Terms & Conditions
An investment in the Securities involves a high degree of risk. See “Risk Factors.”
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES AGENCY OR COMMISSION HAS PASSED UPON OR ENDORSED THE ACCURACY, ADEQUACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM, NOR HAVE THOSE ORGANIZATIONS APPROVED OR DISAPPROVED THE SECURITIES.
Persons interested in participating in these Offerings after reviewing Offering Memorandums will be asked to make binding commitments to invest by executing the Limited Liability Company Agreement of the Company and the Subscription Agreement in the form accompanying Offering Memorandums and to deliver funds to the Company in the amount of the subscription price. See “Subscription” sections of the Memorandum Summary herein for a discussion of delivering payment and the other terms of these Offerings.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE COMPANY WILL NOT BE REGISTERED IN THE UNITED STATES AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “ICA”), IN RELIANCE UPON AN EXEMPTION AVAILABLE TO PRIVATELY OFFERED INVESTMENT COMPANIES, AND ACCORDINGLY, THE PROVISIONS OF THE ICA INTENDED TO PROVIDE VARIOUS PROTECTIONS TO INVESTORS ARE NOT APPLICABLE. NEITHER THE MANAGING MEMBER OF THE COMPANY NOR ANY OF ITS AFFILIATES WILL BE REGISTERED AS AN INVESTMENT ADVISER UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, OR ANY SUCH SIMILAR STATE STATUTE. FOR RESIDENTS OF FLORIDA, THE INTERESTS IN THE FUND OFFERED BY THIS MEMORANDUM (THE “INTERESTS”) HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. IF SALES ARE MADE TO FIVE (5) OR MORE INVESTORS IN FLORIDA, ANY FLORIDA INVESTOR MAY, AT HIS OPTION, VOID ANY PURCHASE HEREUNDER WITHIN A PERIOD OF THREE (3) DAYS AFTER HE (A) FIRST TENDERS OR PAYS TO THE FUND, AN AGENT OF THE FUND OR AN ESCROW AGENT THE CONSIDERATION REQUIRED HEREUNDER OR (B) DELIVERS HIS EXECUTED SUBSCRIPTION AGREEMENT, WHICHEVER OCCURS LATER TO ACCOMPLISH THIS. IT IS SUFFICIENT FOR A FLORIDA INVESTOR TO SEND A LETTER OR TELEGRAM TO THE FUND WITHIN SUCH THREE (3) DAY PERIOD, STATING THAT HE IS VOIDING AND RESCINDING THE PURCHASE. IF AN INVESTOR SENDS A LETTER, IT IS PRUDENT TO DO SO BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO INSURE THAT THE LETTER IS RECEIVED AND TO EVIDENCE THE TIME OF MAILING.
These OFFERING MEMORANDUMs CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS. THOSE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS OFFERING MEMORANDUM AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY, ITS MANAGER OR ITS OFFICERS WITH RESPECT TO, AMONG OTHER THINGS; (I) THE USE OF THE PROCEEDS (OR OTHER CONSIDERATION) OF THIS OFFERING; (II) THE COMPANY’S FINANCING PLANS; (III) TRENDS EXPECTED TO AFFECT THE COMPANY’S FINANCIAL CONDITION AND/OR RESULTS OF OPERATIONS; (IV) THE COMPANY’S OPERATING STRATEGY; AND (V) THE MARKET ANALYSIS AND FINANCIAL PROJECTIONS PRESENTED IN THIS OFFERING MEMORANDUM. YOU ARE CAUTIONED THAT ANY SUCH FORWARD LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. IN FORMULATING THE FINANCIAL PROJECTIONS, MANAGEMENT MADE CERTAIN ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT MANAGEMENT’S ASSUMPTIONS ARE ACCURATE OR THAT MANAGEMENT’S PROJECTIONS CAN BE REALIZED.
You should only rely on information contained in this Offering Memorandum. We have not authorized anyone else to provide you with any different information. If you subscribe for the Securities, the Company will require you to acknowledge at closing that you have requested and received all information necessary to make an informed decision to purchase its Securities.
The Company is not making an offer to buy or sell the Securities in any state or jurisdiction where the offer is not permitted. This Offering Memorandum is personal to you and does not constitute an offer to any other person or the public generally to subscribe for the Securities. You should not assume that the information in this Offering Memorandum is accurate as of any date other than the date on the front of this Offering Memorandum. There may have arisen a change in the affairs or business of either Company since that date, and you should not assume otherwise merely because you have received this Offering Memorandum.
The Company is selling its Securities in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and, accordingly, they are not being registered under the 1933 Act. Therefore, you may not resell the Securities unless they are subsequently registered under the 1933 Act and applicable state securities laws or an exemption from Federal and state registration requirement becomes available. You should assume that you must bear the economic risk of an investment in the Securities for an indefinite period of time.
IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
You may not use the information contained in this Offering Memorandum for any purpose other than in connection with your consideration of an investment in the Securities. The information in this Offering Memorandum is of a confidential nature which you will treat in a confidential manner. You may not, directly or indirectly, disclose or permit your affiliates or representatives to disclose any of the information to any other person or reproduce this Offering Memorandum, in whole or in part, without the prior written consent of the Company.
Neither Company nor any of its representatives are making any representation to you regarding the legality of your investment under applicable legal investment or similar laws. This Offering Memorandum does not constitute legal, business or tax advice. You should consult with your own legal, tax, business and financial advisors with respect to the investment.
You should direct all inquiries relating to the Company to Robert M. Dodenhoff Jr or to Maksims Sivohins at 265 Eastchester Dr. Ste 133, #310 High Point, NC 2762 or by phone at (703) 597-5792.
If you do not wish to invest in the Company, you must delete this Offering Memorandum within 15 days after you receive it and all information contained in this Offering Memorandum shall be kept confidential and may not be copied or reproduced without the prior written approval of the Company.