Owner Portal — The Exchange Building

Securities & Offering

Regulation D — 506(b) Filing

Federal securities exemption documents for the Floors 4–8 offering. These documents must be reviewed by securities counsel before use.

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506(b) / 506(c) Filing Guide

Complete analysis of Reg D requirements, Howey test, filing timeline, costs, and Tennessee Blue Sky compliance.

REFERENCE PDF ★

Private Placement Memorandum

Full PPM draft — offering summary, risk factors, property description, financials, management, and investor suitability standards.

DRAFT PDF ✎

Subscription Agreement

Investor subscription agreement with accredited investor certification, representations, warranties, and investor questionnaire.

DRAFT PDF

Condominium Formation

Tennessee Horizontal Property Act

Alternative structure — condominize the building under TCA § 66-27-201 et seq. and convey Floors 4–8 as fee simple title with an HOA regime. Structured in the majority owner's favor.

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Declaration of Condominium (CC&Rs)

Master declaration creating a two-unit condominium — Unit A (Floors 4–8) and Unit B (Floors 1–3 & 9–19). Includes allocated interests, common elements, maintenance, insurance, and use restrictions.

DRAFT PDF ⚙

Association Bylaws

Governance bylaws — board composition (2:1 majority control), voting rights, meetings, assessments, financial reporting, and officer roles.

DRAFT PDF ☑

Rules & Regulations

Building rules — construction standards, common element use, access, signage, historic preservation compliance, noise, insurance, and enforcement.

DRAFT PDF

Important Notes

Before You Proceed

All Documents Are Drafts

Every document in this portal is a draft template prepared for discussion purposes only. None should be executed, filed, or distributed to investors without review and approval by qualified Tennessee legal counsel.

Required professional review:
• Securities attorney — PPM, Subscription Agreement, Form D filing
• Real estate / condominium attorney — Declaration, Bylaws, Rules
• Licensed surveyor / architect — Plats and Plans (required for recording)
• CPA / tax advisor — Tax implications, entity structuring
• Title company — Legal description, title insurance, recording