NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES DESCRIBED IN THIS CONFIDENTIAL INVESTOR DISCLOSURE DOCUMENT OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION PROVIDED. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Confidential InvestorDisclosure Document
COLOSSUS STRATEGIC HOLDINGS LP
(a Nevada limited partnership)
$10,000,000.00
Promissory Notes
680 W NYE LN STE 201 CARSON CITY, NV 89703
May 16 th, 2025
COLOSSUS STRATEGIC HOLDINGS LP
CONFIDENTIAL INVESTORDISCLOSURE DOCUMENT Introduction Colossus StrategicHoldings LP, a Nevada limited partnership (the “Company ”) is offering to sell up to
$10,000,000.00 aggregate principal amount of its unsecured promissory notes (the "Maximum Offering Amount") to qualified investors. We refer to the promissory notes themselves as the “Notes ” and to investors who purchase them as “Investors .” The Notes are general unsecured obligations of the Company and will be subordinate to all of the Company's existing and future secured indebtedness and other secured obligations to the extent of the value of the assets securing such indebtedness or other obligations. As unsecured obligations, repayment of the Notes dependsentirely on the Company's ability to generate sufficient cash flow and there is no guarantee that the Company will have sufficient funds to make payments on the Notes. The Notes have a term of 1, 2 or 3 years and bear interest at a rate of 8%, 10% or 12% per annum, respectively, payablemonthly in arrearson the first business day of each calendar month, calculated on the basis of a 360-day year consisting of twelve 30-day months, with any partial month prorated based on actual days elapsed.
You arrived at this page by visitinghttps://colossusstrategic.deal.tribexa.com (the “Site ”) and then selecting “INVEST NOW”.
This Confidential Investor Disclosure Document is intended to provide you with important information about the the Company and the Notes. You should read all of the sections carefully. If you have questions or need more information, please contact us at ir@industryft.com
Capitalized termsare defined in the “DEFINITIONS” section starting on page 20.
The purchase of Notes involves a high degree of risk and is suitable only for Investors who can afford to lose some or all of their Investment. Please review the “Risks of Investing” section starting on page 13.
Legal Legends THIS OFFERING IS MADE IN RELIANCE ON AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION PROVIDED BY SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT ”), AND RULE 506 OF REGULATION D PROMULGATED THEREUNDER, AND ANY OTHER APPLICABLE EXEMPTION FROM THE ACT AS APPLICABLE.
THIS INVESTOR INFORMATION SECTION HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF AUTHORIZED PERSONS INTERESTED IN THE OFFERING. IT CONTAINS CONFIDENTIAL INFORMATION AND MAY NOT BE DISCLOSED TO ANYONE OTHER THAN AUTHORIZED PERSONS SUCH AS ACCOUNTANTS, FINANCIAL PLANNERS OR ATTORNEYS RETAINEDFOR THE PURPOSEOF RENDERING PROFESSIONAL ADVICE RELATED TO THE PURCHASE OF THE NOTES OFFERED HEREIN. IT MAY NOT BE REPRODUCED, DIVULGED OR USED FOR ANY OTHER PURPOSE UNLESSWRITTEN PERMISSION IS OBTAINED FROM THE COMPANY.THIS
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INVESTOR INFORMATION SECTIONDOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON EXCEPT THOSE PARTICULAR PERSONS WHO SATISFY THE INVESTOR QUALIFICATION STANDARDS DESCRIBED HEREIN.
THE SALE OR OTHER TRANSFER OF NOTES IS RESTRICTED BY CONTRACT. IN ADDITION, THE NOTES MAY NOT BE RESOLD OR OTHERWISE DISPOSED OF UNLESS (I) A REGISTRATION STATEMENT COVERING DISPOSITION OF SUCH NOTES IS THEN IN EFFECT, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, AND (II) THE TRANSFEREE QUALIFIES AS AN "ACCREDITED INVESTOR" AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSECONTAINED AT THE SITE; ANY SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON. ANY PROSPECTIVE PURCHASER OF NOTES WHO RECEIVES ANY SUCH INFORMATION OR REPRESENTATIONS SHOULD CONTACT THE COMPANY IMMEDIATELY TO DETERMINE THE ACCURACY OF SUCH INFORMATION.
PROSPECTIVE PURCHASERS SHOULDNOT REGARD THE INFORMATION PROVIDEDBY THE COMPANY AS A SUBSTITUTE FOR CAREFUL AND INDEPENDENT TAX AND FINANCIAL PLANNING. EACH POTENTIAL INVESTOR IS ENCOURAGED TO CONSULT WITH HIS, HER, OR ITS OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT AND OTHER PROFESSIONALS WITH RESPECT TO THE LEGAL AND TAX ASPECTS OF THIS INVESTMENT AND WITH SPECIFIC REFERENCE TO HIS, HER, OR ITS OWN TAX SITUATION, BEFORE SUBSCRIBING.
THE NOTES ARE OFFERED SUBJECT TO PRIOR SALE, ACCEPTANCE OF AN OFFER TO PURCHASE, AND TO WITHDRAWAL OR CANCELLATION OF THE OFFERING WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTIONS IN WHOLE OR IN PART FOR ANY REASON OR FOR NO REASON.
THE COMPANY WILL MAKE AVAILABLE TO ANY PROSPECTIVE PURCHASER AND HIS, HER, OR ITS ADVISORS THE OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, THE COMPANY, OR ANY OTHER RELEVANT MATTERS, AND TO OBTAIN ANY ADDITIONAL INFORMATION TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION.
ALL SUMMARIES OF DOCUMENTS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCES TO THE ACTUAL DOCUMENTS. COPIES OF ANY DOCUMENTS REFERRED TO BUT NOT INCLUDEDWILL BE MADE AVAILABLE TO QUALIFIED PROSPECTIVE INVESTORS UPON REQUEST.
NASAA UNIFORM LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY 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 ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE MADE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Exhibit A
Form of Promissory Note
Exhibit B
Copy of Note Indenture
Exhibit C
Summary of Assets and Liabilities
Exhibit D
Form of Purchase and Investment Agreement
How To Invest To invest,just click on “I'm Ready to Invest!”anywhere it appearsand follow the instructions. When you click on “I'm Ready to Invest!” we will:
Ask you for more information, includingpersonal information and the amountyou would like to invest. Confirm (using a third party service)that you are an “accredited investor,” as we are requiredto do by law. See the “Q UALIFICATION OF I NVESTORS ” section starting on page 4. Ask that you carefullyreview this entireConfidential Investor Disclosure Document. Ask that you sign our “P URCHASE AND I NVESTMENT A GREEMENT ,” which is available for download on the Site. When you invest,your money will be held in an escrow account with J.P. Morgan, pursuantto an escrow agreement. Funds will be held until we confirm that you are a qualified investor and decide whether to accept your subscription, which determination shall be made within five (5) business days of receipt of funds. When and if we have confirmed that you are a qualified investor and decided to accept your subscription, we will release your money from the escrowaccount to the Company at a time we select.If we cannot confirm that you are a qualified investor, or decide not to accept your subscription, we will return your money to you.
Once we have accepted your subscription and issued your Note, we will notify you by email and the investment process will be complete. We will also notify you by email if we do not accept your subscription, although we might not explain why.
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Summary of Offering
Issuer
Colossus Strategic Holdings LP, which we refer to as the “Company .”
Securities Offered
The Company is offering its promissory noteswith a one-year term, bearing interest at 8% per year;a two-year term, bearinginterest at 10% per year and a three-year term bearing interest at 12% per year (the “Notes ”).
Note Indenture
The Notes are issued pursuant to a Note Indenture, which sets forth many of the terms and conditions of the Notes. For more information, see “SUMMARY OF NOTE INDENTURE ” section starting on page 6.
OfferingPrice
100% of the principal amount of the Note.
Minimum Investment
Notes may be purchased in increments of $1,000. The minimum initial investment is one Note.
Payments on the Notes
Interest will be paid on the Notesmonthly. For example, if you purchase a two-year Note for $5,000, you will receive interest of $41.67each month ($500per year). All of the principal will be paid at the end of the Note term.
Use of Proceeds
The Company anticipates using the proceeds from the sale of Notesapproximately as follows: (i) 60% for the acquisition of real estateassets and related investments;
(ii) 30% for the repayment of existing corporate debt; and (iii) 10% for working capital and general corporate purposes. The Company reserves the right to adjust these allocations in response to changing business conditions and emerging opportunities.
Assets of Company
The Company owns a range of real estate assets, including equity interests, performing loans, and non-performing loans. A summary of the Company’s assets is attached. For more information, see “THE COMPANY AND ITS ASSETS ” starting on page 9. The statement of assets can be requested from IFT.
Leverage
The Company may,in its sole discretion, borrow money to finance a portion of the cost of assets, provided that the Company's total leverage shall not exceed 80% of the total asset value, as determined by the Company in its reasonable discretion based on fair marketvalue. Any suchborrowing may be secured by the Company's assets and may be senior to the Notes.
Limitations on Distributions
The Company is subject to limitations regarding distributions to its equity owners. For example, before making any distribution to its equityowners, the Company
mustobtain from its asset manager a certification that in the opinion of such asset
manager the remaining assets of theCompany (i.e. ,the assets remaining following such distribution) willbe sufficient to make allscheduled payments withrespect to the Notes issued and outstanding at the time of such distribution. For more information, see the “SUMMARY OF NOTE INDENTURE ” section starting on page 6.
Security
The Notes willnot be secured by any specific assets of theCompany, the way a first mortgage is secured by a lien on a house. As unsecured creditors of the Company, Investors' claimswill be subordinate to all securedcreditors and any other creditors with priority rights underapplicable law. In the eventof the Company's bankruptcy, insolvency, or liquidation, secured creditors would have the right to be paid in full fromthe Company's assetsbefore any payment could be made on the Notes. There may not be sufficient assets remaining after payment of senior creditors to pay amounts due on the Notes. Additionally, other creditors may have claimswith equal priority to Investors, meaning any remaining assetswould be sharedproportionally among unsecured creditors.
Electronic Form
The Notes will be issued in electronic form only. Youwill not receive a paper Note.
Transferability
The Notes may not be transferred without the prior written consent of the Company, which may be withheld in the Company's sole and absolute discretion. Any transfer of Notes shallonly be permitted to persons whoqualify as "accredited investors" as defined in Regulation D under theSecurities Act of 1933, as amended. In addition, should the Company permit a transfer, the Company will have a first right of refusalwith respect to any saleof Notes at the sameprice and termsoffered to the proposed transferee, which rightmust be exercised within thirty (30) days of the Company receiving written notice of the proposed transfer containing all material terms.
Co-Investment
Affiliates of the Company may invest on the same terms as Investors.
Permitted Investors
The Company will acceptsubscriptions only from“accredited investors.” For more
information, see the “QUALIFICATIONS OF INVESTORS ”section starting on page 4.
Federal Income Tax Consequences
We intend to treat the Notes as debt instruments. You should consult your own tax advisor regarding the U.S.federal, state, and local consequences of the Notes.For more information, see the “FEDERAL INCOME TAX CONSEQUENCES ” sectionstarting on
page 17.
Risks
Purchasing an LP Interest entailsa significant risk,including the riskthat you could
lose some or all of your money. For more information, see the “RISKS OF INVESTING ” section starting on page 13.
Qualificationof Investors The Company will acceptsubscriptions only from “accredited investors” who are domiciledin the United
States.
An “accredited investor” is:
A natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person; and A businessin which all the equityowners are accredited investors. An employee benefit plan, within the meaningof the Employee Retirement IncomeSecurity Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; A bank, insurance company,registered investment company,business development company,or small business investment company; A charitable organization, corporation, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer; Each investor will also be required to represent that he is purchasing his LP Interest for his own account for investment purposes and not with a view to resale or distribution.
The Company reserves the right to reject subscriptions for any reason or for no reason, in its sole and absolute discretion, and no person shall have any claim or cause of action against the Company for any such rejection.
The Notes When you purchase a Note, you are in effect lending money to the Company for the specified period of time at the specified interest rate.
Each Note represents the obligation of the Companyto pay money. For example,suppose you buy a Note for $100,000.00 with a three year term at 12%. The Company will be obligated to pay you:
Interest of $1000.00 per month ($12,000.00 of interest each year, and $36,000.00 in total); and Your principal of $100,000.00 at the end of the third year. The Notes are fully recourse to the Company, meaning that in the event of default the holder of a Note can sue the Company. However,the Notes have not been guaranteed by any other person, and Investors explicitly acknowledge, agree and waive any rights that they shall have no recourse against any past, present or future officer, director, employee, member, manager, or affiliate of the Company. Investors can look only to the assetsof the Company for repaymentof the Notes, and any claims or remediesshall be limited solely to the Company's assets.
The Notes are not secured by any specific assets of the Company. For example, Investors will not hold a mortgage on the Company’s real estate. If the Company were bankrupt, Investors would be unsecured creditors. Securedcreditors – for example, bankswho lend money to the Company – would have the right to be paid first.
The Note Indenture limits how much the Company is allowed to distribute to its owners.These and other provisions provide some protection to Investors.
The Note Indenture also sets forth the procedure that would be following in the event the Companyfails to make paymentswhen due or otherwise defaultsunder a Note. In general,a single representative would be appointed by the Investors, and that representative would have the right to bring legal action against the Company and otherwiseenforce the rights of the Investors. For more information, see the “SUMMARY OF NOTE INDENTURE ” section starting on page 6.
The Notes will not be issued in paper form. Instead, the Notes will be maintained in electronic form on the Site. A sample copy of a Note can be viewed on the Site’s webpage.
Summary of Note Indenture The Note Indenture governsall of the Notes, just as if all of the terms of the Note Indenturewere set forth in each Note. A copy of the Note Indenture can be viewed on the Site’s webpage.
The followingsummarizes some of the most important terms of the Note Indenture. However, this summary is qualified in its entirety by reference to the Note Indenture itself.
Events of Default
The Company shall be deemed in default under the Note indenture if:
It fails to pay any amount due under a Note and such failurecontinues for 30 days following written notice from the holder of the Note; or It becomes subjectto a voluntary or involuntary proceeding of bankruptcy, insolvency, or otherwise subject to receivership and remains so for a period of 60 days; or It breaches its obligations relating to limitations on borrowings or distributions and such breach remains uncured for 60 days following written notice from any Investor.
Consequences of Default
Upon the occurrence of a default, no Investor will be permitted to bring individual claims. Instead, all claims will be brought by a single representative. In general, the representative will be appointed by Investors holdinga majority of the Notes,measured by the amount then outstanding under each Note. If the Investors fail to appoint a representative, then a representative will be appointed by the Company, provided that such representative may not be employed by or affiliated with the Company. The fees and expenses of the representative will be paid by the Company.
Acting on behalf of the Investors, the representative may take action against the Company permitted by law. However, with the consent of Investors holding a majority of the Notes, measured by the amount then outstanding under each Note, the representative may not accelerate the payment of outstanding principal. The reason is that Investors may wish to hold their Notes untilmaturity, provided that payments resume following a default.
Upon the occurrence of a default that remains uncured after applicable cure periods, the Company shall pay, as liquidated damages and not as a penalty, an additional amount equal to 20% of the regularly scheduled payment amount, provided that such liquidated damages shall not exceed the maximum amount permitted by applicable law. For example, for a Note bearing interest at 10%, the additional liquidated damages amount would be equal to 20% of the regularly scheduled payment. This liquidated damages amount represents a reasonable estimate of the additional administrative costs and damages that would be incurred due to a default.
Following an event of default, any payments made by the Company will be appliedas follows:
First, to pay the fees and expenses of the representative; Second, to pay interestin the order due; and Third, to pay principal in the order due. Prepayment
The Company may, in its sole discretion, prepay any Note at any time, in whole or in part, without premium or penalty, upon 10 business days' prior written notice to the applicable Noteholder.
Transfersof Notes
An Investor may not transfer a Note without the Company’s consent. If the Company consents to a transfer, the Investor must first offer the Note to the Company, i.e. , give the Company a first right of refusal. However the transfer of a Note to a spouse, child, or grandchild, or to a trust for their benefit, is not subject to these restrictions, provided that any such transferee qualifies as an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, at the time of transfer. The Company may require reasonable documentation to verifythe accredited investorstatus of any proposed transferee.
Replacementof Indenture
With the affirmative consent of Investors holdingat least 66 2/3% of the outstanding Notes, the Company may adopt a new note indenture and appoint a trustee.
Amendment of Indenture
The Note Indenture may be amendedwith the consentof the Company and Investorsholding at least 66 2/3% of the outstanding Notes, provided that any amendment that would reduce the principal amount, interest rate, or extend the maturity date of any Note shall require the consent of each affected Noteholder.
The Company and its Assetsand Liabilities The Company is a Nevada limited partnership, formed on December 30, 2014. The principal office of the Company is:
680 W NYE LN STE 201 CARSON CITY, NV 89703
The Company owns and/or may acquirea variety of real estate oriented assets,including:
Fee simpleownership interests Leasehold interests Loans securedby real estate,both performing loans and non-performing loans The Company also has liabilities and expects to incur additional liabilities in the future, including:
Loans incurredto purchase assets Loans incurredto refinance existing liabilities Loans incurredto make payments with respectto Notes Obligations to vendors, and other ordinarytrade payables A summary of the Company’s assets and liabilities as of the last day of the most recent month can be viewed as Exhibit C.
Our People Phil Brodeur
Managing Partner of General Partner
With over 12 years of strategic leadership in the real estate sector, I have cultivated a multidimensional track record across residential asset classes—spanning short-term rental portfolios, property rehabilitation, mortgage note acquisitions, and full-cycle investment management. My core focus has been on identifying, optimizing, and scalingvalue in single- family housing through data-driven execution, hands-on asset oversight, and structured financial engineering.
Operational Turnarounds & Property Flipping Consistently sourced, repositioned, and exited distressed and underperforming residential assets with strong ROI, leveraging a deep understanding of local marketdynamics, construction oversight, and resale velocity.
Mortgage Note Investing &Capital Deployment Founded and scaled a profitable note acquisition platform,specializing in non-performing and sub-performing residential paper. Built end-to-end infrastructure for sourcing, underwriting, and servicing while managing legal risk, foreclosure outcomes, and capital preservation.
Portfolio Management & Client Execution Demonstrated excellence in investor relationsand deal structuring, delivering turnkey solutions in real estate management and high-yield residential products tailored to both institutional and private capital.
Use of Proceeds The proceeds from the sale of Noteswill be used by the Company primarilyfor (i) acquisition of real estate and related assets, (ii) refinancing of existing debt obligations, (iii) working capital and general corporate purposes, and (iv) payment of offering expenses, in each case as determined by the Company in its sole discretion. The Company shall not be obligated to segregate or escrow the proceeds or maintain any specific allocation among these purposes.
Risks of Investing THE PURCHASE OF NOTES IS SPECULATIVE AND INVOLVES SIGNIFICANT RISK, INCLUDING THE RISK THAT YOU COULD LOSE ALL YOUR MONEY. THE PURCHASE OF NOTES IS SUITABLE ONLY FOR INVESTORS WHO FULLY UNDERSTAND AND ARE CAPABLE OF BEARING THE RISKS.
SOME OF THE RISKS ARE DESCRIBED BELOW. THE ORDER IN WHICH THESE RISKS ARE DISCUSSED IS NOT INTENDED TO SUGGEST THAT SOME RISKS ARE MORE IMPORTANT THAN OTHERS.
Repaymentof Notes Is Not Guaranteed and Notes are Unsecured: believes that its assets will be sufficient to repay all of the Notes in accordance with their paymentschedules. However, the Notes are unsecured obligations of the Company, meaning they are not backed by any specific collateral or assets. When you buy a Note from the Company, it is not like buying a certificate of deposit with a bank, which is guaranteed by the Federal government through the FDIC. In the event of the Company's bankruptcy, insolvency, or liquidation, holders of Notes will be general unsecured creditors and may be subordinate to the Company's secured creditors, who have priority rights to the Company's assets. This means that if the Company cannot pay all of its obligations, secured creditors would be paid before Noteholders, and Noteholders might receive only partial paymentor no payment at all. Repayment of the Notes is not guaranteed by anybody other than the Company itself.
Repayment Depends on Value of the Company’s Assets, Which Could Decline:
Global and national economic conditions; Wars and other international or national crises; Political conditions; Changes in interest rates or government policies, including tax policies; Environmental contamination or liabilities; The inabilityof borrowers to repay loans (in the case of assets in the natureof debt); Changes in local market conditions; Competition for tenants (in the case of rental properties); Fires, floods,and other casualties; Uninsured losses;
Undisclosed defectsin property; and Incomplete or inaccurate due diligence. The Company Has No Credit Rating from Moody’s or Standard & Poor’s: rating agencies, notably Moody’s and Standard & Poor’s, assign credit ratings to debt issuers. These ratings are intended to help investors gauge the ability of the issuer to repay the loan. The Company has not been rated by either Moody’s or Standard& Poor’s and has not sought such ratings. Consequently, investors have no objective measure by which to judge the creditworthiness of the Company.
The Company is a Startup Business: model,and could fail. If the Company failedyou might not receive paymentswith respect to the Notes.
Lack of Liquidity and Subordination Risk: make payments with respect to the Notes,the Company will needliquidity in its own assets.The Company believesit can achieve such liquidityby acquiring the correct mix of assets to match the Notes, by borrowing againstits assets, and by timed sales of assets.However, there is no assurance that this will be the case. If the Company experiences a liquidity crunch it may be unable to make payments with respect to the Notes and/or may be required to liquidate assets in an untimely manner.Additionally, to maintain liquidity, the Company may need to incur additional secured debt that would have priority over the Notes. Any such secured debt would effectively subordinate Noteholders' claims to those of secured creditors with respect to the pledged assets, potentially reducing the amount available for repayment of the Notes.
Lack of Cash to Pay Tax Liability: to treatthe Notes as having “originalissue discount” for Federal incometax purposes unlessthere is a changeor clarification in the law, by regulation or otherwise, that would requirea different treatment. As a result, an investor holdinga Note will generally be required to accrue (and pay tax on) interestincome even if the Company fails to pay the interest,leaving the investorout-of-pocket by the amount of the tax.
No Market for the Notes; Limits on Transferability:
There will be no public market for your Note, meaning you could have a hard time finding a buyer. By its terms, the Note may not be transferred withoutour consent. If we do consent to the sale of the Note, we have a first rightof refusal to buy it. Our firstright of refusal could make the Note more difficult to sell. By law, you may not sell your Note unless it is registered under applicable securities statutes or the transfer is eligible for an exemption from registration. Taking all that into account, you should plan to own your Note through its full maturity.
No Registration Under Securities Laws: Notes will not be registered with the Securities and Exchange Commission or the securities regulator of any State. Hence, neither the Company nor the Notes are subject to the same degree of regulation and scrutiny as if they were registered.
Incomplete Offering Information: an informeddecision, and we are ready to answerany questions you might have, it is possible that you would make a different decision if you had more information.
No Protection from Banking Laws: Companyis not subject to the banking regulations of any stateor federal regulatory agency. For example, we are not subject to periodic examinations by regulators. Consequently, our underwriting decisions and processes are not subject to review by any governmental agency.
Lack of Ongoing Information: and liabilities, we probably will not provideall of the information that would be required of a public reporting company.
Limitation on Right to Sue: fails to make payments with respect to your Note(s).Instead, as your sole and exclusive remedy, the Note Indenture provides for the appointment of a single representative to represent the collective interests of all Investors holding Notes. By purchasing a Note, you expressly waive any right to bring individual legal action against the Company relating to the Notes except through the designated representative.
No Independent Trusteefor Note Indenture: a large company issues notes to the public,the notes are typically governed by a note indenture issued in the name of an independent indenture trustee. No such independent trustee will be designated with respect to the Note Indenture.
Trust Indenture Act of 1939 Not Incorporated in Note Indenture: governs debt instruments like the Notes.Where applicable, the generally TIA requires (i) the use of a trust indenture, (ii) the appointment of an independent trustee to act on behalf of the holders of the debtinstruments, (ii) the approval of the terms of the indenture by the SEC, and (iv) the inclusion of certain terms and conditions, including terms and conditions that prohibit certaintransactions between the issuer of the debt instruments and the independent trustee. The Companyis issuing the Notes in reliance on an exemption from the TIA. Hence,the provisions of the TIA are not applicable to, and are notincorporated into, the Note Indenture.
Conflicts of Interest:
It is in your interest for the Company to retain all of its profits, thereby maximizing the amount available for repayment of the Notes. In contrast, the owner(s) of the Company will want the Company to distribute a portion of its profits. The Note Indenture limits the distributions the Company is permitted to make to its owner(s). Your interests might be better served if our management team devoted its full attention to maximizing the value of the Company’s assets. Instead, our team will be engaged in a variety of other business ventures. We receivefees from the Company, including asset management fees. Any fees we receivefrom the Company will reduce the amount available for repayment of the Notes. The lawyerwho prepared the Note the Note Indenture, and the other documents relatedto your purchase of the Notes represents us, not you. You must hire your own lawyer (at your own cost) if you want your interests to be represented. Breachesof Security: possible that our systemswould be “hacked,”leading to the theft or disclosure of confidential information you have provided to us. Because techniques used to obtain unauthorized access or to sabotage systemschange frequently and generally are not recognized until they are launched against a target, we and our vendors may be unable to anticipate these techniques or to implement adequate preventative measures.
The foregoing are not necessarily the only risksof investing. Please consult with your professional advisors.
Tax Consequences of Investing The following summarizes some of the Federal income tax consequences of purchasing a Note. This summary is basedon the Internal Revenue Code (the “Code ”), regulations issued by the InternalRevenue Service (“Regulations ”), and administrative rulings and court decisions, all as they exist today. The tax laws, and therefore the Federal income tax consequences of acquiring a Note, could change in the future.
This is only a summary,applicable to a generic investor.Your personal situation could differ. For example, this summary does not address the tax consequences if you are (i) a tax-exempt organization, (ii) subject to the alternative minimum tax, (iii) a partnership, or (iv) a foreign citizen. We encourage you to consult with your own tax advisor before investing.
OriginalIssue Discount
We intend to treat the Notes as having original issue discount (“OID ”) for Federal income tax purposes unless there is a change or clarification in the law, by regulation or otherwise, that would require a different treatment.
The IRS is not bound by our characterization of the Notes and could seek to impose a different characterization, which could significantly affectthe amount, timing,and character of income, gain or loss recognized in respect of a Note. The Company makes no representation or warranty regarding the tax treatment of the Notes, and investors are strongly urged to consult their own tax advisors regarding their specific tax situations. For example, the IRS could determine that, in substance, each Investor owns a proportionate share of the Underlying Loan for tax purposes. In that case the tax treatment of the Notes could differ materially, including, but not limited to, the fact that the Notes would no longerbe considered to have OID.
The following discussion assumesthat our characterization of the Notesis correct.
Taxation of Payments on the Notes
As an unsecured creditor of the Company,you will generallybe required to accrue OID as ordinaryinterest income, regardless of your regularmethod of tax accounting, even though your right to receive payments is subordinate to the Company's secured creditors and other senior debt obligations. That means, in general, that even if you are an individual who uses the cash method of accounting, you will be required to include an amount of OID in taxable income as interest even if you have not received the actual payment under the Note, and there is no guarantee that you will ever receive such payments if the Company experiences financial difficulties.
The IRS could determine that, because the Company is required to make paymentson the Notes only from payments made on the Underlying Loan, and becausethe Notes are subordinate to other creditors' claims. Additionally, in the eventof the Company's insolvency or bankruptcy, securedcreditors and othersenior debt holders wouldhave priority claimsto the Company's assets, which could resultin partial or complete loss of your investment, even though you may have previously accrued and paid taxes on OID income. Investors should accrue OID on a different schedule.
OID on a Note will equal the excess of the Note’s “stated redemption price at maturity” over its “issue price.” The stated redemption price at maturity of a Note includes all payments of principal and stated interest on the Note under the payment schedule of the Note. The issue price of a Note will generally equal the principal amount of a Note.
The amount of OID includible in income for a taxable year is the sum of the “daily portions” of OID with respect to the Note for each day during the taxable year in which the holder held the Note. The daily portion of OID is determined by allocating to each day of any accrual period within a taxable year a pro rata portion of an amount equal to the productof such Note’s adjusted issue price at the beginningof the accrual period and its yield to maturity (properlyadjusted for the length of the period).The Company shall use 30-day accrual periods. The adjusted issue price of a Note at the beginning of any accrual period should be its issue price, increased by the aggregate amount of OID previously accrued with respect to the Note,and decreased by any paymentsof principal and interest previously made on the Note. A Note’s yield to maturity should be the discount rate that, when used to compute the present value of all payments of principal and interest to be made on the Note under the payment schedule of the Note, produces an amount equal to the issue price of such Note.
If a Note is paid in accordance with its payment schedule, the amount of OID includible in income is anticipated to be based on the stated interest rate of the Note. As a result,you will generallybe required to include an amount of OID in income that is equal to the amount of stated interest paid on the Note.
Cash payments of interest and principal under the payment schedule on the Notes will not be separately included in income, but rather will be treatedfirst as paymentsof previously accruedbut unpaid OID and then as payments of principal.
Sale or Other TaxableDisposition of Notes
Upon the sale or othertaxable disposition of a Note, you generallywill recognize gain or loss equal to the difference, if any, between the amount realizedupon the sale, retirement or other taxabledisposition and your adjustedtax basis in the Note.In general, your adjusted tax basis in the Note will equal your cost for the Note, increased by any OID and market discount previously included in gross income by you, as discussed below, and reduced by any payments previously received by you in respect of the Note.
Your gain or loss on the taxable disposition of the Note generally will be long-term capital gain or loss if the Note has been held for more than one year and short-term otherwise. The deductibility of capital losses is subject to significant limitations under the Internal Revenue Code, including annual limits and restrictions on offsetting ordinary income. Investors should consult their tax advisors regarding these limitations.
Nonpayment
In the event the Company fails to make a payment on your Note, you generally must continue to accrue OID. You may cease accruingOID only if (i) the Note has been in default for at least 90 consecutive days,
(ii)legal proceedings have been initiated to collect the Note, or (iii) the Company has filed for bankruptcy
or entered receivership. Even in such circumstances, you should consult your own tax advisor regarding the accrual and inclusion of OID in income, as individual circumstances may vary.
Losses as a Resultof Worthlessness
If your Note becomes wholly worthless, if you are an individual, and you did not acquirethe Note as part of your trade or business,you should generally be entitled to deduct your loss on the Note as a short-term capital loss in the taxable year the Note becomes wholly worthless. The portion of your loss attributable to accrued but unpaid OID may be deductible as an ordinaryloss, although such treatment is not entirely free from doubt. Under Section 166 of the Code, if youare a corporation, or if you are an individual and you acquiredyour Notes as part of a tradeor business, you should generally be entitled to deduct any loss sustained during the taxable year on account of a Note becoming wholly or partially worthless as an ordinary loss. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE TAX TREATMENT OF LOSSES ON THE NOTES.YOU MUST CONSULTYOUR OWN TAX ADVISOR REGARDING THE CHARACTER AND TIMINGOF LOSSES ATTRIBUTABLE TO NOTES THAT BECOME WORTHLESS IN WHOLE OR IN PART, AS THE TAX CONSEQUENCES MAY VARY BASED ON YOUR INDIVIDUAL CIRCUMSTANCES.
Backup Withholding and Reporting
We will be required to report information to the IRS on certainpayments on a Note, includinginterest. In addition, we will be required to withhold tax from our payments to you under some circumstances. Any amounts withheld will be allowed as a refund or a credit against your U.S. Federal income tax liability provided the required information is furnished to the IRS on a timely basis.
Definitions
Act
The Securities Act of 1933.
Company
Colossus Strategic Holdings LP, a Nevada limited partnership.
Investor
A person who purchases a Note.
General Partner
Colossus Ventures Inc., a Wyoming corporation, or any successor manager appointed in accordance with the Company's Limited Partnership Agreement, provided that any such successor must meet the qualification requirements set forth in Section 5.2 of the Limited Partnership Agreement and provide written notice to Noteholders within 10 business days of appointment.
Note
A promissory note issued by the Companypursuant to the Note Indenture, with a term of 1, 2 or 3 years and bearing simple interest at 8%, 10% or 12% per annum, respectively, payable quarterly in arrears, subject to the terms and conditions set forth in the Note Indenture.
Note Indenture
The note indenture, dated as of [DATE], between the Company and [TRUSTEE NAME], as trustee, that sets forth the terms and conditions of the Notes, including limitations on the Company's borrowings and distributions, as may be amended, supplemented or modified fromtime to time in accordance with its terms.
Site
https://colossusstrategic3.deal.tribexa.com/
INVESTMENT AGREEMENT
You have indicated that you want to invest $
Before we consider your subscription, you mustagree to the following terms.
Defined Terms . The following definitions apply: No Right to Cancel . You do not have the right to cancel your subscription or change your mind. Once you sign this Investment Agreement (your signature will be electronic), you are obligated to purchase the Note; provided, however, that the Company may, in its sole and absolute discretion, permit you to cancelyour subscription withintwenty-four (24) hours after signingthis Investment Agreement. Any such cancellation must be approvedin writing by the Companyto be effective. Our Right to RejectSubscription . In contrast, we have the right to rejectyour subscription for any reason or for no reason, in our sole discretion. If we reject your subscription, any money you have given us will be returned to you. Your Note . You will not receive a paper version of your Note. Instead, your Note will be available electronically at the Site. Terms of Use . The Terms of Use at the Site are part of your agreement with us. If there is any conflictbetween the Terms of Use and this Investment Agreement, the terms of this Investment Agreement will govern. Your Promises . You promise that:
Review of Information . You acknowledge that you have had sufficient opportunity to review, with your legal counsel, all of the information in the Investor Information section of the Site, including all the exhibits. You further acknowledge that you have had adequatetime to review and understand, and have reviewed and understand, the Note and the Note Indenture and their terms. Risks . You understand all the risks of investing, includingthe risk that you could lose all your money. Without limiting that statement, you have reviewed and understand all the risks listed under Risks of Investing. No Representations . Nobody has made any promises or representations to you, except the information in the Investor Information section of the Site. Nobody has guarantied any financial outcome of your investment. Opportunity to Ask Questions . You have had the opportunity to ask questionsabout the Company and the investment. All your questions have been answered to your satisfaction. Your Legal Power to Sign and Invest . You have the legal power to sign this Investment Agreement and purchase the Note. Your investment will not violate any contract you have entered into with someone else. Acting On Your Own Behalf . You are acting on your own behalf in purchasing the Note, not on behalf of anyone else. Investment Purpose . You are purchasing the Note solely as an investment, not with an intent to re-sell or “distribute” any part of it. Knowledge . You have enoughknowledge, skill, and experience in business, financial, and investment matters to evaluate the merits and risks of the investment. Financial Wherewithal . You can afford this investment, even if you lose your money. You don’tneed this money for yourcurrent needs, like rent or utilities.
No Government Approval . You understand that no state or federal authority has reviewed this Agreement or the Note or made any finding relating to the value or fairness of the investment. No Transfer . You understand that the Note may not be transferred by its terms, and that securities laws also limit transfer. This means you will be required to hold the Note until its maturity unless otherwise permitted in writing by the Company in its sole discretion. No Advice . We have not provided you with any investment, financial, or tax advice. Instead, we have advisedyou to consult with your own legal and financialadvisors and tax experts. Tax Treatment . You will treat the Note as indebtedness of the Company for all purposes, including tax purposes. We have not promised you any particular tax outcome.
Past Performance . You understand that even if we have been successful in the past, this doesn’tmean we will be successful with your Note.
Money Laundering . The money you are investing was not acquired from money laundering, terrorist financing, or other illegal activities, and you are not subject to any sanctions or restricted party lists. You will provide us with additional information relating to the source of the funds if we reasonably believe we are required to request such information by law. Additional Documents . You will execute any additional documents we request if we reasonably believe those documents are necessary or appropriate and explain why. Confidentiality . The information on the Site, including the information in the Investor Information sectionof the Site, is confidential and proprietary to the Company.You will not reveal such information to anyone or use such information for your own benefit or for any purpose other than to evaluate and purchase the Note, and you agree that monetary damages may not be a sufficient remedy for unauthorized disclosure of confidential information and that the Company shall be entitled to seek injunctive or other equitable relief without posting any bond. Re-Purchase of Note . If we decide that you provided us with inaccurate information or have otherwise violated your obligations, we may (but shall not be required to) repurchase your Note for an amount equal to the principal amount outstanding, less any costs, damages, expenses (including reasonable attorneys' fees), or losses incurred by the Company as a result of such inaccurate information or violation. Governing Law . Your relationship with us shall be governedby Nevada law, without giving effect to any choice or conflict of law provision or rule (whether of Nevada or any other jurisdiction) that would cause the application of laws of any jurisdiction other than Nevada. Arbitration . REPRESENTATIVE, OR COLLECTIVE BASIS. No party may join, consolidate, or otherwise
bring claims for or on behalfof two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. An award in arbitration shall determine the rightsand obligations of the named parties only, and only with respectto the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any claim of anyone other than a named party,or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authorityto waive, modify,or fail to enforce this paragraph, and any attemptto do so, whetherby rule, policy,arbitration decision or otherwise, shallbe invalid and unenforceable. Any challenge to the validityof this paragraphshall be determined exclusively by a court and not by the administrator or any arbitrator. If this paragraph shall be deemed unenforceable, then the entire arbitration provision shall become null and void,and any proceeding in the natureof a class action shall be handled in court.
Consent to Electronic Delivery . You agree that we may deliverall notices, tax reports and other documents and information to you by email or another electronic delivery method we choose. You agree to maintain a valid, functioning email address and to regularlymonitor and reviewsuch email account for communications from us. You agree to tell us right away if you change your email address or home mailingaddress so we can send information to the new address. Your failure to maintain a valid email address, regularly monitor your email, or timely notify us of any email address changes may result in you not receiving important notices and information, and you acknowledge that such failureshall not relieveyou of any obligations or deadlines communicated through such notices. Tell us right away if you change your email address or home mailingaddress so we can send information to the new address. Notices . All notices between us will be electronic. You will contact us by email at ir@industryft.com or such other email address as we may designate from time to time . We will contact you by email at the emailaddress you used to registerat the Site. Either of us may change our email address by notifying the other (by email). Any notice will be considered to have been received on the day it was sent by email, unless the recipient can demonstrate that a problem occurred with delivery. You should designate our email address as a “safe sender” so our emails do not get trapped in your spam filter. Limitations on Damages . EXCEPT FOR CLAIMS ARISING FROM WILLFUL MISCONDUCT OR FRAUD, WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,EVEN IF YOU TELL US YOU MIGHT INCUR THOSE DAMAGES. This means that at most, you can sue us for the amount of your investment. You can't sue us for anything else.
Waiver of Jury Rights . IN ANY DISPUTEWITH US, YOU AGREE TO WAIVE YOUR RIGHT TO A TRIAL BY JURY. This means that any dispute will be heard by an arbitrator or a judge, not a jury.
MiscellaneousProvisions .
Agreement and its rights and obligations hereunder. Any attempted transfer in violation of this provision shall be null and void.
Right to Legal Fees . If we have a legal dispute with you, the losing party will pay all costs, expenses, and reasonable attorneys' fees incurred by the prevailing party in any such dispute. Headings . The headings used in this Investment Agreement ( e.g. , the word “Headings” in thisparagraph), are used only for convenience and have no legal significance.
No Other Agreements . This Investment Agreement and the documents it refers to (including the Terms of Use) constitute the entire agreement between us and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. Electronic Signature . You will sign this Investment Agreement electronically, rather than physically.
Colossus Strategic Holdings LP Non-Negotiable Promissory Note
T HIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT ”), OR UNDER THE NEVADA UNIFORM SECURITIES ACT (NRS CHAPTER 90) OR OTHER APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECTTO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT ANY PROPOSEDTRANSFER OR RESALEIS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THIS NOTE IS OFFERED AND ISSUED PURSUANT TO THE DISCLOSURE SECTION OF THE WEBSITE LOCAT AND AN INVESTMENT AGREEMENT BETWEEN THE COMPANY AND THE PURCHASER.
Date of Note
Interest Rate
12%Per Year
Name of Purchaser
Term
36 Months
Note Designation
Principal Amount
$
Payment Obligation INSTRUMENT UNDER NRS 104.3104.FOR VALUE RECEIVED,Colossus Strategic Holdings LP, a Nevada limited partnership (the “Company ”), hereby promises to pay only to the Purchaser (as identified above),and to no other person or entitywhether by transfer, assignment or otherwise, subject to all terms and conditions herein, the following amounts:
On the first day of each month during the Term (or if such day is not a business day, the next following business day),beginning in the first month following the Date of Note, the Company shall pay to Purchaser an amount equal to the Monthly Interest Payment, calculated as simple interest; and
At the end of the Term, the Company shall pay to Purchaser the Principal Amount. If any payment is not made when due, such unpaid amount shall bear interest at a default rate of 18% per annum from the due date untilpaid in full, and theCompany shall have a 10-day grace period before the Purchaser may exercise any remedies available underthis Note or applicable law.
Indenture if allof the terms of such agreement were set forth in this Note. This Note may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposedof, whether voluntarily, involuntarily, or by
operation of law. Any attempted transfer, assignment, or disposition of this Note shall be null and void and of no force or effect.
IN WITNESS WHEREOF,the Company has signed this instrument by its duly authorized officer, acting pursuant to the authority granted under the Limited Partnership Agreement of Colossus Strategic Holdings LP, dated May 16, 2025, as amended.
COLOSSUS STRATEGIC HOLDINGS L.P
By
Phil Brodeur,Authorized Representative
SUBSCRIBER
By
Name
Date
Colossus Strategic Holdings LP NOTE INDENTURE
This Indenture, dated as of May 16th, 2025, is made and entered into by Colossus Strategic Holdings LP, a Nevada limited partnership (the “Company ”), and shall be binding upon each person who acquiresa promissory note referencing this Indenture (each,a “Purchaser ”) upon such acquisition.
Background The Company offers promissory notes (the “Notes ”) at www.cshlp.net Site ”). This Indenture sets forth certain terms applicable to the Notes that are not set forth in the Notes themselves.
NOW, THEREFORE, acknowledging the receipt of adequate consideration and intending to be legally bound, the parties hereby agree as follows:
Application of Indenture to Notes . The Company and each Purchaser hereby agree that the terms of this Indenture shall apply to each Note, as if the terms of this Indenture were fully set forth in each Note. Events of Default . An “Event of Default ” shall be deemedto have occurredfor purposes of this Indenture if: Consequences of Default .
Appointment of Representative .
resignation is to become effective. Upon the resignation of a Representative a replacement shall be selectedby the affirmative vote of Purchasers holdinga majority of the Notes,measured by the amount outstanding with respect to each Note. If the Purchasers have not selected a replacement Representative within sixty (60) days following the effective date of the resignation, then the Company may select a replacement Representative in accordance with section 3.2.1.
Termination of Representative . The services of a Representative may be terminated at any time by the affirmative vote of Purchasers holding a majority of the Notes, measured by the amount outstanding with respect to each Note, but only if they simultaneously appoint a replacement Representative.
Payments DeemedHeld in Trust . Any Purchaser who receives a payment while anEvent of Defaultremains in effectin excess of the amount such Purchaser should have received pursuant to section 3.4.1 shall be deemed to be holdingsuch excess in trust for the benefitof other Purchasers, and shall return such excess on demand. or
If the acceleration of the outstanding principalwith respect to the Notes has not been authorized by the Purchasers, the date the Company has paid (i) to the Purchasers, all interest and principal due through such date, taking into account section 3.3.2; and (ii) to the Representative, all the expenses described in section 3.3.3; or
If the acceleration of the outstanding principalwith respect to the Noteshas been authorized by the Purchasers, the date the Company has paid (i) to the Purchasers all interest and principal due through such date, taking into account section 3.3.2 and (ii) to the Representative, all the expensesdescribed in section3.3.3; but only if Purchasers holding a majorityof the Notes, measured by the amount outstanding with respect to each Note, agree to annul the demand for acceleration. Limitation on Distributions .
Limitation of Liability . Neither the Company’s asset manager nor any person acting on behalf of the Company’s asset manager shall be liable to any person for having made a certification described in section 4.1 unless such person acted out of self-interest and with gross negligence or intentional disregard to the financial condition of the Company. In no event shall any such person be liable if, immediately following the distribution that was the subject of the certification, the aggregate outstanding indebtedness of the Company did not exceed eighty percent (80%) of the aggregate fair market value of all of the Company’s assets. Replacement of Indenture . The Company may at any time propose to (i) replace this Indenture in its entirety with a different indenture (the “Replacement Indenture ”); and (ii) designate one or more trustees qualified to act as a trustee with respect to such Replacement Indenture. The Company shall forwardto all Purchasers a true copy of the proposedReplacement Indenture together the identity of the proposed trustee and its willingness to serve (the “Notice ”). Upon the affirmative consent of Purchasers holding at least sixty-six and two-thirds percent (66 2/3%) of the Notes, measured by the amount outstanding with respect to each Note, the Replacement Indenture shall be deemed to have been adopted by all of the Purchasers and shall replace and supersede this Indenture in its entirety. If such affirmative consent has not been obtained within ninety (90) days following the date of the Notice, then the Company shall not again seek the consentof the Purchasers for any replacement indenturefor a period of an additional ninety (90) days. If a Replacement Indenture is adopted pursuantto this section,the Company will not subsequently propose another replacement indenture pursuant to this section. Prepayment . The Company may prepay any Note at any time, inwhole or in part. Withholding . The Company shall pay all amounts due under the Notes withoutwithholding or deduction for any taxes unless required by applicable law, and shall provide Purchasers with reasonable advance notice of any requiredwithholding. If any withholding or deduction for taxes is required by law, the Company shall pay such additional amounts as necessary so that the net amount received by the Purchaser equals the amount that would have been received in the absence of such withholding or deduction ("Additional Amounts"). However, no Additional Amountsshall be payable: (i) with respect to taxes imposed due to the Purchaser's failure to provide, upon the Company's reasonable request, an Internal Revenue Service Form W-9 or other applicable withholding certificate or tax documentation; or (ii) with respect to taxes imposed due to the Purchaser's present or former connection with the jurisdiction imposing such taxes (other than connections arising solely from the Purchaser having executed, delivered, become a party to, performed its obligations under, received payments under, or enforced the Notes).
Transfers . Notice . Any notice requiredor permitted to be providedpursuant a Note or this Note Indenture shall be given and received via email, unlessapplicable law requiresthat such noticebe
given in a different medium. All notices may be given by the senderor its legal counsel and shall be addressed to the party to whom such notice is to be given at ir@industryft.com if the recipient is the Company; (ii) the electronic mail address used by the Purchaser when registering online at the Site, if the recipient is a Purchaser; (iii) the addressspecified by the Representative at the time the Representative is chosen, if the recipient is the Representative; or (iv) such other address as a party may designated by notice complying with this section 8.
Governing Law . The Notesand this Note Indenture shall be construedaccording to the laws of the State of Nevada (without giving effect to its conflicts of laws principles) for all purposes. Amendments . (a) A Note may be amended only with the written consent of the Purchaser and the Company. (b) This Note Indenture may be amended with respect to administrative or technical matters that do not materially and adversely affect the rights of Purchasers (including, without limitation, corrections of ambiguities, defects,or inconsistencies) with the writtenconsent of the Companyand Purchasers holdingat least twenty-five percent (25%) of the Notes,provided that notice of such amendments shall be given to all Purchasers at least 15 days prior to their effective date, measuredby the amount outstanding with respect to each Note. (c) Notwithstanding the foregoing, any amendment to this Note Indenture that would (i) modify the principal amount, interest rate, payment terms, maturity date, or security provisions of the Notes, (ii) modify the provisions relating to conversion rights, if any, or (iii) otherwise materially and adversely affect the rights of Purchasers, shall require the written consentof the Company and Purchasers holding at least sixty six and two-thirds percent (66 2/3%) of the Notes, measured by the amount outstanding with respect to each Note. Related Parties . In the event that Notes are held by persons related to the Company, such Notes shall be ignored (in both the numerator and denominator) for purposes of any provision of this Indenture requiring a vote of the holders of the Notes. A person shall be treated as “related” to the Company for these purposes if such person (i) is an officer, employee, or manager of the Company; (ii) is an officer, employee,or manager of the Managerof the Company; (iii) owns 5% or more of the equity interests in the Company or in the Manager of the Company; (iv) bears a relationship to the Company describedin section 267(b)or section 707(b)of the Internal Revenue Code, in each case substituting the phrase “at least 10%” for the phrase “more than 50%”; or (v) is an immediate family member (including spouse, parents, siblings, children, and any other person living in the same household) of any person described in clauses (i), (ii), or (iii) above.
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