PRIVATE PLACEMENT MEMORANDUM Blackcommerce, LLC A

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Page 1 of 111PRIVATE PLACEMENT MEMORANDUMBlackcommerce, LLCA Michigan Limited Liability CompanyJanuary 25, 2019BY ACCEPTING THIS PRIVATE PLACEMENT MEMORANDUM (“PPM”), YOU, THE OFFEREESHALL KEEP IN CONFIDENCE THE CONTENTS OF THIS PPM AND THE CONTENTS OF ANY ANDALL ATTACHMENTS. INFORMATION HEREIN SHALL ONLY BE SHARED WITH THE OFFEREE’SACCOUNTING AND LEGAL COUNSEL. OFFEREE SHALL RETURN THIS PPM AND ALL OTHERATTACHED DOCUMENTS TO THE MANAGER IF AT ANY TIME THE MANAGER REQUESTS THERETURN OF SUCH DOCUMENTS OR IF OFFEREE CHOOSES NOT TO SUBSCRIBE TO UNITSHEREIN.Name of OffereeMemorandum Number

Page 2 of 111PRIVATE PLACEMENT MEMORANDUMBlackcommerce, LLCA Limited Liability CompanyMinimum 1,000Maximum 107,000A Private Offering of 1,070 Convertible Promissory NotesPurchase Price 100.00 Per NoteMinimum Purchase: 100 (1 Note)THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. See “RISK FACTORS” for informationregarding Blackcommerce, LLC lack of operating history, capital needs and other risk factors to beconsidered by investors prior to subscribing for units.Blackcommerce, LLC(the “Company”), a Michigan limited liability company managed by EdwardMerriman (the “Manager”), is hereby privately offering (the “Offering”) convertible promissory notesrepresenting a loan to the Company that can be converted into a ownership interest within the Company(“Notes”).Blackcommerce, LLC is offering 1,070 convertible promissory notes at 100.00 per Note to be sold at onehundred dollars ( 100) per tranche (the “Minimum Purchase”) in a best efforts offering to Non-accreditedInvestors, Accredited Investors and Non-US Investors as defined under Rule 902 of Regulation S of theSecurities Act of 1933. Blackcommerce, LLC is raising the funds via Buy The Block intermediary CRD#287496. Those subscribers should be made aware such funds will NOT be escrowed. Subscribers maypurchase less than the minimum at the sole discretion of the Manager. The maximum capital availablethrough this Offering is one hundred and seven thousand dollars ( 107,000). (See “USE OFPROCEEDS.”) Even though this offering is limited to 5,000,000, this will not preclude the Companyor the Manager from conducting similar offers for more money in the future. The Manager may offerto sell an unlimited number of Units in the Company if the Manager sees fit.Offers and sales of the convertible promissory notes will be made only to investors in accordance INVESTORSUITABILITYSTANDARDS/INVESTOR LIMITS.”). Such sales may only be made to investors that have (a) read thisPrivate Placement Memorandum; (b) deposited their subscription funds into the Company’s subscriptionaccount; (c) had their signed Subscription Agreement accepted by the Company; and (d) signed theOperating Agreement (the “Members”).Blackcommerce, LLC is a company focused on investing in real estate assets. The Company will receiverevenues via profits from sales of real estate holdings.NOTE: THE MANAGER MAY ELECT TO RETURN ANY INDIVIDUAL SUBSCRIBER’S OR MEMBER’SINVESTMENT PLUS ACCUMULATED DISTRIBUTIONS AT ANY TIME FOR ANY REASON AT THEMANAGER’S ELECTION.1 Page

Page 3 of 111THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES ANDEXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BYSECTION 4(2) OF THE ACT, RULE 506 OF REGULATION D OF THE GENERAL RULES ANDREGULATIONS PROMULGATED THEREUNDER BY THE SECURITIES AND EXCHANGECOMMISSION. ACCORDINGLY, DISTRIBUTION OF THIS PRIVATE PLACEMENTMEMORANDUM IS LIMITED TO PERSONS WHO MEET CERTAIN MINIMUM FINANCIALQUALIFICATIONS AND THIS PRIVATE PLACEMENT MEMORANDUM DOES NOTCONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY WITHRESPECT TO ANY PERSON WHOM DOES NOT MEET SUCH FINANCIALQUALIFICATIONS.THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THESECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPONOR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OFTHIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.The date of this Private Placement Memorandum is January 25, 2019.The Offering will terminate on December 31, 2019 (the “Offering Termination Date”) unless extended atthe sole discretion of the Manager. The Manager reserves the right to terminate the Offering at any time.Any subscriptions which have been tendered to the Company and have not been accepted on or before theOffering Termination Date will be returned to subscribers and any subscription funds included therewithwill be returned without interest thereon unless the Offering Termination Date is extended or the Managerelects, in its sole discretion, to accept such subscriptions.Price to InvestorsPrice Per Convertible PromissoryNoteMinimum Purchase Price (1note)Total Maximum Offering (1,070Notes)Proceeds to Company 100.00SellingCommissions 4.50 100.00 4.50 95.50 107,000.00 4,815.00 102,185.00 95.502 Page

Page 4 of 111ContentsContents1.0 DISCLAIMERS AND DISCLOSURES62.0 SUITABILITY STANDARDS/INVESTOR LIMITS83.0 STATE RESTRICTIVE LEGENDS134.0 OFFERING SUMMARY255.0 USE OF PROCEEDS266.0 SUMMARY OF PRINCIPAL TERMS277.0 RISK FACTORS. .318.0 CONFLICTS OF INTEREST .349.0 FIDUCIARY RESPONSIBILITY OF THE MANAGER .3510.0 BLACKCOMMERCE, LLC BUSINESS PLAN3611.0 CERTAIN TAX CONSIDERATIONS8612.0 SECURITY OWNERSHIP/BENEFICIAL OWNERS8813.0 DESCRIPTION OF SECURITIES8814.0 SUMMARY OF OPERATING AGREEMENT9015.0 INTEGRATION10316.0 Subscription Agreement10417.0 EXECUTION PAGE FOR SUBSCRIPTIONS BY INDIVIDUALS11018.0 EXECUTION PAGE FOR SUBSCRIPTIONS BY ENTITIES .111Page 5 of 1113 Page

Page 6 of 1111.0 DISCLAIMERS AND DISCLOSURESTHIS PRIVATE PLACEMENT MEMORANDUM (HEREINAFTER SOMETIMES THE“MEMORANDUM”) HAS BEEN PREPARED BY THE MANAGER AND IS SUBMITTEDSOLELY FOR THE PURPOSE OF EVALUATING THE INVESTMENT OFFERED HEREBY.NOTHING CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM IS OR SHOULDBE RELIED UPON AS A GUARANTEE OR REPRESENTATION AS TO FUTURE EVENTS.MUCH OF THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND HAS NOT,AND WILL NOT BE PUBLICLY DISCLOSED. BY ACCEPTING THIS PRIVATE PLACEMENTMEMORANDUM, THE RECIPIENT AGREES NOT TO REPRODUCE THIS PRIVATEPLACEMENT MEMORANDUM, EITHER IN PART OR IN WHOLE, AND ITS USE ISPERMITTED ONLY BY THE PARTY IDENTIFIED ON THE COVER PAGE HEREOF FOR THESOLE PURPOSE OF EVALUATING THE INVESTMENT OFFERED HEREBY. IF THE PARTYIDENTIFIED ON THE COVER PAGE HEREOF DECIDES NOT TO SUBSCRIBE FOR UNITS,THIS PRIVATE PLACEMENT MEMORANDUM MUST BE RETURNED TO THE COMPANY.NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANYREPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN AND, IF GIVEN OR MADE,SUCH INFORMATION OR REPRESENTATION(S) MUST NOT BE RELIED ON AS HAVING BEENAUTHORIZED BY THE COMPANY. NEVERTHELESS, THE COMPANY WILL MAKE AVAILABLETO PROSPECTIVE PURCHASERS, DURING THE OFFERING PERIOD, THE OPPORTUNITY TOASK QUESTIONS AND RECEIVE ANSWERS FROM OFFICERS OF THE COMPANYCONCERNING ANY ASPECT OF THIS INVESTMENT AND TO OBTAIN ADDITIONALINFORMATION CONCERNING THE BUSINESS OF THE COMPANY.THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGECOMMISSION UNDER THE SECURITIES ACT OF 1933, (THE “ACT”), IN RELIANCE UPON THEEXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(2) OF THE ACT, RULE 506 OFREGULATION D PROMULGATED THEREUNDER AND SUCH OTHER EXEMPTIONS AS MAY BEAVAILABLE TO THE COMPANY. FURTHER, THE SECURITIES HAVE NOT BEEN QUALIFIEDOR REGISTERED UNDER THE LAWS OF ANY STATE OR JURISDICTION. DISTRIBUTION OFTHIS PRIVATE PLACEMENT MEMORANDUM IS LIMITED TO PERSONS WHO MEET CERTAINMINIMUM FINANCIAL QUALIFICATIONS. THIS PRIVATE PLACEMENT MEMORANDUM DOESNOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY WITHRESPECT TO ANY PERSON WHOM DOES NOT MEET SUCH MINIMUM FINANCIALQUALIFICATIONS.PROJECTIONS ARE CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM.PROJECTIONS CAN BE INHERENTLY UNRELIABLE (SEE “RISK FACTORS”). ANYASSUMPTIONS, PREDICTIONS OR PROMISES, WHETHER WRITTEN OR ORAL, WHICH DO NOTCONFORM TO THOSE IN THIS PRIVATE PLACEMENT MEMORANDUM SHOULD BEDISREGARDED AND THEIR USE IS A VIOLATION OF THE LAW.THE UNITS HAVE NOT BEEN QUALIFIED UNDER CERTAIN STATE SECURITIES LAWS INRELIANCE UPON THE APPLICABLE EXEMPTIONS FROM REGISTRATION FOR PRIVATEOFFERS AND SALES OF SECURITIES. NO UNITS MAY BE SOLD, ASSIGNED OR OTHERWISE4 Page

TRANSFERRED UNLESS THE COMPANY AND ITS LEGAL COUNSEL HAVE RECEIVEDEVIDENCE SATISFACTORY TO BOTH THAT SUCH TRANSFER DOES NOT INVOLVE APage 7 of 111TRANSACTION REQUIRING QUALIFICATION UNDER SAID STATE SECURITIES LAWS AND ISIN COMPLIANCE WITH SUCH LAW.THIS MEMORANDUM IS NOT KNOWN TO CONTAIN AN UNTRUE STATEMENT OF AMATERIAL FACT, OR TO OMIT MATERIAL FACTS WHICH IF OMITTED, WOULD MAKETHE STATEMENTS HEREIN MISLEADING. IT CONTAINS A FAIR SUMMARY OF THEMATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.HOWEVER, THIS IS A SUMMARY ONLY AND DOES NOT PURPORT TO BE COMPLETE.ACCORDINGLY, REFERENCE SHOULD BE MADE TO THE SUBSCRIPTION AGREEMENTAND OTHER AGREEMENTS AND DOCUMENTS, COPIES OF WHICH ARE ATTACHEDHERETO OR WILL BE SUPPLIED UPON REQUEST, FOR THE EXACT TERMS OF SUCHAGREEMENTS AND DOCUMENTS.PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THISMEMORANDUM OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THECOMPANY, ITS MANAGER, OR PARTNERS, AS INVESTMENT, LEGAL OR TAX ADVICE. EACHINVESTOR SHOULD CONSULT HIS/HER OWN COUNSEL, ACCOUNTANT AND OTHERPROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERSCONCERNING HIS/HER INVESTMENT.THE OFFEREE, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO PROMPTLYRETURN THIS MEMORANDUM, AND ANY OTHER DOCUMENTS OR INFORMATIONFURNISHED BY THE COMPANY IF THE OFFEREE DOES NOT PURCHASE ANY OF THECOMPANY UNITS OFFERED HEREBY. IN MAKING AN INVESTMENT DECISION, INVESTORSMUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THEOFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED.THIS MEMORANDUM INVOLVES A VERY HIGH DEGREE OF RISK, AND THE PURCHASE OFCOMPANY UNITS SHOULD ONLY BE CONSIDERED BY PERSONS WHO CAN AFFORD THETOTAL LOSS OF THEIR INVESTMENT (SEE “RISK FACTORS”).THE MANAGER IS NOT AN ADVISOR OR CONSULTANT TO THE PROSPECTIVEINVESTOR IN THIS INVESTMENT. THE MANAGER HAS MULTIPLE CONFLICTS OFINTEREST WHICH PRECLUDE THEM FROM ADVISING POTENTIAL INVESTORS WHOARE THEREFORE ADVISED TO DO THEIR OWN DUE DILIGENCE AND TO SEEK OUTSIDECOUNSEL. COUNSEL FOR THE COMPANY HAS ACTED ON BEHALF OF THE MANAGERAND THE COMPANY AND DOES NOT REPRESENT THE SUBSCRIBERS TO WHICH THISOFFERING MEMORANDUM WAS EXTENDED.5 Page

Page 8 of 1112.0 SUITABILITY STANDARDS/INVESTOR LIMITSThe Manager has established suitability standards for the protection of all the Members as thesuccess of a group investment is often enhanced if all of the Members share a commoninvestment goal, have similar investment experience and similar financial capabilities. Thesuitability standards for an investment in the Company were established by the Managerafter considering the following factors:1. An investment in these Units has little, if any liquidity. It is unlikely that a market forthe resale of these Units will exist. Investors should be able to continue in theinvestment until the disposition of all of the assets of the Company and the subsequentdissolution of the Company occurs.2. An investment in these Units will be affected by Federal and State income taxes.Investors should consider the taxable income (losses) projected to be produced fromthe Company and be aware of the importance of their marginal tax bracket in terms ofany tax liability (savings) projected to be received.3. An investment in these Units may produce a positive cash flow which would beavailable for distribution. However, it is possible that the Manager will determine tofund additional reserves from the cash flow generated by the Company and there maynot be any cash available for distribution from operations.4. An investment in these Units should be considered long term in nature. Investorsshould be in a financial position that will enable them to hold these Units for the periodof time projected. Investors should be aware that there may be adverse taxconsequences of selling their Units prior to the dissolution of the Company.Established Standards/Investment LimitsInvestors who wish to purchase these an investor will be limited to investing:(1) the greater of: 2,000 or 5 percent of the lesser of the investor’s annual income or networth if either annual income or net worth is less than 100,000; or(2) 10 percent of the lesser of the investor’s annual income or net worth, not to exceed anamount sold of 100,000, if both annual income and net worth are 100,000 or more.The chart below illustrates a few examples:InvestorAnnualIncome 30,000InvestorNet Worth 105,000 150,000 80,000 150,000 200,000 1,200,000 100,000 900,000 2,000,000CalculationGreater of 2,000 or 5% of 30,000 ( 1,500)Greater of 2,000 or 5% of 80,000 ( 4,000)10% of 100,000 ( 10,000)10% of 200,000 ( 20,000)10% of 1,200,000 ( 120,000),subject to 100,000 capInvestmentLimit 2,000 4,000 10,000 20,000 100,0006 Page

Page 9 of 111In addition, the Manager must ascertain that a prospective investor can bear the economicrisks of an investment in the Company, and that the investment is appropriate for theinvestor's investment objectives, portfolio structure, and financial situation and that theinvestor has the capacity to protect their own interests in connection with the investment andwill make the final decision to invest in the Company.The Manager has the absolute right in its sole discretion to accept or reject any subscriptionoffer submitted to them, and shall incur no liability for rejection of any prospective investor.Subscriptions Subject to Review and Acceptance by the ManagerAn investor who desires to invest in the Units will compl

private placement memorandum blackcommerce, llc a michigan limited liability company january 25, 2019 by accepting this private placement memorandum (“ppm”), you, the offeree shall keep in confidence the contents of this ppm and the contents of any and all attachments. information herein shall only be shared with the offeree’s accounting and legal counsel. offeree shall return this ppm .