G6 Capital, LLC: Terms and Conditions Outline

01 Purpose

Create a pooled investment vehicle where members share equally in the performance of contributed employer equity and approved alternative assets.

02 Fund Structure

The fund operates as G6 Capital, LLC, formed in Wyoming.

• Private Limited Liability Company (LLC) taxed as a partnership.
• Closed membership group.
• Target: 3 to 20 members.
• Equal ownership among all members.
• No member receives additional ownership based on the performance of their original contribution.

Wyoming was selected for:

• No state income tax on pass-through income.
• A $60 annual report fee, well below Delaware's $300 (rising to $400 in 2026).
• Member names are not disclosed on the public annual report.

03 Minimum Lock-Up

• Minimum lock-up period: 5 years from fund formation.
• No voluntary redemption before the end of the lock-up.
• Extension beyond 5 years may be approved under the fund's voting rules.
• The fund itself may sell or otherwise manage underlying assets during the lock-up.

04 Standard Contribution

Each member commits $10,000 of Day 0 economic value.

Day 0 is September 10, 2026.

Day 0 establishes:

• Fund formation date.
• Valuation date.
• Required contribution quantity.

The quantity is fixed using Day 0 valuation and is not subsequently reduced because the asset appreciates.

Assets that trade in whole units (shares, options, RSUs, and an elected stock) are rounded up to the next whole unit, so the fund receives at least $10,000 of Day 0 value. Divisible assets such as cryptocurrency are not rounded. The portal shows each member the quantity and its Day 0 dollar value.

The initial deposit window runs September 1 through September 30, 2027.

05 Contribution Types

A. Private Employer Equity

Eligible forms include:

• Restricted Stock Units (RSUs), once vested and settled.
• Stock options, once vested and exercised.
• Transferable private-company shares.

Private-company value is based on the 409A valuation referenced in the member's offer letter, provided the offer letter was sent on or before Day 0.

If the offer letter or underlying 409A documentation is ambiguous or unavailable, the contribution is priced at fair market value (FMV), sized to the $10,000 standard commitment.

B. Public Employer Equity

Publicly traded stock may be used only when it is equity in the member's employer.

A member cannot satisfy the equity contribution requirement by contributing unrelated public securities.

The number of shares is determined using the employer's public market price on Day 0.

C. Members Without Employer Equity

Members without qualifying employer equity contribute:

$10,000 of Day 0 value in an alternative investment they elect, such as a publicly traded stock or a cryptocurrency, approved under the fund's voting rules. Cash is not a contribution: the member buys the asset and contributes it. The Day 0 price of the asset fixes the required quantity, whenever the purchase happens.

The approved alternative-asset universe includes cryptocurrency, held in cold storage.

All members nevertheless receive equal ownership.

06 RSUs

• Day 0 fixes the required share quantity.
• RSUs remain with the employee until they vest.
• After settlement, the corresponding shares are contributed to the fund.
• Appreciation or depreciation between Day 0 and vesting does not alter the required quantity.

07 Stock Options

• Day 0 establishes the required option/share quantity.
• Options remain with the employee until vested.
• Member exercises the required options.
• Resulting shares are contributed to the fund.
• Exercise costs and employee-level taxes remain the member's responsibility.

08 Employment Loss Before Contribution

Applies to:

• Termination.
• Voluntary departure.
• Grant cancellation.
• Failure to vest.
• Other loss of the committed employer equity.

Default:

• Member loses eligibility to continue participating.
• Membership terminates pursuant to the operating agreement.
• No replacement contribution and no right to rejoin the fund.

Exception: Loss During Year 1

If the loss occurs during the fund's first year, the member may elect to remain in the fund by contributing $10,000 in approved alternative assets in place of the original employer-equity commitment.

The operating agreement should define the treatment of any amounts already contributed before termination.

09 Acquisition, IPO and Other Liquidity Events

If a liquidity event occurs before contribution:

• Cash received in respect of committed equity follows the fund commitment.
• Replacement/acquirer securities follow the fund commitment.
• Accelerated vested shares follow the fund commitment.

After securities have entered the fund:

• Acquisition proceeds belong entirely to the fund.
• Tender proceeds belong to the fund.
• IPO proceeds belong to the fund.
• Dividends and distributions remain in the fund.

10 Excess Liquidity / Sale Proceeds

Cash generated from:

• Asset sales.
• Acquisitions.
• Tender offers.
• Redemptions.
• Dividends.
• Other liquidity events.

may be allocated to:

• SPY.
• QQQ.
• High-Yield Savings (HYS) or equivalent interest-bearing cash instruments.

The HYS allocation is held via Mercury Treasury.

This becomes the fund's default liquidity-management bucket unless members approve another investment.

11 Investment Decisions

• Major investment decisions require:
  • A simple majority, if membership is below 10.
  • A 70% threshold, if membership is 10 or more.
• No management fee.
• No carried interest.
• Reasonable fund expenses may be reimbursed.

Major decisions can include:

• Sale of significant positions.
• Early diversification.
• Changes to approved alternative assets.
• Extending the fund beyond the minimum lock-up.
• Material changes to investment policy.

12 Distributions After Lock-Up

After the minimum 5-year lock-up:

• Members may approve liquidation or continued operation.
• Distributions may be:
  • Cash, or
  • In-kind securities.

All distributions are made pro rata according to equal membership interests.

No member receives preferential treatment based on which original asset produced the fund's gains.

Core Rules