Drafted by Peter J. Stolarski in association with Colin Reyes for the purposes of Branch 22 Capital Partners.

BRANCH 22 CAPITAL PARTNERS

RULES & REGULATIONS

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Table of Contents:

I. Classification (Page 3)

II. Membership (Page 3)

III. Voting (Page 5)

IV. Investments (Page 6)

V. Fees (Page 8)

VI.Transparency (Page 9)

VII. Club Structure (Page 10)

VIII. Club Value Calculation (Page 15)

IX.Liability (Page 16)

X. Failure to Comply with Outlined Regulations (Page 17)

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I. Classification Branch 22 Capital Partners is classified as an investment club. Branch 22 Capital Partners

may be referred to as Club, Branch 22 Capital or simply Branch 22. The term “leadership” as well as any contextually synonymous terms, refer to the Chief Executive Officer, Chief Financial Officer, Investment Managers, members of the Public Affairs Department and Branch Managers. All rules and regulations have been fashioned in order to abide by the regulations drafted in The Act of 1940 and The Securities Act of 1933 as well as any other relevant regulations outlined by the SEC and other federally-approved regulatory institutions. Should there be any discrepancy between what is outlined below and the aforementioned regulations we request that you notify Branch 22 Capital’s management immediately via the email or phone number provided on our website at www.branch22.com. We have made every effort to comply with the regulations outlined by The Act of 1940 and The Securities Act of 1933 as well as other applicable regulations. Any element not outlined in this document is up to the discretion of the Chief Executive Officer pending agreement from members.

II. Membership

i. Membership ApprovalMembership approval sessions occur approximately every 30 days upon the conclusion

of the 30 day trading period which is described under the investments section. These sessions are not public offerings as there is no public offering made. The form is simply available on the website to anyone who may be interested. Individuals who are not personally known by Club members are rejected from the process as outlined in the suitability section, which voids the form available on the website as a public offering. Membership approval sessions last approximately 5 days during which the leadership determines which members are suitable in order to join the Club. Membership approval is up to the discretion of the Public Relations Officer of the Club. If there is any discrepancy with membership approval, members of the Club are allowed to request that a vote take place regarding the allowance of entry into the Club. However, the Chief Executive Officer of the Club reserves the right to reject any potential member of the Club for undefined reasons. If members do not agree with the rejection of a potential member they reserve the right to call a vote in regards to the position of the current Chief Executive Officer. By submitting an application for approval, the individual agrees to the rules and regulations of Branch 22 Capital Partners provided at www.branch22.com.Branch 22 Capital Partners reserves the right to deny membership without explanation. *Time frames described in this section are approximations and subject to slight variance.

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ii. SuitabilityInterested individuals who are considered suitable for the Club require three or more of

the following:a. A personal connection to a current member of the Club in order to exclude the

membership form publicly available from the term “public offering”. Individuals without a personal connection will be rejected in order to comply with regulations. Note that it is possible for a personal connection to develop during the membership approval process.

b. Knowledge in one of the markets the Club is currently invested in.c. A minimum amount of $20 to invest, although we recommend investing $50 or more due

to the low dollar-denominated yields associated with the minimum investment.d. Time in order to participate fully in the activities of the Club. Inactivity will not be

tolerated and members will be removed.

iii. Membership Revocation: Membership revocation falls under the power of Branch 22 Capital’s leadership. You may

request the removal of a member for any reason. Branch 22 Capital’s leadership will review the claim and issue a decision during the withdrawal session. The decision is issued during the aforementioned time to allow a potentially ousted member to withdraw all funds. Funds will be refunded to the ousted member within a 72 hour period minus the banking and exchange fees associated with the transaction. Although Branch 22 Capital's leadership will not bind itself to issue a reason for membership revocation, Branch 22 Capital’s leadership will make the utmost effort to maintain transparency. Membership revocation may occur for the following reasons:

a. Inactivityb. Majority vote to remove memberc. Breaching of the regulations outlined in the terms and conditionsd. Lack of funds contributed

iv. Activity: Activity is a crucial part of being a member of Branch 22. If a member is inactive, the

member risks membership revocation. Membership activity is any of the following:a. Having funds in Club possessionb. Participating in votingc. Communicating with Club membersd. Recommending investments to Club Leadership

v. Membership Ownership:Issued Membership is the sole property of the person it was issued to. It may not be sold,

transferred or shared. The member is not permitted to sell, transfer or share any sensitive data

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regarding their membership. Any such activity will be punished by immediate removal from the club.

III. Voting

i. Leadership Voting may occur at the conclusion of each trading session which lasts approximately 30 days. The exact time and duration of voting will be announced by Club officers approximately 72 hours prior to the voting session should the members request one. Any members who are not present at the voting session, should it occur, will be placed under review and risk being removed from the Club due to inactivity. The current Branch 22 Capital officers remain in power unless Club members request a vote to change the current administration. Officers include the Chief Executive Officer, the Chief Financial Officer as well as the Public Affairs Director. If no change is requested then it is assumed that the Club officers have been unanimously elected to hold their positions of power within Branch 22 Capital Partners. As stated above, Club Administrators are liable to be removed from power as the result of a vote that is called by members of the Branch 22 Capital Partners. All Club members are permitted to vote. A member will only be removed from their leadership position should more than 50% vote to remove them. The member will not vacate their leadership position until the Club has elected a member to fill the position.

ii. Membership Revocation Voting can occur upon the request of a member. The member who requested the vote is responsible for the organization of the voting session and is allotted 48 hours for the session’s execution. If the session is not complete by the end of the 48 hour period, the vote is forfeited. The member will not be removed until the end of the trading session. The member will only be removed if more than 50% of members choose to remove the member and the Chief Executive Officer approves the revocation. Membership revocation voting sessions are limited to 3 per investment session in order to preserve Club integrity. Each member may only request that a membership revocation vote be held once. Each member of the Club’s Leadership is allocated up to 3 requests per session while the Chief Executive Officer may remove a member at any time and is limited to the removal of two members per trading session. The regulations in Section II. Paragraph iii. are applicable to all ousted members.

iii. Investment Voting Each member of Branch 22 Capital Partners automatically agrees to participate in the investments the Club is currently involved in. If a member does not agree with an investment they can request that an investment voting session be held. The member who requested the vote is responsible for the organization of the voting session

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and is allotted 48 hours for the session’s execution. If the session is not complete by the end of the 48 hour period, the vote is forfeited. The Leadership of Branch 22 Capital Partners will carefully consider the proposition should 50% or more vote against the current investment. However, the outcome of the vote can be overruled by the Chief Executive Officer of Branch 22 Capital Partners. Should a member of the Club refuse to acknowledge the overruling, they can request that a vote be held regarding the Leadership positions of Club members upon the conclusion of the trading session. Refer to Section IV. Paragraph i. for more information.

iv. Trading Session Duration Voting may occur upon the request of a member. The member who requested the vote is responsible for the organization of the voting session and is allotted 48 hours for the session’s execution. If the session is not complete by the end of the 48 hour period, the vote is forfeited. A limit of 4 such voting sessions has been instituted in order to maintain liquidity and ensure proper resource allocation for the purpose of profit generation. If more than 50% of the Club’s members vote to end the session, the session will end within 48 hours and the Club will proceed into a withdrawal session.

v. Asset Voting Members must vote to liquidate assets if proceeds from assets are to be distributed. Note that this only affects members who have participated in the purchasing of assets. Members who joined after the purchase of assets will not have cash withheld from them. The club must vote in order to purchase assets and the individual who proposed the purchase is directly responsible for the formulation of voting. Voting on the purchase of physical assets is limited to 3 votes per trading session. The asset purchase is authorized only if over seventy percent of club members vote pro-purchase.

IV. Investments

i. Investment Management:The investments of the Club are determined and managed by the Chief Executive Officer,

Chief Financial Officer and Investment Managers. The Investment Managers of the Club are required to report any investments to the Chief Executive Officer and the Chief Financial Officer prior to completing their transaction and await approval. The Chief Executive Officer and Chief Financial Officer have been voted into power and reserve the right to cancel and manage all investments as outlined in of these rules and regulations. Note that the Chief Executive Officer is permitted to overrule investment proposals and decisions drafted or executed by the Chief Financial Officer. Investment Managers who fail to comply by the reporting requirements outlined above risk removal from the Club as outlined in the membership revocation section. Investment Managers are not by any means certified. However, the Chief Executive Officer of

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the Club is responsible for ensuring that every Investment Manager possesses enough experience and knowledge in order to ensure profit is generated. Should Club members believe that an Investment Manager is incompetent they can request they be removed from their position as outlined in Section IV. Paragraph i..

ii. Profit Allocation:Each member is allocated profit based on the amount they have contributed to the Club’s

funds. Each member receives profit relative to the funds contributed to the larger pool minus fees and the optional gratuity fee outlined below. The Club does not offer any securities. Profit is generated thanks to the collaborative effort of all members of the Club and inactivity results in removal from the Club.

iii. Fund WithdrawalA Club member may not remove funds from the Club during the investment period,

which is outlined below as the funds may be used in order to produce profit for the Club as a whole. Members are allowed to make withdrawal requests which are explained towards the end of this section. If the member absolutely needs to withdraw their funds they can request that the investment period end early. In order to make this request, it is recommended that the member contact the Leadership of the Club directly at the phone number or email provided on the webpage. The Club Leadership will hold a vote where members will vote whether to continue the session. Please refer to Section III. Paragraph iv. for more information. Profits from assets cannot be withdrawn unless the assets are voted to be liquidated. See Section III. Paragraph v. and Section VIII. Paragraph ii for more information. Should a member decide to withdraw funds and drop their account balance below $20, their membership shall be revoked. Such a low account balance demonstrates a lack of commitment to the club and its activities. The leadership of Branch 22 Capital may make exceptions for certain cases. The withdrawal period occurs immediately after the end of the trading session and lasts exactly 72 hours. During this period, withdrawal requests made during the trading session are processed and funds are deployed accordingly.

iv. Investment PeriodEach investment period, which is also referred to as a trading session, lasts for a duration

of approximately 30 days although exact time varies from investment period to investment period. Members will be notified of the duration of the investment period at the start of the investment period. The members may request and vote that the investment period be extended or cut short. The leadership of Branch 22 Capital Partners reserves the right to extend or shorten an investment period by up to 5 days without voting.

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v. Re-InvestmentA current investor may fill out the re-investment form during a membership approval

session for the purpose of increasing the investment amount. After the submission of the re-investment form, the current investor binds themselves to the submission of the outlined investment within 30 days. If the investor is unable to meet the deadline, membership revocation will be strongly considered by the Club leadership and legal action against the member may follow.

V. Fees

i. Gratuity FeeIn joining this Club you hereby acknowledge that you are aware of the optional gratuity

fee that you are paying. Gratuity fee is consistent for all members and is currently 20% of all profits. Branch 22 Capital operates on a pro-bono basis and does not charge any fees on initial contribution. The gratuity fee is automatically deducted, which means that profit displayed online is real. Club administrators are excluded from gratuity fee payment. All revenue from fees is used solely to benefit the Club’s operations and is used for purposes such as:-Website maintenance-Administration email maintenance-Banking fee coverage-Brokerage fee coverage-Trading fee coverage

You have the right to refuse paying this gratuity, however, you must notify Club administrators of your desire to cease paying the gratuity and they must acknowledge this request and process it.

a. Processing, in this case, is constituted as received an acknowledgement message from Club Administrators that they are no longer charging you the gratuity.b. You must give the Club administrators 72 hours to process this request. If they fail to process the request in 72 hours, you have a right to demand a refund of any gratuitycharged prior to the request.

ii. Loss-Hedging Fund FeeThe Loss-Hedging Fund has been established in order to maintain Club value during

unprofitable periods. When losses are sustained, they are offset to the greatest possible extent by funds stored in the Loss-Hedging Fund. The Loss-Hedging Fund fee is sustained by all members and any unallocated funds are appropriately refunded to members at the conclusion of the trading

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session. The current Loss-Hedging Fund fee is 5% and it is a mandatory fee. As promised by our pro-bono pledge, his fee is charged on profits.

VI. TransparencyOur Leadership aims to be as transparent about the Club’s financial status as possible. For

this reason we have established a plethora of methods for members to access information about the Club’s activities. These methods are outlined in the subsections below.

i. Weekly ReportThe Club’s Leadership will post a weekly report on social media outlets outlining the

current amount of Club profit in USD and percentages as well as the current Club value, any plans for the Club’s development as well as any other relevant information. Please request that the weekly report to be mailed to you via email if you do not have social media or prefer to use our automated email service. If any member wishes to access any financial information of the Club not outlined in the Weekly Report, they may request to do so via email or social media by contacting the Club’s Leadership directly.

ii. Session ReportAt the conclusion of each session the Club’s Leadership will post a weekly report on

social media outlets outlining the current amount of Club profit in USD and percentages as well as the current Club value, any plans for the Club’s development, the time and date of the start and conclusion of the fund withdrawal period as well as any other relevant information. Please request that the session report to be mailed to you via email if you do not have social media or prefer to use our automated email service. If any member wishes to access any financial information of the Club not outlined in the Weekly Report, they may request to do so via email or social media by contacting the Club’s Leadership directly.

iii. Request ReportEach member is allocated 4 requests per trading session to view more financial

information not outlined in the Club’s reports. To make a request please contact the Leadership of Branch 22 Capital Partners directly at the email provided on our website. Please allow approximately 72 hours to process your request.

iv. Online UpdatesThe Club has established personalized pages for each member. It is up to the member to

establish an account and request access to their personalized page. This page includes the contribution amount, profit incurred as well as the current balance of the member. This page is updated each Saturday during trading sessions.

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VII. Club Structure

i. Club Leadership Structurea. Chief Executive Officer (Officer)

-delegates authority to Chief Financial Officer-delegates authority to Branch Managers-delegates authority to Public Affairs Director

b. Chief Financial Officer (Officer)-delegates authority to Investment Managers-delegates financial authority to Branch Managers-reports to Chief Executive Officer

c. Public Affairs Director (Officer)-delegates authority to Public Affairs Branch Directors-reports to Chief Executive Officer

d. Investment Managers-report to Chief Financial Officer

e. Public Affairs Branch Directors-reports to Public Affairs Director

f. Branch Managers-delegate authority to branch members-report to Chief Executive Officer-report financially to Chief Financial Officer

g. Branch Members-report to Branch Manager

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ii. Club Leadership Responsibilities a. Chief Executive Officer (Officer)

-direct branch managers-approve club investments-review proposals -vote

b. Chief Financial Officer (Officer)-direct investment managers-propose investments-manage club finances-vote

c. Public Affairs Director (Officer)-direct Public Affairs Branch Directors-vote

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d. Investment Managers-propose investments-manage approved investments

e. Public Affairs Branch Directors-manage branch’s public affairs

f. Branch Managers-manage branch finances-develop branch-maintain contact with branch members-vote

g. Branch Members-vote

iii. Position Requirements and Appointmenta. Chief Executive Officer (Officer)-Must be elected into the position (remains in position unless voted otherwise)-Should possess general management and financial skills in order to properly coordinate various club efforts

b. Chief Financial Officer (Officer)-May be elected into the position (remains in position unless voted otherwise)-May be appointed into position by CEO. The CEO’s appointment supersedes voting.-Should possess financial management skills in order to properly coordinate club efforts

c. Public Affairs Director (Officer)-May be elected into the position (remains in the position unless voted otherwise)-May be appointed into position by CEO. The CEO’s appointment supersedes voting.-Should possess human resource management skills as well as proficiency in verbal and virtual communication

d. Investment Managers-Appointed into position by the Chief Financial Officer-Should possess financial management skills as well as experience in a specific market.

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Trial Period:The Investment Manager is responsible for the proposition of investment projects and the management of current investments. In order to determine the suitability of an individual for this position, the Chief Financial Officer will put a prospective Investment Manager through a trial period of one investment period. This trial period will consist of engagement with the Investment Manager’s future investment field. This trial period will not allow the prospective Investment Manager to manage real funds. Instead the prospective Investment Manager will partake in a simulation chosen by the Chief Financial Officer. Upon the closing of the investment period, the prospective Investment Manager’s performance will be reviewed and a decision will be rendered by the Chief Financial Officer.

e. Branch Managers-Appointed into position by the Chief Executive Officer-Should possess basic management skills as well as proficiency in verbal and virtual communication with clients

Trial Period:The Branch Manager is responsible for the maintenance of a Branch. A “Branch” is defined as a part of Branch 22 Capital Partners. The branch must maintain a minimum contribution of $60 as well as three members. Upon appointment, the Branch manager will have two membership approval sessions in order to bring 3 members, including themselves, into Branch 22 Capital Partners. After this period ends, should the Branch Manager fail to meet the aforementioned criteria, they will be removed from their position. Should the Branch Manager be successful, they will be issued with the appropriate resources necessary for the further development of their Branch. Any prospective Branch Managers are asked to contact management@branch22.com.

f. Public Affairs Branch Directors-Appointed by the Public Affairs Director-Should possess basic human resource management skills as well as proficiency in verbal and virtual communication

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iv. Club Financial Structure

a. CashCash is forwarded by Members to Branch Managers, who in turn deposit the money into the Club bank account. A record of this transaction is kept through our investment forms.

b. Online PaymentOnline payments are deposited directly into the Club's bank account and a record of the transaction is provided to the member.

c. Money FlowThe Chief Executive Officer distributes funds to the Chief Financial Officer who in turn utilizes the funds to finance Club-approved projects. Funds not utilized by the Chief Financial Officer (usually approximately 40%) are forwarded to Investment Managers whose projects have been approved.

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v. Club General Management Structure

a. BranchIn order for a group of individuals who are registered members of Branch 22 Capital Partners to be considered a branch, the following criteria must be met.

-Minimum of $60 total contribution-Minimum of 3 members-Must be led by a registered Branch Manager, appointed by the CEO-Must be further than 10 miles from the nearest branch

b. Investment BranchAn investment branch is a branch operated by an Investment Manager who manages funds in a specific branch of finance. Approved branches and branch development currently includes

-Equity Trading-Cryptocurrency Trading-Cryptocurrency Mining-Commodity Trading-Forex

VIII. Club Value Calculation

i. CashClub Value is calculated by combining the value of all assets. Cash refers to the amount

of unallocated funds present in Branch 22 Capital Partners’s bank account.

ii. Physical AssetsThe total value of physical assets is calculated and subsequently added to the total club

value. These physical assets can include but are not limited to: cryptocurrency mining rigs, computer hardware and physically-held commodities. The ownership of assets is divided among Club members based on the amount invested. (A Club member with 5% contribution will own 5% of the assets) The value of assets will not be returned to members upon withdrawal unless physical assets are liquidated.

iii. Re-Investment FormsWhen a re-investment form is filled out and submitted the value of the re-investment

form is calculated into the club’s official valuation.

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iv. Invested PortfoliosThe current market value of portfolios containing investments such as: equities, bonds

and cryptocurrencies is calculated into the total club valuation.

IX. Liability and Security

i. LiabilityThe Leadership of Branch 22 Capital Partners is not liable for any losses sustained by

members of the Club. Note that the percent loss sustained by any member of the Club will be nearly identical to the percent loss sustained by the Leadership of Branch 22 Capital Partners. It is in the best interest of the Club’s Leadership to make the most profitable investments. Although our Club has a superb record of return, investment in anything comes with associated risks. Members can withdraw their funds at the end of each session or vote to end a session early as outlined in the investment period section.

ii. Capital ReserveBranch 22 Capital Partners holds a capital reserve of approximately 15% of contributed

funds. This is done in an effort to insure 15% of member contributions from any loss and streamline the withdrawal process. Members may not opt out of this capital reserve.

iii. Loss-Hedging AgreementThe Loss-Hedging Agreement has been formulated for inexperienced Investment

Managers who have been asked or have asked to cover any losses they may sustain. The Loss-Hedging Agreement is as follows.

Loss Hedging Agreement

The undersigned individual is a member of Branch 22 Capital Partners, which was formerly known as Phoenix Investment Group and is registered as such electronically through www.phoenixinvestment.co or www.branch22.com. The undersigned individual has been granted access to the funds of Branch 22 Capital Partners and has been allowed to manage these funds. Funds invested into any capital market are subject to risk and therefore losses. The undersigned individual swears to cover any loss of capital that he or she has incurred or will incur while trading [investment]. The undersigned individual swears to cover any lost funds incurred until [MM/DD/YY] before [MM/DD/YY].

Print Name: ____________________

Signature: _____________________

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X. Failure to Comply with Outlined Regulations:Failure to comply with these rules and regulations will result in immediate removal from the club. Each member is allowed to make a request to rejoin the club after removal which will be reviewed by the Branch 22 Capital Partners Leadership.

Branch 22 Capital Partners reserves the right to deny membership to Branch 22 Capital Partners for any reason or no reason at all. By submitting the membership application form, you acknowledge that you have reviewed the rules and regulations and comply with them in full. We reserve the right to edit these rules and regulations at any time. Upon edit, they will be effective after 72 hours and members shall be notified of changes within 24 hours. By submitting this form you also acknowledge and accept any future changes to the rules and regulations.