IMPORTANT DISCLAIMERS AND DISCLOSURES

You are viewing the website for Exchange-X, LLC., a Florida Limited Liability Company established in 2022 (“Exchange-X”). Exchange-X maintains a commercial real estate investor technology platform through which companies that own, manage, and develop commercial real estate, known as “sponsors” (“Sponsors”), offer investment opportunities to qualified investors. 

Exchange-X is not a registered broker-dealer or investment advisor and no communication from Exchange-X through the website or otherwise is intended to be or should be construed as investment, tax, financial, accounting, or legal advice.

Securities offered through Emerson Equity LLC Member: FINRA/SIPC. Only available in
states where Emerson Equity LLC is registered or exempt from registration. Emerson Equity
LLC is not affiliated with any other entities identified in this communication. All investing
involves risk. Consult your tax professional prior to investing.

1031 Risk Disclosure:

• There is no guarantee that any strategy will be successful or achieve investment objectives;
• Potential for property value loss – All real estate investments have the potential to lose value during the life of the investments;
• Change of tax status – The income stream and depreciation schedule for any investment property may affect the property owner’s income bracket and/or tax status. An unfavorable tax ruling may cancel deferral of capital gains and result in immediate tax liabilities;
• Potential for foreclosure – All financed real estate investments have potential for foreclosure;
• Illiquidity – Because 1031 exchanges are commonly offered through private placement offerings and are illiquid securities. There is no secondary market for these investments.
• Reduction or Elimination of Monthly Cash Flow Distributions – Like any investment in real estate, if a property unexpectedly loses tenants or sustains substantial damage, there is potential for suspension of cash flow distributions;
• Impact of fees/expenses – Costs associated with the transaction may impact investors’ returns and may outweigh the tax benefits

Federal law (the Gramm-Leach-Bliley Act, or “GLBA”) requires us to tell you how we collect, share, and protect your personal information.

Investment opportunities posted on the Exchange-X website can be accessed by investors via three means: 1) direct investing via an online marketplace (the “Marketplace”); 2) opening a Private Managed Account with Emerson Equity, LLC; and 3) investing in a vehicle managed by an affiliate of Exchange-X.

No offer to buy or sell securities is being made. Such offers may only be made to qualified accredited investors via private placement memorandum. Risks detailed in a private placement memorandum should be carefully reviewed, understood, and considered before making such an investment. Prospective strategies and products used in any tax advantaged investment planning should be reviewed independently with your tax and legal advisors. Changes to the tax code and other regulatory revisions could have a negative impact upon strategies developed and recommendations made. Past performance and/or forward-looking statements are never an assurance of future results.

Many of the investments offered will be only available to those investors meeting the definition of an Accredited Investor under SEC Rule 501(A) and offered as Regulation D private placement securities via a Private Placement Memorandum (“PPM”). Prospective investors must receive, read, and understand all the risks associated with buying private placement securities. Investments are not guaranteed or FDIC insured and risks may include but are not limited to illiquidity, no guarantee of income or guarantee that all tax advantages or objectives will be met and complete loss of principal investment could occur.

Risk Disclosure: Alternative investment products, including real estate investments, notes & debentures, hedge funds and private equity, involve a high degree of risk, often engage in leveraging and other speculative investment practices that may increase the risk of investment loss, can be highly illiquid, are not required to provide periodic pricing or valuation information to investors, may involve complex tax structures and delays in distributing important tax information, are not subject to the same regulatory requirements as mutual funds, often charge high fees which may offset any trading profits, and in many cases the underlying investments are not transparent and are known only to the investment manager. Alternative investment performance can be volatile. An investor could lose all or a substantial amount of his or her investment. Often, alternative investment fund and account managers have total trading authority over their funds or accounts; the use of a single advisor applying generally similar trading programs could mean lack of diversification and, consequently, higher risk. There is often no secondary market for an investor’s interest in alternative investments, and none is expected to develop. There may be restrictions on transferring interests in any alternative investment. Alternative investment products often execute a substantial portion of their trades on non-U.S. exchanges. Investing in foreign markets may entail risks that differ from those associated with investments in U.S. markets. Additionally, alternative investments often entail commodity trading, which involves substantial risk of loss.

The Marketplace

The Marketplace is an internet-based technology platform that facilitates administration for investments. Since inception it has operated, and continues to operate, on a strictly non-advisory basis. By accessing the Marketplace through this website and any web pages thereof, you agree to be bound by the Terms of Use, Privacy Policy and other policies and procedures posted on the website. Investment opportunities on the Marketplace are generally offered under Rule 506 of Regulation D and are only suitable for, intended for and available to” accredited investors” as defined under Rule 501 of Regulation D who are registered users of the Marketplace. Investments in private placement are speculative and involve a high degree of risk.  Investments in private placements are also highly illiquid. You should not invest on the Marketplace unless you are willing to accept the risks associated with private investments and are able to bear the loss of your entire investment. 

Exchange-X does not endorse any of the opportunities that appear on the Marketplace, nor does Exchange-X make any recommendations regarding the appropriateness of opportunities for any investor. Use of the Marketplace does not constitute an offer by Exchange-X to sell, solicit or make an offer to buy any security and Exchange-X does not give tax or legal advice to anyone using the Marketplace or in the general information available to the public on the website.   

Information on the website (including information regarding targeted returns or investment performance) relating to specific investments has been provided by the Sponsor of the applicable investment opportunity and is subject to change.  Although Exchange-X believes any such information to be reliable, it makes no representations or warranties as to the accuracy or completeness of such information and accepts no liability therefor. Forward-looking statements, hypothetical information or calculations, financial estimates and targeted returns are inherently uncertain. Such information should not be used as a primary basis for an investor’s decision to invest. Investment opportunities on the Marketplace are speculative and involve substantial risk. You should not invest unless you can sustain the risk of loss of capital, including the risk of total loss of capital. Exchange-X recommends that you consult with an attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity. 

General

If you choose to invest in an offering made available, you will be required to execute various documentation regarding the investments (the “Investment Documents”).  In all events, the commercial transactions which are the subject of the Investment Documents will be governed by such Investment Documents and not these terms, and in the event of any conflict between the terms of the Investment Documents and these terms, the Investment Documents will control. We reserve the right to reject, cancel, interrupt, remove or suspend any investment offered on the Marketplace and are not liable for any damages as a result of any of these actions. Our policy is generally not to comment on the reasons for any of these actions, if taken.

Direct and indirect purchase of real property involves significant risks, including without limitation market risks, risk related to sale of land and risks specific to a given property. The securities offerings posted on the Marketplace are speculative. Marketplace investments are NOT insured by the FDIC or by any other Federal Government Agency, are NOT Bank deposits, are NOT guaranteed by Exchange-X, and MAY lose value. Neither the information nor any opinion expressed on any Exchange-X webpages, including without limitation, the Marketplace, shall be construed as an offer to buy, or the solicitation of an offer to sell, any securities.  Investments can and do lose money and you should be prepared to lose your entire investment in any offerings made available. Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the website. Neither Exchange-X nor any of its directors, officers, employees, representatives, affiliates or agents shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication, of the materials and communication herein or the or that the valuation of any securities offering is appropriate. Prior performance and/or results are not indicative of future performance.  Any performance information, including “forward looking statements”, is for informational purposes only and should not be relied upon as a basis for investment. Investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Furthermore, investors should consult their tax advisors regarding the consequences of any investment. 

Articles or information from third-party media outside of this domain may discuss Exchange-X, but Exchange-X does not approve and is not responsible for any such content. Hyperlinks to third-party sites, or reproduction of third-party articles, do not constitute an approval or endorsement by Exchange-X of the linked or reproduced content.  Furthermore, Exchange-X uses “partner affiliates” (i.e., bloggers) to market the Marketplace. Such partner affiliates are generally compensated a fixed amount for each investor that registers on the marketplace as an accredited investor. Such compensation creates an incentive for partner affiliates to direct investors to the Marketplace.