in respect of, and disposing of, the Units because the specific tax treatment applicable to a Member may differ from the following summary.

Income or gains of the Company may be subject to withholding, income or other tax in the jurisdictions where investments are located or where the Company is engaged in business. Prospective investors should note that this summary does not address the interaction of the U.S. federal tax laws and any income or estate tax treaties between the U.S. and any other jurisdiction. This summary also does not address possible tax consequences to the Company or to Partners under non-United States tax laws.

The Company's net income may be subject to the Michigan state tax, at the rate as determined by Michigan law, of net income per year or tax rates in other jurisdictions as they pertain.

Prospective investors should consult their own tax advisors with respect to the specific tax consequences of an investment in the Company, including the application and effect of any U.S. federal, state, estate, local, foreign and other tax laws, and including the effect of recently passed U.S. tax legislation.

U.S. tax-exempt investors should read the section addressed to them below, and should consult their own tax advisors concerning the consequences to them, in their particular situations, of investing through such separate investment vehicles.

For purposes of this discussion, a “U.S. Person” or a “U.S. Member” is an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes, a corporation or an entity treated as a corporation for such purposes that is created or organized in

or under the laws of the United States or any political subdivision thereof, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (i) it is subject to the primary supervision of a court within the United States and one or more U.S. Persons have the authority to control all substantial decisions of the trust, or (ii) it has a valid election under applicable U.S. Treasury regulations to be treated as a U.S. Person. If a Limited Liability Company is an investor, the tax treatment of a partner in such Limited Liability Company will generally depend upon the status of the partner and the activities of such Limited Liability Company.

Limited Liability Company Status Subject to the rules applicable to “publicly traded Limited Liability Company/Partnership,” a domestic Limited Liability Company or Limited Liability Company, (such as the Company), will generally be classified as a Limited Liability Company for U.S. federal income tax purposes unless it elects to be treated as a corporation. The Company will not elect to be treated as a corporation for U.S. federal income tax purposes. However, an entity that would otherwise be classified as a Limited Liability Company for such purposes may nonetheless be classified as an association taxable as a corporation if it is treated as a “publicly traded Limited Liability Company/Partnership”. Management intends to obtain and rely on representations and undertakings from each investor and conduct the activities of the Company to ensure that the Company is not treated as a publicly traded Limited Liability Company/Partnership. The discussion herein assumes that the Company will be treated as a Limited Liability Company/Partnership for U.S. federal income tax purposes. The classification of an entity as a Limited Liability Company/Partnership for such purposes may not be respected for certain state, local or non-U. S. Tax purposes.

U.S. Members General. The Company's accounting and tax reporting is on a cash basis, not accrual basis. Therefore, each U.S. Member will be required to take into account its distributive Unit of items of realized income, gain, loss, deduction and credit of the Company for each taxable year of the Company ending with or within the Member’s taxable year. Each item generally will have the same character and source (either U.S. or foreign) to a U.S. Member as though the U.S. Member realized the item directly. U.S. Members must report those items without regard to whether any distribution has been or will be received from the Company.

The Company may invest in certain securities, such as original issue discount obligations, preferred stock with redemption or repayment premiums, hedging and derivative investments or in certain entities, and consequently the U.S. Members must recognize taxable income without receiving a corresponding amount of cash. Moreover, the Company may reinvest, repay debt with, or otherwise not distribute various amounts of its taxable receipts. In addition, the Company intends to make most of its investments through subsidiary entities treated as flow- through entities for U.S. tax purposes. Thus, taxable income allocated to a U.S. Member may exceed cash distributions, if any, made to such U.S. Member, in which case such Member may

have to satisfy tax liabilities arising from an investment in the Company from such Member’s own funds.

Allocations. For U.S. federal income tax purposes, a U.S. Member’s allocable Unit of items of income, gain, loss, deduction or credit of the Company will be determined in accordance with the allocation provisions of the Limited Liability Company Operating Agreement if such allocations have “substantial economic effect” or are determined to be in accordance with such U.S. Member’s interest in the Company. If the U.S. Internal Revenue Service (the “IRS”) were to successfully challenge allocations contained in the Limited Liability Company Agreement, the resulting allocations could be less favorable to a U.S. Member than the allocations contained in the Limited Liability Company's Operating Agreement.

Basis. Each U.S. Member will (subject to certain limits discussed below) be entitled to deduct its allocable Unit of the Company's losses to the extent of its tax basis in its Units in the Company at the end of the tax year of the Company in which such losses are recognized. A U.S. Member’s tax basis in its Units is, in general, equal to the amount of cash the U.S. Member has contributed to the Company, increased by the U.S. Member’s Unit of income and liabilities of the Company, and decreased by the U.S. Member’s proportionate Unit of distributions, losses and reductions in such liabilities.

If cash (including in certain circumstances distributions of certain marketable securities treated as cash distributions) distributed to a U.S. Member in any year, including for this purpose any reduction in that U.S. Member’s Unit of the liabilities of the Company, exceeds that U.S. Member’s Unit of the taxable income of the Company for that year, the excess will reduce the tax basis of that U.S. Member’s interest and any distribution in excess of such basis will result in taxable gain. In general, distributions of company other than cash (as described above) will reduce the basis (but not below zero) of a U.S. Member’s Units by the amount of the Company's basis in such company immediately before its distribution but will not result in the recognition of taxable income to the U.S. Member.

Limits on Deductions for Losses and Expenses. Various Company deductions allocable to certain U.S. Members may be subject to limitations for U.S. federal income tax purposes. Although the Company is not intended to be a tax shelter, it is possible that losses would exceed income in a given year. Any such losses may be passive losses, which may subject individuals, closely held corporations and other U.S. Members to limitations on deductions for such losses. Loss deductions for such Members may also be subject to the at-risk limitations. Deductions for Company expenses and fees may be treated as miscellaneous itemized deductions, which may be subject to additional limitations on deductions for individuals, estates and trusts, including the threshold for deductibility that the deductions must exceed two percent of the taxpayer’s adjusted gross income, if such items of deduction are attributable to investment activities of the Company as opposed to activities that represent a trade or business for U.S. federal income tax purposes. If the Company were to borrow money to distribute the proceeds to its investors, an individual U.S. Member’s Unit of the interest incurred by the Company on such loan could, under certain

circumstances, constitute non-deductible personal interest. Corporate U.S. Members may be subject to other limits on losses including, for example, limits under the dual consolidated loss rules.

The deductibility of capital losses is subject to limitations. In the case of a U.S. Member that is a corporation, capital losses may only offset capital gains and unused capital losses can generally be carried back three years and carried forward five years. In the case of a U.S. Member that is an individual, capital losses offset capital gains and a limited amount of capital losses can be used to offset ordinary income in a year in which capital losses exceed capital gains. Any unused portion of such excess capital losses can be carried forward (but not back to past years) to future years.

In general, subject to a limited allowance for deduction of organizational expenses in the first year, neither the Company nor any U.S. Member may currently deduct organizational or syndication expenses. All remaining organizational expenses are amortized over a 15-year period. U.S. Members may claim ordinary deductions for fees paid to Management, but the IRS may take the view that such amounts must be capitalized and treated as part of the cost of an investment made by the Company.

U.S. Members should consult their own tax advisors regarding limitations on losses and deductions resulting from an investment in the Company.

U.S. Preferred Members. U.S. Preferred Members shall have tax obligation calculations only to the extent of the actual distribution of their stated dividends (stated cash distributions) and the participation allocation of net income, pro rata to the preferred ownership interest.

Taxation of the Company's Operations. In light of the operations of the Company, gains from the sale of assets allocable to the Members will primarily be taxed as ordinary income from passive activities. Any losses allocable to the Members will be considered passive and only be offset by the Members against other passive income. Passive losses may be fully allowable upon the complete disposition of the interest in the properties. In addition, the Company may realize Section 1231 gains or losses as company used in a trade or business.

Sale or Other Disposition of Units. Any U.S. Member that sells or otherwise disposes of Units in a taxable transaction generally will recognize gain or loss equal to the difference, if any, between the adjusted basis of the Units and the amount realized from the sale or disposition. The amount realized will include the U.S. Member’s Unit of the Company's liabilities outstanding at the time of the sale or disposition. If the Member holds the Units as a capital asset, such gain or loss will be capital gain or loss except to the extent of proceeds attributable to “unrealized receivables” (including, among other items, depreciation recapture and stock in certain foreign corporations) and “inventory items.” The capital gain or loss generally will be long-term capital gain or loss if the Units were held for more than one year on the date of such sale or disposition; provided,

however, that a capital contribution by the U.S. Member within the one-year period ending on the date of such sale or disposition will cause part of such gain or loss to be short-term. Long- term capital gain of individuals is generally taxed at a rate of 15%, but long-term capital gain could be taxed at a rate of 50% to the extent that any of such gain is attributable to depreciation deductions that are not recaptured as ordinary income. As discussed above, the deductibility of capital losses is subject to limitations. If any additional amounts paid on the capital contribution of a new Member admitted to the Company subsequent to the Company's Initial Closing are distributed to the existing Members, Management intends to treat such amounts as guaranteed payments for the use of capital, which will be includible by the existing Members as ordinary income.

In the event of a sale or other transfer of Units at any time other than the end of the Company's taxable year, income and losses of the Company for the year of transfer attributable to the Units transferred will be allocated for U.S. federal income tax purposes between the transferor and the transferee on either an interim closing-of-the-books basis or a pro rata basis reflecting the respective periods during such year that each of the transferor and the transferee owned the Units.

U.S. State and Local Taxes. In addition to U.S. federal income tax consequences, prospective investors should consider potential U.S. state and local tax consequences of an investment in the Company in the state or locality in which they are a resident for tax purposes.

U.S. Tax-Exempt Investors. Qualified pension plans and certain other U.S. tax-exempt entities are generally subject to U.S. federal income tax on their unrelated business taxable income (“UBTI”). Subject to certain exceptions, UBTI is gross income derived by such a tax-exempt entity from an unrelated trade or business (including a trade or business conducted by a Limited Liability Company of which the tax-exempt entity is a partner), less the deductions directly connected with that trade or business. UBTI generally does not include dividends and interest. In light of the investment strategy of the Company in which gain or loss will be derived from the sale of the company, UBTI will be generated consequently such income will be subject to the applicable tax(es).

In addition, if a U.S. tax-exempt entity’s acquisition of an interest in a Limited Liability Company is debt-financed, or the Company incurs “acquisition indebtedness” that is allocated to the acquisition of an investment by such Limited Liability Company, then UBTI would include a percentage of gross income (less the same percentage of deductions) derived from such investment regardless of whether such income would otherwise be excluded as dividends, interest, rents, gain or loss from the sale of eligible company or similar income.

The Company and its subsidiaries that are treated as flow-through entities for U.S. federal income tax purposes may earn operating income that would be UBTI if earned by a U.S. tax- exempt Member directly. In addition, the Company does not expect to incur debt either directly or through flow-through entities in which it invests through the Fund.

ERISA Considerations. A fiduciary of a pension, profit sharing, or other Benefit Plan Investor subject to ERISA should consider fiduciary standards under ERISA in the context of the plan's particular circumstances before authorizing an investment of a portion of such plan's assets in the Company. Accordingly, among other factors, such fiduciary should consider (i) whether the investment satisfies the prudence requirements of Section 404 (a) (1) (B) of ERISA, (ii) whether the investment satisfies the diversification requirements of section 404 (a) (1) (C) of ERISA, and (ii) whether the investment is in accordance with the documents and instruments governing the plan as required by Section 404 (a) (1) (D) of ERISA.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code (the “Code”) prohibit an employee benefit plan from engaging in certain transactions involving “plan assets” with parties, which are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan. Consequently, a fiduciary of a plan subject to ERISA or the Code should consider whether an investment in the Company constitutes or gives rise to a prohibited transaction under ERISA or the Code.

If the assets of the Company were deemed to be assets of a plan which invested in Units of the Company, such investment might be deemed to constitute a delegation under ERISA of the duty to manage plan assets by the fiduciaries deciding to invest in the Company, and certain transactions involved in the operation of the Company might be deemed to constitute prohibited transactions under ERISA and the Code. ERISA and the Code do not define “plan assets.” Pursuant to regulations issued by the Department of Labor, the assets of the Company will not be considered to be assets of plans which purchase Units if less than 50% of the value of each class of equity interests in the Company is held by Benefit Plan Investors (e.g., employee benefit plans subject to ERISA, individual retirement accounts, and other employee benefit plans not subject to ERISA, such as governmental plans).

The Department of Labor regulations further require that the Limited Liability Company interests held by Management and any of its affiliates must be disregarded in determining whether Benefit Plan Investors own less than 50% of the value of the aggregate Limited Liability Company interests in the Company.

While employee benefit plans, which are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Sections 3(33) of ERISA) are not subject to ERISA requirements, they are included solely for purposes of the 50% limitation.

If properties are acquired by the Company on a leveraged basis, it is possible that a portion of the income or gain attributable to such properties may be taxable income to benefit plans and other normally tax-exempt entities under rules pertaining to unrelated income.

Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is particularly important that potential plan purchasers consult with

their respective counsel regarding the consequences under ERISA of their acquisition and ownership of Units.

U. S. Securities Laws and Foreign Investors. The offer and sale of the Units will not be registered under the 1933 Act pursuant to an exemption from the registration requirements of the 1933 Act, and the securities laws of certain states. Each investor must furnish certain information to the Company and represent, among other customary private placement representations, that it is acquiring its Units for investment purposes and not with a view towards resale or distribution. The acquisition of Units by each investor also must be lawful under applicable state securities laws or the laws of the applicable foreign jurisdiction if the investor is a non-U.S. person. Foreign (non-residents of the United States of America) investors may also invest under the same protocol, as long as the funds are drawn (via, check, money order, ACH transfer or fed funds wire originating from a U.S. Financial Institution.

The Units have not been, and will not be, registered under the 1933 Act. Accordingly, the United States securities laws impose certain restrictions upon the ability of a Member to transfer such Units. Units may not be offered, sold, transferred or delivered, directly or indirectly, unless (i) such Units are registered under the Securities Act and any applicable state securities laws, or (ii) an exemption from registration under the Securities Act and any applicable state securities laws is available. Moreover, there will be no liquid, public market for the Units, and none is expected to develop.

Further, Units may not be offered, sold, transferred, or delivered, directly or indirectly, to any “Unacceptable Investor”. “Unacceptable Investor” means any person who is a:

(a) person or entity who is a “designated national”, “specially designated national”, “specially designated terrorist”, “specially designated global terrorist”, “foreign terrorist organization”, or “blocked person” within the definitions set forth in the Foreign Assets Control Regulations of the United States Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended;

(b) person acting on behalf of, or an entity owned or controlled by, any government against whom the United States maintains economic sanctions or embargoes under the Regulations of the United States Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended--including, but not limited to--the “Government of Sudan”, the “Government of Iran”, the “Government of Cuba”, the “Government of Syria”, and the “Government of Burma”; or

(c) person or entity subject to additional restrictions imposed by the following statutes or Regulations and Executive Orders issued thereunder: the Trading with the Enemy Act, 50 U.S.C. app. §§1 et seq., the Iraq Sanctions Act, Pub. L. 101-513, Title V, §§ 586 to 586J, 104 Stat. 2047, the National Emergencies Act, 50 U.S.C. §§ 1601 et seq., the Antiterrorism and Effective Death Penalty Act of 1996, Pub. L. 104 132, 110 Stat. 1214 1319, the International Emergency

Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the United Nations Participation Act, 22 U.S.C. § 287c, the International Security and Development Cooperation Act, 22 U.S.C. § 2349aa-9, the Nuclear Proliferation Prevention Act of 1994, Pub. L. 103 236, 108 Stat. 507, the Foreign Narcotics Kingpin Designation Act, 21 U.S.C. §§ 1901 et seq., the Iran and Libya Sanctions Act of 1996, Pub. L. 104 172, 110 Stat. 1541, the Cuban Democracy Act, 22 U.S.C. §§ 6001 et seq., the Cuban Liberty and Democratic Solidarity Act, 22 U.S.C. §§ 6021-91, and the Foreign Operations, Export Financing and Related Programs Appropriations Act, 1997, Pub. L. 104 208, 110 Stat. 3009 172, or any other law of similar import as to any non U.S. country, as each such Act or law has been or may be amended, adjusted, modified, or reviewed from time to time.

In the event of a registered public offering of Units in the U.S., the Company would become subject to the reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under such circumstances, investors that own more than 5% of the Company's outstanding Units may be obligated to make certain information filings with the U.S. Securities and Exchange Commission pursuant to the Exchange Act. Each prospective investor is advised to consult with its own legal advisor regarding the securities law consequences of ownership of Units if the Units become subject to the Exchange Act.

Compliance with Anti-Money Laundering Requirements. The Company may be subject to certain provisions of the USA PATRIOT Act of 2001 (the “Patriot Act”), including, but not limited to, Title III thereof, the International Money Laundering and Abatement and Anti-Terrorist Financing Act of 2001 (“Title III”), certain regulatory and legal requirements imposed or enforced by the Office of Foreign Assets Control (“OFAC”) and other similar laws of the United States. In response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, the Company may request that investors provide additional documentation verifying, among other things, such investor’s identity and source of funds to be used to purchase Units. The Company may decline to accept a subscription if this information is not provided or on the basis of the information that is provided. Requests for documentation and additional information may be made at any time during which a Member holds Units. The Company may be required to report this information, or report the failure to comply with such requests for information, to appropriate governmental authorities, in certain circumstances without informing a Member that such information has been reported. The Company will take such steps as it determines are necessary to comply with applicable law, regulations, orders, directives or special measures, including, but not limited to, those imposed or enforced by OFAC, the Patriot Act and Title III. Governmental authorities are continuing to consider appropriate measures to implement anti- money laundering laws and at this point it is unclear what steps the Company may be required to take; however, these steps may include prohibiting a Member from making further contributions of capital to the Company, depositing distributions to which such Member would otherwise be entitled into an escrow account or causing the withdrawal of such Member from the Company.

EXHIBIT A: PRO FORMA FINANCIAL PROJECTIONS

SOURCES AND USES STATEMENT

The Following in Exhibit A are Hypothetical Illustrations Only.

General Assumptions

Director Associates. Although there are many other players in our industry, such as managing directors of M&A and VC Firms and FINRA members, the number of FINRA registered representatives aka “Stockbrokers,” is a key demographic target market and is used as a partial example of how large the target market is for Director Associate candidates for the Sprocket Network. Registered representatives are trained and licensed personnel – and for our purposes experienced professionals -- who bring the initial deal flow for our NBN and Sprocket Networks. As of September 2017, there were 634,963 FINRA registered representatives.21

Management estimates attracting and retaining 1,017 by the end of year 5. This figure represents 0.16% (sixteen one hundreds of one percent) of the total key target market.

Management estimates Director Associates attracting and retaining 5 companies each year into the NBN and growing to 9 by the end of year 5.

Enterprise Associates. There are 798 VC Firms,22 3,835 FINRA Member stockbroker firms23 and 6,799 commercial banks in the U.S.24 Out of the many, there are approximately 50 especially strong websites catering to entrepreneurship.25 Also, there are 228 universities in the US that cater to entrepreneurship.26 That totals to 11,710 potentially very strong Enterprise Associates. Management estimates that these figures represent a small portion of potential Enterprise Associates.

Management estimates attracting and retaining 27 Enterprise Associates by the end of year 5. This figure represent 0.002% (two one thousands of one percent) of the currently identifiable key target markets.

Small Businesses. According to the U.S. Small Business Administration, there are 28.8 million small businesses in the U.S. alone, of which only 20% or 5.8 million had employees. 27 There were approximately 850,000 start-ups, as well. Management uses the combined figure of 5.8 million who had

21 https://www.finra.org/newsroom/statistics#currentmonth

22 https://www.geekwire.com/2016/number-venture-capital-firms-shrunk-20-percent-past-10-years/

23 https://www.finra.org/newsroom/statistics#firms 24 https://en.wikipedia.org/wiki/Banking_in_the_United_States 25 https://www.inc.com/drew-hendricks/50-best-websites-for-entrepreneurs.html 26 https://www.slu.edu/eweb/connect/for-faculty/infrastructure/list-of-colleges-with-majors-in-entrepreneurship-or-small-business 27 https://www.sba.gov/sites/default/files/advocacy/SB-FAQ-2016_WEB.pdf

employees plus the same percentage of 20% against the 850,000 start-ups, or a net 170,000, to arrive at the total figure of approximately 6,000,000 (six million) small businesses as the entire target market for the NBN and Sprocket Network.

Management estimates attracting and retaining 92,505 companies as NBN users by the end of year 5. This figure represents 1.54% of the total key target market. From there, Management estimates that 20%, or 14,426 NBN Users, actually engage in the corporate and social engineering platform as Sprocket Members by the end of year 5. This figure represents 0.24% (less than one quarter of one percent) of the total key target market.

Management estimates 6,059 Sprocket Members are added to the Commonwealth Capital Income Fund-I by the end of year 5. This figure represents 42% Sprocket Members or 0.10% (one tenth of one percent) of the total key target market.

From the total number of the companies in our Venture Capital Fund, after an average of a 5 year incubation period, we estimate bringing 9% or 586 of these companies to Wall St for an IPO. That figure represents .010% (one, one-hundred of one percent) of the total key target market. There were 106 IPOs in the year 2016.28

In addition, Management estimates bringing 14% or 892 of these companies from our Venture Capital Fund to corporate buyers. That figure represents 0.015% (one and a half, one-hundreds of one percent) of the total key target market. There were 2,958 M&A deals in 2016.29

28 https://insight.factset.com/2016-ipos-hit-lowest-count-since-2009 29 https://www.statista.com/statistics/246750/number-of-munda-deals-in-the-united-states/ 86

Pro Forma Income Statement & Company Valuation

Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 REVENUE ASSUMPTIONS:

NEW BUSINESS NETWORK - PUBLIC PLATFORM

Est. Average Number of Total signed Director Associates 90 177 349 688 1,356 Est. Average Number of active and retained Director Associates 68 133 262 516 1,017 Est. Ave. Number of NBN Users (Companies) per Retained Director Associate 5 6 7 8 9 Estimated Gross New NBN Users each year 338 765 1,732 3,924 8,891 Est. Average Retention Rate of New NBN Users each year 75% 79% 83% 87% Estimated Retention Rate growth Est. Gross Retained of NBN Users each Year from previous Year. 127 401 1,048 2,613 Est. Gross Retained Active NBN Users each year by Director Associates. 169 509 1,267 3,010 7,058

Est. Average Number of Retained Enterprise Associates 20 22 23 25 27 Est. Ave. Number of Total NBN Users (Companies) per Retained Enterprise Associates 950 1,425 2,138 3,206 4,809 Est. Ave. Number of ACTIVE NBN Users per Retained Enterprise Associates 760 1,140 1,710 2,565 3,848 Estimated Gross New Active NBN Users each year by Enterprise Associates 15,200 24,624 39,891 64,623 104,690 Est. Average Retention Rate of New NBN Users each year 50% 55% 61% 67% Estimated Retention Rate growth Est. Gross Retained of NBN Users each Year from previous Year. 0 3,800 8,862 17,428 33,102 Est. Gross Retained Active NBN Users each year by Enterprise Associates. 7,600 16,112 28,807 49,740 85,447

Estimated Total Average Number of Active NBN Users (Companies) 7,769 16,621 30,074 52,750 92,505

Advertising Revenue Est. Average Advertising Revenue Per Active NBN User $ 6.00 $ 6.90 $ 7.94 $ 9.13 $ 10.49 Estimated Total Average Number of Active NBN Users (Companies) 7,769 16,621 30,074 52,750 92,505 Estimated Total Average Number of Active NBN Users (Director Associates) 68 133 262 516 1,017 Estimated Total Average Number of Active NBN Users (Investors) 8,546 22,556 45,487 85,544 158,685 Estimated Total Advertising Revenue - NBN $ 98,291 $ 271,236 $ 601,654 $ 1,266,673 $ 2,646,668

SPROCKET NETWORK - CORP. & SOCIAL ENGINEERING PLATFORM Est. Total Average Number of Active NBN Users (Companies) 7,769 16,621 30,074 52,750 92,505 Est. Ave. Number of Sprocket Users (Companies) 1,554 3,324 6,015 10,550 18,501 Est. Average Retention Rate of Sprocket Users 50% 55% 61% 67% Est. Retention Rate growth Est. Gross Retained of Sprocket Users each Year from previous Year. 388 1,128 2,502 5,175 Est. Total Average Number of New and Retained Sprocket Users 777 2,051 4,135 7,777 14,426

TOTAL NUMBER OF SPROCKET MEMBER COMPANIES 777 2,051 4,135 7,777 14,426

Estimated Gross Revenue - Sprocket Network $ 98,291 $ 271,236 $ 601,654 $ 1,266,673 $ 2,646,668

Cost of Services Delivered Est. In-direct Labor - Customer Service Expense $ 4,915 13,562 30,083 63,334 132,333 Est. Engineering Standards Supervisory Expense $ 983 2,712 6,017 12,667 26,467 Est. Sprocket Contribution to CC HQ Overhead Expense $ 1,966 5,425 12,033 25,333 52,933 Estimated Total Cost of Services Delivered - Sprocket Network $ 7,863 $ 21,699 $ 48,132 $ 101,334 $ 211,733

Estimated Gross Profit - Sprocket Network $ 90,428 $ 249,537 $ 553,521 $ 1,165,340 $ 2,434,935 Estimated Gross Margins - Sprocket Network 92.00% 92.00% 92.00% 92.00% 92.00%

PRO FORMA INCOME STATEMENT & CO. VALUATION REVENUE ASSUMPTIONS: NEW BUSINESS NETWORK - PUBLIC PLATFORM 100.0% Represents 1st year revenue pro-ration expressed as a percentage. Est. Average Number of Total signed Director Associates 97.0% Represents an average annual growth rate of Director Associates expressed as a percentage. Est. Average Number of active and retained Director Associates 75.0% Represents an average annual number of Active retained Director Associates Est. Ave. Number of NBN Users (Companies) per Retained Director Associate 15.0% Represents an average annual amount of NBN Users (Companies) supplied by each Director Associate. Estimated Gross New NBN Users each year 90.0% Represents an average annual NBN new user (Companies) growth rate expressed as a percentage. Est. Average Retention Rate of New NBN Users each year 75.0% Represents an average annual retention rate of NBN new users. Estimated Retention Rate growth 5.0% Represents an average annual retention rate growth rate expressed as a percentage. Est. Gross Retained of NBN Users each Year from previous Year. 0.0% Represents annual retention rate of NBN new users. Includes previous years' retention plus 1/2 of annual amount for an average. Est. Gross Retained Active NBN Users each year by Director Associates. 50.0% Averaging Factor for all annual calculations concerning NBN and Sprocket Member Users numbers. 8.0% Represents an average annual growth rate of Enterprise Associates expressed as a percentage. Average Number of Retained Enterprise Associates 0.0% Represents an average annual number of retained Enterprise Associates. Est. Ave. Number of Total NBN Users (Companies) per Retained Enterprise Associates 50.0% Represents an average annual NBN new user growth rate expressed as a percentage. Est. Ave. Number of ACTIVE NBN Users per Retained Enterprise Associates 80.0% Represents an average number of a Active NBN Users (Companies) expressed as a percentage of the Total NBN Users. Estimated Gross New Active NBN Users each year by Enterprise Associates Est. Average Retention Rate of New NBN Users each year 50.0% Represents an average annual retention rate of NBN new users. Estimated Retention Rate growth 10.0% Represents an average annual retention rate growth rate expressed as a percentage. Est. Gross Retained of NBN Users each Year from previous Year. 0.0% Represents an average annual retention rate of NBN new users. Est. Gross Retained Active NBN Users each year by Enterprise Associates. Self explanatory. Estimated Total Average Number of Active NBN Users (Companies) 0.0% Represents an average annual of NBN new users - annual assumptions divided by two to arrive at an average figure.

Est. Average Advertising Revenue Per Active NBN User 15.0% Represents an average monthly base at 1/2 industry standard advertising price in yr. 1 with increase (decrease) expressed as a percentage. Estimated Total Average Number of Active NBN Users (Companies) 100.0% Represents an average monthly advertising price with increase (decrease) expressed as a percentage. Estimated Total Average Number of Active NBN Users (Director Associates) Represents an average annual number of Active retained Director Associates Estimated Total Average Number of Active NBN Users (Investors) 11 Represents an estimate of Investors to Companies expressed as a ratio of 7 to 1 of SPROCKET USERS seeking investment Estimated Total Advertising Revenue - NBN 100.0% Represents 1st year revenue pro-ration expressed as a percentage.

SPROCKET NETWORK - CORP. & SOCIAL ENGINEERING PLATFORM Est. Total Average Number of Active NBN Users (Companies) 100.0% Represents 1st year service sales revenue pro-ration expressed as a percentage deducted from Gross Sales. Est. Ave. Number of Sprocket Users (Companies) 20.0% Represents an average annual amount of Sprocket Users as expressed as a percentage of total NBN Users Est. Average Retention Rate of Sprocket Users 50.0% Represents an average annual retention rate of Sprocket Users expressed as a percentage. Est. Retention Rate growth 10.0% Represents an average annual retention growth rate expressed as a percentage. Est. Gross Retained of Sprocket Users each Year from previous Year. Represents net retention rate amount from previous years cumulative. Est. Total Average Number of New and Retained Sprocket Users Self explanatory.

TOTAL NUMBER OF SPROCKET MEMBER COMPANIES

Estimated Gross Revenue - Sprocket Network Self explanatory.

Cost of Services Delivered 100.0% Represents the number of Sprocket memberships sold through Affiliates with commissions due. Est. In-direct Labor - Customer Service Expense 5.0% Represents an average variable cost of services expressed as a percentage of gross revenue. Est. Engineering Standards Supervisory Expense 1.0% Represents an average variable cost of services expressed as a percentage of gross revenue. Est. Sprocket Contribution to CC HQ Overhead Expense 2.0% Represents an average variable cost of services expressed as a percentage of gross revenue. Estimated Total Cost of Services Delivered - Sprocket Network 8.0% Represents total cost of services.

Estimated Gross Profit - Sprocket Network Represents gross profit on services Estimated Gross Margins - Sprocket Network Represents gross profit on services divided by gross revenue on services

Pro Forma Income Statement & Company Valuation - (cont.)

COMMONWEALTH CAPITAL INCOME FUND I LATER STAGE Estimated Accumulated Value - Venture Investments - Fund I (CFAS) Number of Portfolio Later Stage Companies Engaged 7 11 16 24 35 Gross Investment Amounts (zero due to services for equity under CFAS) $ - $ - $ - $ - $ - Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CFAS) $ 3,500,000 5,250,000 7,875,000 11,812,500 17,718,750 Estimated Un-realized Appreciation (Equity) - Venture Investments (CFAS) $ 262,500 918,750 1,903,125 3,379,688 5,594,531 Estimated Realized Appreciation (Income) - Venture Investments (CFAS) $ 700,000 1,750,000 3,325,000 5,687,500 9,231,250 Estimated Revenue (Income) from Venture Investments (CFAS) $ 227,500 796,250 1,649,375 2,929,063 4,848,594

EARLY STAGE Estimated Accumulated Value - Venture Investments - Fund I (FF) Number of Portfolio Early Stage Companies Engaged Friction Free 326 861 1,737 3,266 6,059 Gross Investment Amounts (zero due to services for equity under (FF)) $ - $ - $ - $ - $ - Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments ( (FF)) $ 32,628,750 86,122,011 173,677,399 326,622,966 605,888,802 Estimated Un-realized Appreciation (Equity) - Venture Investments ( (FF)) $ 2,447,156 11,353,463 30,838,419 68,360,946 138,299,329 Estimated Realized Appreciation (Income) - Venture Investments ( (FF)) $ 3,262,875 11,875,076 29,242,816 61,905,113 122,493,993 Estimated Revenue (Income) from Venture Investments ( (FF)) $ 2,120,869 9,839,668 26,726,630 59,246,154 119,859,418

START-UPS Estimated Accumulated Value - Venture Investments - Fund I (CASH) Number of Portfolio Companies Invested In 3 20 20 30 60 Gross Investment Amounts - $500,000 Maximum $ 1,500,000 10,000,000 10,000,000 15,000,000 30,000,000 Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CASH) $ 750,000 5,000,000 5,000,000 7,500,000 15,000,000 Estimated Un-realized Appreciation (Equity) - Venture Investments (CASH) $ 56,250 487,500 1,237,500 2,175,000 3,862,500 Estimated Realized Appreciation (Income) - Venture Investments (CASH) $ 37,500 325,000 750,000 875,000 1,500,000 Estimated Revenue (Income) from Venture Investments (CASH) $ 70,643 535,947 967,398 1,623,151 2,962,825

Estimated Realized Total Gross Profit on Venture Fund I $ 6,419,386 $ 25,121,941 $ 62,661,218 $ 132,265,980 $ 260,896,080

POTENTIAL FOR SUBSEQUENT YEARS Year 6 - 2023 Year 7 - 2024 Year 8 - 2025 Year 9 - 2026 Year 10 - 2027 Potential number of IPOs: Post 5-year Incubation 37 90 174 320 586 Potential number of Strategic Corp. Sales: Post 5-year Incubation 53 134 262 485 892 VALUE OF COMMON EQUITY FOR IPOs NOT CALCULATED Cost of Venture Management Later Stage CFAS Production & Due Diligence Cost $ 70,000 175,000 332,500 568,750 923,125 CFAS Sales and Service Commissions Cost $ 175,000 437,500 831,250 1,421,875 2,307,813 CFAS Equity Sharing Cost $ 350,000 525,000 787,500 1,181,250 1,771,875 Early Stage FF Due Diligence Cost $ 815,719 2,968,769 7,310,704 15,476,278 30,623,498 FF Sales and Service Commissions Cost $ 815,719 2,968,769 7,310,704 15,476,278 30,623,498 FF Equity Sharing Cost $ - - - - - Start-Up CCIF-I Due Diligence Cost $ 3,750 32,500 75,000 87,500 150,000 CCIF-I Sales and Service Commissions Cost $ 9,375 81,250 187,500 218,750 375,000 CCIF-I Equity Sharing Cost $ 75,000 500,000 500,000 750,000 1,500,000 VC Annual Management Fee $ 46,125 309,750 324,750 493,500 977,250 VC Management Dept. Budget $ 21,629 172,189 343,480 499,630 892,565 Estimated Total Cost of Venture Management $ 2,382,316 8,170,727 18,003,388 36,173,812 70,144,624 Estimated Realized Net Profit on Venture Fund I $ 4,037,070 16,951,214 44,657,831 96,092,168 190,751,456 Less Estimated Realized Net Profit on Venture Fund to Commonwealth Capital, LLC $ 2,704,837 $ 11,357,313 $ 29,920,747 $ 64,381,753 $ 127,803,475 Estimated Net Profit for Sprocket Network on Venture Fund I $ 1,332,233 $ 5,593,901 $ 14,737,084 $ 31,710,416 $ 62,947,980

ESTIMATED TOTAL REVENUE FROM SPROCKET SAAS $ 98,291 271,236 601,654 1,266,673 2,646,668 ESTIMATED TOTAL REVENUE FROM VENTURE INVESTMENTS - CCIF-I $ 1,332,233 5,593,901 14,737,084 31,710,416 62,947,980 Interest Income $ 4,145 6,060 - - 233,154 ESTIMATED TOTAL GROSS REVENUE $ 1,434,670 $ 5,871,197 $ 15,338,738 $ 32,977,089 $ 65,827,803 Less Total Cost of Services Delivered $ 7,863 21,699 48,132 101,334 211,733

ESTIMATED TOTAL GROSS PROFIT $ 1,426,806 $ 5,849,498 $ 15,290,606 $ 32,875,755 $ 65,616,069 ESTIMATED TOTAL GROSS MARGIN 99.45% 99.63% 99.69% 99.69% 99.68% 89

COMMONWEALTH CAPITAL INCOME FUND I Attrition Rate Factor for all annual calculations concerning CCIF-I Portfolio Companies. Most attrition already factored into previous LATER STAGE $0 calculations Estimated Accumulated Value - Venture Investments - Fund I (CFAS) CFAS is an acronym for CC's Corp. Finance Advisory Services Represents an average number of CCIF-I's CFAS Agreement increase (decrease) expressed as a percentage. Mgmt. can CFAS end at Number of Portfolio Later Stage Companies Engaged anytime. Gross Investment Amounts (zero due to services for equity under CFAS) Gross Investment Amounts (zero due to services for equity under CFAS) CFAS ENDS - 2019 Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CFAS) 0.0% Represents the immediate return of the preferred equity obtained through CCIF-I Agreement. Estimated Un-realized Appreciation (Equity) - Venture Investments (CFAS) 15.0% Represents an average annual asset value appreciation expressed as a percentage of the average of previous and current year's value. Estimated Realized Appreciation (Income) - Venture Investments (CFAS) $100,000 Represents the CFAS production cash received per client as success contingency fee. Represents the ave. annual cash flow from both stated and participation dividends expressed as a prorated percentage of Fund asset value per Estimated Revenue (Income) from Venture Investments (CFAS) 13.0% category. $500,000 Represents the CFAS preferred equity dollar amount received per client as engagement fee EARLY STAGE 0.10% FF - REPRESENTS % OF TARGET MARKET SIZE OF 6,000,000 in year 5 out of 28,800,000 US SMALL BUSINESSES Estimated Accumulated Value - Venture Investments - Fund I (FF)

Number of Portfolio Early Stage Companies Engaged Friction Free 42.0% Represents an average number of Sprocket Members opted into the VC Fund's Friction Free option and succeed expressed as a percentage. Gross Investment Amounts (zero due to services for equity under (FF)) 0.0% Gross Investment Amounts (zero due to services for equity under FF) FF is an acronym for CC's Friction Free Model. Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments ( (FF)) 50.0% Represents the immediate return of the preferred equity obtained through the choosing to be in the VC Fund Estimated Un-realized Appreciation (Equity) - Venture Investments ( (FF)) 15.0% Represents an average annual asset value appreciation expressed as a percentage of the average of previous and current year's value. Estimated Realized Appreciation (Income) - Venture Investments ( (FF)) $20,000 Represents the FF production cash received per client as success contingency fee. Represents the ave. annual cash flow from both stated and participation dividends expressed as a prorated percentage of Fund asset value per Estimated Revenue (Income) from Venture Investments ( (FF)) 13.0% category. $100,000 Represents the FF preferred equity dollar amount received per client as VC Fund entry fee START-UPS Estimated Accumulated Value - Venture Investments - Fund I (CASH) $250,000 Represents the CASH preferred equity dollar amount received per client as engagement fee Number of Portfolio Companies Invested In Gross Investment Amounts - $500,000 Maximum $500,000 Represents the average investment amount. Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CASH) 50.0% Represents the immediate return of the preferred equity obtained through the seed capital loan. Estimated Un-realized Appreciation (Equity) - Venture Investments (CASH) 15.0% Represents an average annual asset value appreciation expressed as a percentage of the average of Fund asset value per category. Estimated Realized Appreciation (Income) - Venture Investments (CASH) 10.0% Represents an average annual asset value sold expressed as a percentage of previous year's value.

Estimated Revenue (Income) from Venture Investments (CASH) 8.0% Represents the ave. annual percentage of cash flow from investments expressed as a prorated percentage of Fund asset value per category.

Estimated Realized Total Gross Profit on Venture Fund I Self explanatory.

POTENTIAL FOR SUBSEQUENT YEARS

Potential number of IPOs: Post 5-year Incubation 9.0% Represents Ave. Number of Friction Free Co.s ready for IPO after 5 years of incubation, expressed as a percentage, plus all CFAS Co.s 0.010% REPRESENTS % OF TARGET MARKET SIZE OF 6,000,000 in year 5 out of 28,800,000 US SMALL BUSINESSES Potential number of Strategic Corp. Sales: Post 5-year Incubation 14.0% Represents Ave. Number of Friction Free Co.s ready for SCS after 5 years of incubation, expressed as a percentage 0.015% REPRESENTS % OF TARGET MARKET SIZE OF 6,000,000 in year 5 out of 28,800,000 US SMALL BUSINESSES Cost of Venture Management Later Stage CFAS Production & Due Diligence Cost 10.0% Represents the CFAS production cost expressed as a percentage of the back-end fee per average CFAS Agreement. CFAS Sales and Service Commissions Cost 25.0% Represents the CFAS sales and service commission cost expressed as a percentage of the back-end fee per average CFAS Agreement. Represents the CFAS equity sharing cost expressed as a percentage of the back-end fee to CC Managing Directors per average CFAS CFAS Equity Sharing Cost 10.0% Agreement. Early Stage FF Due Diligence Cost 25.0% Represents the FF Due Diligence cost expressed as a percentage of the back-end fee per FF Agreement. FF Sales and Service Commissions Cost 25.0% Represents the FF sales and service commission cost expressed as a percentage of the back-end fee per FF Agreement. FF Equity Sharing Cost 0.0% Represents the FF equity sharing cost expressed as a percentage of the back-end fee to CC Managing Directors per FF Agreement. Start-Up CCIF-I Due Diligence Cost 10.0% Represents the due diligence cost expressed as a percentage of the back-end fee per CCIF-I Investment Policy Statement. Represents the CCIF-I sales and service commission cost expressed as a percentage of the back-end fee per CCIF-I Investment Policy CCIF-I Sales and Service Commissions Cost 25.0% Statement. Represents the CCIF-I equity sharing cost to CC Managing Directors expressed as a percentage of the back-end fee per CCIF-I Investment CCIF-I Equity Sharing Cost 10.0% Policy Statement.

Represents the annual external/internal management fee expressed as a percentage of accumulated assets for the "CASH" Fund portion only - VC Annual Management Fee 2.0% prorated each year. Represents external/internal management profit sharing expressed as a percentage of realized income and capital gains in the for the "CASH" VC Management Dept. Budget 20.0% Fund portion only. Estimated Total Cost of Venture Management 22.0% Represents total cost of Venture Mgmt. for the "CASH" Fund portion only) Estimated Realized Net Profit on Venture Fund I Self explanatory. Less Estimated Realized Net Profit on Venture Fund to Commonwealth Capital, LLC 67.0% Net percentage of total return due to Sprocket Network, LLC. Estimated Net Profit for Sprocket Network on Venture Fund I 33.0% Net percentage of retention of total return due to 50% Sprocket ownership of the Fund and CC's 34% ownership of Sprocket. Represents the percentage of assets that account for inventory. ESTIMATED TOTAL REVENUE FROM SPROCKET SAAS Self explanatory. Net dollar retention due to 50% Sprocket ownership of the Fund and CC's 34% ownership of Sprocket. Returns based on internal pro formas ESTIMATED TOTAL REVENUE FROM VENTURE INVESTMENTS - CCIF-I 33.0% from Commonwealth Capital Interest Income 0.5% Represents average annual interest received on cash balances. ESTIMATED TOTAL GROSS REVENUE 1.0% Represents the percentage of gross revenues that account for receivables. Less Total Cost of Services Delivered Self explanatory. Fund COGS are netted out in gross revenue calculations due to third party payments. ESTIMATED TOTAL GROSS PROFIT Self explanatory. ESTIMATED TOTAL GROSS MARGIN Self explanatory. 90

Pro Forma Income Statement & Company Valuation - (cont.)

General & Administrative Expense Officers Timothy D. Hogan - Chief Executive Officer $ 50,000 64,994 169,896 365,286 729,067 Robert Kuntz - Executive Vice President $ 50,000 64,994 169,896 365,286 729,067 Russ Weigel, III - Chief Legal Counsel $ 50,000 64,994 169,896 365,286 729,067 Charles D. Dreher - Exec. Director - Investment Policy $ 50,000 64,994 169,896 365,286 729,067 Soorena Salari - Chief Technology Officer $ 50,000 64,994 169,896 365,286 729,067 Brian Vaszily - Chief Marketing Officer $ 50,000 64,994 169,896 365,286 729,067 Jason Stelle - National Sales Manager $ 50,000 64,994 169,896 365,286 729,067 TBD - Vice President of Businss Development $ 50,000 64,994 169,896 365,286 729,067 Directors Timothy D. Hogan - Chairman $ 25,000 64,994 169,896 365,286 729,067 Robert Kuntz - Vice Chairman $ 25,000 64,994 169,896 365,286 729,067 Russ Weigel, III - Director $ 25,000 64,994 169,896 365,286 729,067 Charles D. Dreher - Director $ 25,000 64,994 169,896 365,286 729,067 Scott McKinnon - Director $ 25,000 64,994 169,896 365,286 729,067 Brian Vaszily - Director $ 25,000 64,994 169,896 365,286 729,067 Director - TBD $ 25,000 64,994 169,896 365,286 729,067 Director - TBD $ 25,000 64,994 169,896 365,286 729,067 Director - TBD $ 25,000 64,994 169,896 365,286 729,067 Administration Dept. Staff Wages $ 85,000 85,000 127,500 191,250 286,875 Sales & Marketing Dept. Staff Wages $ 170,000 170,000 255,000 382,500 573,750 Customer Service Dept. $ 150,000 150,000 225,000 337,500 506,250 Engineering Dept. $ 240,000 240,000 360,000 540,000 810,000 Payroll Taxes & Related Insurance $ 165,100 227,488 501,244 995,945 1,894,233 Benefits Package $ 38,100 52,497 115,672 229,833 437,131 Est. Sales & Marketing Expense $ 500,000 500,000 500,000 500,000 500,000 Travel, Lodging, and Seminar Expense $ 25,000 25,000 30,000 36,000 43,200 General Liability Insurance $ 17,614 17,614 46,016 98,931 197,483 Key Person Life Insurance $ 3,250 3,250 8,495 18,264 36,453 Asset Property Taxes $ 1,742 10,828 24,504 41,636 72,686 Office Equipment Leases $ 12,700 12,700 13,970 15,367 16,904 Office and Computer Supplies $ 2,500 2,500 2,750 3,025 3,328 Accounting $ 17,000 17,000 18,700 20,570 22,627 Legal $ 15,000 15,000 18,000 21,600 25,920 Office Leases $ 85,000 112,500 150,000 250,000 350,000 Website Hosting & IT Support $ 8,500 8,500 10,625 13,281 16,602 Software Purchases $ 8,500 50,000 60,000 72,000 86,400 Telephones & High Speed Internet Access $ 18,000 18,000 19,800 21,780 23,958 Trade Assn. Dues, Conference & Shows $ 20,000 20,000 22,000 24,200 26,620 Research & Development Consultants $ 5,000 5,000 5,500 6,050 6,655 Financial Consultants $ 20,000 20,000 22,000 24,200 26,620 Equipment Leases $ 50,000 50,000 62,500 78,125 97,656 Securities Sales Commissions Expense $ 500,000 - - - 11,986,147 Securities Exchange Listing Expense $ - - - - 250,000 Miscellaneous Expenses $ 25,000 25,000 31,250 39,063 48,828 Total General & Administrative Expense $ 2,808,005 $ 2,942,781 $ 5,518,752 $ 10,170,986 $ 30,740,472

ESTIMATED EBITDA $ (1,381,199) $ 2,906,716 $ 9,771,854 $ 22,704,769 $ 34,875,597 NOTE: Executives may receive monthly draws against the gross profit sharing amount.

General & Administrative Expense 20.0% Represents combined base salaries for all Senior Mgmt. and Board of Directors expressed as a percentage of gross profit. Officers Timothy D. Hogan - Chief Executive Officer 1.11% Represents base salary for the position expressed as a percentage of gross profit. Robert Kuntz - Executive Vice President 1.11% Represents base salary for the position expressed as a percentage of gross profit. Russ Weigel, III - Chief Legal Counsel 1.11% Represents base salary for the position expressed as a percentage of gross profit. Charles D. Dreher - Exec. Director - Investment Policy 1.11% Represents base salary for the position expressed as a percentage of gross profit. Soorena Salari - Chief Technology Officer 1.11% Represents base salary for the position expressed as a percentage of gross profit. Brian Vaszily - Chief Marketing Officer 1.11% Represents base salary for the position expressed as a percentage of gross profit. Jason Stelle - National Sales Manager 1.11% Represents base salary for the position expressed as a percentage of gross profit. TBD - Vice President of Businss Development 1.11% Represents Bonus Program expressed as a percentage of gross profit. Directors Timothy D. Hogan - Chairman 1.11% Represents base salary for the position expressed as a percentage of gross profit. Robert Kuntz - Vice Chairman 1.11% Represents base salary for the position expressed as a percentage of gross profit. Russ Weigel, III - Director 1.11% Represents base salary for the position expressed as a percentage of gross profit. Charles D. Dreher - Director 1.11% Represents base salary for the position expressed as a percentage of gross profit. Scott McKinnon - Director 1.11% Represents base salary for the position expressed as a percentage of gross profit. Brian Vaszily - Director 1.11% Represents base salary for the position expressed as a percentage of gross profit. Director - TBD 1.11% Represents base salary for the position expressed as a percentage of gross profit. Director - TBD 1.11% Represents base salary for the position expressed as a percentage of gross profit. Director - TBD 1.11% Represents base salary for the position expressed as a percentage of gross profit. Administration Dept. Staff Wages 50.00% Represents a standard budget with an average annual growth rate of expenses expressed as a percentage. Sales & Marketing Dept. Staff Wages 50.00% Represents a standard budget with an average annual growth rate of expenses expressed as a percentage. Customer Service Dept. 50.00% Represents a standard budget with an average annual growth rate of expenses expressed as a percentage. Engineering Dept. 50.00% Represents a standard budget with an average annual growth rate of expenses expressed as a percentage. Payroll Taxes & Related Insurance 13.00% Represents payroll taxes and related insurances based on a percentage of total payroll. Benefits Package 3.00% Represents benefits package expense based on a percentage of total payroll Est. Sales & Marketing Expense 7.00% Represents an average annual budget as a percentage of operating gross revenue with a $500,000 minimum budget. Travel, Lodging, and Seminar Expense 20.00% Represents a standard budget with an average annual growth rate of expenses expressed as a percentage. General Liability Insurance 0.30% Represents amount of insurance needed to cover general liability based as an average percentage of gross revenues. Key Person Life Insurance 5.0% Represents amount of insurance needed to cover key persons based as a percentage of the annual mgt. salary amount. Asset Property Taxes 0.10% Represents property taxes as a percentage of accumulated assets less depreciation. Office Equipment Leases 10.00% Represents an average annual growth rate of expenses expressed as a percentage. Office and Computer Supplies 10.00% Represents an average annual growth rate of expenses expressed as a percentage. Accounting 10.00% Represents an average annual growth rate of expenses expressed as a percentage. Legal 20.00% Represents an average annual growth rate of expenses expressed as a percentage. Office Leases Represents a standard annual budget. Website Hosting & IT Support 25.00% Represents an average annual growth rate of expenses expressed as a percentage. Software Purchases Represents an average annual growth rate of expenses expressed as a percentage. Telephones & High Speed Internet Access 10.00% Represents an average annual growth rate of expenses expressed as a percentage. Trade Assn. Dues, Conference & Shows 10.00% Represents an average annual growth rate of expenses expressed as a percentage. Research & Development Consultants 10.00% Represents an average annual growth rate of expenses expressed as a percentage. Financial Consultants 10.00% Represents an average annual growth rate of expenses expressed as a percentage. Equipment Leases 25.00% Represents an average annual growth rate of expenses expressed as a percentage. Securities Sales Commissions Expense Represents the cost of selling securities, through a broker dealer, expressed as a percentage of capital raised. Securities Exchange Listing Expense Represents the cost of exchange listing on the NASDAQ Miscellaneous Expenses Represents an average annual growth rate of expenses expressed as a percentage. Total General & Administrative Expense Summation.

ESTIMATED EBITDA Represents Earnings Before Income, Taxes, Depreciation and Amortization.

Pro Forma Income Statement & Company Valuation - (cont.)

CAPITALIZED ASSETS Organizational Costs, Furniture, Fixtures & Other Equipment $ 25,000 50,000 150,000 200,000 250,000 Social Networks & SaaS Development $ 100,000 500,000 500,000 500,000 500,000 Servers and Electronic Equipment $ 75,000 50,000 150,000 250,000 300,000 Venture Capital Investments $ 1,500,000 10,000,000 10,000,000 15,000,000 30,000,000 Total Capitalized Assets: $ 1,700,000 $ 10,600,000 $ 10,800,000 $ 15,950,000 $ 31,050,000

Other Loan(s) Net Balance $ - - - - - Interest Expense $ 5,775 - - - - Total Income Before Taxes, Depreciation and Amortization $ (1,386,974) 2,906,716 9,771,854 22,704,769 34,875,597 Less: Profit Sharing: $ - 145,336 488,593 1,135,238 1,743,780 Series A - Preferred Units Stated Distributions $ 337,500 337,500 337,500 337,500 337,500 Royalties Expense $ - - - - - Depreciation & Amortization $ 41,786 228,215 444,644 731,073 1,182,502 Net Income before Income Taxes $ (1,766,260) 2,195,665 8,501,117 20,500,958 31,611,815 Loss Carry Forward for Tax Calculations Only $ - (1,766,260) - - - TAX DISTRIBUTIONS: Federal & State Corp. Income Tax $ - 150,292 2,975,391 7,175,335 11,064,135 ESTIMATED NET INCOME AFTER TAXES $ (1,766,260) $ 2,045,373 $ 5,525,726 $ 13,325,622 $ 20,547,680

ESTIMATED NET OPERATING MARGINS -123.11% 34.84% 36.02% 40.41% 31.21%

CAPITALIZATION SERIES -A- PREFERRED UNITS Number of Preferred Units Offered and Sold 50,000 - - - - Price per Preferred Unit $ 100.00 100 100 100 100 Accumulated Series A Preferred Units 50,000 50,000 50,000 50,000 50,000 Preferred Equity Paid in Capital $ 5,000,000 - - - - Series A - Preferred Unit "Call" or Redemption $ - - - - - Accumulated Series A Preferred Units Par Value $ 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 Preferred Equity Par Value Issued - NET $ 4,500,000 - - - - Estimated Cash Flow From Operations: Pre-Preferred $ (1,724,474) 2,273,588 5,970,370 14,056,695 21,730,182 Series A - Preferred Shares Participation Distributions $ - (204,537) (552,573) (1,332,562) (2,054,768) Estimated Cash Flow From Operations: Post Preferred $ (1,724,474) 2,069,051 5,417,798 12,724,133 19,675,414

TRADITIONAL DEBT Other Loan(s) $ 300,000 - - - - (Other Loan(s) Reduction) $ (300,000) - - - - Other Loan(s) Net Balance $ - - - - -

Capitalized Assets Organizational Costs, Furniture, Fixtures & Other Equipment 5 Represents useful life for depreciation/amortization purposes. Social Networks & SaaS Development 7 Represents a standard annual budget and useful life for depreciation/amortization purposes. Servers and Electronic Equipment 10 Represents a standard annual budget and useful life for depreciation/amortization purposes. Venture Capital Investments 100 Represents a standard annual budget and useful life for depreciation/amortization purposes. Taken from 1 yr. Seed Capital Bridge Loans 100 Represents a standard annual budget and useful life for depreciation/amortization purposes. Total Capitalized Assets: Summation.

Convertible Bridge Notes 10.0% Represents an average annual interest rate on this form of debt. Net Balance - Bank Debt and other Lines of Credit 7.0% Represents an average annual interest rate on this form of debt. Other Loan(s) Net Balance 11.0% Represents an average annual interest rate on this form of debt. Building Mortgage Net Balance 9.0% Represents an average annual interest rate on this form of debt. Interest Expense Summation. Total Income Before Taxes, Depreciation and Amortization Less: Profit Sharing: 5.0% Represents the profit sharing allowance to be paid to employees. Series A - Preferred Units Stated Distributions 6.8% Represents stated dividend on the series A preferred units expressed as a percentage of par value. Royalties Expense 0.0% Represents a royalty paid to previous owners of the company's intellectual property. Depreciation & Amortization Represents the cumulative depreciation and amortization on capitalized assets. Net Income before Income Taxes Represents the Loss Carry Forward from previous years and is for tax calculations only. TAX DISTRIBUTIONS: Federal & State Corp. Income Tax 35.0% Represents est. federal and state tax distributed directly to common equity holders for tax obligations created by the Co.. Loss Carry Forward for Tax Calculations Only Represents the Loss Carry Forward from previous years and is for tax calculations only. ESTIMATED NET INCOME AFTER TAXES Self explanatory.

ESTIMATED NET OPERATING MARGINS Represents net income (loss) divided by gross revenues

CAPITALIZATION SERIES -A- PREFERRED UNITS Number of Preferred Units Offered and Sold Self Explanatory. Price per Preferred Unit Self Explanatory. Accumulated Series A Preferred Units Self Explanatory. Preferred Equity Paid in Capital 100% Represents the percentage of Preferred Equity assumed converted into common equity in year 5. Series A - Preferred Unit "Call" or Redemption 110% Represents the year that the preferred units are planned to be redeemed and call price expressed as a percentage of par value. Represents the assumption that pdf stock is redeemed at year-end therefore deducted from next year's calculation. Accumulated Series A Preferred Units Par Value Self Explanatory. Preferred Equity Par Value Issued - NET Estimated cash flow from operations before the preferred units' dividends are subtracted - non deductible expense for tax purposes. Estimated Cash Flow From Operations: Pre-Preferred 10% Represents the participation dividend on the series A preferred units expressed as a percentage of net income. Series A - Preferred Shares Participation Distributions Estimated cash flow from operations after the preferred units' dividends are subtracted - non deductible expense for tax purposes. Estimated Cash Flow From Operations: Post Preferred

TRADITIONAL DEBT Other Loan(s) Represents existing credit lines and loans from banks and other traditional lenders to be paid off and or re-financed. (Other Loan(s) Reduction) 100% Loan Reduction Rate expressed as a percentage of the outstanding balance for each year. Other Loan(s) Net Balance

Pro Forma Income Statement & Company Valuation - (cont.)

COMMON MEMBERSHIP INTERESTS - EQUITY SALES: Number of common membership units: pre-offering issuance. 61,000 61,000 61,000 61,000 61,000 Number of common membership units to be sold: ESOP 13,500 13,500 - - - Number of common membership units to be distribnuted to Educational Fund - - - - 2,000 Number of common membership units to be sold: Preferred Conversion - - - - 10,000 Number of common membership units to be sold: Public Equity Offering - 100,000 100,000 100,000 200,000 Number of Common Membership Units Outstanding per Year: 74,500 174,500 161,000 161,000 300,000

COMMON MEMBERSHIP INTERESTS - Equity Pricing & Valuation: Price per common membership unit: Private Equity Offering $ - - - - $ 616.43 Price per common unit: Preferred Conversion $ 500.00 Net Price Differential $ - - - - $ 116.43 Dollar Amount of Common Equity Sales: Preferred Conversion $ - - - - $ 5,000,000 Price per common membership unit: Public Equity Offering - $ 293.03 - - $ 1,712.31 Dollar Amount of Common Equity Sales: Public Equity $ - 29,303,343 - - $ 171,230,667 Securities sales commissions $ (2,051,234) $ (11,986,147) Distribution to Commonwealth Capital $ (6,914,714) $ (40,405,326) Retained Proceeds - $ 20,337,395 - - $ 118,839,194

Estimated Cash Distr. to Common Membership Unit-holders. $ - (7,221,520) (828,859) (1,998,843) (43,487,478) ESTIMATED NET CASH FLOW $ (1,724,474) (5,152,469) 4,588,939 10,725,290 (23,812,064)

Est. Net Earnings per Common Unit $ (23.71) $ 11.72 $ 34.32 $ 82.77 $ 68.49

ESTIMATED COMPANY VALUATION - PRIVATELY HELD Estimated Private Value per Common Unit: $ (213.37) $ 105.49 $ 308.89 $ 744.91 $ 616.43 Company Valuation - Privately Held: $ (15,896,337) $ 18,408,360 $ 49,731,537 $ 119,930,602 $ 184,929,121

ESTIMATED COMPANY VALUATION - PUBLICLY HELD Estimated Public Value per Common Unit: $ (592.70) $ 293.03 $ 858.03 $ 2,069.20 $ 1,712.31 Company Valuation - Publicly Held: $ (44,156,490) $ 51,134,334 $ 138,143,158 $ 333,140,562 $ 513,692,002

ESTIMATED INTERNAL RATES OF RETURNS SERIES -A- PARTICIPATING PREFERRED UNITS Est. IRR on Series A Preferred Units - Privately Held - IF CALLED 24.09% Est. IRR on Series A Preferred Units - Conversion into Common - Privately Held or Sold 25.59% Est. IRR on Series A Preferred Units - Conversion into Common - Publicly Traded 42.27%

Number of common membership units: pre-offering issuance. Represents the outstanding number of common shares / units before the current offering. Number of common membership units to be distribnuted to Educational Fund Number of common membership units to be sold: Preferred Conversion 2% Represents the amount of ownership into Educational Fund based on a percentage of current authorized shares.

Number of common membership units to be sold: Public Equity Offering 10% Represents the amount of ownership sold based on a percentage of current authorized shares. Includes preferred equity kickers with Notes, if any. Number of Common Membership Units Outstanding per Year: 100% Represents the amount of ownership sold based on a percentage of current authorized shares.

Represents the amount of Preferred Units or Shares converted into common equity as a percentage of outstanding preferred units or shares. COMMON MEMBERSHIP INTERESTS - Equity Pricing & Valuation: Dollar Amount of Common Equity Sales: Preferred Conversion Price per common membership unit: Public Equity Offering 9 Represents the PE Ratio of a privately held company in the industry. Dollar Amount of Common Equity Sales: Public Equity Represents the amount of Preferred Share conversion price. Securities sales commissions Represents Preferred Share conversion discount to market price. Any positive amount here means likely to convert to gain this amount. Represents the amount of Preferred Share conversion dollar amount. 25 Represents the PE Ratio of publicly traded company in the industry. Estimated Cash Distr. to Common Membership Unit-holders. Self explanatory. ESTIMATED NET CASH FLOW Self explanatory. Est. Net Earnings per Common Unit 100% Represents the pro rated portion of all preferred equity dividend distributions to be paid in the first year of issuance - year 1. 15% Represents dividend to Common Unitholders based as a percentage of net income primarily to cover tax obligations. ESTIMATED COMPANY VALUATION - PRIVATELY HELD Estimated Private Value per Common Unit: Company Valuation - Privately Held: Est. Net Earnings per Common Unit fully diluted and accounts for additional equity distribution

ESTIMATED COMPANY VALUATION - PUBLICLY HELD Estimated Public Value per Common Unit: 9 Represents the PE Ratio of a privately held company in the industry. Company Valuation - Publicly Held: Self explanatory.

ESTIMATED INTERNAL RATES OF RETURNS CONVERTIBLE BRIDGE NOTES 25 Represents the PE Ratio of publicly traded company in the industry. Est. IRR on Convertible Bridge Notes- Privately Held - IF HELD TO MATURITY Self explanatory. Est. IRR on Convertible Bridge Notes upon Conversion - Co. Privately Held or Sold Est. IRR on Convertible Bridge Notes upon Conversion - Co. Publicly Traded

SERIES -A- PARTICIPATING PREFERRED UNITS Est. IRR on Series A Preferred Units - Privately Held - IF CALLED Self explanatory. Est. IRR on Series A Preferred Units - Conversion into Common - Privately Held or Sold Self explanatory. Est. IRR on Series A Preferred Units - Conversion into Common - Publicly Traded Self explanatory.

Pro Forma Consolidated Statement of Operations

Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Total Gross Revenues $ 1,434,670 5,871,197 15,338,738 32,977,089 65,827,803 Total Cost of Goods Sold $ 7,863 21,699 48,132 101,334 211,733 Gross Profit $ 1,426,806 $ 5,849,498 $ 15,290,606 $ 32,875,755 $ 65,616,069

Operating expenses: Total General & Administrative Expense $ 2,808,005 2,942,781 5,518,752 10,170,986 30,740,472 Profit Sharing: $ - 145,336 488,593 1,135,238 1,743,780 Series A - Preferred Units Stated Distributions $ 337,500 337,500 337,500 337,500 337,500 Royalties Expense $ - - - - - Depreciation & Amortization $ 41,786 228,215 444,644 731,073 1,182,502 Total operating expenses $ 3,187,291 3,653,832 6,789,488 12,374,797 34,004,254 Operating profit (loss) $ (1,760,485) $ 2,195,665 $ 8,501,117 $ 20,500,958 $ 31,611,815

Other income (expense): Interest Expense $ 5,775 - - - - Profit (loss) before income taxes $ (1,766,260) 2,195,665 8,501,117 20,500,958 31,611,815 TAX DISTRIBUTIONS: Federal & State Corp. Income Tax $ - 150,292 2,975,391 7,175,335 11,064,135 Net profit (loss) $ (1,766,260) 2,045,373 5,525,726 13,325,622 20,547,680

Net profit (loss) per Common Unit - fully diluted $ (23.71) $ 11.72 $ 34.32 $ 82.77 $ 68.49

Statement of Retained Earnings Beginning Retained Earnings (Deficit) $ - (1,766,260) (7,146,944) (3,002,649) 6,991,568 Net Income (Loss) $ (1,766,260) 2,045,373 5,525,726 13,325,622 20,547,680 Less Unitholder Distributions Series A - Preferred Unit Participation Distributions $ - (204,537) (552,573) (1,332,562) (2,054,768) Common Shareholder Distributions $ - (7,221,520) (828,859) (1,998,843) (43,487,478) Total Shareholder Distributions $ - (7,426,058) (1,381,432) (3,331,406) (45,542,246) Net Ending Retained Earnings (Deficit) $ (1,766,260) $ (7,146,944) $ (3,002,649) $ 6,991,568 $ (18,002,998)

No Notes to Pro Forma Consolidated Statement of Operations

Pro Forma Consolidated Statement of Cash Flows

Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Cash flows from operating activities: Estimated Net Income $ (1,766,260) 2,045,373 5,525,726 13,325,622 20,547,680 Depreciation & Amortization $ 41,786 228,215 444,644 731,073 1,182,502 Cash provided by operating activities $ (1,724,474) 2,273,588 5,970,370 14,056,695 21,730,182

Cash flows from increases (decreases) in current assets/liabilities Accounts receivable - - - - - Accounts payable 655 1,153 2,203 4,433 9,200 Accrued expenses 2,888 46,797 734,880 1,103,873 1,022,912 Total Cash flows from asset/liability changes $ 3,543 $ 47,950 $ 737,082 $ 1,108,307 $ 1,032,112

Cash outflows from investing activities: Loans to Subsidiaries $ (1,500,000) (10,000,000) (10,000,000) (15,000,000) (30,000,000) Total Capitalized Assets: $ (1,700,000) (10,600,000) (10,800,000) (15,950,000) (31,050,000) Net cash from investing activities $ (3,200,000) $ (20,600,000) $ (20,800,000) $ (30,950,000) $ (61,050,000)

Cash inflows from financing activities: Subsidiary Loan Principle Reduction $ 750,000 5,750,000 10,000,000 12,500,000 22,500,000 Convertible Bridge Note Sales (Payables) $ - - - - - New Bank Debt and other Lines of Credit $ - - - - - Other Loan(s) $ 300,000 - - - - Machinery / Equipment Loans $ - - - - - Building Mortgage $ - - - - - Common Equity Sales $ - 20,337,395 - - 118,839,194 Preferred Equity Paid in Capital $ 5,000,000 - - - - Cash outflows from financing activities: (Note Principal Reductions) $ - - - - - (Reduction of Existing Bank Debt & Other Credit Lines) $ - - - - - (New Bank Debt Reduction) $ - - - - - (Other Loan(s) Reduction) $ (300,000) - - - - (Machinery / Equipment Loan Reduction) $ - - - - - (Building Mortgage Reduction) $ - - - - - Series A - Preferred Shares Participation Distributions $ - (204,537) (552,573) (1,332,562) (2,054,768) Series A - Preferred Unit "Call" or Redemption $ - - - - - Estimated Cash Distr. to Common Membership Unit-holders. $ - (7,221,520) (828,859) (1,998,843) (43,487,478) Net cash flows from financing activities: $ 5,750,000 $ 18,661,337 $ 8,618,568 $ 9,168,594 $ 95,796,948

Net cash increase (decrease) $ 829,069 382,876 (5,473,979) (6,616,403) 57,509,242 Cash and equivalents, beginning of year $ - 829,069 1,211,945 (4,262,034) (10,878,438) Cash and equivalents, end of year $ 829,069 $ 1,211,945 $ (4,262,034) $ (10,878,438) $ 46,630,804

No Notes to Pro Forma Consolidated Statement of Cash Flows

Pro Forma Balance Sheets

Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Current Assets Cash & Marketable Securities $ 829,069 1,211,945 (4,262,034) (10,878,438) 46,630,804 Accounts receivable $ - - - - - Total Current Assets $ 829,069 $ 1,211,945 $ (4,262,034) $ (10,878,438) $ 46,630,804

Property & Equipment Organizational Costs, Furniture, Fixtures & Other Equipment $ 25,000 75,000 225,000 425,000 675,000 Social Networks & SaaS Development $ 100,000 600,000 1,100,000 1,600,000 2,100,000 Servers and Electronic Equipment $ 75,000 125,000 275,000 525,000 825,000 Venture Capital Investments $ 1,500,000 11,500,000 21,500,000 36,500,000 66,500,000 Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CFAS) $ 1,155,000 2,113,650 3,296,255 4,985,889 7,492,531 Estimated Un-realized Appreciation (Equity) - Venture Investments (CFAS) $ 86,625 331,774 737,517 1,358,677 2,294,559 Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments ( (FF)) $ 10,767,488 39,187,751 96,501,293 204,286,871 404,230,176 Estimated Un-realized Appreciation (Equity) - Venture Investments ( (FF)) $ 807,562 4,554,204 14,730,883 37,289,995 82,928,774 Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CASH) $ 247,500 1,731,675 2,221,453 3,208,079 6,008,666 Estimated Un-realized Appreciation (Equity) - Venture Investments (CASH) $ 18,563 167,001 463,485 870,700 1,561,956 Less: Accumulated Depreciation & Amortization $ (41,786) (270,001) (714,645) (1,445,718) (2,628,220) Loans to Subsidiaries $ 1,500,000 $ 11,500,000 $ 21,500,000 $ 36,500,000 $ 66,500,000 Subsidiary Loan Principle Reduction $ (750,000) $ (6,500,000) $ (16,500,000) $ (29,000,000) $ (51,500,000) TOTAL ASSETS $ 16,320,020 $ 66,327,999 $ 141,074,205 $ 286,226,057 $ 633,619,246

Current Liabilities Accounts payable $ 655 1,808 4,011 8,444 17,644 Accrued expenses $ 2,888 49,684 784,564 1,888,437 2,911,349 Long Term Liabilities Other Loan(s) Net Balance $ - - - - - Total Liabilities $ 3,543 $ 51,493 $ 788,575 $ 1,896,881 $ 2,928,993

Members' Equity Retained Earnings Schedule $ (1,766,260) (7,146,944) (3,002,649) 6,991,568 (18,002,998) Common Equity Value Issued $ - 20,337,395 20,337,395 20,337,395 139,176,590 Preferred Units Preferred Equity Paid in Capital $ 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 Unrealized Capital Loss due to distr. of Preferred Equity Kicker $ - - - - - Series A - Preferred Unit "Call" or Redemption $ - - - - - Total Equity Issued $ 5,000,000 25,337,395 25,337,395 25,337,395 144,176,590 Ending Unit-holders' Equity $ 16,316,477 $ 66,276,506 $ 140,285,630 $ 284,329,175 $ 630,690,253 TOTAL LIABILITIES AND MEMBERS' EQUITY $ 16,320,020 $ 66,327,999 $ 141,074,205 $ 286,226,057 $ 633,619,246

PRO FORMA BALANCE SHEETS Current Assets Cash & Marketable Securities Represents previous year's net ending cash balances from pro formas consolidated statement of cash flows. Accounts receivable 0.0% Represents the percentage of gross revenues that account for receivables. Total Current Assets Summation.

Property & Equipment Organizational Costs, Furniture, Fixtures & Other Equipment Represents accumulated assets in the specific category. Social Networks & SaaS Development Represents accumulated assets in the specific category. Servers and Electronic Equipment Represents accumulated assets in the specific category. Venture Capital Investments Represents accumulated assets in the specific category. Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CFAS) Represents accumulated assets in the specific category. Estimated Un-realized Appreciation (Equity) - Venture Investments (CFAS) Represents accumulated assets in the specific category. Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments ( (FF)) Represents accumulated assets in the specific category. Estimated Un-realized Appreciation (Equity) - Venture Investments ( (FF)) Represents accumulated assets in the specific category. Estimated Immediate Un-realized Appreciation (Equity) - Venture Investments (CASH) Represents accumulated assets in the specific category. Estimated Un-realized Appreciation (Equity) - Venture Investments (CASH) Net percentage of retention of total return due to 50% Sprocket ownership of the Fund and CC's 34% ownership of Sprocket. Less: Accumulated Depreciation & Amortization Represents accumulated assets in the specific category. TOTAL ASSETS Summation.

Current Liabilities Accounts payable Represents last month's of each years' total cost of goods sold. Accrued expenses Represents last month of the years' profit sharing, last quarter's tax distr., monthly and semi-annual interest on debt and notes issued. Long Term Liabilities Convertible Bridge Note Sales (Payables) Represents accumulated Note liability until Note maturity. Net Balance - Existing Bank Debt & Other Credit Lines Self explanatory. Net Balance - Bank Debt and other Lines of Credit Self explanatory. Machinery / Equipment Loans Net Balance Self explanatory. Building Mortgage Net Balance Self explanatory. Total Liabilities Summation.

Members' Equity Retained Earnings Schedule Represents the previous years' accumulated retained earnings. Common Equity Value Issued Represents common stock equity sales. Preferred Units Preferred Equity Paid in Capital Represents series A preferred units equity sales. Series A - Preferred Unit "Call" or Redemption This will be treasury stock and reflected in the next year. Total Equity Issued Represents series A preferred units stated dividends. Ending Unit-holders' Equity Self explanatory. TOTAL LIABILITIES AND MEMBERS' EQUITY Summation.

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ESTIMATED SOURCES AND USES STATEMENT – 2017/2018 SOURCES: ESTIMATED TOTAL GROSS REVENUE $ 1,434,670 Other Loan(s) $ 300,000 Preferred Equity Par Value Issued - NET $ 5,000,000 TOTAL SOURCES: $ 7,484,670

USES: Less Total Cost of Goods Sold & Services Delivered $ 7,863

General & Administrative Expense Officers Timothy D. Hogan - Chief Executive Officer $ 50,000 Robert Kuntz - Executive Vice President $ 50,000 Russ Weigel, III - Chief Legal Counsel $ 50,000 Charles D. Dreher - Exec. Director - Investment Policy $ 50,000 Soorena Salari - Chief Technology Officer $ 50,000 Brian Vaszily - Chief Marketing Officer $ 50,000 Jason Stelle - National Sales Manager $ 50,000 TBD - Vice President of Businss Development $ 50,000 Directors $ - Timothy D. Hogan - Chairman $ 25,000 Robert Kuntz - Vice Chairman $ 25,000 Russ Weigel, III - Director $ 25,000 Charles D. Dreher - Director $ 25,000 Scott McKinnon - Director $ 25,000 Brian Vaszily - Director $ 25,000 Director - TBD $ 25,000 Director - TBD $ 25,000 Director - TBD $ 25,000 Administration Dept. Staff Wages $ 85,000 Sales & Marketing Dept. Staff Wages $ 170,000 Customer Service Dept. $ 150,000 Engineering Dept. $ 240,000 Payroll Taxes & Related Insurance $ 165,100 Benefits Package $ 38,100 Est. Sales & Marketing Expense $ 500,000 Travel, Lodging, and Seminar Expense $ 25,000 General Liability Insurance $ 17,614 Key Person Life Insurance $ 3,250 Asset Property Taxes $ 1,742 Office Equipment Leases $ 12,700 Office and Computer Supplies $ 2,500 Accounting $ 17,000 Legal $ 15,000 Office Leases $ 85,000 Website Hosting & IT Support $ 8,500 Software Purchases $ 8,500 Telephones & High Speed Internet Access $ 18,000 Trade Assn. Dues, Conference & Shows $ 20,000 Research & Development Consultants $ 5,000 Financial Consultants $ 20,000 Equipment Leases $ 50,000 Securities Sales Commissions Expense $ 500,000 Securities Exchange Listing Expense $ - Miscellaneous Expenses $ 25,000 Total General & Administrative Expense $ 2,808,005

Interest Expense $ 5,775 Profit Sharing: $ - Royalties Expense $ - TAX DISTRIBUTIONS: Federal & State Corp. Income Tax $ -

CAPITALIZED ASSETS Organizational Costs, Furniture, Fixtures & Other Equipment $ 25,000 Social Networks & SaaS Development $ 100,000 Servers and Electronic Equipment $ 75,000 Venture Capital Investments $ 1,500,000 Total Capitalized Assets: $ 1,700,000

(Other Loan(s) Reduction) $ 300,000 Shareholder Distributions $ 337,500 TOTAL USES: $ 6,659,143

CASH AVAILABLE BEFORE ADJUSTMENTS $ 825,526 Inventory $ - Change in Accounts Payable & Accrued Expense $ 3,543 Change in Accounts Receivable $ - Net Cash available for operations $ 829,069 No Notes to Sources and Uses Statement 101

EXHIBIT B: SUBSCRIPTION AGREEMENT

102

ROUND 1 ______Name of Investor(s) SUBSCRIPTION AGREEMENT FOR SERIES A – CLASS B NON-VOTING CONVERTIBLE PARTICIPATING PREFERRED UNITS

Sprocket Network, LLC

Pursuant to a Private Placement Memorandum dated November 20, 2017 (the “Memorandum”), on the terms and conditions set forth below, I hereby agree to become a Convertible Participating Preferred Unit-holder of Sprocket Network, LLC and make a capital contribution to the Company in the amount of $______for which I shall receive Class B Non-voting Convertible Participating Callable Preferred Unit(s) in the Company.

The capital contribution for each Unit is One Hundred U.S. Dollars ($100.00) less any early investment discount. The full capital contribution for the subscribed Unit(s) ($100.00 per preferred unit) is to be tendered herewith. Any applicable discount amounts will be reimbursed with the preferred unit certificates when issued and be recorded on the books of the company as a “return of capital.” Your cost basis per preferred unit will be recorded at the discounted price, if applicable. Discounts only apply to the first whole purchase of 10,000 preferred units subscribed for. There is a 10% discount for the 1st whole purchase of 5,000 preferred units ($90.00 per preferred unit) and a 5% discount for the 2nd whole purchase of 5,000 preferred units ($95.00 per preferred unit) subscribed for.

I understand that the Company will escrow a $500,000 minimum aggregate offering amount and act as its own Escrow Agent. (The offer to become a Convertible Participating Preferred Unit Holder hereby made shall be deemed to be accepted by the Company only upon the Company's execution of the acceptance set forth below. The minimum purchase amount is 250 Units for $25,000.00 with 10 Units increments thereafter for $1,000.

A. Representations and Warranties. I represent and warrant to the Company I am or we are at least 21 years of age as follows:

OFFERING IS MADE TO ACCREDITED INVESTORS ONLY:

______I am a resident of the United States of America.

______I am not a resident of the United States of America.

I am or we meet or exceed at least one of the accreditation requirements contained within this subscription agreement, or represent an organization, which meets or exceeds at least one of the accreditation requirements contained within this subscription agreement. 103

I am or we are Accredited Investor(s). (Place a checkmark next to all applicable answers):

______A 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; ______A natural person(s) whose individual net worth, or joint net worth with that person's spouse (exclusive of primary residence), at the time of his purchase exceeds $1,000,000; ______A natural person(s) 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 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;

______A bank as defined in section 3(a)(2) of the 1933 Act, or a 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; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Act; an 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; a 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; a 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; an 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 adviser, or if the employee benefit plan has total assets in excess of $1,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

______A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; ______An organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; ______A 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 § 230.506(b)(2)(ii); and

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______An entity in which all of the equity owners are accredited investors. ______AND:

(2) I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of my investment in the Company, or I have obtained the advice of an attorney, certified public accountant or registered investment advisor with respect to the merits and risks of my investment in the Company.

(3) I acknowledge that the Company provided me with a copy of the Memorandum, which discloses in reasonable detail all material details of the offering, at least forty-eight (48) hours before my return of this executed Subscription Agreement to the Company.

(4) I am purchasing the Convertible Participating Preferred Unit(s) solely for my own account for investment and not for the account of any other person and not for distribution, assignment, or resale to others. I do not presently intend to resell, transfer, or otherwise dispose of the Convertible Participating Preferred Unit(s). Prior to any such sale or transfer, I will deliver to the Company a written opinion of counsel stating that the securities registration requirements of the Federal Securities Act of 1933 and all applicable state laws have been or are being met or that an exemption from such registration is available and that the sale may proceed without violating any of the applicable state or federal securities laws.

(5) I understand and acknowledge that the Operating Agreement of the Company places severe limitations on my ability to transfer the Convertible Participating Preferred Unit(s). I acknowledge that any certificates evidencing the Convertible Participating Preferred Unit(s) shall bear a legend restricting the transfer of the Units.

(6) I understand the confidential nature of the information contained in the Memorandum and agree to not to distribute the information or the Memorandum to anyone in any manner, notwithstanding my advisors’ ability to review and advise me in this matter.

(7) I and all of my advisors have had access to all information necessary to enable me to make an informed decision to become a Convertible Participating Preferred Unit-holder and a reasonable opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of this offering of the Convertible Participating Preferred Unit(s). All such questions have been answered to my full satisfaction.

(8) I have the financial ability to bear the economic risk of my investment, including a possible loss of my entire investment, have adequate means of providing for my current needs and contingencies, and have no need for liquidity in my investment in the Company.

105

(9) The Convertible Participating Preferred Unit(s) constitutes an investment, which is suitable and consistent for my investment program, and my financial situation enables me to bear the risks of this investment.

(10) I understand that the offering has not been registered under the Securities Act of 1933, as amended (the “Act”), nor the securities laws of any other jurisdictions. Instead, the offering is made in reliance upon certain exemptions, including the exemptions for private offerings under Section 4(a) of the Act and Regulation D promulgated thereunder. I am aware and understand that the Convertible Participating Preferred Unit(s) for which I have subscribed are being sold to me in reliance upon the above referenced exemptions and based upon my representations, warranties, and agreements hereunder. I am aware of the restrictions on the sale, transferability, and assignment of the Convertible Participating Preferred Unit(s) and that I must bear the economic risk of my investment herein for an indefinite period of time because the Convertible Participating Preferred Unit(s) have not been registered under the Act. Therefore, the Convertible Participating Preferred Unit(s) cannot be offered or sold unless the offering is subsequently registered under the Act and all other applicable securities laws of other states unless an exemption from such registration is available. I further understand that no such registration by the Company is contemplated.

(11) I understand that no federal or state agency has made any finding or determination as to the fairness for investment in, or any recommendation or endorsement of, the Convertible Participating Preferred Unit(s).

(12) I acknowledge that neither the company nor any of its employees, managers, agents, or other affiliates have made any oral or written representations to me or to any of my advisors which are inconsistent with the Memorandum in any way.

(13) I have included with this Subscription Agreement my capital contribution in full to the Company for the Convertible Participating Preferred Unit(s). I understand that such moneys will be escrowed, and once released may be used by the Company immediately upon its acceptance of my offer to become a Convertible Participating Preferred Unit-holder. I understand that $500,000 will be escrowed and upon attainment, released and used by the Company of my offer to become a Convertible Participating Preferred Unit-holder.

(14) To the extent I considered it advisable, I have reviewed the merits of this investment with my tax and legal counsel and with an investment advisor.

(15) I understand and acknowledge that no public market for the Convertible Participating Preferred Unit(s) currently exists and that there can be no assurance that any public market for the Convertible Participating Preferred Unit(s) will exist in the future.

(16) All of the information that I have provided to the Company concerning myself, my financial position, and my knowledge of financial and business matters, including the information

106

contained herein, is correct and complete in all material respects as of the date set forth at the end hereof, and I will immediately notify the Company of any adverse change in such information prior to the company accepting my offer to become a Convertible Participating Preferred Unit-holder.

(17) I agree that all of the foregoing representations, warranties, agreements, undertakings, and acknowledgments made by me shall survive my purchase of the Convertible Participating Preferred Unit(s). I further agree that if more than one person is signing this agreement, each foregoing representation, warranty, agreement, undertaking, and acknowledgment shall be a joint and several representation, warranty, agreement, undertaking, and acknowledgment of each person signing this Agreement.

(18) I declare that I understand Sprocket Network, LLC, has a first right of refusal to purchase any and all Units that have been noticed for re-sale or liquidation.

(19) I declare that I am not relying on the accuracy of the financial data contained within the pro forma five-year projections contained within Exhibit A of the Private Placement Memorandum dated November 20, 2017 (Revised 12-14-17) because I am aware that these are projections and not guarantees of financial performance.

(20) By executing this Subscription Agreement, I hereby agree to become a “Class B Non- Voting Unit-holder” a.k.a. “Preferred Unit-holder” of the Company under the existing Operating Agreement to which there are other Unit-holders of the Company and to be bound by the terms of such agreement as though I were an original signatory thereto.

(21) I have read the Private Placement Memorandum dated November 20, 2017 (Revised 12-14- 17) and the Operating Agreement in their entireties, including all Exhibits and schedules thereto, and I fully understand them. In particular, I understand that as a “Class B Unit holder” I will not have the right to vote on business matters. I further agree to execute and deliver to the Company such further documents as may be necessary to carry out the purposes of this paragraph.

(22) I agree to indemnify and hold harmless the Company, its promoters, Members or Preferred Members, managers, and affiliates or anyone acting on their behalf from and against all damages, losses, costs, and expenses (including reasonable attorney’s fees) that they may incur by reason of my failure to fulfill any of the terms or conditions of this Agreement or by reason of any breach of the representations and warranties made by me herein or in any documents provided by me to the Company.

(23) This Agreement constitutes the entire Agreement among the parties with respect to the subject matter hereof and may be amended only by a written instrument executed by all of the parties.

107

(24) This Paragraph Applies Only if the Subscriber Is Not a United States Person (as defined by Section 7701(a)(3) of the Internal Revenue Code of 1986, as amended): I hereby represent that I have satisfied myself as to the full observance of the laws of my jurisdiction in connection with any invitation to subscribe for the Convertible Participating Preferred Units or any use of this Agreement, including (i) the legal requirements within my jurisdiction for the purchase of the Convertible Participating Preferred Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government 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 Convertible Participating Preferred Units. I further represent that my subscription and payment for and continued beneficial ownership of the Convertible Participating Preferred Units will not violate any applicable securities or other laws of my jurisdiction. ______Initialed

Under Title II of the JOBS Act of 2012 and in accordance with the SEC final rules all investors are required to verify the accreditation from a third party. You may choose to provide verification with any one of the following:

1.) Have a trusted advisor fill in and sign the THIRD PARTY VERIFICATION box below and include when sending in the Signed Subscription Agreement;

THIRD PARTY VERIFICATION. I (we) are signing this subscription agreement with the intent to verify

that investor(s) purchasing these securities meet(s) at least one the above accreditation requirement(s) as

set forth in Regulation D, Rule: 501, as of the date of this subscription agreement, by initialing the area I

am (we are) intimately familiar with as the Investor(s)’[check one] ___accountant, ___attorney,

___financial advisor, ___banker, ___Employer, ___Other [______]

Print Name & Title______

Name & Address of Company or Institution ______

______

Ph. Number(s)______

Email Address______

Signature______

OR…. 1) Include a bank or brokerage statement showing net assets above $1,000,000 for individual or married couple or $5,000,000 for business entity or trust owning the units; or 2) Front page of IRS FORM 1040 Tax Returns for individual making over $200,000 or married couples making over $300,000 for the latest 2-years. or 3) Any other documentation proving accreditation from a 3rd party.

______108 ______Investor Signature Date ______Investor Signature Date

ACCEPTANCE: This Agreement shall be enforced, governed, and construed in accordance with the laws of the State of Michigan. Convertible Participating Preferred Unit Holder this____ day of ______2017.

By:______

INITIAL ONE PLEASE: Dividends re-invested in preferred equity ______Dividends paid in cash______

Subscription Agreement & Payment by check may be sent to: Sprocket Network, LLC 30 S. Wacker Dr. 22nd. Floor Chicago, IL 60606 FAX (312) 253-4484 [email protected]

Payment may be wired to: Sprocket Network, LLC – Escrow Account Chase Bank: Company's Bank Routing Number: 071000013 Company's Bank Account Number: 20313821 109

Securities Registration for Qualified Plans NAME: ______ADDRESS:______PHONE: HOME______WORK______CELL______EMPLOYER :______POSITION:______SOCIAL SECURITY NUMBER OR TAX ID______TYPE OF QUALIFIED PLAN: IRA ______ROTH IRA_____ SEP/IRA_____ SEP_____ KEOGH_____ 401(k)_____ IRREVOCABLE LIVING TRUST_____ CORP PENSION_____ (please attached corporate resolution authorizing purchase) OTHER_____ (please specify)

NUMBER OF SHARES/UNITS SUBSCRIBED: ______TOTAL DOLLAR AMOUNT:______Dividends / Distributions: CASH ______REINVEST INTO SHARES/UNITS______

INVESTOR SIGNATURE: ______DATE: ______

QUALIFIED PLAN ADMINISTRATOR SIGNATURE______DATE:______

You have two choices for qualified plan custodians PLEASE PICK ONE IRA, ROTH, SEP or 401(k) IRA, ROTH, SEP or 401(k) TRANSFERS TRANSFERS

SUBSCRIPTION & SUBSCRIPTION & PAYMENT: Send fully PAYMENT: Send fully executed Subscription executed Subscription Agreement and check payable Agreement and check payable to Carter, Terry & Co. then to New Direction IRA, Inc. send to: then send to:

Brian E. Adams, VP – Dan Falardeau, President – Investments Hawaii Division Carter, Terry and Company 7 Waterfront Plaza 3060 Peachtree Road, Suite 1200 500 Ala Moana Blvd. Atlanta, GA 30305 #400 800-848-9555 110 Honolulu, HI 9683 [email protected] (808) 521-4472 [email protected]

EXHIBIT C: CURRENT FINANCIAL STATEMENTS

Available Upon Request

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EXHIBIT D: DIRECTORSHIP AGREEMENT

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(SAMPLE ONLY) INDEPENDENT CONTRACTOR AGREEMENT

DIRECTOR

THIS AGREEMENT (“AGREEMENT”) is made this____ day of ______, 2017 by and between SPROCKET NETWORK, LLC, a Michigan Limited Liability COMPANY, d/b/a SPROCKET (herein after referred to as “SPROCKET” or the “COMPANY”)— headquartered at 30 South Wacker Drive, 22nd Floor, Chicago, IL 60606 (“HQ”) and- ______(“DIRECTOR”). For the purposes of this agreement, the COMPANY and DIRECTOR are collectively referred to as the “PARTIES” and each of them individually is a “PARTY.”

PRELIMINARY STATEMENTS

WHEREAS, SPROCKET desires to contract with DIRECTOR on the terms and conditions (and for the consideration hereinafter set forth), and DIRECTOR desires to provide services to SPROCKET on such terms and conditions, and for such consideration.

FOR AND IN CONSIDERATION OF their mutual promises, assertions, and covenants set forth herein, whereas the PARTIES are mutually desirous of working together for their common benefit, and said PARTIES agree to abide by the terms and conditions contained in this AGREEMENT.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein—the receipt and sufficiency of which are hereby acknowledged— the PARTIES hereto, intending to be legally bound, agree to as follows.

STATEMENT OF AGREEMENT

ARTICLE I AFFILIATION AND DUTIES

1.1 Affiliation: Effective Date. SPROCKET agrees to engage the services of DIRECTOR, and DIRECTOR agrees to provide services to SPROCKET, commencing as of the date of this Agreement and subject to the terms and conditions of this Agreement.

1.2 Position. SPROCKET shall engage the services of ______in the position of DIRECTOR. As such, DIRECTOR shall recommend and advise to the CEO with the best available information and experiences to support responsibilities, duties, and authority customarily pertaining to such position along with such other duties of the same

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nature as may be reasonably assigned to DIRECTOR by the Chief Executive Officer (“CEO”) and or the Executive Board of the COMPANY, which are consistent with such position and provided for in the COMPANY’S written operating procedures, as developed and amended over time. DIRECTOR will not have any authority to bind the COMPANY to fulfill the DIRECTOR’S duties and services, unless so authorized by the CEO.

1.3 Other Interests. During the period of this AGREEMENT, DIRECTOR shall have ultimate discretion to devote as much time and effort to performing his/her duties as DIRECTOR deems necessary in order to carry-out and maximize DIRECTOR’S performance hereunder. DIRECTOR may engage, directly or indirectly, in other related business that do not conflict (similar work) with DIRECTOR’S duties hereunder and/or the business of SPROCKET, as applicable under Federal and State Laws. The aforementioned limitation(s) shall not prohibit DIRECTOR from serving on civic or charitable boards (or on the boards of other companies) provided that DIRECTOR’S service on such boards is not harmful to the business interests of SPROCKET (or federal or state laws, rules, and regulations), and provided that DIRECTOR notifies the COMPANY, in writing, in advance of engaging in such service. DIRECTOR shall not solicit or sell securities while representing SPROCKET or its clients.

1.4 Independent Status. DIRECTOR shall be an independent contractor for all purposes including, but not limited to, taxation and professional liability. DIRECTOR shall be solely responsible for any and all withholding of federal and state income tax, as well as any and all social security and any other employment-related expenses. To be paid, DIRECTOR shall provide SPROCKET with the designated federal tax ID number and any other information as required by the IRS and on Form W-9 along with the corresponding bank account and routing numbers to which payment shall be made. All payments are made via ACH bank wire transfers.

1.5 Primary Office Location. DIRECTOR shall perform DIRECTOR’S Duties and Services at any location, which DIRECTOR and the COMPANY deem appropriate. Any expenses associated with the Primary Office Location of DIRECTOR—unless otherwise provided for by SPROCKET within SPROCKET HQ—shall be borne exclusively by the DIRECTOR, unless otherwise negotiated with the COMPANY before such expenses are incurred or contracted for through a separate written agreement.

1.6 Bank and Escrow Accounts. DIRECTOR shall have no authority to establish or maintain a SPROCKET bank account or escrow account. All monies for accounts shall be maintained by the COMPANY.

1.7 Sales & Marketing Materials. All sales and marketing materials must be pre-approved—in writing —by the COMPANY before the production or the distribution of such materials on any technological platform, such as the COMPANY’S website(s). This includes, but is not necessarily limited to, any SPROCKET stationery or business cards representing the COMPANY or its product and service lines.

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1.8 Voting Equity until Vested. Voting Equity shall only be earned through vesting as per the schedule in Exhibit A.

ARTICLE II TERM AND TERMINATION OF AFFILIATION

2.1 Term. DIRECTOR’S affiliation with SPROCKET shall commence on the effective date as set forth in Article I §1.1, above and continue until terminated by either of the PARTIES, as hereinafter provided. Either SPROCKET or DIRECTOR may terminate this affiliation relationship at any time and for any reason or no reason—with notice as provided in § 2.2 hereof. Directorships inherently expire upon any of the following events; whichever should occur first. 1.) The Preferred Units are Called; 2.) The Preferred Units are converted and the Company is sold, IPO or strategic, and liquidated; or 3.) The natural term ends 12/31//2021.

2.2 Notice of Termination. If either of the PARTIES desires to terminate DIRECTOR’S affiliation hereunder at any time, such PARTY shall do so by giving ten (10) days prior written notice to the other PARTY and setting forth such election to terminate and stating the effective date of and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder, including (without limitation) the provisions of Article IV hereof.

ARTICLE III COMPENSATION AND BENEFITS

3.1 Base Compensation.

DIRECTOR shall receive each month, as Base Compensation, as follows in 3.1.1 and 3.1.2: 3.1.1 As Director on Executive Board: One and eleven tenths (1.11%) Percent of all annual operating Gross Profit of the COMPANY. “Gross Profit” is defined as Total Gross Revenue less Total Cost of Products and Services Delivered, as further defined by GAAP and as reported to the IRS annually. Normally, total gross revenue less cost of goods or services, including sales commissions are deducted to arrive at total operating gross profit. General and administrative expenses, as well as capital budgets are not included in the calculation for arriving at total gross profit. 3.1.2 Capital Gains: One and eleven tenths (1.11%) percent of any net capital gains from the one-time sale of full rights of any proprietary product, whereby SPROCKET NETWORK loses all ownership rights, shall be treated as revenue, less cost basis – and as further defined by GAAP and reported on a cash basis (as cash is received) to the IRS on annual tax returns, to arrive at operating gross profit, as well. Proprietary product shall mean any product or software as a service “SaaS” developed, bought or otherwise owned

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by the COMPANY. The term “net capital gains,” for purposes of this §, shall mean the gross proceeds from the sale of full rights, less the cost basis of subject item(s), sold by the COMPANY. However, the proceeds from the sale of any subsidiary company, equity interests or its assets of any wholly or partially owned are not included in arriving at gross revenue for purposes of calculating gross profit. Any capital gains are to be paid annually. 3.1.3 Review: DIRECTOR shall have the right to review the COMPANY’S accounting and financial statements, and tax returns, on an annual basis at a minimum, or on a quarterly, if available. All payments of compensation, from whatever source, paid to the DIRECTOR by the Company each month shall be accompanied by a clear explanation of how the compensation amounts were determined, including the amount of Gross or Net Revenue earned, as the case may be, by the Company in each particular month, the percentages of said Gross of Net Revenue used in the calculation, as the case may be, and the mathematical determination of the dollar amounts paid to the DIRECTOR by the Company. However, gross profit shall be determined at the end of the year, subject to GAAP standards and CPA preparations of COMPANY’S US Tax Returns as reported to the US Internal Revenue Service. All and any closing adjustments shall be made at that time.

Equity Compensation: DIRECTOR, if in good standing with the COMPANY, shall receive at the end of each year common, voting equity as per the schedule as illustrated in Exhibit A, as a Director.

In order to qualify each month for the Base Compensation, DIRECTOR shall:

3.1.4 Participate, fully with undivided attention, on each COMPANY Quarterly Executive Board Meetings, or special Executive Board Meetings, as they may occur from time-to- time, via video conference call, unless DIRECTOR’S attendance is waived by the CEO; and 3.1.5 Perform all “Action Items” assigned for DIRECTOR’S completion, as produced and agreed upon by COMPANY’S Management Team Members and DIRECTOR during the Quarterly Executive Board Meeting or special Executive Board Meetings, as they may occur from time-to-time, video conference calls. DIRECTOR remains responsible for learning of and completing any Action Items (within the specified time frame) with or without required Quarterly Executive Board participation. In the event of lack of weekly meeting participation, the COMPANY’S CEO or Executive Board, aka the COMPANY, will send Action Items list to the DIRECTOR. If no updated Action Items list is sent by the COMPANY then DIRECTOR has no responsibility for that time period for any additions to the list. 3.1.6 Contribute. DIRECTOR shall contribute to the overall COMPANY’S written operational procedures manual, by submitting departmental procedures in writing, as requested by the COMPANY.

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3.2 Expense Reimbursements. During the term of this AGREEMENT, DIRECTOR shall be responsible for any and all out-of-pocket expenses associated with the DIRECTOR’S duties and responsibilities. However, reimbursements and cost-splitting arrangements can be negotiated with—and approved in writing by—the COMPANY before the DIRECTOR incurs the expense, if reimbursement is requested and approved. These costs can include (but not necessarily limited to) the cost and compensation of any personnel employed or contracted by the DIRECTOR, which shall be borne solely by the DIRECTOR, unless otherwise negotiated with and approved, in writing by, the COMPANY . DIRECTOR will not be subsidizing operational costs or expenses other than minor incidental expenses that may occur. 3.3 Termination by SPROCKET. If DIRECTOR’S affiliation hereunder shall be terminated for any reason by SPROCKET as stated in Article II, §2.2 of this AGREEMENT, all compensation derived from §3.1.1 and §3.1.2 payable hereunder shall be due and owing to DIRECTOR at the time of termination. DIRECTOR, his/her heirs or assigns, will be paid a pro-rated percentage of gross profits, less draws obtained, after the end of the fiscal year where termination occurs. SPROCKET NETWORK has 90 days after the end of its fiscal year to reconcile the calculation of gross profits and distribute pro-rated balances due or book all draws as forgiven and therefore taxable to the DIRECTOR, his/her heirs or assigns.

3.4 Voluntary Termination by DIRECTOR. If DIRECTOR’S affiliation hereunder shall be terminated for any reason by DIRECTOR as stated in Article II, §2.2 of this AGREEMENT, all compensation derived from §3.1.1 and §3.1.2 payable hereunder shall terminate contemporaneously with the date of such termination. DIRECTOR, his/her heirs or assigns, will be paid a pro-rated percentage of gross profits, less draws obtained, after the end of the fiscal year where termination occurs. SPROCKET NETWORK has 90 days after the end of its fiscal year to reconcile the calculation of gross profits and distribute pro-rated balances due or book all draws as forgiven and therefore taxable to the DIRECTOR, his/her heirs or assigns.

3.5 Involuntary Termination of DIRECTOR. If DIRECTOR’S affiliation hereunder shall be involuntarily terminated by DIRECTOR, such as from his incapacity, disablement, death, or other extemporaneous circumstances, beyond the DIRECTOR’S control, then upon such involuntary termination—regardless of the reason therefore—all future compensation derived from §3.1.1 and §3.1.2 payable hereunder shall terminate contemporaneously with the date of such termination. All sources of revenue established by DIRECTOR shall continue to be treated as commissions derived from the Affiliation Program. DIRECTOR, his/her heirs or assigns, will be paid a pro-rated percentage of gross profits, less draws obtained, after the end of the fiscal year where termination occurs. SPROCKET NETWORK has 90 days after the end of its fiscal year to reconcile the calculation of gross profits and distribute pro-rated balances due or book all draws as forgiven and therefore taxable to the DIRECTOR, his/her heirs or assigns.

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3.6 Indemnification of DIRECTOR. The COMPANY shall indemnify and hold harmless any DIRECTOR of the COMPANY, or any former DIRECTOR who is made a witness or a party to an informal or formal investigative matter or a proceeding because the individual is or was a DIRECTOR of the COMPANY, against liability or costs of defense incurred in the proceeding, but only if such indemnification is both (i) determined permissible and (ii) authorized, as such are defined in sub§ (a) of this § 3.6.1. The COMPANY shall indemnify and hold harmless any DIRECTOR of the COMPANY, or any former DIRECTOR who is not a party to or of another DIRECTOR’S decisions or actions, which are harmful to the COMPANY.

3.6.1 Determination of Authorization. The COMPANY shall not indemnify an agent or employee under this § unless: (a) a determination by the COMPANY, which determination shall be made within thirty (30) days from request to the COMPANY by the agent or employee, and which has been reasonably made, that the agent or employee met the standard of conduct set forth in sub§ (b) below, that the requested payment is reasonable, as determined by the parties, or third party, chosen by both parties, in the event that the parties cannot agree and that the COMPANY has the financial ability to make the payment, as determined by the parties, or third party, chosen by both parties, and (b) Standard of Conduct. The individual shall demonstrate that: (1) In the case of a proceeding, he or she conducted himself or herself in good faith; and (2) he or she reasonably believed: (i) in the case of conduct in his or he official capacity with the COMPANY, that his or her conduct was in its best interests; (ii) in all other cases, that his or her conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or (iv) in the case that the DIRECTOR is a witness, whether or not a proceeding is subsequently brought, the DIRECTOR need only demonstrate that the individual has been contacted for the purpose of providing information about or pertaining to the COMPANY or its DIRECTORS, officers, DIRECTORS, employees, or agents.

3.6.2 imitation on Indemnification. The COMPANY shall not indemnify an agent or employee under this Article III in connection with any other proceeding charging improper personal benefit to the DIRECTOR, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that he or she improperly personally benefitted. 3.6.3 Directors Errors and Omissions Insurance. The COMPANY will provide and pay for Directors Errors and Omission insurance for the COMPANY, and its

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DIRECTORS if the COMPANY can be properly underwritten by a reputable insurance company for this type of insurance. 3.6.4 Advance of Expenses. If the COMPANY has determined that the DIRECTOR has met the afore-mentioned requirements, then the COMPANY shall pay for or reimburse the reasonable expenses incurred by a DIRECTOR in advance of final disposition of the inquiry or proceeding, if: (a) the DIRECTOR furnishes the COMPANY with a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in this §; and (b) the DIRECTOR furnishes the COMPANY with a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct.

ARTICLE IV

NON-CIRCUMVENT & NON-DISCLOSURE

4.1 Confidentiality. The DIRECTOR recognizes that, in routine performance of his duties in furtherance of the business of the COMPANY, DIRECTOR (including his associates, agents, affiliates, and representatives) may learn the identity, address, and telephone numbers of clients, affiliates, agents, brokers, buyers, sellers, financiers of the COMPANY, client firms, business sources, and COMPANY affiliates; as well as the nature, manner, and forms of the COMPANY’S business dealings; the COMPANY’S bank accounts, transaction codes, trade secrets, and practices; copyrighted material of the COMPANY, other capital sources, participating investment banks, commercial banks, venture capital firms, private equity firms or entities that the COMPANY has acquired through years of investment in time, expense, and effort (hereafter referred to as “Confidential Information”). Confidential Information shall include all information of which unauthorized disclosure could be detrimental to the interests of the disclosing party whether or not such information is identified as Confidential Information by the disclosing party. Such Confidential Information shall remain the sole property of the COMPANY.

4.3 Restrictions. The restrictions set forth in this Article IV and its subparts shall apply during the term of this AGREEMENT and for a period of eighteen (18) months following termination of this Agreement, whether terminated by SPROCKET, DIRECTOR, or by mutual consent of the PARTIES.

ARTICLE V MISCELLANEOUS

5.1 Notices. For purposes of this AGREEMENT, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally

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delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to: SPROCKET NETWORK, LLC: 30 S. Wacker Dr. 22nd Floor Chicago, IL 60606

If to: DIRECTOR at DIRECTOR’S last known address as listed with SPROCKET NETWORK, LLC or to such other addresses as either subject of PARTIES may furnish to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.

5.2 No Waiver. The failure by either subject of the PARTIES, hereto at any time, to give notice of any breach by the other subject of said PARTIES, or to require compliance with any condition or provision of this AGREEMENT, shall not be deemed a waiver of said breach or non-compliance or of any similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

5.3 Severability. If a court of competent jurisdiction determines that any provision of this AGREEMENT is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this AGREEMENT, and all other provisions shall remain in full force and effect.

5.4 Withholding of Taxes. SPROCKET shall not withhold from any payments made to DIRECTOR pursuant to this AGREEMENT of any federal, state, city, or other taxes as may be required pursuant to any law, governmental regulation, or ruling that applies to employee deductions made with respect to SPROCKET’S 1099 independent contractors as employees, if any, generally.

5.5 Headings. Paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

5.6 Plurals. Wherever the context so requires, the singular number includes the plural and conversely.

5.7 Assignment. This AGREEMENT shall be binding upon and inure to the benefit of SPROCKET and any successor of SPROCKET. Except as provided in the preceding sentence, this AGREEMENT, and the rights and obligations of the PARTIES hereunder, are personal and neither this AGREEMENT nor any right, benefit, or obligation of either PARTY hereto shall be subject to voluntary or involuntary assignment, alienation, or 120

transfer—whether by operation of law or otherwise, without the prior written consent of the other PARTY.

5.8 Attorneys’ Fees. The PARTIES agree that, in connection with litigation arising directly or indirectly regarding this AGREEMENT, the prevailing PARTY shall be entitled to reimbursement from the non-prevailing PARTY for any attorneys’ fees, paralegal fees, costs, and expenses incurred incident to the litigation of this AGREEMENT, whether by judicial proceedings or otherwise and whether such be brought or not, and before as well as after judgment—including, without limitation, in connection with appellate, bankruptcy, insolvency, liquidation, reorganization, moratorium, or other similar proceedings.

5.9 Entire Agreement. Except as provided in any written agreement hereafter executed by SPROCKET and DIRECTOR, this AGREEMENT constitutes the entire agreement of the PARTIES with regard to the terms and conditions of DIRECTOR’S affiliation with the COMPANY, and contains all the covenants, promises, representations, warranties, and agreements between the PARTIES with respect to confidentiality within his or her affiliation as DIRECTOR by SPROCKET. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this AGREEMENT, and relating to the subject matter hereof, are hereby null and void and of no further force and effect, including but not limited to any agreements relating to Affiliation or severance between DIRECTOR and SPROCKET prior to the effectiveness of this AGREEMENT. Any modification of this AGREEMENT will be effective only if it is in writing and signed by the subject of said PARTIES to be charged.

5.10 Applicable Law. This AGREEMENT is entered into under and shall be governed for all purposes by the laws of the State of legal residency of the COMPANY, regardless of the laws that might otherwise govern under the conflicts of laws principles.

5.11 Securities Disclosure. MANAGING DIRECTOR represents that MANAGING DIRECTOR, by initialing each verifies the statement is true in regard to their status:

5.11.1 ______No Insolvency. Within the past five years (or longer if material), no officer, director or key person (or the parent company) has filed a petition for bankruptcy, receivership, or similar insolvency proceedings, nor was in a similar capacity of another business entity that was subject to bankruptcy, receivership, or similar insolvency proceedings. 5.11.2 ______No Criminal Background. Excluding traffic and other minor violations, no Managing Member or key person (or the parent company) has been named as a subject of a pending criminal proceeding or convicted in a criminal proceeding. 5.11.3 ______No Civil Litigation. Within the past five years the parent company, no Managing Member or key person (or the parent company) has been named as a subject of a court order, judgment or decree related to his or her involvement in any type of business, securities or banking activity. In addition, no officer, director or key person has been threatened with civil action in any type of business, securities or banking activity.

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5.11.4 ______No Administrative Proceedings. Within the past five years no Managing Member or key person (or the parent company) has been imposed with an administrative finding, order, decree, or sanction by any government agency, administrative agency, or administrative court. In addition, no officer, director of key person has been the subject of or threatened by any pending administrative proceeding related to his or her involvement with any type of business, securities or banking activity. 5.11.5 ______No Self-Regulatory Proceedings. Within the past five years no Managing Member or key person (or the parent company) has been imposed with a sanction by any self-regulatory agency or authority related to his or her involvement with any type of business, securities or banking activity. In addition, no officer, director or key person is the subject of or threatened by any regulatory proceeding related to his or her involvement with any type of business, securities or banking activity.

THIS AGREEMENT SUPERSEDES AND REPLACES ANY AND ALL PREVIOUS AGREEMENTS.

IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT as of the date first written above.

______BY: Timothy D. Hogan, Chairman BY: Director

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EXHIBIT E: EXECUTIVE EQUITY COMPENSATION & VESTING SCHEDULE*

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ESTIMATED CASH COMPENSATION Officers Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Timothy D. Hogan - Chief Executive Officer $ 50,000 64,994 169,896 365,286 729,067 Robert Kuntz - Executive Vice President $ 50,000 64,994 169,896 365,286 729,067 Russ Weigel, III - Chief Legal Counsel $ 50,000 64,994 169,896 365,286 729,067 Charles D. Dreher - Exec. Director - Investment Policy $ 50,000 64,994 169,896 365,286 729,067 Soorena Salari - Chief Technology Officer $ 50,000 64,994 169,896 365,286 729,067 Brian Vaszily - Chief Marketing Officer $ 50,000 64,994 169,896 365,286 729,067 Jason Stelle - National Sales Manager $ 50,000 64,994 169,896 365,286 729,067 Ben Ortiz - Chief Operating Officer $ 50,000 64,994 169,896 365,286 729,067 TBD - Vice President of Businss Development $ 50,000 64,994 169,896 365,286 729,067 Executive Board Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Timothy D. Hogan - Chairman $ 25,000 64,994 169,896 365,286 729,067 Robert Kuntz - Vice Chairman $ 25,000 64,994 169,896 365,286 729,067 Russ Weigel, III - Director $ 25,000 64,994 169,896 365,286 729,067 Charles D. Dreher - Director $ 25,000 64,994 169,896 365,286 729,067 Scott McKinnon - Director $ 25,000 64,994 169,896 365,286 729,067 Brian Vaszily - Director $ 25,000 64,994 169,896 365,286 729,067 Director - TBD $ 25,000 64,994 169,896 365,286 729,067 Director - TBD $ 25,000 64,994 169,896 365,286 729,067 Director - TBD $ 25,000 64,994 169,896 365,286 729,067

ESTIMATED EQUITY COMPENSATION

Total Units Total Total Reserved for Percentage per Percentage of Year 1 - 2018 Year 2 - 2019 Year 3 - 2020 Year 4 - 2021 Year 5 - 2022 Equity Compensation - Common Mgmt. Team Mgmt. Team Co. per Mgmt. Members Member Team Member

Annual Vesting Percentage of Available Equity 50.00% 50.00% 0.00% 0.00% 0.00% Officers 3,375 3,375 - - - 6,750 25.00% 2.25% Timothy D. Hogan - Chief Executive Officer - - - - - 0 0.00% Robert Kuntz - Executive Vice President 482 482 - - - 964 3.57% 0.32% Russ Weigel, III - Chief Legal Counsel 482 482 - - - 964 3.57% 0.32% Charles D. Dreher - Exec. Director - Investment Policy 482 482 - - - 964 3.57% 0.32% Soorena Salari - Chief Technology Officer 482 482 - - - 964 3.57% 0.32% Brian Vaszily - Chief Marketing Officer 482 482 - - - 964 3.57% 0.32% Jason Stelle - National Sales Manager 482 482 - - - 964 3.57% 0.32% TBD - Vice President of Businss Development 482 482 - - - 964 3.57% 0.32% Executive Board 10,125 10,125 - - - 20,250 75.00% 6.75% Timothy D. Hogan - Chairman - - - - - 0 0.00% 0.00% Robert Kuntz - Vice Chairman - - - - - 0 0.00% 0.00% Russ Weigel, III - Director 1,446 1,446 - - - 2,893 10.71% 0.96% Charles D. Dreher - Director 1,446 1,446 - - - 2,893 10.71% 0.96% Scott McKinnon - Director 1,446 1,446 - - - 2,893 10.71% 0.96% Brian Vaszily - Director 1,446 1,446 - - - 2,893 10.71% 0.96% Director - TBD 1,446 1,446 - - - 2,893 10.71% 0.96% Director - TBD 1,446 1,446 - - - 2,893 10.71% 0.96% Director - TBD 1,446 1,446 - - - 2,893 10.71% 0.96% Totals 13,500 13,500 - - - 27,000 100.00% 9.00%

*Subject to adjustments based on pro-rated vesting period and performance. Vesting means earned but not necessarily distributed. Distributions will occur as appropriate through ESOP if and when available to avoid unnecessary taxation. The column: “Total Percentage of Co. per Mgmt. Team Member” figures are pre-IPO or sale. The pro forma financial projections illustrate common equity unit pricing based on a 100% dilution upon an IPO or Strategic sale of 33% of the company in 2019 and another sale of 33% by the end of 2022. In other words, there are 100,000 common equity units outstanding pre-sale, which another 100,000 is to be issued in 2019, which equates to 200,000, then another 100,000 units (33% fully diluted) of the 300,000 is to be sold. The illustration above is a fully diluted post-IPO sale pricing and valuation estimation of common equity units 12/31/22. The illustration in no way guarantees or warrants valuation of said equity units. 124

EXHIBIT F: INVESTMENT POLICY STATEMENT

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COMMONWEALTH CAPITAL Chicago Mercantile Exchange Building 30 South Wacker Drive 22nd Floor Chicago, IL 60606

INVESTMENT POLICY STATEMENT For Commonwealth Capital Income Fund I

I. Purpose The purpose of Commonwealth Capital’s Investment Policy Statement (IPS) is to establish guidelines for the investable assets (the Portfolio) of Commonwealth Capital Income Fund I. This document shall apply to the Investment Committee, as well as all Investment Consultants and/or Fund Managers hired to assist with the management of the Portfolio. Once the portfolio-company candidate has raised $500,000 from personal and professional investor contacts using the Financial Architect® Seed Capital Producer™, the portfolio- company candidate becomes eligible for consideration by Commonwealth Capital for the matching $500,000 Note investment from Commonwealth Capital Income Fund-I or a non- cash retainer engagement in its Corporate Finance Advisory Services to raise the larger amount of development capital (minimum $5,000,000 or a lesser amount agreed to by Commonwealth Capital) with convertible preferred equity.

II. Investment Objectives & Constraints

A. OBJECTIVES: The objectives of the Portfolio are listed below, in descending order of priority:

1. To loan seed capital to start-up and early stage companies that are willing to conduct two consecutive securities offerings as follows:

Stage One: 1-Year Note offering: Security: 1-year Senior Secured Convertible Note with preferred equity kicker as defined within the Financial Architect® Seed Capital Producer™. Amount of the Offering: $1,000,000. Commonwealth Capital Income Fund I Commitment: $500,000. Terms of the Offering: 1. Notes to be 100% first lien security against company assets - excluding reasonable accounts payable. Lien to be perfected by a security agreement, as

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provided within the Financial Architect® Seed Capital Producer™, and registered at the county level of the issuer by the issuer. 2. Notes to pay an annual interest rate determined by the 5-year U.S. Treasury Rate plus 7% at the time of Note issuance, payable monthly. 3. Notes to mature no more than 1 year from the date of the Seed Capital Convertible Notes PPM issued by the company. 4. 50% or $500,000 of the $1,000,000 1-year Note is to be sold to the entrepreneur’s personal and professional pre-existing contacts under Regulation D Rule 504 (alternatively and or under the Small Corporate Offering Registration (SCOR)); Regulation D Rule 506(b); or Regulation D Rule 506(c), in compliance with federal and state(s) securities laws, rules and regulations, first. Once the initial $500,000 offering is complete and verified by Commonwealth Capital, along with other due diligence protocols being met, the Fund will match $500,000, dollar-for-dollar, raised by the portfolio- company candidate. After passing the investment policy committee review, the candidate then becomes funded and will be a portfolio-company of the Fund. 5. Note financing closing date shall be on the day that portfolio-company candidate receives $500,000 for the purchase of the 1-year Notes from Commonwealth Capital Income Fund-I. Thereafter, the portfolio-company candidate shall be known as the portfolio company. 6. The Notes are to be convertible into the portfolio companies’ common equity to further enhance return potential. Issue Notes with a conversion into a percentage of the COMPANY’S common voting equity so that the projected IRR upon conversion is no less than 20% annually, if common equity remains privately held with full conversion.30 7. The preferred equity issued as a kicker with the Notes shall be a minimum of 10% of the subsequent preferred equity to be issued during the Stage Two preferred-equity offering. The minimum Stage Two preferred-equity offering is $5,000,000 or a lesser amount agreed to by Commonwealth Capital. Therefore, the Fund shall receive 5% or half of the equity-kicker equal to a minimum of $250,000 par value. To account for a tax deferred capital gain, the preferred equity kicker shall be issued by the issuer at cost basis of $1.00 per preferred equity unit or share. The preferred equity kicker is to be distributed, pre-preferred equity offering, and within 59-days of the closing of the Note financing.

30 IRR calculations per the CapPro™ in use within the Financial Architect® program chosen. 127

8. 50% of Note principal to be paid equally to all Note-holders once the company has raised $2,000,000 in equity from Stage Two preferred equity offering, irrespective of time acquired. 9. 50% of Note principal balance to be paid equally to all Note-holders once the company has raised $3,000,000 in equity from the Stage Two preferred equity offering, irrespective of time acquired. Once the candidate becomes a portfolio-company, it must engage in a subsequent securities offering of at least $5,000,000 (or a lesser amount agreed to by Commonwealth Capital) in preferred equity, within 60 days.

The portfolio-company is to use the Financial Architect System’s Development Capital Producer™ with the following provisions:

Stage Two: Preferred Equity Offering: Security: Participating Convertible Cumulative Callable Preferred Equity as defined within the Financial Architect® Development Capital Producer™.

a) The preferred equity is to provide substantial cash flow from two types of dividends: a stated cumulative dividend that is to be paid (or accrued) irrespective of profitability and a participating cumulative dividend that “participates” in a percentage of net profits. i. Issue preferred equity with a cumulative stated dividend rate of no less than the rate determined by the 5-year U.S. Treasury Rate plus 7% at the time of preferred equity issuance (cash distribution), paid quarterly— within 15 days of the end of the fiscal quarter. ii. Issue preferred equity with a cumulative participation dividend (cash distribution), paid annually— within 60-days of the end of the fiscal year, with a participation percentage rate sufficient so that the projected IRR is no less than 20% annually, if preferred equity remains privately held with no conversion. b) The preferred equity shall replace and carry the first lien on assets for a period of 5-years to reduce financial risk. c) The preferred equity is to be convertible into the portfolio companies’ common equity to further enhance return potential. i. Issue preferred equity with a conversion into a percentage of the COMPANY’S common voting equity so that the projected IRR upon conversion is no less than 20% annually, if the COMPANY’S common equity remains privately held with full conversion.

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d) The preferred equity is to be callable to enable the portfolio companies’ to re- finance with debt, the less expensive form of capital, to further enhance return potential. i. Issue preferred equity with a Call-Protection period that extends so that the projected IRR upon conversion is no less than 20% annually, if the COMPANY’S common equity remains privately held and the preferred equity is called. IMPORTANT NOTE: All IRR calculations are easily accomplished simultaneously with the CapPro™ within the Financial Architect® program chosen.

2. To provide its Corporate Finance Advisory Services at no cash cost to the issue as follows: a. Portfolio-company is willing to issue a minimum $5,000,000 (or a lesser amount agreed to by Commonwealth Capital) in convertible preferred equity securities with attributes mutually agreeable between the portfolio company and Commonwealth Capital, the “Parties.” b. Portfolio-company is willing to execute and abide by the appropriate Corporate Finance Advisory Services (CFAS) Agreement for the Fund, as follows:

i. CFAS for Operating Companies.

ii. CFAS for Fund Mgmt. Co.s

iii. CFAS for Funds.

B. CONSTRAINTS: The Portfolio is also subject to the following constraints:

1. The Portfolio shall only invest in U.S. based companies. 2. The Portfolio shall only invest in companies that management believes can conduct two consecutive securities offerings in compliance with federal and states(s) securities laws, rules and regulations. 3. The Portfolio shall only invest in companies that project a breakeven point by year 3 in their pro forma financial projections. 4. The Portfolio shall only invest in companies that agree to the following: i. Fiscal Year: Unless otherwise agreed to in writing by Commonwealth Capital, the fiscal year and fiscal quarters for portfolio-company shall be based on a normal calendar year. ii. Accounting: During the period of Note holding, the books and records of the portfolio- company shall be compiled by a certified public accounting firm and audited once the Stage Two financing has closed. Annual, as well as quarterly financial statements are to be sent to Commonwealth Capital within 30 days of the close of each period.

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iii. Corporate Governance: Portfolio-company shall hold normal annual shareholders’ meetings, which will include preferred equity holders. Commonwealth Capital does not request a board of DIRECTORS (corp.) seat or managing member (LLC) position.

C. Description of Responsibilities A. The responsibilities of each party involved in managing the portfolio are defined below: 1. Investment Committee: Each Investment Committee Member shall attend monthly portfolio meetings through online video conferencing or as otherwise specified by Commonwealth Capital. The Investment Committee shall provide written investment instructions to the Fund Manager, who shall implement the instructions.

2. Fund Manager: Fund Manager shall follow the written directives of the Investment Committee.

3. Fund Manager: Fund Manager shall manage Fund Manager’s department within the budgets as established by Commonwealth, and in relative concert with the pro forma financial projections, as amended from time-to-time by Commonwealth.

D. Fiduciary Duty

A. In seeking to attain the investment objectives set forth in the Investment Policy Statement, the Prudent Investor Rule shall apply, which states that the Investment Committee is under a duty to Commonwealth Capital Income Fund I to invest and manage the Portfolio as a prudent investor would, as described below:

1. The exercise of reasonable care, skill, and caution that is applied to investments not in isolation but in the context of the Portfolio and as part of an overall investment strategy, which should incorporate risk and return objectives reasonably suited to the Portfolio.

2. In making and implementing investment decisions, the Investment Committee, directed through the Fund Manager, has a duty to diversify the Portfolio unless, under the circumstances, it is prudent not to do so.

3. In addition, the Investment Committee must:

a. Conform to fundamental fiduciary duties of loyalty and impartiality;

b. Act with prudence in deciding whether and how to delegate authority and in the selection and supervision of agents (i.e. Investment Consultants and/or Fund Manager(s));

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c. Incur only costs that are reasonable in amount and appropriate to the management of the Portfolio and in relative concert with the budgets within the pro forma financial projections, as amended, by Management of Commonwealth Capital.

B. The Prudent Investor Rule is based on the following five basic principles:

1. Sound diversification is fundamental to risk management and is therefore ordinarily required of the Investment Committee;

2. Risk and return are so directly related that the Investment Committee has a duty to analyze and make conscious decisions concerning the levels of risk appropriate to the purposes, distribution requirements, and other circumstances of the Portfolio;

3. The Investment Committee has a duty to avoid fees, transaction costs, and other expenses that are not justified by needs and realistic objectives of the Portfolio;

4. The fiduciary duty of impartiality requires a balancing of the elements of return between production of income and the protection of investment principal;

5. The Investment Committee has the duty and the authority to delegate as prudent investors would.

E. Conflicts of Interest

A. Any person or organization involved in the oversight or management of the Portfolio (a Covered Party) should adhere to the following guidelines regarding conflicts of interest:

1. No person on the Investment Committee, including the Fund Manager, shall have a direct or indirect ownership interest in any portfolio-company candidate prior to funding. i. Direct interest shall be constituted by an ownership interest in a portfolio- company or portfolio-company candidate by an Investment Committee Member (or intimate or extended family members) or trust on their behalf. ii. Indirect interest shall be constituted by an ownership interest in another entity that has an ownership interest in a portfolio-company or portfolio- company candidate by an Investment Committee Member’s (or intimate or extended family members) or trust on their behalf.

F. Investment Philosophy

A. The basic tenets upon which the Investment Policy Statement is based include the following: 1. Return of investment (Note) principal within 1 year of investment;

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2. Obtain preferred equity kicker from portfolio-company; 3. Introduce portfolio-company to broker dealers to further the success of achieving Stage Two preferred equity offering; 4. Direct, through securities offering document templates in The Financial Architect System™, broker dealer marketing support, internal controls, and corporate governance.

G. Asset Allocation Guidelines

A. The Portfolio’s asset allocation strategy, including permissible asset classes and applicable guidelines, is described below.

1. Strategic Asset Allocation: Strategic Asset Allocation based on expected returns, volatility, and the unique risk of each portfolio-company and candidate. There is no allocation based on any specific criteria or need of any individual investor in the Fund.

2. Tactical Asset Allocation: Tactical Asset Allocation: Strategic Asset Allocation based on expected returns, volatility, and the unique risk of each portfolio-company and candidate. There is no allocation based on any specific criteria or need of any individual investor in the Fund.

3. Asset Class Constraints: The weighting of each asset class shall be constrained within +/- 20 % of the Strategic Asset Allocation targets. This constraint serves as a trigger to rebalance the portfolio, as well as a constraint within which tactical shifts to the portfolio must remain.

4. Rebalancing: A rebalancing of the portfolio shall take place if the weighting of any asset class is outside of the Asset Class Constraints, annually or when prudent. A rebalancing of the portfolio should bring the weightings of each asset class listed above back in line with its Strategic Asset Allocation target, unless there has been a tactical change within an asset class, for which the rebalancing shall bring the weighting back to the target Tactical Asset Allocation for that asset class. Various costs of rebalancing will be considered prior to rebalancing the entire portfolio.

H. Asset Class Definitions

A. U.S. Fixed Income: Non-Investment Grade Debt

1. Eligible Securities: i. 1-year Senior Secured Notes or 1st Mortgage Notes with preferred equity kickers of the issuing entity, i.e. the portfolio-company.

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2. Excluded Investments: i. Debt in mineral extraction companies – as they are not eligible for Regulation D Rule 504 or SCOR exemption from registration. ii. Any company involved in improper use of media, film, press or otherwise determined by the Investment Policy Committee. Improper use would include but not necessarily be limited to: pornography, political propaganda, etc.

I. Monitoring Portfolio Investments & Performance

A. The portfolio-company shall prepare an annual report and quarterly performance reports, which should include the COMPANY’S financial performance, with the appropriate financial statements compiled by a CPA firm, and securities compliance report addressing all applicable guidelines defined in the Investment Policy Statement and prepared by portfolio-COMPANY’S securities lawyer.

A. Fund Manager(s) may be terminated for any of the following reasons: i. Collusion with any portfolio-company that is in conflict with any of the provisions of the Investment Policy Statement; ii. Breach of any provision within this Investment Policy Statement. iii. Breach of any provision within the Executive Compensation Agreement in regard to portfolio-company confidentially.

J. Investment Policy Statement Review

A. Any of the following shall trigger a review of the Investment Policy Statement:

1. A change to the Fund’s Investment Objectives.

2. In the absence of any change to the Fund’s Investment Objectives, the Investment Policy Statement shall be reviewed by the Investment Policy Committee annually.

END OF INVESTMENT POLICY STATEMENT

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EXHIBIT G: SPROCKET OPERATING AGREEMENT

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OPERATING AGREEMENT OF SPROCKET NETWORK, LLC A Michigan Limited Liability Company

This Operating Agreement is made September 9th, 2016, by and among the following:

Timothy D. Hogan Robert Kuntz who are referred to individually as the “Member” and collectively as the “Members” of Sprocket Network, LLC a limited liability company (the “Company”).

This Operating Agreement (the “Agreement”) is intended to govern the relationship among the Members, Class A and Class B, of this Company and between the Company and the Members, pursuant to the Michigan Limited Liability Company Act, as amended from time to time (the “Act”).

THEREFORE, in consideration of their mutual promises, covenants, and agreements set forth below, the parties agree as follows:

Article 1 TERM, PRINCIPAL PLACE OF BUSINESS, REGISTERED AGENT, AND PERMITTED BUSINESS

1.1 Name. The name of the Company is SPROCKET NETWORK, LLC

1.2 Organization. The Members have authorized the formation of the Company as a(n) Michigan Limited Liability Company pursuant to the Act and have filed Articles of Organization (the “Articles”) with the Michigan Secretary of State.

1.3 Principal Place of Business. The principal office of the Company is located at 30 South Wacker Dr. 22nd. Floor Chicago, IL 60606. The Company may locate its principal office, its place of business, and its registered office at any other place or places as the Members may from time to time deem advisable.

1.4 Registered Agent. The name of the registered agent for the Company is Timothy D. Hogan (the “Agent”) whose address is: 1400 N. Lake Shore Dr. Suite 8-N Chicago, IL 60610 for Illinois and 122 E. Summit Harbor Springs, MI 49740 for Michigan. The Managing Members may, from time to time, change the Agent by filing appropriate documents with the Michigan Secretary of State. If the registered agent ceases or fails to act, the Managing Member(s) shall designate a replacement Agent. The Managing Members shall file with the Michigan Secretary of State the documents required by the Act with respect to any change of the Agent of his address.

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1.5 Term. The term of the Company shall begin on the date that the Articles of Organization are filed with the Department and become effective under the Act, and shall continue perpetually unless its existence is sooner terminated pursuant to Article 11 of this Agreement.

1.6 Purposes. The purpose of the Company shall be for general purposes, and the Company shall have full power and authority to take all actions and do all things, which may be necessary, convenient, useful, or incidental thereto or therefore.

1.7 Definitions.

(a) “Act”. The term “Act” means the laws of the State of Michigan pertaining to the formation, organization and operation of a limited liability company, as amended from time to time.

(b) “Affiliate”. The term “Affiliate” means any person controlling or controlled by or under common control with the Company, including, without limitation (i) a Unit- holder, partner, member, officer, director, or employee of the Company or any affiliate of the Company; (ii) a customer, supplier or other person who derives more than ten percent of its purchases or revenues from its activities with the Company or any affiliate of the Company, (iii) a person or other entity controlling or under common control with any such Unit-holder, partner, member, officer, director, employee, customer, supplier or other person; and (iv) a member of the immediate family of any such Unit-holder, partner, member, officer, director, employee, customer, supplier or other person.

(c) “Agent”. The term “Agent” shall mean the agent designated by the Company from time to time for service of process pursuant to Michigan law.

(d) “Agreement”. The term “Agreement” means this Operating Agreement as amended from time to time.

(e) “Articles of Organization” or “Articles”. The “Articles of Organization” or “Articles” are those Articles of the Company as properly adopted and amended from time to time by the Members and filed with the Michigan Secretary of State pursuant to the Act.

(f) “Bankrupt Member”. A “Bankrupt Member” is one who: (i) has become the subject of a decree or order for relief under any bankruptcy, insolvency, or similar law affecting creditors’ rights now existing or hereafter in effect; or (ii) has initiated, either in an original proceeding or by way of answer in any state

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insolvency or receivership proceeding, an action for liquidation, arrangement, composition, readjustment, dissolution, or similar relief.

(g) “Capital Account”. The term “Capital Account” means the amount of cash and fair market value of services or property that a Member has contributed to the Company as Capital Contributions pursuant to Article 5.3 hereof. (h) “Capital Contribution”. A “Capital Contribution” is any contribution of cash, property or services to Company made by or on behalf of a Member pursuant to Article 5 hereof.

(i) “Control”. Control when used with respect to any specified person, means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies, or activities of a person or entity, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

(j) “Fiscal Year”. The COMPANY’S Fiscal Year is its taxable year.

(k) “Majority Vote”. A “majority vote” of the Members shall mean that the Member or Members holding collectively more than one half (1/2) of the outstanding Common Class A Voting Membership Units have given their approval to a proposal. Super-Majority means two thirds or sixty seven (67%) percent of the outstanding Common Class A Voting Membership Units have given their approval to a proposal.

(l) “Member”. A Member is a Class A voting Member unless otherwise designated as other.

(m) “Class A Voting Member”. A “Class A Voting Member” is any person who has signed this agreement as a “Class A Voting Member”.

(n) “Class B Non-voting Member”. A “Class B Non-voting Member” is any person who has signed this agreement or a subscription agreement as the designated agreement as a “Class B Non-voting Member”, also known as a Preferred Member.

(o) “Convertible Bridge Note-holder”. Any person who has signed a subscription agreement as the designated agreement and purchased a Convertible Bridge Note to become a non-equity holder of a note issued to provide seed capital to the company.

(o) “Person”. A “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including

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any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

Article 2 ACCOUNTING AND RECORDS

2.1 Records to be Maintained. The Company shall maintain the following records at its principal office:

(a) A current list of the full names, in alphabetical order, and last known business or residence address of each Member;

(b) Copies of the Articles of Organization, all amendments thereto, and executed copies of any powers of attorney pursuant to which the Articles or the amendments have been executed;

(c) Copies of this Agreement, all amendments hereto, and executed copies of any powers of attorney pursuant to which this Agreement and such amendments have been executed;

(d) Copies of the COMPANY’S federal, state, and local income tax returns and reports, for the three (3) most recent years, unless a greater time is required by Michigan law;

(e) Copies of any financial statements of the Company for the three (3) most recent years, unless a greater time is required by Michigan law; and

(f) Any other agreements or documents required by the Act or this Agreement, pursuant to Michigan law;

2.2 Accounts. The Company shall maintain at its principal office appropriate books and records, kept in accordance with generally accepted accounting principles, and a record of the Capital Account for each Member in accordance with Article 5 of this Agreement. Each Member or its authorized representative(s) shall have the right to inspect and copy (at such Member's own expense) any books, records, and financial reports of the Company during normal business hours for a legitimate purpose reasonably related to the Member's membership interest in the Company.

2.3 Separateness Covenants. In order to preserve and ensure its separate and distinct identity, in addition to the other provisions set forth in this Operating Agreement, the Company shall conduct its affairs in accordance with the following provisions:

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(a) The Company shall establish and maintain separate space office through which its business shall be conducted, or if office space is shared, shall allocate fairly and reasonably any overhead for shared office space.

(b) The Company shall maintain books and records separately from those of any other person or entity.

(c) The COMPANY’S members shall hold appropriate meetings (or act by unanimous consent) to authorize all appropriate limited liability company actions, and in authorizing such actions, shall observe all formalities required by its Operating Agreement, these Articles, and applicable law.

(d) The Company shall not commingle its assets with those of any other entity and shall maintain its assets in a manner such that they are separately readily identifiable.

(e) the Company shall maintain separate financial statements.

(f) The Company shall pay its own liabilities out of its own funds, including salaries of any employees.

(g) The Company shall maintain an arm’s length relationship with its affiliates.

(h) The Company may guarantee or become obligated for the debts of any other entity, or hold out its credit as being available to satisfy the obligations of others.

(i) The Company may pledge its assets for the benefit of any other entity.

(j) The Company may consensually merge or consolidate with any other entity.

(k) The Company shall hold itself out as a separate entity and conduct its own business in its own name.

(l) The Company may not incur secured debt from financial institutions or outside investors. Other than short-term loans by its principals to maintain operations in the event of cash flow shortages, the company may not be capitalized with debt.

Exclusively for purpose of this Article 2.3, the following terms shall have the following meanings: “affiliate” means any person controlling or controlled by or under common control with the Company including, without limitation (I) any person who has a familial relationship, by blood, marriage or otherwise with any member or employee of the Company, or any affiliate thereof and (ii) any person which receives compensation for administrative, legal or accounting services from this Company, or any affiliate. For purposes of this definition, “control” when

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used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

Article 3 MANAGEMENT OF THE COMPANY

3.1 Management by Managers. As provided in the Articles, management of the business and affairs of the Company is vested in the Managers.

3.2 Action by the Company. The Company shall be managed by its Managers, and the Company may act only by or under the authority of its Managers, as follows:

Each Member agrees that action on behalf of the Company shall be taken only if:

(a) Such action is approved or authorized, generally or specifically, by a resolution, vote, consent or other action of the Members taken in accordance with the procedures described in this Agreement; or

(b) Such action is taken pursuant to authority delegated pursuant to Article 3.3.

Recognizing that each Member has potential apparent authority to bind the Company, each Member agrees as a matter of contract not to exercise that authority or so bind the Company absent actual authority or permission existing or obtained pursuant to this Article 4. Any Member violating the preceding sentence shall be liable for, and shall indemnify the Company and the other Members against, any damages or expenses resulting from such violation.

3.3 Delegation of Certain Management Authority. The Members may delegate to a subcommittee of Members, one or more designated Members, one or more officers of the Company, or one or more employees of the Company any management responsibility or authority. The Members may create such offices, appoint such officers and delegate thereto such responsibility or authority as the Members determine to be appropriate. Commonwealth Capital, LLC shall serve as the designated financial, tax, legal and administrative Managing Member of Sprocket Network, LLC. Commonwealth Capital’s designated manager, the CEO, shall be responsible for the protocol to duly perform as the

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financial, tax, legal and administrative Managing Member “Administrative Manager” of Sprocket Network, LLC. Robert Kuntz shall serve as the designated CEO of Sprocket Network, LLC, as well as Information Technology, Vice President - Business Development of Commonwealth Capital, LLC. This designation will encompass customer service and support for the purpose of selling products and services of either Commonwealth Capital, Sprocket Network or by a third party but only if so approved by both Managing Members.

3.4 Action by the Members. The Members may act by vote, resolution or other action approved or adopted at a meeting held in accordance with this Article 3.4, by a written consent signed in accordance with this Article 3.4 or by written agreement of the holder(s) of the requisite number of Units. Rules for the conduct at meetings of the Members and for action by written consent of the Members follow:

(a) Annual Meetings. Annual meetings of the Members shall be held on the first day of January each year, at the Principal Office of the Company, or on such other date or at such other place as may be designated by a Super-Majority in Interest of the Members.

(b) Special Meetings. Special meetings of the Members may be held on any day, when called by Members who hold at least 51% percent of all units outstanding and entitled to vote at the special meeting. Special meetings are only allowed to compel the managing member of designated duties to provide documentation or other materials proving performance of said duties. If said duties are not being performed by the designated managing member, or if requested documentation is not produced within 60 days of the request, then those duties can be assigned to another managing member by a simple majority vote of Members. Upon request in writing delivered either in person or by certified mail, return receipt requested, by any Members entitled to call a meeting of Members, the authorized initiating Member will promptly give notice to all members entitled to notice of the upcoming meeting.

If notice is not given within seven days after the delivery or mailing of the request, the person or persons calling the meeting may fix the time of the meeting and give notice of it in the manner provided by law or by this Operating Agreement, or may cause notice to be given by any designated representative. Each special meeting will be called to convene between 8:00 a.m. and 6:00 p.m., and will be held at the principal office of the Company.

(c) Notice of Meetings of the Members. The Company shall deliver or mail written notice stating the date, time, and place of any Members’ meeting and, in the case of a special Members’ meeting or when otherwise required by law, a description of the purposes for which the meeting is called, to each Member of record entitled to vote at the

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meeting, at such address as appears in the records of the Company and at least two, but no more than 30, days before the date of the meeting.

(d) Waiver of Notice. A Member may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company for inclusion in the minutes. A Member's attendance at any meeting, in person or by proxy (i) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

(e) Voting by Proxy. A Member may appoint a proxy to vote or otherwise act for the Member at a meeting pursuant to a written appointment form executed by the Member or the Member's duly authorized attorney-in-fact, provided that the appointment form is submitted to the Company for inclusion in the Company records. The general proxy of a fiduciary is given the same effect as the general proxy of any other Member.

(f) Presence. Any or all Members may participate in any annual or special Members’ meeting by, or through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting. A Member so participating is deemed to be present in person at the meeting.

(g) Conduct of Meetings. At any Members’ meeting, a Majority in Interest of the Members shall preside or appoint a person to preside at the meeting and shall appoint a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting which shall be placed in the minute books of the Company.

(h) Quorum; Approval. The presence of a Super-Majority in Interest of the Members at annual meetings (or Simple Majority for special meetings) is necessary for a quorum, unless approval of any action to be taken is required from all the Members, in which case the presence of all the Members is necessary for a quorum. Any action proposed to be taken by the Members shall be approved upon the affirmative vote of a Majority in Interest of the Members, unless approval by all the Members is required by the Articles, this Agreement or the Act.

(i) Action by Written Consent. Any action required or permitted to be taken by the Members at a meeting may be taken without a meeting if the action is committed to writing and is signed by Members having aggregate Percentage Interests sufficient to approve the action if it were taken at a meeting of the Members. Notice of the written action must be promptly given to any Member whose signature does not appear on the document.

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3.5 Certain Matters Requiring Super-Majority Approval of Members. Notwithstanding the provisions set forth in Article 3.2, above, and in addition to other matters that require the unanimous approval of the Members under the terms of this Agreement, each of the following actions shall require the approval of all of the Members:

(a) any sale, lease, exchange, transfer, pledge or other disposition of any business of the Company or all or substantially all of the assets of the Company;

(b) the (i) commencement of a voluntary case under any Debtor Relief Law now or hereafter in effect, (ii) consent to the entry of any order for relief in an involuntary case under any Debtor Relief Law, (iii) consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrate (or similar official) of the Company or of any substantial part of the property of the Company, (iv) making by the Company of a general assignment for the benefit of creditors, or (v) making of any other arrangement or composition with creditors generally to modify the terms of payment of or otherwise restructure their obligations;

(c) any consolidation, merger, Unit exchange or amalgamation with, or the acquisition of any interest in, any other Person or its assets, other than acquisitions of goods and services in the ordinary course of business;

(d) the entering into of any transaction, including, without limitation, any purchase, sale, lease or exchange of property, or the rendering of any service, with any Affiliate of any Member; and

(e) any material modification, change or amendment to any agreement or arrangement which is the subject of the matters referred to in any provision of this Article 3.5.

3.6 Action by Remaining Members. Whenever in this Agreement or the Act provide for or require approval or other action by the remaining Members, or a Majority in Interest of the remaining Members (i.e., those Members, or a majority in Interest of those Members, other than the Member in question), the approval or other action of the remaining Members, or a majority in Interest of those Members, may be obtained or taken by written agreement thereof.

3.7 Waiver of Partition. Each Member on behalf of such Member, its successors and its assigns, hereby waives any rights to have any Company property partitioned.

3.8 Liability. No Member shall be liable for the debts, obligations or liabilities of the Company by reason of being a Member of the Company.

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Article 4 MEMBERS

4.1 Liability of Members. No Member or Preferred Member shall be liable as such for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members or Preferred Member for liabilities of the Company.

4.2 Conflicts of Interest. Each Member or Preferred Member may have other business interests and may engage in any other business, trade, or employment and shall not be obligated to devote more time and attention to the conduct of the business of the Company than shall be required for the supervision of the ownership, operation, and management of the COMPANY’S business and property. Neither the Company nor any Member shall have any right by virtue of this Agreement to share or participate in such other transactions.

No transaction with the Company shall be void or voidable solely because a Member or Preferred Member has a direct or indirect interest therein, so long as the material facts of the transaction and the Member's or Preferred Member’s interest in the transaction are disclosed to all Members.

4.3 Indemnification of Members. The COMPANY’S obligation to indemnify its Members and or Preferred Member shall be fully subordinated to any obligations respecting the Property and shall not constitute a claim against the Company in the event that cash flow in excess of amounts required to pay holders of any debt pertaining to the Property is insufficient to pay such obligations.

4.4 Form of Certificates. Each holder of units or Units will be entitled to one or more certificates, signed by the authorized Member, which will set forth the number of units or Units held by him or her in the Company. However, no certificate for units or Units will be issued until it is fully paid. The absence or loss or destruction of a certificate will not affect a Member's rights.

4.5 Transfer of Units or Units. Subject to the laws of Michigan and the terms of this Agreement, units or Units of the Company will be transferable upon the books of the Company by a Member by surrendering his or her certificate(s) with a properly executed assignment and with proof of the authenticity of the signatures to the assignment as the Company may reasonably require. The transferee or assignee must not be a Member and will have no right to participate in the management of the Company unless and until the Members unanimously approve the transfer or assignment in writing or at a properly-

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convened Members’ meeting. No transfer or assignment will be approved until the prospective Member has agreed, in writing, to be bound by all terms of this Operating Agreement, as amended to that date.

4.6 Lost, Stolen or Destroyed Certificates. The Company may issue a new certificate for units or Units in place of any certificate alleged to have been lost, stolen or destroyed. The Authorized Member may, in his or her discretion, require the posting of a bond containing any terms required by the Authorized Member to protect the Company or any person injured by the execution and delivery of a new certificate.

Article 5 CONTRIBUTIONS

5.1 Initial Contributions. Each Member shall make the capital contribution in the amount set forth opposite the Member's name on the attached Exhibit “A.”

5.2 Additional Contributions. No Member shall be obligated to make additional contributions.

5.3 Capital Accounts. A separate capital account (“Capital Account”) will be maintained for each Member in accordance with Article 704(b) of the Internal Revenue Code, applicable Treasury Regulations or as otherwise stipulated within the preferred unit indenture incompliance with referenced regulations.

1.4 Each Member's Capital Account will be increased by (a) the amount of money contributed by such Member to the Company; (b) the fair market value of property contributed by such Member to the Company (net of liability secured by such contributed property that the Company is considered to assume or take subject to under Article 752 of the Internal Revenue Code); (c) allocations to such Member of Company income and gains; and (d) allocations to such Member of income described in Article 705(a)(1) and (b) of the Internal Revenue Code or as otherwise stipulated within the preferred unit indenture incompliance with referenced regulations.

5.5 Each Member’s Capital Account will be decreased by (a) the amount of money distributed to such Member by the Company; (b) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that the Member is considered to assume or take subject to under Article 752 of the Internal Revenue Code); (c) allocations to such Member of expenditures described in Article 705(a)(2) and (b) of the Internal Revenue Code; and (d) allocations to the account of such Member of Company loss and deductions as set forth in such Treasury Regulations, taking into account adjustments to reflect book value or as otherwise stipulated within the preferred unit indenture incompliance with referenced regulations.

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5.6 The manner in which the Capital Accounts are to be maintained pursuant to this Article 5 is intended to comply with the requirements of Internal Revenue Code Article 704(b) and the Treasury Regulations promulgated there under. If the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Article 5.3 should be modified in order to comply with Internal Revenue Code Article 704(b) and the Treasury Regulations thereunder, then, notwithstanding anything to the contrary contained in the preceding provisions of this Article 5.3, the Members may alter the method in which Capital Accounts are maintained, and this Agreement shall be amended to reflect any such change in the manner in which Capital Accounts are maintained; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

5.7 Capital Accounts shall not bear interest.

Article 6 ALLOCATIONS AND DISTRIBUTIONS

6.1 Class A Membership Units. The Company shall consist of 100,000 units of Class A membership interest (“Membership Units”). Each Member shall initially have those Units set forth opposite the Member's name on Exhibit A. Each Member is entitled to one vote per Membership Unit owned.

6.2 Class B Membership Units. The Company shall consist of 50,000 units of Class B non- voting preferred membership interest (“Preferred Membership Units”). Each Preferred Member shall initially have those Preferred Units set forth opposite the Preferred Member’s name on Exhibit A of this Operating Agreement. Each Preferred Member is not entitled to a vote on the general affairs of the company, but only in reference to any changes of the preferred membership only by unanimous vote of the preferred membership and by majority vote, of the common class A voting members.

6.3 Allocation of Taxable Items. The determination of each Member's distributive Unit of all tax-related items, including income, gain, loss, deduction, credit, or allowance of the Company, for any period or year shall be made in accordance with, and in proportion to, such Member's proportion of Membership Units to the total number of Membership Units. The determination of each Preferred Member's distributive Unit of all tax-related items, including income, gain, loss, deduction, credit, or allowance of the Company, for any period or year shall be made in accordance with, and in proportion to, such Preferred Member's proportion of Preferred Membership Units to the total number of Membership Units and the Net Income Participation allowance as per the Offering of said Preferred Membership Units.

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6.4 Distributions. Distributions may be declared on an annual basis by the Managers based on Membership and Preferred Membership Units. Distributions in anticipation of an event of dissolution or subsequent to an event of dissolution shall be made as provided in Article 11. All other distributions shall be allocated in proportion to Membership Units or as otherwise stated in the indenture of the of the preferred membership units.

Article 7 DISTRIBUTIONS IN KIND

Regardless of the nature of a Member's contribution, no Member has the right to demand and receive any distribution from the Company in any form other than cash.

Article 8 MEMBERSHIP INTEREST AND MEMBERSHIP RIGHTS OF A DECEASED, INCOMPETENT, OR DISSOLVED MEMBER

If a Member who is an individual dies, is adjudicated by a court of competent jurisdiction to be incompetent to manage his person or property, the Member's executor, administrator, guardian, conservator, or other legal representative may receive the benefits of the Member's Membership Interest for the purpose of administering the Member's property. If the Member is a corporation, trust, partnership, limited liability company, or other entity and is dissolved or terminated, the powers of that Member may be exercised by its legal representative or successor.

Article 9 TAXES

Tax Matters Member. Commonwealth Capital, LLC shall serve as the “tax matters partner” of the Company pursuant to Article 6231(a)(7) of the Internal Revenue Code.

Article 10 DISSOCIATION OF A MEMBER

10.1 Dissociation. A person ceases to be a Member upon the happening of any of the following events of withdrawal:

(a) The expulsion of a Member pursuant to Article 10.2 of this Agreement, below;

(b) The Member assigns its interest to a non-Member transferee;

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(d) In the case of a Member who is a natural person, the adjudication of incompetency of the Member;

(e) The dissolution and winding up of a Member which is a limited liability company, a partnership, a limited partnership, or a partnership with limited liability; the filing of a certificate of dissolution (or its equivalent) for a corporation if the Member is a corporation; the revocation of the charter, the articles, or other authority by which an entity exists under the law of the jurisdiction where the entity was formed or exists, if the Member is not a natural person; or the termination or lapse of the existence of an entity by any other means if the Member is not a natural person;

(f) In the case of a Member acting as a Member by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); or

(g) In the case of a Member that is an estate, the settling of the estate.

10.2 Expulsion of a Member. A Member may be expelled from the Company if such Member commits a breach of a material provision of this Agreement, which breach is not cured within thirty (30) days of notice thereof.

10.3 Rights of Dissociating Member. Except for disassociation as a result of the assignment of interest pursuant to Article 10.1(b) above, if any Member dissociates prior to the dissolution and winding up of the Company, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member, except that any Distributions to which the Member would have been entitled shall be reduced by the damages sustained by the Company as a result of the dissolution and winding up.

Article 11 DISSOLUTION AND WINDING UP

11.1 Dissolution. Pursuant to the Act, the following events shall cause dissolution of the Company:

(a) Expiration of the term of existence of the Company as set forth in the Articles and/or Article 1.5 of this Agreement, unless the business of the Company is continued with the written consent of a Majority-in-interest of the remaining Members;

(b) Unanimous written consent of the Members;

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(d) Any other event which is required to cause dissolution under the Act.

Except as provided in Article 11.4 of this Agreement, below, as soon as possible following the occurrence of any of the events specified in this Article 11.1 which effect the dissolution of the Company, an appropriate representative of the Company shall execute and file with the Secretary of State of Michigan a certificate of dissolution containing the information required by the Act.

Notwithstanding the foregoing, to the extent permissible under applicable federal and state tax law, the vote of a majority-in-interest of the remaining members shall be sufficient to continue the life of the Company.

11.2 Continuance of Company Following Dissociation. Except for disassociation as a result of the assignment of interest pursuant to Article 10.1(b), above, upon the Dissociation of a Member, if a Majority-in-interest of the remaining Members elect under 11.1(c) to continue the business of the Company, then the Dissociated Member’s Units may be purchased by the remaining Members in proportion to their percentage of their Member Units or in such other proportions as they may unanimously determine. If a dissociation occurs as a result of the transfer of the Member’s ownership interest in the Company pursuant to Article 11.1(b), above, that Member shall, upon the purchase of his ownership interests and notwithstanding any other provision of this Agreement, have no further rights or interests in the Company or the operation of the same under this Agreement.

11.3 Purchase Price. The price to be paid for such dissociated Member’s Units hereunder (and, as is stated above, except for disassociation as a result of the assignment or transfer of ownership interest pursuant to Article 10.1(b), above) may be determined by the unanimous consent of the remaining Members and the dissociated Member or his legal representative, if unanimous consent cannot be achieved, then the price to be paid for such dissociated Member’s Units hereunder shall equal the capital account balance of such dissociated Member’s interest as of the last day of the month (“valuation date”) immediately prior to the date of the event of dissociation, adjusted by the difference between the fair market value and net book value of any real estate owned by the Company. The Fair Market Value of any real estate owned by the Company shall be determined by appraisal in accordance with the following procedure:

(a) The dissociated Member or his legal representative and the remaining Members, collectively, shall each appoint an independent appraiser, each of whose shall independently determine the fair market value of the real estate in writing. Each party shall pay the fees of its appraiser.

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(b) If there is not more than a five percent (5%) variance between the appraised values determined under sub paragraph (a) above, the average of the two values shall be the fair market value of the real estate.

(c) If there is more than a five percent (5%) variance between the appraised value determined under Sub paragraph (a) above, the appraisers appointed by the parties shall select another independent appraiser who shall proceed to appraise the real estate in writing. The parties hereto shall Unit the cost of the third appraiser equally. The three (3) appraised values shall then be compared and the two (2) values bearing the closest monetary relationship to one another shall be averaged. The resulting amount shall be the fair market value of the real estate. If the third appraiser’s value is exactly, to the penny, in between the first two (2) appraised values, then the third appraiser’s value shall be the fair market value of the real estate.

(d) All appraisers appointed hereunder shall be required to be members of the Appraisal Institute (an M.A.I.) or the Society of Real Estate Appraisers (S.R.E.A.).

11.4 Payment of Purchase Price. The purchase price due from each remaining Member shall be paid by such remaining Member to the dissociated Member or the dissociated Member’s legal representative as determined by the Executive Board.

11.5 Winding Up. Upon an event of dissolution without agreement to continue the existence of the Company pursuant to Article 11.1(a) or 11.1(c), the Members shall wind up all of the COMPANY’S affairs and proceed to liquidate all of the COMPANY’S assets as promptly as is consistent with obtaining their fair value; provided, however, that the Company may continue its business operations for a period of up to six (6) months while searching for one or more suitable buyers in order to preserve the value of the Company as a going concern and in order to produce revenues. No Member shall be ineligible to purchase any part or all of the assets of the Company solely due to such person's status as a Member.

Upon liquidation the COMPANY’S property and cash shall be distributed as follows:

(a) First, to the creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company;

(b) Second, to Preferred Members (including withdrawing Preferred Members, if applicable) in accordance with positive Capital Account balances taking into account all Capital Account adjustments for the COMPANY’S taxable year in which the liquidation occurs. Liquidation proceeds shall be paid within 60 days of the end of the COMPANY’S taxable year or, if later, within 90 days after the

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date of liquidation. Such Distributions shall be in cash or property (which need not be distributed proportionately) or partly in both, as determined by the Members.

(c) Third, to Members (including withdrawing Members, if applicable) in accordance with positive Capital Account balances taking into account all Capital Account adjustments for the COMPANY’S taxable year in which the liquidation occurs. Liquidation proceeds shall be paid within 60 days of the end of the COMPANY’S taxable year or, if later, within 90 days after the date of liquidation. Such Distributions shall be in cash or property (which need not be distributed proportionately) or partly in both, as determined by the Members.

The winding up of the Company shall be completed when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefore has been made, and all of the remaining property and assets of the Company have been distributed to the Members.

Upon dissolution, each Member (including withdrawing Members) shall look solely to the assets of the Company for return of that Member's Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of each Member, no Member shall have recourse against any other Member.

Article 12 GOVERNING LAW

All questions with respect to the construction of this Agreement and the rights, duties, obligations, and liabilities of the parties shall be determined in accordance with the Act and all other applicable provisions of the laws of the State of Michigan.

Article 13 MISCELLANEOUS PROVISIONS

13.1 Entire Agreement. This Agreement and the Articles represent the entire agreement among the Members.

13.2 Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time by a written instrument approved by all of the Members.

13.3 Rights of Creditors and Third Parties under this Agreement. This Agreement is entered into among the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent

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provided by applicable statute, no creditor or third party shall have any rights under this Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

13.4 Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason, the illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

13.5 Title to Company Properties. Title to all Company property shall be held in the name of the Company.

13.6 Membership Interest. Each of the Members and any additional or substitute Members subsequently admitted hereby covenant, acknowledge, and agree that all Membership Units of the Company shall for all purposes be deemed personally and shall not be deemed realty or any interest in the real property owned by the Company.

13.7 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, legatees, legal representatives, successors, and assigns.

13.8 Gender and Headings. Throughout this Agreement, where such meanings would be appropriate:

(a) The masculine gender shall be deemed to include the feminine and the neuter, and vice versa, and

(b) The singular shall be deemed to include the plural, and vice versa.

The headings herein are inserted only as a matter of convenience and reference, and in no way define or describe the scope of the Agreement or the intent of any provisions thereof.

Article 14 ARBITRATION

Any dispute arising out of, relating to this Agreement, a breach hereof, or the operation of the business of the Company, shall NOT be settled by arbitration in Michigan or any other state.

Article 15 DEADLOCK PROCEDURE

15.1 Procedure. When an issue and/or dispute arises by and between the Members and the Members are unable, by majority vote, to decide upon a resolution of the dispute, the

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Members shall declare the Company management deadlocked and the deadlocked issued shall be submitted to an Arbitrator within twenty (20) calendar days that the deadlock occurs.

15.2 Selection of Arbitrator. The Arbitrator named herein shall be selected for the purpose of adjusting disputes or grievances of the Members which are properly submitted to it. Unless otherwise agreed upon by all of the Members, one (1) Arbitrator shall, at the first meeting of the Members, be selected by the majority vote of the Members and shall serve for a period of two (2) years from the date of selection. Upon expiration of such term, the Members shall either vote to renew the term of said Arbitrator or shall vote to elect a new Arbitrator. Should the Members not vote to renew or elect a new Member, the Arbitrator elected by the Members shall continue to act as Arbitrator until such time as a new Arbitrator is elected.

The Arbitrator so elected by the majority of the Members is: To be determined.

15.3 Authority of Arbitrator. The Arbitrator shall hear and determine the dispute or controversy as promptly as possible. The decision of the Arbitrator shall be final, binding and conclusive to the Members of the Company. Such decision shall be within the scope and terms of Operating Agreement, but shall not change any of its terms and conditions. All Arbitrator hearings will be held at a place determined by the Arbitrator.

The Arbitrator shall:

A. Have no power to add to, or subtract from, or modify any of the terms of Operating Agreement, but shall be permitted to decide issues arising from the operation of the Company and/or pertain to the application of said Operating Agreement or the operation of the business of the Company.

B. Have the final decision on the deadlocked issue, and said decision shall be binding on the Members and the award of the Arbitrator shall be enforceable as the agreement of the Members, at law or in equity, in any state or federal court having jurisdiction thereon.

C. Have the sole and exclusive power and jurisdiction to determine whether or not a particular issue, dispute or complaint is arbitral under the terms of Operating Agreement.

15.4 Costs. Each of Members shall assume the compensation, traveling expense, and other expenses of its Arbitrator and witnesses called or summoned by it. Should any Member independently request that a “court reporter” be present at the hearing, the costs of the “court report” shall be borne by the requesting party, unless both parties request a “court report,” then the costs shall be equally split between the parties.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SPROCKET NETWORK, LLC by:______/s/______by:______/s/______Timothy D. Hogan, Robert Kuntz Authorized Managing Member Authorized Managing Member

Operating Agreement - EXHIBIT “A”

Capital Contributions from the various parties are as follows: 1. Pazazz Partners, LLC, the originator of the IT needed to form the Sprocket Network,™ et al, has transferred and fully released said intellectual property for a 2% ownership stake in Sprocket Network, LLC. 2. Robert Kuntz, as per his original 51% member ownership in Pazazz Partners, LLC and as the creator of the IT needed to form the Sprocket Network™, has transferred and fully released his ownership interest in said intellectual property to Sprocket Network, LLC. 3. Commonwealth Capital has agreed to provide, managerial, administrative, financial and marketing support to Sprocket Network, LLC for the original 49% and subsequent 34% member ownership.

End of Private Placement Memorandum Dated November 20, 2017 154