ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

primary_doc.xml

PRELIMINARY OFFERING CIRCULAR

CERTIFICATE OF FORMATION OF XCHANGE VENTURES, LLC FILED WITH DELAWARE SECRETARY OF STATE ON APRIL 23, 2026

AMENDED AND RESTATED CERTIFICATE OF FORMATION FILED WITH DELAWARE SECRETARY OF STATE ON MAY 6, 2026

OPERATING AGREEMENT OF XCHANGE VENTURES, LLC

FORM OF SUBSCRIPTION AGREEMENT FOR REGULATION A OFFERING

CONSULTANCY AGREEMENT, DATED AUGUST 4, 2026 AMONG XCHANGE PLACE DIGITAL LLC AND XCHANGE VENTURES, LLC

BROKER-DEALER ENGAGEMENT LETTER AGREEMENT, DATED JULY 21, 2026, BETWEEN ANDES CAPITAL GROUP, LLC AND XCHANGE VENTURES, LLC

ESCROW FACILITATOR ENGAGEMENT LETTER AGREEMENT, DATED JULY 23, 2026, AMONG NORTH CAPITAL PRIVATE SECURITIES CORPORATION AND XCHANGE VENTURES, LLC

TRANSFER AGENT ENGAGEMENT LETTER AGREEMENT, DATED AUGUST 12, 2026, AMONG COLONIAL STOCK TRANSFER COMPANY AND XCHANGE VENTURES, LLC

LETTER OF INTENT, DATED AUGUST 3, 2026, BY BETWEEN XCHANGE VENTURES, LLC

CONSENT OF ALICE CPA

TESTING THE WATERS MATERIALS