TABLE OF CONTENTS

I. State Legends

II. Summary of the Offering 22

A. The Partnership 22

B. General Partner 22

C. Operation 22

D. Introduction Executive Summary 22

E. Business Plan 29

F. The Offering 29

G. Risk Factors 30

H. Use of Proceeds 30

I. Minimum Offering Proceeds – Escrow of Subscription Proceeds 30

J. Partnership Units 30

K. Registrar 30

L. Subscription Period. 30

III. Requirements for Purchasers. 31

General Suitability Standards. 31

Accredited Investors. 31

Other Requirements. 34

IV. Forward Looking Information 34

V. Risk Factors. 35

A. Development Stage Business. 35

B. Inadequacy of Funds. 35

C. Dependence on Management 35

D. Risks Associated with Expansion. 36

E. Customer Base and Market Acceptance. 36

F. Competition. 36

G. Trend in Consumer Preferences and Spending. 37

H. Risks of Borrowing. 37

I. Unanticipated Obstacles to Execution of the Business Plan. 37

J. Management Discretion as to Use of Proceeds. 37

K. Control By Management 38

L. Return of Profits. 38

M. No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets. 38

N. Dilution. 39

O. Limited Transferability and Liquidity. 39

P. Broker – Dealer Sales of Units. 39

Q. Long Term Nature of Investment 40

R. No Current Market For Units. 40

S. Compliance with Securities Laws. 40

T. Offering Price. 40

U. Lack of Firm Underwriter. 41

VI. Use Of Proceeds. 42

A. Sale of Equity. 42

B. Corporate Application of Proceeds. 42

VII. Management. 43

VIII. Management Compensation. 45

IX. Board of Advisors. 46

X. Dilution. 46

XI. Current Partners. 47

XII. Partnership UNIT OPTION AGREEMENTS. 48

XIII. Litigation. 48

XIV. Description of Units. 48

XV. Transfer Agent and Registrar. 49

XVI. Plan of Placement. 49

A. Escrow of Subscription Funds. 49

B. How to Subscribe for Units. 49

XVII. Additional Information. 50

Exhibits:

Exhibit A – Operating Agreement ………………………..…………………………………………… 51

Exhibit B – Operating Agreement Counter Part……………………………………………………52

Exhibit C – Subscription Agreement ………………………….……………………………………….94

Exhibit D – Investor Suitability Questionnaire ……………………………………………………104

Exhibit E – Financials ………………………………………………………………………………………110

____________________________________________________________________________________________________________________________________________________

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

Clovis ai LLC

(A South Carolina Limited Liability Company)
Private Offering of Membership Interest
At a Price of $1.00 per Unit for up to $1,000,000 Total Gross Proceeds
There is a Minimum of 125,000 Units that Must be Sold before Breaking Escrow

Maximum Partnership Units Offered:
1,000,000
Minimum Partnership Units Offered: 125,000
Price Per Unit: $1.00
Minimum Investment: $25,000 (25,000 Units)

CLOVIS AI LLC, is a South Carolina Limited Liability Company which has elected Partnership tax status (the “Partnership”). The Partnership is offering a minimum of 125,000 and a maximum of 1,000,000 Partnership Units for $1.00 per Unit. The offering price per Unit has been arbitrarily determined by the Partnership.

The Date of this Private Offering Memorandum is
June 30, 2022

ACCREDITED INVESTORS ONLY
THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE UNITS.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF SOUTH CAROLINA, OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506(c) PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.
Sale Price Selling Commissions (2) Proceeds to Partnership (3)
Per Unit $1.00 $0.10 $0.90
Minimum $125,000 $12,500 $112,500
Maximum $1,000,000 $100,000 $900,000
FOOTNOTES TO ABOVE TABLES
(1) The Partnership reserves the right to waive the 25,000 Unit minimum subscription for any investor. The Offering is not underwritten. The Units are offered on a “best efforts” basis by the Partnership
through its officers and directors. The Partnership has set a minimum offering amount of 125,000 Units with minimum gross proceeds of $125,000 for this Offering. All proceeds from the sale of
Units up to $125,000 will be deposited in an escrow account. Upon the sale of $125,000 of Units, all proceeds will be delivered directly to the Partnership’s corporate account and be available for
use by the Partnership at its discretion.
(2) Units may also be sold by FINRA member brokers or dealers who enter into a Participating Dealer Agreement with the Partnership, who will receive commissions of up to 10% of the price of the
Units sold. The Partnership reserves the right to pay expenses related to this Offering from the proceeds of the Offering. See “PLAN OF PLACEMENT and USE OF PROCEEDS” section.
(3) The Offering will terminate on the earliest of: (a) the date the Partnership, in its discretion, elects to terminate, or (b) the date upon which all Units have been sold, or (c) December 30, 2022 or such date
as may be extended from time to time by the Partnership, but not later than 180 days thereafter (the “Offering Period”.)
SECURITIES LAWS ISSUES
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OF THE COMPANY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORTHE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS. THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE PARTNERSHIP. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS
OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE PARTNERSHIP’S PARTNERSHIP UNITS AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE UNITS WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE PARTNERSHIP IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE UNITS PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE UNITS IS BEING UNDERTAKEN PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT, AS AMENDED. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE UNITS, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE
INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM SHEET RELATES HAS BEEN ARBITRARILY ESTABLISHED BY THE PARTNERSHIP AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE PARTNERSHIP OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.
FORWARD LOOKING STATEMENTS
THE PROJECTIONS AND NUMEROUS OTHER DISCLOSURES IN THIS MEMORANDUM CONTAIN FORWARD LOOKING INFORMATION THAT IS SUBJECT TO CERTAIN RISKS, TRENDS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTED RESULTS. FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY STATEMENTS THAT INCLUDE THE USE OF THE WORD (OR VARIATIONS ON THE WORD) “EXPECTS”, “BELIEVES”, “ANTICIPATES”, “MAY”, “PROJECTS”, “INTENDS”, “PLANS”, “VIEWS” OR OTHER WORDS THAT CONNOTE THE FUTURE AND REFLECT A POSSIBILITY OF ALTERNATIVE RESULTS. STATEMENTS THAT DO NOT REFER TO HISTORICAL FACTS ARE LIKELY FORWARD-LOOKING STATEMENTS.
THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE PARTNERSHIP. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE PARTNERSHIP’S PARTNERSHIP UNITS AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE UNITS WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE PARTNERSHIP IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE UNITS PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE UNITS IS BEING UNDERTAKEN PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE UNITS, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM SHEET RELATES HAS BEEN ARBITRARILY ESTABLISHED BY THE PARTNERSHIP AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE PARTNERSHIP OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

I. Jurisdictional (NASAA) Legend

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE PARTNERSHIP. THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED “BLUE SKY” LAWS). THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE.

Jurisdictional Legends

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED “BLUE SKY” LAWS). THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE.

  1. NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  1. NOTICE TO ALASKA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME

  1. NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S. SECTION 44-1844 (1) AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE ALSO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
  1. NOTICE TO ARKANSAS RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN RELIANCE UPON CLAIMS OF EXEMPTION UNDER THE ARKANSAS SECURITIES ACT AND SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THIS OFFERING OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  1. FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
  1. FOR COLORADO RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991, IF SUCH REGISTRATION IS REQUIRED.
  2. NOTICE TO CONNECTICUT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  1. NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE DELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.
  1. NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE DISTRICT OF COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  1. NOTICE TO FLORIDA RESIDENTS ONLY: THE MEMBER UNITS DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE MEMBER UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID ACT. THE MEMBER UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: “WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA] MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST

TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.” THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED.

  1. NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE GEORGIA SECURITIES ACT PURSUANT TO REGULATION 590-4-2-02. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.
  1. NOTICE TO HAWAII RESIDENTS ONLY: NEITHER THIS MEMORANDUM NOR THE

SECURITIES DESCRIBED HEREIN BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.

  1. NOTICE TO IDAHO RESIDENTS ONLY: THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCE UPON EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 30-14-203 OR 302(c) THEREOF AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SAID ACT.
  1. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR HAS THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  1. NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-19-2-1 OF THE INDIANA SECURITIES LAW AND HAVE NOT BEEN REGISTERED UNDER SECTION 23-19-3. THEY CANNOT THEREFORE BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID LAW OR UNLESS AN EXEMPTION FORM REGISTRATION IS AVAILABLE. A CLAIM OF EXEMPTION UNDER SAID LAW HAS BEEN FILED, AND IF SUCH EXEMPTION IS NOT DISALLOWED SALES OF THESE SECURITIES MAY BE MADE. HOWEVER, UNTIL SUCH EXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT HERETO IS PRELIMINARY AND SUBJECT TO MATERIAL CHANGE.
  1. NOTICE TO IOWA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED; THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
  1. NOTICE TO KANSAS RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 81-5-15 OF THE KANSAS SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
  1. NOTICE TO KENTUCKY RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER TITLE 808 KAR 10:210 OF THE KENTUCKY SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
  1. NOTICE TO LOUISIANA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
  1. NOTICE TO MAINE RESIDENTS ONLY: The issuer is required to make a reasonable finding that the securities offered are a suitable investment for the purchaser and that the purchaser is financially able to bear the risk of losing the entire amount invested.

These securities are offered pursuant to an exemption under §16202(15) of the Maine Uniform Securities Act and are not registered with the Securities Administrator of the State of Maine.

The securities offered for sale may be restricted securities and the holder may not be able to resell the securities unless:

(1) the securities are registered under state and federal securities laws, or

(2) an exemption is available under those laws.

  1. NOTICE TO MARYLAND RESIDENTS ONLY: IF YOU ARE A MARYLAND RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 11-602(9) OF THE MARYLAND SECURITIES ACT. THE MEMBER UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MARYLAND. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE MEMBER UNITS.
  1. NOTICE TO MASSACHUSETTS RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
  1. NOTICE TO MICHIGAN RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIESHAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIESCOMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (E) OF SEC RULE 147, 17 CFR 230.147(E), OR SUBSECTION (E) OF SEC RULE 147A, 17 CFR 230.147A(E), AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
  1. NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM.
  1. NOTICE TO MISSISSIPPI RESIDENTS ONLY: THE MEMBER UNITS ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, OR APPROVED OR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACH PURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THE SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR IN A TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.
  1. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDER SECTION 4.G OF THE MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT.
  1. NOTICE TO MONTANA RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A MONTANA RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE MEMBER UNITS.
  1. NOTICE TO NEBRASKA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
  1. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION NRS 92.520 OF THE NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN CONDITIONS APPLY, I.E., COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS. THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH THE COMPANY. (SEE NRS 90.530.11.)
  1. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
  1. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THIS MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  1. NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  1. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE COMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE MEMBER UNITS OFFERED HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A MARKET IN THE MEMBER UNITS. AT SOME TIME IN THE FUTURE, THE COMPANY MAY ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THE SECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKET THEREFORE.
  1. NOTICE TO NORTH CAROLINA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOT CONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS DOCUMENT. REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
  1. NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  1. NOTICE TO OHIO RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 1707.3(X) OF THE OHIO SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
  1. NOTICE TO OKLAHOMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THIS MEMORANDUM AND THE INFORMATION HAS BEEN MADE WITH THE OKLAHOMA SECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE AN APPROVAL, RECOMMENDATION OR ENDORSEMENT, AND IN NO SENSE IS TO BE REPRESENTED AS AN INDICATION OF THE INVESTMENT MERIT OF SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL.
  1. NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEEN REGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGON UNDER PROVISIONS OF ORS 59.049. THE INVESTOR IS ADVISED THAT THE COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY ON THE INVESTOR’S OWN EXAMINATION OF THE COMPANY CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.
  1. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASE AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (OR UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS) INDICATING YOUR INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTEN CONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL BE MADE TO RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED INVESTORS. EACH PENNSYLVANIA RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1972. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12 MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION.
  1. NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESS REGULATION OF THE STATE OF RHODE ISLAND NOR HAS THE DIRECTOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  1. NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

  1. NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW, CHAPTER 47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THE DEPARTMENT OF COMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA. THE EXEMPTION DOES NOT CONSTITUTE A FINDING THAT THIS MEMORANDUM IS TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DIRECTOR OF THE DIVISION OF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  1. NOTICE TO TENNESSEE RESIDENT ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD. EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

  1. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND, THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS SECURITIES ACT, THE COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES REPRESENTING SECURITIES PURCHASED

HEREUNDER, AND ANY PURCHASER HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE WILL NOT SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONS THEREFROM.

  1. NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAH SECURITIES ACT. THE SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.
  1. NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF VERMONT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
  1. NOTICE TO VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION UNDER SECTION 13.1-514 OF THE VIRGINIA SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
  1. NOTICE TO WASHINGTON RESIDENTS ONLY: ANY PROSPECTIVE PURCHASER IS ENTITLED TO REVIEW FINANCIAL STATEMENTS OF THE ISSUER WHICH SHALL BE FURNISHED UPON REQUEST.”; (ii) “RECEIPT OF NOTICE OF EXEMPTION BY THE WASHINGTON ADMINISTRATOR OF SECURITIES DOES NOT SIGNIFY THAT THE ADMINISTRATOR HAS APPROVED OR RECOMMENDED THESE SECURITIES, NOR HAS THE ADMINISTRATOR PASSED UPON THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.”; and (iii) “THE RETURN OF THE FUNDS OF THE PURCHASER IS DEPENDENT UPON THE FINANCIAL CONDITION OF THE ORGANIZATION.
  1. NOTICE TO WEST VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 15.06(b)(9) OF THE WEST VIRGINIA SECURITIES LAW AND MAY NOT BE REOFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.
  1. NOTICE TO WISCONSIN RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE THE SECURITIES TO SATISFY HIMSELF AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE U.S. IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

  1. FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBE TO PURCHASE MEMBER UNITS OFFERED BY THE COMPANY MUST SATISFY THE FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO PURCHASE MEMBER UNITS:

(1) A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000 ); AND

(2) THE PURCHASE PRICE OF MEMBER UNITS SUBSCRIBED FOR MAY NOT EXCEED TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND

(3) “TAXABLE INCOME” AS DEFINED IN SECTION 63 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, DURING THE LAST TAX YEAR AND ESTIMATED “TAXABLE INCOME” DURING THE CURRENT TAX YEAR SUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-THREE PERCENT (33%).

IN ORDER TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMING RESIDENTS WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTION AGREEMENT THAT THEY MEET THESE WYOMING SPECIAL INVESTOR SUITABILITY REQUIREMENTS.

During the course of the Offering and prior to any sale, each offeree of the Member Units and his or her professional advisor(s), if any, are invited to ask questions concerning the terms and conditions of the Offering and to obtain any additional information necessary to verify the accuracy of the information set forth herein. Such information will be provided to the extent the Partnership possess such information or can acquire it without unreasonable effort or expense.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE PARTNERSHIP CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE PARTNERSHIP POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM, PLEASE WRITE OR CALL CLOVIS AI LLC.

II Summary of the Offering

The following material is intended to summarize information contained elsewhere in this Limited Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this Memorandum and the materials referred to and contained herein. Each prospective subscriber should carefully review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence before subscribing for Partnership Units.

  • The Partnership

Clovis ai LLC (the “Partnership”), began operations in June 2022, with the purpose of marketing software and hardware to the medical community. The Partnership’s legal structure was formed as a limited liability corporation under the laws of the State of South Carolina. Its principal offices are presently located at 124 Lake Grove Road, Simpsonville, SC 29681. The temporary Partnership’s telephone number is 321-626-6164.

  • General Partner/Managing Members

The Partnership does not have a General Partner. The Partnership is managed by two Managing Members as set forth in Section VII. Management.

  • Operation

See Exhibit B: Operating Agreement

  • Introduction Executive Summary

Today’s healthcare organizations are trying to navigate, not only a transitioning technology landscape, but also a payment reform shifting from a Fee for Service to a new Value Based payment model. Healthcare providers are continuously assessing how they can enhance patient care and grow revenue, while also improving cost, risk management, and outcomes. Many clinicians, policymakers and health economists agree that improving healthcare quality while controlling costs and risk requires greater patient engagement. Improved patient engagement can result in better disease prevention, by giving patients the tools to self-monitor and change behavior; greater treatment success, based on increased compliance with lifestyle changes, therapy; and better clinical decision making, as a result of more information sharing between the patient and clinician.

Clovis ai provides the avenue for greater patient engagement and a world class platform as unique as the patient, whether they prefer their smart phone, tablet, laptop, or nothing but the Router. Clovis allows the care team to provide automated messaging and reminders of upcoming daily activities including medication adherence, physical fitness routines, wellness and education videos, doctor appointments, etc. This type of daily interaction enables the care team to virtually become part of the patients’ life.

Telemedicine is a part of an evolution of a more connected, patient-centered healthcare ecosystem. Clovis offers a user-friendly platform that not only analyzes real time patient diagnostic data in order to identify trends or episodic events, but also offers unprecedented, automated patient engagement using the patient’s Clovis router as the communication portal.

  • Medical Need

As the ongoing management of serious, chronic diseases impact healthcare infrastructures, new ways to solve the urgent need for cost effective, reliable, and consistent patient monitoring have become paramount in attempting to decrease the burden healthcare organizations are currently experiencing.

75% of hospitals are being fined by Medicare because of their high re-admissions rate. According to Touchstone survey, virtual care will be one of the main deflators in an industry full of escalating healthcare costs projected to reach $3.207 trillion this year, roughly $10,000 per person (Source: National Healthcare Expenditure).

According to a report published by the National Health Council, “generally incurable and ongoing, chronic diseases affect approximately 133 million Americans, representing more than 40% of the total population of this country. By 2024, that number is projected to grow to an estimated 157 million, with 81 million having multiple conditions. About half of all adults have a chronic condition. More and more people are living with not just one chronic illness, such as diabetes, heart disease or depression, but with two or more conditions. Almost a third of the population is now living with multiple chronic conditions. In 2020, 7 out of 10 deaths in the U.S. were due to chronic diseases. Heart disease, cancer and stroke account for more than half of all deaths each year. According to the New England Journal of Medicine, people with chronic conditions receive only 56% of recommended preventive health care services. A 2018 study reported that seven chronic diseases – cancer, diabetes, hypertension, stroke, heart disease, pulmonary conditions, and mental illness – have a total impact on the economy of $1.3 trillion annually. By the year 2023, this number is projected to increase to $4.2 trillion in treatment costs and lost economic output.”

A few years ago, in a first-of-its-kind move, Centers for Medicare and Medicaid Service (CMS) made Remote Patient Monitoring (RPM) a separately reimbursable service under Medicare. Now, CMS has proposed three new codes for RPM services, retitled “Chronic Care Remote Physiologic Monitoring,” which do a far better job reflecting how providers can more effectively and efficiently use RPM technology to monitor and manage patient care needs, including chronic care management.

Medicare already offers separate reimbursement for RPM. The service is defined as the “collection and interpretation of physiologic data (e.g., ECG, blood pressure, glucose monitoring) digitally stored and/or transmitted by the patient and/or caregiver to the physician or other qualified health care professional, qualified by education, training, licensure/regulation (when applicable) requiring a minimum of 20 minutes of time.”

The new Chronic Care Remote Physiologic Monitoring codes are:
CPT code 99457: “Remote monitoring of physiologic parameter(s) (e.g, weight, blood pressure, pulse oximetry, respiratory flow rate), initial; set-up and patient education on use of equipment.”
CPT code 99453: “Remote monitoring of physiologic parameter(s) (eg, weight, blood pressure, pulse oximetry, respiratory flow rate), initial; device(s) supply with daily recording(s) or programmed alert(s) transmission, each 30 days.”
CPT code 99454: “Remote physiologic monitoring treatment management services, 20 minutes or more of clinical staff/physician/other qualified healthcare professional time in a calendar month requiring interactive communication with the patient/caregiver during the month.”

Chronic Care Remote Physiologic Monitoring is not a telehealth service. Providers frustrated with the labyrinthine and narrow Medicare coverage of telehealth services can take comfort in the fact that RPM is not considered a Medicare telehealth service. Instead, like a physician interpretation of an electrocardiogram or radiological image that has been transmitted electronically, RPM services involve the interpretation of medical information without a direct interaction between the practitioner and beneficiary. As such, Medicare pays for RPM services under the same conditions as in-person physicians’ services with no additional requirements regarding permissible originating sites or use of the telehealth place of service (POS) 02 code. This means Chronic Care Remote Physiologic Monitoring does not require the use of interactive audio-video, nor must the patient be located in a rural area or a qualified originating site. Patients can receive RPM services in their homes.

Companies currently offering Chronic Care Management (CCM) services should be particularly focused on expanding their business lines into RPM. Not only do CCM companies have current customers who can benefit from RPM services, the non-face-to-face technology and clinical integration requirements are fairly similar. Moreover, CCM and RPM can both be separately billed for the same patient in the same month, allowing additional revenue.
According to the American Medical Associations (AMA), the inclusion of the remote patient monitoring codes “reflect how healthcare professionals can more effectively and efficiently use technology to connect with their patients at home and gather data for care management and coordination,” while the inter-professional internet consultation codes “have been added to reflect the increasing importance of using non-verbal communication technology to coordinate patient care between a consulting physician and a treating physician.”
A proven technology solution is urgently needed to alleviate the strain on the medical system and provide new monitoring options to patients with chronic diseases that will help mitigate the high rates of re-admissions, resulting in lower costs overall and better patient care long term.

  • Market Need

Clovis offers healthcare providers a Telemedicine platform to monitor patient populations thus reducing re-admissions and easing concerns of emergency room utilization. A recent CDC report showed that 80 percent of adults between the ages of 18 to 64 who visited an emergency room during the first half of 2020 did so because they lacked access to other providers. Telemedicine also advances the legislative intent of CMS to provide evidence-based medicine and engage patients. Telemedicine referred to as telehealth in the CMS rule is a central element to this end.

As written in CMS’ final rule for the Medicare Shared Savings Program, “Accountable Care Organizations must define processes to promote evidence-based medicine and patient engagement, report on quality and cost measures, and coordinate care, such as through the use of telehealth, remote patient monitoring, and other such enabling technologies.”

Being able to engage and educate the patient is the only way to ultimately change their behavior and accomplish the goal of Triple Aim healthcare – Better Health, to More Patients for Less Money. However, connecting with patients outside of the office visit, and providing ongoing access and transparency to care and support resources, is challenging, particularly when it requires coordination between patients, physicians, clinical staff and third-party resources. To meet consumer demands, healthcare providers need new ways to connect with patients and deliver value-added information in a cost effective, easy to access and simple manner – and in a way that maintains consistency and continuity throughout the entire treatment process. Today’s healthcare providers need digital solutions that are custom-tailored specifically for their businesses. The Clovis platform provides the right digital solutions that are incorporated strategically into a provider’s business leaving little question that Clovis can improve each patient’s overall experience.

  • Products

With Clovis telemedicine tools, patients can virtually engage a physician or care coordinator anytime, anywhere. They are not limited by distance or cost and time spent driving to and from appointments.

  • Background

Platform Description: Clovis adopted a “hub and spoke” architecture for its platform. The central ‘hub’ is a single control device that communicates with a heterogeneous collection of end point devices into a functional team irrespective of what protocols or connectivity options a particular device uses. The platform provides the coordination intelligence and allows seamless access to broad range of services at home thus providing consumers with a degree of choice in what devices from various vendors they can add to the network.

The Clovis Router can stand on its own and transmit data collected through the embedded sim card. Patients can view their diagnostic Data on their PCs, Tablets and mobile phones as soon as the measurement is taken.
The system will also send notifications to the care team if the readings are not normal.
System Details: The Clovis Router and content was developed by a team of engineers financed by HME Technology Inc. Highlights of the system and content are as follows:

Automated Coaching: The Clovis platform was designed with automated messaging capabilities that enable case managers to leverage technology in their delivery and access of healthcare. Most episodic events go unnoticed or not addressed simply because there are more pressing or higher cost scenarios monopolizing their resources and attention. Case managers can create their own automated triage of events, which not only enables them to deliver consistent messaging with documented read receipts from the patient but allows them to touch the patient based on exception, even when it is something minor. This provides case managers latitude to focus on more severe situations and events that warrant their personal touch.

Patient Reward: Modifying patient behavior is challenging but maintaining the patients’ motivation and keeping them engaged over time may be even more difficult. Gamification is a term used to reward someone for performing a chore. Clovis has Gamification technology built into the architecture and enables any healthcare organization to create a myriad of rewards to offer to their patients for adherence to their prescribed treatment plan. Each population can be divided into subgroups that are driven by different rewards, whether it is monetary, entertainment, gifts, and the like. Gamification is pinnacle to keeping patients engaged and having a successful population health management program.

“Connected” Diagnostic Devices: Clovis approved diagnostic devices have kept pace with scientific and technological advancement. All the diagnostic devices are incorporated with ability to connect out of the box to the Router and transfer biometric data collected.
Patient Health Management System: The Clovis Patient Health Management System is the backbone of the Routers’ platform. It offers healthcare providers the ability to develop personalized programs that aid the patient in monitoring their health and forming positive health habits. Each program is comprised of intervention strategies that improve patient adherence and increase the clinical benefits of doctor prescribed therapies.
Additionally, Clovis Patient Health Management System generates all the reports and analytics that are required by the healthcare professionals. It allows the healthcare professional to customize reports and schedule them to be printed or faxed. The system provides instantaneous vital sign feedback, health coaching with virtual visits, and patient rewards, all of which encourage the patient to remain engaged in the management of their health.

The system also allows access to patients whereby, patients can update his or her contact information, review reports, search for notes and add notes. Most importantly, patients can review their logbook settings and make changes to their daily schedule. Further, patients can customize how they would like to view reports by selecting the time frame to view reports (such as last 30 days, or last 14 days), They can also select multiple reports to add to their “On-Demand Reports”.

The Clovis Patient Health Management System makes it easier for the patient and their health care team to stay up to date on the patient’s current status with the software ability to create a five star rating for the patient and the doctor. The star rating capability embraces Medicare current structure used today that determines how much a doctor is reimbursed based on their star rating.

  • Competition

As with any industry, there is competition in the telemedicine arena. According to mHealth Intelligence, “Telemedicine technology first began as a form of healthcare delivery in the late 1960s due to the needs of the National Aeronautics and Space Administration (NASA) and the Nebraska Psychology Institute, according to a paper written by researchers from Saint Louis University and Bentley University and published in the International Journal of Environmental Research and Public Health. Throughout the last fifty years, there have been multiple barriers standing in the way of widespread adoption of telemedicine technology and remote monitoring tools. Financial, regulatory, and technological challenges made it more difficult to advance telehealth adoption, but current healthcare reforms may bring about a change in this arena. The lack of broadband infrastructure has proven challenging for the advancement of many forms of telemedicine, specifically high demand video and store-and-forward services, which require expansive health networks,” the research paper stated.”

With the proliferation and improvement of broadband networks across the United States, telemedicine can now be utilized to its maximum potential. Additionally, electronic medical records and other health technology systems have advanced to the point where telemedicine can communicate effectively to the care giver. The Clovis platform has been under development for several years, waiting for this moment, and stands tall above the competition in the following ways:

Full suite of products – Clovis is designed as an all-in-one system whereby the care giver can order a full suite of products that already connect and interact with the platform and thus with the care giver.
Future proof – the Clovis system is designed to accept most, if not all, other technology patient diagnostic devices which may be required by the care giver.
Clinical and non-clinical – The system is designed to provide the clinician and patient with non-clinical information as well. The system can accept other IoT devices such as motion sensors and electronic light switches in order to establish patterns which may assist in establishing patterns important in the patients’ life.
Price Point – The system is very well positioned price wise due to the number of years the founders of the Company have in the industry as well as their long-established relationships with manufacturers in Asia.
Flexible Open Source – the platform is designed in a way to allow other devices to connect into the system easily.
The primary competitors and their telemedicine systems are:

Phillips – IntelliVue
Honeywell – Lifestream
McKesson – Homecare
Vivify – Pathways +Home
There are several other companies in the market, but only the Clovis platform gives the competitive advantages described above.

  • Target Markets

Clovis anticipates on attacking the United States and International markets in three primary channels:

Payor Patient Management Groups – these represent organizations responsible for managing chronic care patients on a capitation basis (a set amount on each patient for a period of time). These organizations need ways to cost effectively and efficiently care for the patient in order to maintain profitability.
Direct to Doctor – Clovis is contracting with organizations on a wholesale basis to sell the platform directly to physicians whereby the physicians utilize existing fee for service billing codes for remote patient care.
International – Most international health systems and institutions are not prepared for the entire Clovis platform but are in need of improved Diabetes management. Therefore, the Company will assist international customer/partners in setting up the server in their country. The sim card built into the Router will accommodate the majority of the world’s cellular transmission sites.

In the United States, the Company has entered into agreements with Early Adopter Care Givers;

Georgia Physician Group
Test-n-Share
Heath Observation Platform (HOP)
Pinnacle RX

  • Corporate Structure

Clovis ai LLC is registered in the state of South Carolina under the Uniform Limited Liability Company Act of 1996. The LLC has elected to be taxed as a Partnership and will file IRS Form 1065. Members of the LLC will receive Schedule K-1 showing their pro rata percentage pass-through profits and losses. The LLC uses a calendar year as its fiscal year and K-1s are scheduled to be sent to Members by March 15th each year.

  • The Offering

Clovis is seeking an equity investment of $1,000,000 to be used for inventory and operating capital. The funds will be used as follows:
Purchase of initial inventory required until cash flow can self-fund inventory purchases.
Increase staffing in the sales, operations and management areas.
General and administrative expenditures to operate the company.

  • Summary of the Offering

The following material is intended to summarize information contained elsewhere in this Limited Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this Memorandum and the materials referred to and contained herein. Each prospective subscriber should carefully review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence before subscribing for member units.

  • Business Plan

Portions of the Clovis ai Business Plan, included as a separate document, were prepared by the Partnership using assumptions, including several forward looking statements. Each prospective investor should carefully review the Business Plan in association with this Memorandum before purchasing Units. Management makes no representations as to the accuracy or achievability of the underlying assumptions and projected results contained herein. See Exhibit A: Business Plan for details.

  • The Offering

The Partnership is offering a minimum of 125,000 and a maximum of 1,000,000 Units at a price of $1.00 per Unit, $.001 par value per unit. Each purchaser must execute a Subscription Agreement making certain representations and warranties to the Partnership, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 506(C) . See Section III “REQUIREMENTS FOR PURCHASERS”

  • Risk Factors

See Section V “RISK FACTORS” in this Memorandum for certain factors that could adversely affect an investment in the Units. Those factors include but are not limited to unanticipated obstacles to execution of the Business Plan, general economic factors and or the threat of world disease or war.

  • Use of Proceeds

Proceeds from the sale of Units will be used to: Purchase inventory and help fund the payroll. See Section VI “USE OF PROCEEDS” Minimum Offering Proceeds – Escrow of Subscription Proceeds

The Partnership has set a minimum offering proceeds figure of $125,000 (the “minimum offering proceeds”) for this Offering. The Partnership has established an Investment Holding Account with Chase, into which the minimum offering proceeds will be placed. At least 125,000 Units must be sold for $125,000 before such proceeds will be released from the escrow account and utilized by the Partnership. After the minimum number of Units is sold, all subsequent proceeds from the sale of Units will be delivered directly to the Partnership. See Section XVI A “ESCROW OF SUBSCIPTION FUNDS” Partnership Units

Upon the sale of the maximum number of Units from this Offering, the number of issued and outstanding units of the Partnership’s stock will be held as follows:

Present Partners 38%

Unissued 62%

  • Registrar

The Partnership will serve as its own registrar and transfer agent with respect to its Partnership Units.

  • Subscription Period

The Offering will terminate on the earliest of:

(a) the date the Partnership, in its discretion, elects to terminate, or

(b) the date upon which all Units have been sold, or

(c) 5-1-2023, or such date as may be extended from time to time by the Partnership, but not later than 180 days thereafter (the “Offering Period”.)

III. Requirements for Purchasers

Prospective purchasers of the Units offered by this Memorandum should give careful consideration to certain risk factors described under Section V “RISK AND OTHER IMPORTANT FACTORS” and especially to the speculative nature of this investment and the limitations described under that caption with respect to the lack of a readily available market for the Units and the resulting long term nature of any investment in the Partnership. This Offering is available only to suitable Accredited Investors, , having adequate means to assume such risks and of otherwise providing for their current needs and contingencies should consider purchasing Units.

  • General Suitability Standards

The Units will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Partnership in a Subscription Agreement that:

  1. The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Units;
  2. The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Units will not cause such overall commitment to become excessive; and
  3. The prospective purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the Units.
  4. Each person acquiring Units will be required to represent that he, she, or it is purchasing the Units for his, her, or its own account for investment purposes and not with a view to resale or distribution. See Section XVI B “HOW TO SUBSCRIBE FOR UNITS”
  • Accredited Investors

The Partnership will conduct the Offering in such a manner that Units may be sold only to “Accredited Investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”). In summary, a prospective investor will qualify as an “Accredited Investor” if he, she, or it meets any one of the following criteria:

  1. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000 excluding the value of the primary residence of such natural person;
  2. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;
  3. Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self directed plan, with investment decisions made solely by persons who are Accredited Investors;
  4. Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;
  5. Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
  6. Any director or executive officer, or managing member of the issuer of the securities being sold, or any director, executive officer, or managing member of an entity managing member of that issuer;
  7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Act; and
  8. Any entity in which all the equity owners are Accredited Investors.
  9. A natural person holding, in good standing, one or more professional certifications, designations or other credentials issued by an accredited educational institution, which the Securities and Exchange Commission may designate from time to time, as qualifying. Presently holders in good standing of the Series 7, Series 65, and Series 82 licenses will qualify as an accredited investor.
  10. Natural persons who are “knowledgeable employees” as defined in Rule 3c– 5(a)(4) under the Investment Company Act of 1940, of the private-fund issuer of the securities being offered or sold.
  11. Entities, including, but not limited to, limited liability companies, of a type not listed in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) of Regulation D promulgated under the Act, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5 million.
  12. Securities and Exchange Commission and state-registered investment advisers, exempt reporting advisers, and rural business investment companies.
  13. Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5 million and that was not formed for the specific purpose of investing in the securities offered.
  14. Family client (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act with (i) assets under management in excess of $5 million, (ii) that are nor formed for the specific purpose of acquiring the securities offered and (iii) whose prospective investments are directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
  15. “Spousal equivalent” (cohabitant occupying a relationship generally equivalent to that of a spouse) may pool their finances for the purpose of qualifying as accredited investors.
  • Other Requirements

No subscription for the Units will be accepted from any investor unless he is acquiring the Units for his own account (or accounts as to which he has sole investment discretion), for investment and without any view to sale, distribution or disposition thereof. Each prospective purchaser of Units may be required to furnish such information as the Partnership may require to determine whether any person or entity purchasing Units is an Accredited Investor

  1. Forward Looking Information

Some of the statements contained in this Memorandum, including information incorporated by reference, discuss future expectations, or state other forward looking information. Those statements are subject to known and unknown risks, uncertainties and other factors, several of which are beyond the Partnership’s control, which could cause the actual results to differ materially from those contemplated by the statements. The forward looking information is based on various factors and was derived using numerous assumptions. In light of the risks, assumptions, and uncertainties involved, there can be no assurance that the forward looking information contained in this Memorandum will in fact transpire or prove to be accurate.

Important factors that may cause the actual results to differ from those expressed within may include, but are not limited to:

  • The success or failure of the Partnership’s efforts to successfully market its products and services as scheduled;
  • The Partnership’s ability to attract, build, and maintain a customer base;
  • The Partnership’s ability to attract and retain quality employees;
  • The effect of changing economic conditions;
  • The ability of the Partnership to obtain adequate debt financing if only a fraction of this Offering is sold;

These along with other risks, which are described under “RISK FACTORS” may be described in future communications to members. The Partnership makes no representation and undertakes no obligation to update the forward looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.

  1. Risk and Other Important Factors

Investing in the Partnership’s Units is very risky. You should be able to bear a complete loss of your investment. You should carefully consider the following factors, including those listed in the accompanying business plan.

  1. Development Stage Business

Clovis ai LLC commenced operations in June 2022 and is organized as a Limited Liability Corporation under the laws of the State of South Carolina. Accordingly, the Partnership has only a limited history upon which an evaluation of its prospects and future performance can be made. The Partnership’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Partnership’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Partnership could sustain losses in the future. There can be no assurances that Clovis ai LLC will even operate profitably.

  1. Inadequacy of Funds

Gross offering proceeds of a minimum of $125,000 and a maximum of $1,000,000 may be realized. Management believes that such proceeds will capitalize and sustain Clovis ai LLC sufficiently to allow for the implementation of the Partnership’s Business Plans. If only a fraction of this Offering is sold, or if certain assumptions contained in Management’s business plans prove to be incorrect, the Partnership may have inadequate funds to fully develop its business and may need debt financing or other capital investment to fully implement the Partnership’s business plans.

  1. Dependence on Management

In the early stages of development, the Partnership’s business will be significantly dependent on the Partnership’s management team. The Partnership’s success will be particularly dependent upon: Mack Bryson & HME Technology as managing members of the LLC. The loss of these managing members could have a material adverse effect on the Partnership. See Section VII “MANAGEMENT”

  1. Risks Associated with Expansion

The Partnership plans on expanding its business through the introduction of a sophisticated marketing campaign. Any expansion of operations the Partnership may undertake will entail risks. Such actions may involve specific operational activities, which may negatively impact the profitability of the Partnership. Consequently, members must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Partnership at that time, and (ii) management of such expanded operations may divert Management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Partnership’s present and prospective business activities.

  1. Customer Base and Market Acceptance

Although the Partnership believes that based upon prior trial tests, its product matrix and its interactive e-commerce website offer advantages over competitive companies and products, no assurance can be given that the world may again fall into a pandemic and postpone our business plans.

  1. Competition

Competition for Clovis ai and its products primarily comes from the relationships between the medical community and their vendors with whom they have had a long-term relationship. Clovis ai aims to work with existing vendors in the marketplace and feels confident that we can gather our share of the remote patient monitoring market.

While there does exist some current competition, Management believes that Clovis ai products are demographically well positioned, of top quality, and unique in nature. The expertise of Management combined with the innovative nature of its marketing approach, set the Partnership apart from its competitors. However, there is the possibility that new competitors could seize upon the Clovis ai business model and produce competing products or services with similar focus. Likewise, these new competitors could be better capitalized than Clovis ai, which could give them a significant advantage. There is the possibility that the competitors could capture significant market share of our target market, however, the market is very large, and we do not believe increased competition will cause financial harm to Clovis ai.

  1. Trend in Doctor/Patient RPM Participation

The Partnership’s operating results may fluctuate significantly from period to period and differ substantially from the pro forma projections. The Clovis ai model is predicated upon participation by doctors and patients in a remote patient monitoring (RPM) program, and regardless of positive trends in RPM growth, there can be no assurance that: i) doctors will continue to embrace this medical treatment model; ii) patients will readily participate in RPM programs; iii) medical reimbursement plans will not shift to other protocols; iv) Medicare reimbursement levels will remain at levels sufficient to generate profits; and/or, iv) a variety of factors unknown to management will have disruptive effects upon current RPM trends and the Partnership’s anticipated results. Consequently, the Partnership’s revenues may vary by quarter and its operating results may experience fluctuations not reflected in the straight-line pro forma projections.

  1. Risks of Borrowing

If the Partnership incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Partnership’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of members of the Partnership. A judgment creditor would have the right to foreclose on any of the Partnership’s assets resulting in a material adverse effect on the Partnership’s business, operating results or financial condition.

  1. Unanticipated Obstacles to Execution of the Business Plan

The Partnership’s business plans may change significantly. Many of the Partnership’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Partnership’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Partnership’s principals and advisors. Management reserves the right to make significant modifications to the Partnership’s stated strategies depending on future events.

  1. Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Partnership reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Partnership and its members in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Partnership will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the Units offered hereby will be entrusting their funds to the Partnership’s Management, upon whose judgment and discretion the investors must depend.

  1. Control By Management

Upon completion of this Offering, the Managing Members will own approximately 84% of the then issued and outstanding units and will be able to continue to control Clovis ai. Investor members will own a minority percentage of the Partnership and will have minority voting rights. Investor members will not have the ability to control either a vote of the Managing Member or any appointed officers. See “MANAGING MEMBER” section.

  1. Return of Profits

The Partnership intends to retain any initial future earnings to fund operations and expand the Partnership’s business. A member will be entitled to receive revenue profits proportionate to the amount of units held by that member. The Partnership’s Managing Members will determine a profit distribution plan based upon the Partnership’s results of operations, financial condition, capital requirements, and other circumstances. See Section XIV “DESCRIPTION OF UNITS”

  1. No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Partnership may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Partnership has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Partnership, in common with other firms, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

  1. Dilution

Investors in the Units will experience immediate dilution of their percentage ownership of the Partnership upon investment and in the event additional Units are issued. See Section X “DILUTION”

  1. Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each investor must acquire his Units for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Units. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from Clovis ai, limitations on the percentage of Units sold and the manner in which they are sold. Clovis ai can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to Clovis ai, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the Units and no market is expected to develop. Consequently, owners of the Units may have to hold their investment indefinitely and may not be able to liquidate their investments in Clovis ai or pledge them as collateral for a loan in the event of an emergency.

  1. Broker – Dealer Sales of Units

The Partnership’s Partnership Units are not presently included for trading on any exchange, and there can be no assurances that the Partnership will ultimately be registered on any exchange due to the fact that it is a limited partnership and not a corporation.

No assurance can be given that Partnership Units will ever qualify for inclusion on any trading market until such time as the Managing Members deem it necessary and the limited partnership is converted to a corporation. As a result, the Partnership’s Partnership Units are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Partnership’s securities and will also affect the ability of members to sell their units in the secondary market. The exit strategy of the Partnership managers is not to go public, but rather to sell the Company as a whole within a two-to-five year timeframe and distribute the sales proceeds to the members on a pari passu and pro rata basis of their Unit holdings.

  1. Long Term Nature of Investment

An investment in the Units may be long term and illiquid. As discussed above, the offer and sale of the Units will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration, which depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the Units for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Units must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors will not be able to liquidate their investment in the event of an emergency.

  1. No Current Market For Units

There is no current market for the Units offered in this private Offering and no market is expected to develop in the near future.

  1. Compliance with Securities Laws

The Units are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable South Carolina Securities Laws, and other applicable state securities laws. If the sale of Units were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Units. If a number of purchasers were to obtain rescission, Clovis ai would face significant financial demands, which could adversely affect Clovis ai as a whole, as well as any non-rescinding purchasers.

  1. Offering Price

The price of the Units offered has been arbitrarily established by Clovis ai, considering such matters as the state of the Partnership’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to Clovis ai.

  1. Lack of Firm Underwriter

The Units are offered on a “best efforts” basis by the Managing Members of Clovis ai without compensation and on a “best efforts” basis through certain FINRA registered broker-dealers, which enter into Participating Broker-Dealer Agreements with the Partnership. Accordingly, there is no assurance that the Partnership, or any FINRA broker-dealer, will sell the maximum Units offered or any lesser amount.

  1. Projections: Forward Looking Information

Management has prepared projections regarding Clovis ai anticipated financial performance. The Partnership’s projections are hypothetical and based upon a presumed financial performance of the Partnership, the addition of a sophisticated and well funded marketing plan, and other factors influencing the business of Clovis ai. The projections are based on Management’s best estimate of the probable results of operations of the Partnership, based on present circumstances, and have not been reviewed by Clovis ai independent accountants. These projections are based on several assumptions, set forth therein, which Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond Management’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into Clovis ai market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Partnership’s business. While Management believes that the projections accurately reflect possible future results of Clovis ai operations, those results cannot be guaranteed.

  1. General Economic Conditions

The financial success of the Partnership may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Partnership’s products. Management believes that the impending growth of the market, mainstream market acceptance, transition to value-based care reimbursement models, and the targeted product line of Clovis ai will insulate the Partnership from excessive reduced demand. Nevertheless, Clovis ai has no control over these changes.

J. Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Partnership reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Partnership and its members in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Partnership will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the Units offered hereby will be entrusting their funds to the Partnership’s Management, upon whose judgment and discretion the investors must depend.

K. Control By Management

Upon completion of this Offering, the Managing Members will own approximately 84% of the then issued and outstanding units and will be able to continue to control Clovis ai. Investor members will own a minority percentage of the Partnership and will have minority voting rights. Investor members will not have the ability to control either a vote of the Managing Member or any appointed officers. See “MANAGING MEMBER” section.

L. Return of Profits

The Partnership intends to retain any initial future earnings to fund operations and expand the Partnership’s business. A member will be entitled to receive revenue profits proportionate to the amount of units held by that member. The Partnership’s Managing Members will determine a profit distribution plan based upon the Partnership’s results of operations, financial condition, capital requirements, and other circumstances. See Section XIV “DESCRIPTION OF UNITS”

M. No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Partnership may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Partnership has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Partnership, in common with other firms, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

N. Dilution

Investors in the Units will experience immediate dilution of their percentage ownership of the Partnership upon investment and in the event additional Units are issued. See Section X “DILUTION”

O. Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each investor must acquire his Units for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Units. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from Clovis ai, limitations on the percentage of Units sold and the manner in which they are sold. Clovis ai can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to Clovis ai, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the Units and no market is expected to develop. Consequently, owners of the Units may have to hold their investment indefinitely and may not be able to liquidate their investments in Clovis ai or pledge them as collateral for a loan in the event of an emergency.

P. Broker – Dealer Sales of Units

The Partnership’s Partnership Units are not presently included for trading on any exchange, and there can be no assurances that the Partnership will ultimately be registered on any exchange due to the fact that it is a limited partnership and not a corporation.

No assurance can be given that Partnership Units will ever qualify for inclusion on any trading market until such time as the Managing Members deem it necessary and the limited partnership is converted to a corporation. As a result, the Partnership’s Partnership Units are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Partnership’s securities and will also affect the ability of members to sell their units in the secondary market. The exit strategy of the Partnership managers is not to go public, but rather to sell the Company as a whole within a two-to-five year timeframe and distribute the sales proceeds to the members on a pari passu and pro rata basis of their Unit holdings.

Q. Long Term Nature of Investment

An investment in the Units may be long term and illiquid. As discussed above, the offer and sale of the Units will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration, which depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the Units for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Units must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors will not be able to liquidate their investment in the event of an emergency.

R. No Current Market For Units

There is no current market for the Units offered in this private Offering and no market is expected to develop in the near future.

S. Compliance with Securities Laws

The Units are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable South Carolina Securities Laws, and other applicable state securities laws. If the sale of Units were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Units. If a number of purchasers were to obtain rescission, Clovis ai would face significant financial demands, which could adversely affect Clovis ai as a whole, as well as any non-rescinding purchasers.

  1. T. Offering Price

The price of the Units offered has been arbitrarily established by Clovis ai, considering such matters as the state of the Partnership’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to Clovis ai.

U. Lack of Firm Underwriter

The Units are offered on a “best efforts” basis by the Managing Members of Clovis ai without compensation and on a “best efforts” basis through certain FINRA registered broker-dealers, which enter into Participating Broker-Dealer Agreements with the Partnership. Accordingly, there is no assurance that the Partnership, or any FINRA broker-dealer, will sell the maximum Units offered or any lesser amount.

V. Projections: Forward Looking Information

Management has prepared projections regarding Clovis ai anticipated financial performance. The Partnership’s projections are hypothetical and based upon a presumed financial performance of the Partnership, the addition of a sophisticated and well funded marketing plan, and other factors influencing the business of Clovis ai. The projections are based on Management’s best estimate of the probable results of operations of the Partnership, based on present circumstances, and have not been reviewed by Clovis ai independent accountants. These projections are based on several assumptions, set forth therein, which Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond Management’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into Clovis ai market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Partnership’s business. While Management believes that the projections accurately reflect possible future results of Clovis ai operations, those results cannot be guaranteed.

W. General Economic Conditions

The financial success of the Partnership may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Partnership’s products. Management believes that the impending growth of the market, mainstream market acceptance, transition to value-based care reimbursement models, and the targeted product line of Clovis ai will insulate the Partnership from excessive reduced demand. Nevertheless, Clovis ai has no control over these changes.

VI. Use Of Proceeds

The Partnership seeks to raise minimum gross proceeds of $125,000 and maximum gross proceeds of $1,000,000 from the sale of Units in this Offering. The Partnership intends to apply these proceeds substantially as set forth herein, subject only to reallocation by Management in the best interests of the Partnership.

A. Sale of Equity

Category Maximum Proceeds Percentage of Total Proceeds Minimum Proceeds Percentage of Min Proceeds
Proceeds from Sale of Units $1,000,000 100% $125,000
  • 13%

B. Offering Expenses & Commissions

Category Maximum Proceeds Percentage of Total Proceeds Minimum Proceeds Percentage of Min Proceeds
Offering Expenses $10,000 1% $5,000 4%
Brokerage Commissions $100,000 10% $12,500 10%
Total Offering Fees $110,000 11% $17,500 14%

C. Corporate Application of Proceeds

Category Maximum Proceeds Percentage of Total Proceeds Minimum Proceeds Percentage of Min Proceeds
Inventory Purchase $548,000 55.00% $71,500 14%
R & D of Properties $16,000 9.00% $00 0%
Marketing $90,000 9.00% $00 0%
Corporate Expenses (1st Yr.) $236,000 24.00% $36,000 4%
Total Corporate Use $890,000 97.00% $107,500 86.00%

Footnotes:

(1) Includes estimated memorandum preparation, filing, printing, legal, accounting and other fees and expenses related to the Offering.
(2) This Offering is being sold by the Managing Members of the Partnership. No compensatory sales fees or related commissions will be paid to such Managing Members. Registered brokers or dealers who are members of the FINRA and who enter into a Participating Dealer Agreement with the Partnership may sell units. Such brokers or dealers may receive commissions up to ten percent (10%) of the price of the Units sold. Finders Fees for certain introductions prospective investor members may also be paid in lieu of commissions.

VII. Management

At the present time: two individuals are actively involved in the management of the Limited Partnership. The Managers are:
  • Mack Bryson – Managing Director
  • Victor Trani – Managing Member representing HME Technology Inc.

Mack W. Bryson is a co-founder and principal partner of Clovis AI, LLC, an independent software and device manufacturing organization specializing in customized solutions for self-insured employers, hospitals, physician groups, and long-term care facilities. A seasoned veteran and noted pioneer of the health-risk management industry, Mr. Bryson brings to clients more than 40 years of experience in developing proven cost-containment strategies for health plans and healthcare-services providers.

Victor Trani is the CEO of HME Technology Inc. who designed and built the software platform and firmware that is embedded into the Clovis Router and is authorized by HME Technology Inc. to function as the managing member of Clovis ai LLC.

VIII. Management Compensation

There is no accrued compensation that is due any member of Management. Each Manager will be entitled to reimbursement of expenses incurred while conducting Partnership business. Member Units of the company will be paid to the management team in lieu of their salary until the company can afford the salaries.
Management reserves the right to reasonably increase salaries assuming the business is performing profitably, and Partnership revenues are growing on schedule. Any augmentation of these salaries
will be subject to the profitability of the Business and the effect on the Business cash flows. Current and projected Management salaries paid in cash or Units for the next 12 months are dependent upon
cash flow, sales volume, and funds raised in the Offering.
Both Mack Bryson as Managing Director / CEO, and Victor Trani as Managing Member / CFO for the benefit of HME Technology, are “penciled in” for salaries of $60,000 each in the first year of
operations. However, the Partnership expects that each of them will accrue Units in lieu of cash salary in the initial months until cash flow turns positive. The salaries set forth in Exhibit E:
Forecast titled “Personnel: FY2023 (1 of 2)” are purposely overstated for illustrative purposes and will likely be substituted by the option to accept Units in whole or in part by a significant portion.
XI. Board of Advisors
The Partnership has established a Board of Advisors, which includes highly qualified business and industry professionals. The Board of Advisors will advise the Management team in making appropriate decisions and taking effective action. However, the Board of Advisors will not be responsible for Management decisions and has no legal or fiduciary responsibility to the Partnership.
Currently there are three members on the Board of Advisors
  • Dev Watson
Dev Watson is a health information technology professional with over 30 years experience in Information Technology. He currently serves as the Chief Information Officer for the Georgia Association for Primary Health Care (GAPHC). GAPHC is a member service organization for GA’s FQHCs under a cooperative agreement with HRSA’s Bureau of Primary Health Care. Dev also serves as project lead for the GAPHC Health Center Controlled Network (HCCN) program. In his roles with GAPHC he provides assistance to the 34 Federally Qualified Health Centers (FQHCs) in Georgia with various HIT projects and guidance throughout the 229 clinic sites and 129 counties served by the GAPHC members.
His healthcare background includes work in the primary care, behavioral health care, home health care and inpatient care settings. His initial exposure into healthcare was co-founder of a software/application development company that specialized in lab order entry and electronic billing packages for physicians and rural hospitals throughout Georgia.
Dev’s Information Technology background includes the roles of application developer, business analyst, development team manager and project manager. He currently makes presentations on health information security, data analytics, HIPAA, Health Information Technology and business continuity. Active projects in supporting the FQHCs include IT security, remote process automation, improved data integration and quality, and various data sharing initiatives.
  • Ronnie Freeman
Ronnie Freeman is a retired Sales Manager at AT&T, where he was instrumental in integrating public safety systems including 911 Call Taking systems, Computer Aided Dispatch systems, Mapping systems, Long Term Recording systems and Radio Communication systems throughout Oklahoma and Texas.
Ronnie is a former Business Development Manager at Partners Human Resources a Professional Employer Organization; a licensed property, casualty, life and health insurance agent; a PHR-Professional in Human Resources; and former member of the Oklahoma Statewide 911 Advisory Board.
  • Gene Thomas
Gene Thomas (61) has over 30 years of executive level management experience working primarily with technology-based companies and healthcare institutions. Gene has been involved as an investor, executive, board member, or consultant with companies ranging from start-ups to established operating companies, including a Fortune 500 public company. He has experience in entity structuring, strategic planning and professional fundraising at both the executive and board level. With a strong business and healthcare background, Gene focuses on prevention and control of chronic conditions. Additionally, Gene works independently on improving the perceived shortage of organ donations.
Since 1984, Mr. Thomas has worked in management and executive level positions where he provided strategy, product development, sales, and marketing for CompuAdd, Micron Electronics, Avreo, and Bio-tech companies and healthcare providers. Gene began his career with Polaroid Corporation in sales and marketing in the electronic imaging group. He gained significant experience in hyper-growth companies with seven years at CompuAdd, where he held senior level positions in sales and marketing. Gene participated in developing and managing CompuAdd, to become one of the largest direct marketing technology companies in the late 80’s and early 90’s. His performance eventually led to his selection to play a key role in expansion where he held the position of Managing Director of Sales and Marketing in the United Kingdom.
During his years at Micron, Gene was instrumental in the development of the strategy that launched Micron into the competitive high-end server and technology market. He navigated the changing environment as Micron grew to a publicly traded multi-billion-dollar company with over 4,000 employees. Gene was an officer of Micron Electronics, which eventually became the 9th largest supplier of personal computers, notebooks and servers in the country. While CEO and Chairman of Avreo Inc, a radiology information systems company. Gene successfully raised millions of dollars needed to initiate and launch Avreo’s concepts and products in the radiology information system market.
As President of Advanced Bio/Chem, a proteomics research and diagnostic company. He negotiated intellectual property rights and technology transfer agreements with MD Anderson / University of Texas Health Science Center. Gene also was a consultant working for the Dean of LSU School of Medicine, where he provided expertise in engaging technology companies to participate in LSU’s Advanced Learning Center.
Gene worked at Memorial Hospital and Physicians Clinics at Gulfport for 12 years, ending his tenure as Vice President and Chief Information Officer. Responsibilities included all technology assets at the health system, software applications, electronic medical record, finance, revenue cycle and biomedical equipment. Gene was the initial Executive Sponsor when Memorial entered its first Medicare Shared Savings Program Accountable Care Organizations (MSSP ACO).
Gene remains active in the ACO as an Executive Consultant to Memorial Hospital and Physician’s clinics in Gulfport Mississippi and is active in Value Based Care initiatives. Gene is the founder of Thriving Populace, a non-profit organization which promotes a multifaceted plan to improve patient (consumer) compliance with a physician’s prescribed plan of care and known lifestyles that collectively prevent and or control chronic conditions and reduced overall healthcare expense.
Gene is Chairman of the Board of Milimatch – https://milimatch.com/. A cognitive linguistics approach to better hiring, retention and life cycle of staff. Currently Milimatch if focused on home health and healthcare staffing. Gene is a Board member and shareholder of Innosurance, a technology company that patented and trademarked the Driver Safety Rating (DSR) algorithm. The intellectual property was purchased by Allstate and used as their (DSR™) under the brand name of Drivewise®.

X. Dilution

The following reflects the dilution to be incurred by the investors. “Dilution” has been determined by dividing the Net Asset Value (Assets minus Liabilities) of the Partnership by the number of Units issued and outstanding, both before and after the Offering, to get a Net Asset Value (NAV) per Unit
pre- and post-Offering. A reduction in NAV per Unit means that the value of each Unit has been diluted from the purchase price for new Purchasers.
The software and the product creation by HME Technology has been valued at $1,385,000 whereby 1,385,000 Units were issued to HME. An active contract with Georgia is valued at $900,000 whereby 900,000 Units were issued to Mack Bryson, resulting in net assets of $2,285,000 and 2,285,000 Units issued and outstanding at a unit value of $1.00 each. There were no liabilities at inception and transfer of these assets into the Partnership. If the expected maximum number of 1,000,000 Units offered hereby is sold, of which there can be no assurance, there will be 3,285,000 Units of ownership issued and outstanding, and the net asset value will increase by the $890,000 net offering proceeds, resulting in a post-Offering net asset value of $3,175,000 with an adjusted net asset value of approximately $0.9665 per Unit when divided by the 3,285,000 Units then outstanding. 6,000,000 Units were authorized to be issued upon formation of the Partnership. Thus, post-Offering, 54.75% of the authorized Units will be issued and outstanding, of which 38.08% are held by Management and 16.67% are held by the Purchasers of Units from the Offering.
The Partnership is currently in discussions with other medical professionals and entities that have expressed an interest to become members through the contribution of additional assets, receivables, and expertise that will result in an increase of the number of Units outstanding. Although Units will
be issued in exchange for value received, the increased net assets of the Partnership may not track dollar for dollar and further dilution of Partnership Units might occur. In addition, pursuant to Section XII below, Units may be issued in lieu of salary for certain management personnel, which will also
affect dilution.

XI. Current Partners

The following table contains certain information 6-30-2022 as to the number of units beneficially owned by (i) each person known by the Partnership to own beneficially more than 5% of the Partnership’s units, (ii) each person who is a Managing Member of the Partnership, (iii) all persons as a group who are Managing Members and/or Officers of the Partnership. Ownership of Units held by these members is expressed as a percentage of the six million units authorized to be issued by the Partnership.
Name Position Current % Units
Mack Bryson Managing Director 15% 900,000
HME Technology Managing Member 23% 1,385,000

XII. Partnership Unit Option Agreement

The Partnership has agreed to give out ownership in lieu of management salary if the company is unable to pay the salaries and maintain the anticipated growth.

XIII. Litigation

The Partnership is not presently a party to any material litigation, nor to the knowledge of Management is any litigation threatened against the Partnership, which may materially affect the business of the Partnership or its assets.

XIV. Description of Units

The Partnership is offering a minimum of 125,000 and a maximum of 1,000,000 Units at a price of $1.00 per Unit, $.96 par value per unit. The units of ownership are equal in all respects, and upon completion of the Offering, the units will comprise the only representation of ownership that the Partnership will have issued and outstanding to date, upon close of the Offering.
Each member is entitled to one vote for each unit held on each matter submitted to a vote of the members.
Units are not redeemable and do not have conversion rights. The Units currently outstanding are, and the Units to be issued upon completion of this Offering will be, fully paid and non-assessable.
In the event of the dissolution, liquidation or winding up of the Partnership, the assets then legally available for distribution to the members will be distributed ratably among such members in proportion to their units.
Members are only entitled to profit distributions proportionate to their units of ownership when and if declared by the Managing Members out of funds legally available, therefore. The Partnership to date has not given any such profit distributions. Future profit distribution policies are subject to the discretion of the Managing Members and will depend upon a number of factors, including among other things, the capital requirements and the financial condition of the Partnership.

XV. Transfer Agent and Registrar

The Partnership will act as its own transfer agent and registrar for its units of ownership.

XVI. Plan of Placement

The Units are offered directly by the Managing Members of the Partnership on the terms and conditions set forth in this Memorandum. FINRA brokers and dealers may also offer units. The Partnership is offering the Units on a “best efforts” basis. The Partnership will use its best efforts to sell the Units to investors. There can be no assurance that all or any of the Units offered, will be sold.

A. Escrow of Subscription Funds

Commencing on the date of this Memorandum all funds received by the Partnership in full payment of subscriptions for Units will be deposited in an escrow account. The Partnership has set a minimum offering proceeds figure of $125,000 for this Offering. The Partnership has established an Investment Holding Account with Chase, into which the minimum offering proceeds will be placed. At least 125,000 Units must be sold for $125,000 before such proceeds will be released from the escrow account and utilized by the Partnership. The amount of $125,000 was chosen as the sufficient minimum funding to fulfill the inventory requirements of the of the RPM Pilot Program and generate sufficient revenues to sustain limited operations. After the minimum number of Units are sold, all subsequent proceeds from the sale of Units will be delivered directly to the Partnership and be available for its use. Subscriptions for Units are subject to rejection by the Partnership at any time.

B. How to Subscribe for Units

A purchaser of Units must complete, date, execute, and deliver to the Partnership the following documents, as applicable. All of which are included as part of the Investor Subscription Package:
  1. An Investor Suitability Questionnaire;
  1. An original signed copy of the appropriate Subscription Agreement;
  1. A Clovis ai, LLC; and
  1. A check payable to “Clovis ai, ” in the amount of $1.00 per Unit for each Unit purchased as called for in the Subscription Agreement (minimum purchase of 5,000 Units for $5,000).

Purchasers of Units will receive an Investor Subscription Package containing an Investor Suitability Questionnaire and two copies of the Subscription Agreement.

Subscribers may not withdraw subscriptions that are tendered to the Partnership (Florida, Georgia and Pennsylvania Residents See NASAA Legend in the front of this Memorandum for important information).

XVII. Additional Information

Each prospective investor may ask questions and receive answers concerning the terms and conditions of this offering and obtain any additional information which the Partnership possesses, or can acquire without unreasonable effort or expense, to verify the accuracy of the information provided in this Memorandum. The principal executive offices of the Partnership are located at 124 Lake Grove Road, Simpsonville, SC 29681.

 

Exhibit A
OPERATING AGREEMENT
OF
Clovis ai LLC,
a South Carolina Limited Liability Company

THE UNITS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE SOUTH CAROLINA SECURITIES AND INVESTOR PROTECTION ACT OR THE LAWS OF ANY OTHER STATE AND WERE SOLD PURSUANT TO EXEMPTIONS FROM THE SAME. THE UNIT’S MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE UNITS UNDER THE SECURITIES ACT OF 1933 AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS OPERATING AGREEMENT (this “Agreement”) is made to organize Clovis ai, a SC limited liability company.
ARTICLE I: DEFINITIONS
When used in this Agreement, the following capitalized terms shall have the meanings provided below:
Section 1.1. Act. “Act” means the SC Limited Liability Company Act
Section 1.2. Affiliate. “Affiliate” of a Member (as hereinafter defined) or Manager (as hereinafter defined) means any Person (as hereinafter defined) under the control of, in common control with, or in control of a Member or Manager, whether that control is direct or indirect. The term “control,” as used herein, means, with respect to a corporation or limited liability company, the ability to exercise more than fifty percent (50%) of the voting rights of the controlled entity, and with respect to an individual, partnership, trust or other entity or association, the ability, directly or indirectly, to direct the management or policies of the controlled entity or individual.
Section 1.3. Agreement. “Agreement” means this Operating Agreement, in its original form and as amended from time to time.
Section 1.4. Articles. “Articles” means the articles of organization filed with the Secretary of State (as hereinafter defined) forming this limited liability company, as initially filed and as they may be amended from time to time.
Section 1.5. Available Cash. “Available Cash” means the Net Profits or Net Losses of the Company from the operation of the Company during its Fiscal Year, plus depreciation and amortization (for federal income tax purposes but not book purposes) and minus (a) principal payments of any Company indebtedness, (b) payments to any reasonable reserve accounts, and (c) necessary expenditures for capital improvements and replacements in excess of reserves, insurance proceeds or condemnation awards.
Section 1.6. Bankruptcy. “Bankruptcy” means, with respect to any Person, an event of bankruptcy described in the Act.
Section 1.7. Board. “Board” means the Board of Managers described in Section 5.1.
Section 1.8. Capital Account. “Capital Account” means the amount of the capital interest of a Member in the Company created and maintained as described in Section 6.1.
Section 1.9. Capital Contribution. “Capital Contribution” means the total amount of money and the Fair Market Value (as hereinafter defined), net of liabilities, of any property contributed by a Member to the Company.
Section 1.10. Capital Ratio. “Capital Ratio” means at any particular time with respect to a Member, the ratio of such Member’s Units (as hereinafter defined) to the total number of Units currently outstanding.
Section 1.11. Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding revenue law.
Section 1.12. Company. “Company” means Clovis ai, the entity formed in accordance with this Agreement and the Articles.
Section 1.13. Company Minimum Gain. “Company Minimum Gain” shall have the same meaning as set forth for the term “Partnership Minimum Gain” in Regulation (as hereinafter defined) Section 1.704-2(d).
Section 1.14. Company Nonrecourse Deductions. “Company Nonrecourse Deductions” shall mean the items of loss, deduction and expenditure attributable to Company Nonrecourse Liabilities (as hereinafter defined) of the Company calculated under Regulation Section 1.704-2(c).
Section 1.15. Company Nonrecourse Liability. “Company Nonrecourse Liability” has the meaning provided in the Regulation Section 1.752‑1(a)(2).
Section 1.16. Depreciation. “Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value (as hereinafter defined) of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero (0), Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.
Section 1.17. Dissolution. “Dissolution” means any of the events described in Section 9.1.
Section 1.18. Distribution. “Distribution” means the transfer of money or property by the Company to the Members without consideration.
Section 1.19. Fair Market Value. “Fair Market Value” means the fair value of an asset as determined by the Board in good faith after taking into consideration all factors which it deems reasonable and appropriate, which determination shall be binding in all events upon all parties involved.
Section 1.20. Fiscal Year. “Fiscal Year” means the Company’s fiscal year, which shall be the tax year of the Company required by the Code or permitted by the Code and selected by the Board.
Section 1.21. Gross Asset Value. “Gross Asset Value” means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross Fair Market Value of such asset at the time of the contribution;
(b) The Gross Asset Values of all Company assets shall be adjusted to their respective gross Fair Market Values if a revaluation of Company assets occurs pursuant to Section 6.1(b);
(c) The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of the Distribution as determined by the Board; and
(d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(iv)(m), clause (d) of the definition of “Net Profits” and “Net Losses” in this Agreement and Section 6.3(f); provided, however, that Gross Asset Value shall not be adjusted pursuant to this Section 1.21(d) to the extent the Members determine that an adjustment pursuant to Section 1.21(b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.21(d).
If the Gross Asset Value of an asset has been determined or adjusted pursuant to Sections 1.21(a), 1.21(b) or 1.21(d), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for the purposes of computing Net Profits and Net Losses.
Section 1.22. Manager. “Manager” or “Managers” means the Person or Persons designated as such in accordance with Article V herein.
Section 1.23. Member. “Member” means each Person who (a) has been admitted into membership in the Company; (b) executes or causes to be executed this Agreement and any subsequent amendments hereto; and (c) has not terminated membership for any reason.
Section 1.24. Member Nonrecourse Debt. “Member Nonrecourse Debt” shall have the same meaning as set forth for the term “Partner Nonrecourse Debt” in Regulation Section 1.704-2(b)(4).
Section 1.25. Member Nonrecourse Deductions. “Member Nonrecourse Deductions” means items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt.
Section 1.26. Membership Interest. “Membership Interest” means a Member’s entire ownership interest in the Company, including an economic interest, right to vote (as applicable) and right to information concerning the business and affairs of the Company.
Section 1.27. Negative Capital Account and Adjusted Negative Capital Account. “Negative Capital Account” means a Capital Account with a balance of less than zero (0). “Adjusted Negative Capital Account” means the deficit balance in a Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:
(a) credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and
(b) debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.
Section 1.28. Net Profits and Net Losses. “Net Profits” and “Net Losses” mean for each Fiscal Year, an amount equal to the Members’ taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
(a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition shall be added to such taxable income or loss;
(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition shall be subtracted from such taxable income or loss;
(c) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;
(d) In lieu of the depreciation, amortization, and other cost recovery deduction taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation in this Agreement;
(e) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulation Section 1.704(b)(2)(iv)(m) to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Member’s Membership Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits or Net Losses; and
(f) Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 6.3 hereof shall not be taken into account in computing Net Profits and Net Losses.
The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 6.3 hereof shall be determined by applying rules analogous to those set forth in Sections 1.28(a) through 1.28(f) above.
Section 1.29. Nonvoting Unit. A “Nonvoting Unit” means a Unit which does not entitle its holder to vote except as to matters which this Agreement, the Articles or the Act grants such holder the right to vote. Nonvoting Units have the same economic interests and rights to information as any other Unit.
Section 1.30. Person. “Person” shall have the same definition contained in South Carolina Statutes.
Section 1.31. Positive Capital Account. “Positive Capital Account” means a Capital Account with a balance greater than zero (0).
Section 1.32. Regulations. “Regulations” means the income tax regulations of the United States Treasury Department promulgated under the Code, including any temporary regulations, and any successor regulations which may be promulgated.
Section 1.33. Secretary of State. “Secretary of State” means the Secretary of State for the State of SC.
Section 1.34. Tax Matters Member. The “Tax Matters Member” means the “tax matters partner” described in Section 6231(a)(7) of the Code.
Section 1.35. Unit. A “Unit” means a unit of measure of a Membership Interest in Company entitling the holder thereof to specified allocations of Net Profits and Net Losses, Distributions and voting rights, except that Nonvoting Units shall have no entitlement to vote unless this Agreement, the Articles or the Act grants holders of Nonvoting Units the right to vote on specific matters. The use of the term “Unit” without further designation or limitation shall include Voting Units and Nonvoting Units.
Section 1.36. Voting Unit. A “Voting Unit” is a Unit which entitles its holder to vote on all matters as to which Members may vote.
ARTICLE II: FORMATION AND ORGANIZATION
Section 2.1. Initial Date and Initial Parties. This Agreement is first entered into as of Jan1, 2010, by and among the Company and the Persons who are Members of the Company on that date. In accordance with Section 608.423(1) of the Act, this Agreement is effective upon filing of the Articles with the Secretary of State.
Section 2.2. Subsequent Parties. No Person may become a Member of the Company without agreeing to and without becoming a signatory of this Agreement, and any offer or assignment of Units is contingent upon the fulfillment of this condition.
Section 2.3. Name. The name of this Company is Clovis ai LLC.
Section 2.4. Term. The Company shall commence upon the filing of its Articles and its existence shall be perpetual, unless terminated earlier under the provisions of the Act or Section 9.1 of this Agreement.
Section 2.5. Principal Place of Business. The Company will have its principal place of business at 124 Lake Grove Road, Simpsonville, SC 2968 or at any other address within or without the State of SC upon which the Managers agree. The Company shall maintain its principal executive offices at its principal place of business, as well as all records and documents which it is required to keep by law.
Section 2.6. Registered Agent. The name and address of the Company’s agent for service of process in the State of SC shall be as set forth in the Articles, unless and until the Members determine otherwise.
Section 2.7. Names and Addresses of Members. The name, present mailing address, taxpayer identification number and Unit ownership of each Member shall be identified on each counterpart signature page of this Agreement and shall be maintained in the books and records of the Company.
Section 2.8. Authorization and Purpose. Pursuant to the Act, the Members have formed this Company and, in accordance therewith, will file, or have filed, the Articles with the Secretary of State. The Members intend to govern the Company in accordance with the Act, the Articles and this Agreement and to have their rights and liabilities in connection with the Company to be so determined. In the event of any conflict between this Agreement and the Act or the Articles, this Agreement will control, to the extent permitted by the Act. The Company may engage in any lawful activity permitted by the Act.
Section 2.9. Title to Property. Legal title to property of the Company, whether real, personal or mixed, shall be held in the name of the Company or in whatever other manner the Board shall determine to be in the best interests of the Company. A Member’s interest in the Company is personal property and no Member shall have any right to partition property of the Company.
UNITS, CAPITAL CONTRIBUTIONS AND RELATED MATTERS
Section 2.10. Units.
(a) The Company shall be authorized to issue a total of 6 million Units. The Board may determine to issue Voting Units and Nonvoting Units in any combination of the number of total Units authorized.
(b) Voting Units shall contain identical rights as set forth in the Articles and this Agreement. Nonvoting Units shall contain identical rights as set forth in the Articles and this Agreement. Nonvoting Units shall have the same economic interest as Voting Units.
(c) The number of Units authorized to be issued by the Company may be increased by the approval of holders of a majority of the Voting Units issued and outstanding.
(d) No certificates of ownership shall be issued to Members to evidence ownership of Units. Ownership of Units in the Company shall be identified on the books and records of the Company which shall be revised from time to time to reflect the issuance of Units to existing or new Members, the transfer of Units or the redemption or repurchase of Units by the Company. Upon the request of a Member, the secretary of the Company shall issue such Member a written statement describing the number and class of Units owned by such Member and the total number of Units of the Company authorized, issued and outstanding.
Section 2.11. Issuance of Units.
(a) The Board may authorize Units to be issued for consideration consisting of any tangible or intangible property or benefit to the Company, including cash, promissory notes, services performed, promises to perform services evidenced by written contract or other Units of the Company.
(b) Before the Company issues Units, the Board must determine that the consideration received or to be received for Units to be issued is adequate. That determination by the Board is conclusive insofar as the adequacy of consideration for the issuance of Units relates to whether the Units are validly issued, fully paid and nonassessable. When it cannot be determined that outstanding Units are fully paid and nonassessable, there shall be a conclusive presumption that said Units are fully paid and nonassessable if the Board makes a good faith determination that there is no substantial evidence that the full consideration for such Units has not been paid.
(c) When the Company receives consideration for which the Board authorized the issuance of Units, Units issued therefor are fully paid and nonassessable. The determination that Units are nonassessable shall be made at the time of issuance and does not affect the provisions of Section 3.7. Consideration in the form of a promise to pay money or a promise to perform services is received by the Company at the time of the making of the promise, unless the agreement specifically provides otherwise.
(d) The Company may place in escrow Units issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of Units, and may credit Distributions in respect of Units against the purchase price until the services are performed, the note is paid or the benefits are received. If the services are not performed, the Units escrowed are restricted and the Distributions credited may be canceled in whole or in part.
(e) The Board may not issue additional Units except upon the approval of holders of a majority of the Voting Units issued and outstanding. Before offering to sell any Units to any Person, the Board shall first offer in writing such Units to the existing Members in proportion to their Capital Ratios on the same terms as such Units would be offered to any other Person. The Members shall have thirty (30) days from the date of receipt of the Board’s offer to accept such offer in writing.
Section 2.12. Securities Laws Limitations. Units shall be non-transferable and non-assignable unless the registration provisions of the Securities Act of 1933 (the “1933 Act”) have been complied with for registration, or an exemption therefrom, and unless made in compliance with the registration provisions of the securities laws of the states where interests are offered or sold, or exemptions therefrom. Furthermore, as a condition precedent to any transfer of Units, whether voluntarily, involuntarily or by operation of law, the Board may require an opinion of counsel satisfactory to the Company that such transfer will be made in compliance with the registration provisions of the 1933 Act, or an exemption therefrom, and the securities laws of the states where interests are offered or sold, or exemptions therefrom. The transferor shall be responsible for payment of legal fees for any opinion required by this Section 3.3. Any transfer of Units in contravention of these restrictions shall be null and void ab initio. Each Member agrees to accept the foregoing restrictions on the transferability of Units and to abide by the provisions thereof, and agrees that the following legend shall be placed on each statement evidencing ownership of a Unit:
THE INTEREST REPRESENTED HEREBY HAS BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), THE SOUTH CAROLINA SECURITIES AND INVESTOR PROTECTION ACT, OR THE SECURITIES LAWS OF ANY OTHER STATE, PURSUANT TO APPLICABLE EXEMPTIONS FROM SUCH REGISTRATION. SUCH INTEREST HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME EXCEPT IN ACCORDANCE AND PURSUANT TO THE TERMS OF THE OPERATING AGREEMENT, AND FURTHER PURSUANT TO ANY EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Section 2.13. Negative Capital Accounts. Except as otherwise provided in the Act or this Agreement, no Member has any liability to restore all or any portion of a Negative Capital Account balance.
Section 2.14. Interest Payments. No Member shall be entitled to receive interest payments in connection with any Capital Contribution to the Company.
Section 2.15. Other Matters Relating to Capital Contributions.
(a) Loans by Members to the Company shall not be considered Capital Contributions.
(b) Except as may be expressly provided herein, no Member shall be entitled to withdraw or to the return of any part of the Capital Contribution of such Member or to receive property or assets other than cash from the Company for any reason whatsoever.
(c) No Member shall be entitled to priority over any other Member with respect to any Distribution, except to the extent expressly provided in this Agreement.
Section 2.16. Mandatory Additional Capital Contributions. Upon the approval of holders of a majority of the Voting Units, each Member shall make a Capital Contribution to the Company on a pro rata basis in accordance with the Capital Ratios.
Section 2.17. Personal Guaranties.
(a) Each Member agrees to guaranty personally, jointly and severally with all other Members, all obligations of the Company requiring personal guaranties, if the Board requests such guaranty and holders of a majority of the Voting Units issued and outstanding approve such request.
(b) In the event any personal guaranty of a Member is enforced to satisfy any obligation of the Company, such Member shall have a right of contribution against each other Member to the extent required to make the total payments made as a consequence of all guaranties of the same obligation be on a pro rata basis in accordance with the Members’ Capital Ratios.
(c) With respect to obligations of the Company personally guarantied by less than all of the Members, the remaining Members shall indemnify, save and hold harmless the Members who have personally guarantied such obligations of the Company to the extent necessary to make each Member obligated with respect to such obligation on a pro rata basis in accordance with the Capital Ratios of the Members. It is the intent of this Section 3.8(c) that each Member shall be obligated with respect to obligations which are guarantied by less than all of the Members, whether or not a Member has personally provided his or her guaranty to a third party, and that each Member whose personal guaranty is enforced to satisfy any of the obligations shall have a right of contribution against each other Member to the extent required to cause the total payments made as a consequence of such guaranty to be on a pro rata basis in accordance with the Members’ Capital Ratios. This Section 3.8(c) applies to guaranties executed prior to and after the time a Person becomes a Member of the Company.
Section 2.18. Remedies for Failure to Make Capital Contribution or Provide Guaranty.
(a) If a Member fails to make a Capital Contribution required by Section 3.7, or fails to execute a guaranty required by Section 3.8, the Company shall give the defaulting Member written notice that the default must be cured within fifteen (15) days from the date that such notice is mailed. If the defaulting Member fails to cure the default within the fifteen (15) day period, the Company, in its sole discretion, may elect to take any one (1) or more of the actions set forth in Section 3.9(a)(i) through Section 3.9(a)(iv) or the action set forth in Section 3.9(a)(v).
(i) The Units of the Members may be adjusted to reflect actual Capital Contributions or the value of the guaranty the defaulting Member failed to provide.
(ii) The nondefaulting Members may advance the amount owed by the defaulting Member for an additional Capital Contribution or an amount which equals the product of the defaulting Member’s Capital Ratio and the value of the obligation subject to a guaranty. The monies so advanced shall be a loan due and owing from the defaulting Member to the Members who advanced the monies and shall bear interest at a rate which is two percent (2%) greater than the rate charged to the Company by the Company’s primary lender, payable on a monthly basis. Any cash Distribution which would otherwise be made to the defaulting Member shall instead be made to the Members who advanced the funds until the obligation created thereby is satisfied; provided, however, the defaulting Member shall continue to recognize the taxable income allocable to his or her Units during the time Distributions are withheld. Further, the amount advanced under this provision shall be deemed a loan, due and payable within one (1) year of the date of the advancement and any payments made thereon shall be applied first to interest and then to principal. In entering into this Agreement, each Member agrees that, upon becoming a defaulting Member, such Member hereby grants to any Member who advances funds hereunder a security interest in his or her Units to secure the obligation to repay the funds advanced.
(iii) The defaulting Member’s Units shall become Nonvoting Units until the default is cured.
(iv) The defaulting Member shall lose the ability to participate in the management and affairs of the Company as a Manager or officer until the default is cured.
(v) The Company may treat such failure as a Purchase Event under Section 7.4(b)(vi).
(b) Election of the Company to pursue any of the foregoing remedies shall not be deemed a waiver of or limitation of the right to pursue any other remedy available under this Agreement or at law or in equity in the event of a subsequent default.
(c) Each Member agrees that the Company and the non-defaulting Members shall incur certain costs, obligations and damages in the event of a default by any Member, which shall be extremely difficult to ascertain; the remedies described in this Section 3.9 bear a reasonable relationship to the damages that may be suffered in the event that any Member defaults in his or her obligations to make the required Capital Contribution or guaranty for the benefit of the Company; and election of any of the foregoing remedies would not be unreasonable based on the facts and circumstances existing as of the date that this Agreement is executed.
(d) For purposes of the SC Uniform Commercial Code, this Agreement shall constitute each Member’s security agreement in favor of the Company and/or other Members. Each Member further agrees that, upon becoming a defaulting Member, the Company may execute on behalf of such Member a UCC-1 financing statement and any other supporting documentation as may be necessary to perfect the security interest of the Company and for other Members in such Member’s Units.
ARTICLE III: MEMBERS
Section 3.1. Limitation of Liability. No Member shall be personally liable for the debts, obligations, liabilities or judgments of the Company solely by virtue of his or her ownership of Units in the Company, except as expressly set forth in this Agreement or required by law.
Section 3.2. Additional Members. Additional Members may be admitted to the Company only if approved in accordance with this Agreement. An additional Member must sign a counterpart signature page of this Agreement as a condition of becoming a Member of the Company.
Section 3.3. Withdrawal from Membership. No Member is permitted or required to withdraw or resign from the Company, except as provided in Article VII.
Section 3.4. Conflicts of Interest.
(a) The Board may permit a Member to lend money to and transact business with the Company, subject to any limitations contained in this Agreement or in the Act. To the extent permitted by applicable laws, such a Member shall be treated like any other Person with respect to transactions with the Company.
(b) Each Member and his or her officers, directors, shareholders, partners, managers, agents, employees and Affiliates (“Related Parties”) are permitted to engage in other business activities, provided that such activities are not in competition with the Company’s business or cause a Member or any Related Party to fail to perform his or her obligations under this Agreement or any other agreement between the Company and such Member or a Related Party of such Member. The Members further acknowledge that they are under no obligation to present to the Company any business or investment opportunities, even if the opportunities are of such a character as to be appropriate for the Company’s undertaking.
Section 3.5. Members Are Not Agents. Each of the Members of the Company has agreed to delegate the management of the Company to the Board and, accordingly, expressly relinquishes any rights he or she might otherwise have to act on behalf of the Company, to incur liability on behalf of the Company or to bind the Company in any way. Members shall not act as agents of the Company.
Section 3.6. Meetings.
(a) The annual meeting of Members shall be held each year at such time and date as may be fixed by or under the authority of the Board, and shall be for the purpose of electing Managers, considering the business reports of the Company, and transacting such other matters as may properly come before the meeting. However, the annual meeting of Members for any year shall be held not later than thirteen (13) months after the last preceding annual meeting of Members. The failure to hold an annual meeting shall not constitute a default of a Member who is a Manager under this Agreement. Any Member may bring an action in a court of competent jurisdiction to compel an annual meeting which has not been held in accordance with the terms of this Agreement.
(b) Any Manager or Members holding ten percent (10%) or more of the issued and outstanding Voting and Nonvoting Units may call a meeting of the Members at any time. Such meeting shall be held at a place to be agreed upon by the Board or, if no agreement can be reached, at the Company’s principal executive office. The meeting shall be held during normal business hours.
(c) The president of the Company shall preside at the meeting. The secretary of the Company shall prepare minutes of the events transpiring at the meeting, which shall be maintained along with the books and records indicated in Section 8.1 at the Company’s principal place of business.
(d) If any action on the part of the Members is to be proposed at the meeting, then written notice of the meeting must be provided to each such Member entitled to vote not less than ten (10) days or more than sixty (60) days prior to the meeting. Written notice of the meeting must be provided to Members not entitled to vote not less than five (5) days prior to the meeting. Notice may be given in person, by facsimile, electronic mail, telegraph or first class mail, or other written communication, charges prepaid, addressed to each such Member at the address listed for that Member in the Company’s books and records. Notice shall be deemed complete upon personal delivery, transmission of the facsimile, telegram or electronic mail or when deposited in the mail or sent in writing in some other manner. The notice shall contain the date, time and place of the meeting and a statement of the general nature of the business to be transacted there. Matters which are not contained in the notice may not be addressed at the meeting.
(e) Any Member(s) entitled to call a meeting may request in writing that any Manager or officer provide the aforementioned notice(s) to all Members entitled to vote at the meeting. If the written notice is not given by the Manager or officer within twenty (20) days of the request, the Member may then give notice of the meeting.
(f) An affidavit of the mailing of notice shall be prepared by the Manager, officer or Member of the Company that actually causes written notice of the meeting to be transmitted to the Members. The affidavit shall be maintained at the Company’s principal place of business, along with the books and records listed in Section 8.1.
Section 3.7. Actions at Meetings.
(a) No action may be taken at a meeting that was not proposed in the notice of the meeting unless there is a unanimous consent among all Members entitled to vote.
(b) No action may be taken at a meeting unless a quorum of Members is present either in person or by proxy. A quorum of Members shall consist of holders of a majority of the issued and outstanding Units of the Company. Once a quorum has been established at a duly held meeting, business may be regularly transacted at that meeting without adjournment, notwithstanding that the quorum is no longer present, so long as Members holding a majority of the Units represented at the meeting, or such higher percentage as may be required by this Agreement or the Act, approve any action taken. In determining the existence of a quorum, only Units entitled to a vote shall be counted.
(c) A Member may participate in any meeting by telephone conference or other similar means of communication, as long as all of the participating Members are able to hear each other. A Member participating in accordance with the preceding sentence shall be deemed present at the meeting.
(d) Any meeting may be adjourned upon the vote of the majority of the Units entitled to vote and represented at the meeting. A quorum of Members need not be present to conduct the vote. If a duly held meeting is adjourned to another time and place, no notice of the time and place of the adjourned meeting is required, if there is an announcement at the time of the adjournment of when and where the meeting is to be resumed and it is resumed within one hundred twenty (120) days of adjournment. Notice in accordance with the provisions of Section 4.6(d) is required if a new record date for the meeting is subsequently set or if the adjournment is for a period in excess of one hundred twenty (120) days from the date of the original meeting, in which case the Board shall set a new record date. Any business which could have been transacted at the original meeting may be transacted at the adjourned meeting.
(e) Actions taken at any meeting of the Members, regardless of where it is held or whether it is noticed and conducted in accordance with the foregoing rules, have the same force and validity as actions taken at a duly noticed and held meeting, if there is a quorum present in person or by proxy, and if, either before or after the meeting, each Member who was entitled to vote at the meeting but who was not present in person or by proxy, signs a written waiver of notice, consenting to the holding of the meeting or approval of the minutes of the meeting. A written waiver of notice need not contain a statement of the purpose of the meeting or the business to be transacted, except if it is to be given in support of an action taken at a meeting which was not stated in the notice. All such written waivers, consents or approvals shall become part of the records of the Company and shall be maintained at the Company’s principal place of business along with the books and records listed in Section 8.1.
(f) Any Member who attends a meeting shall be deemed to have waived his or her right to object to the notice of the meeting, unless the Member expresses such an objection at the commencement of the meeting. Attendance at a meeting shall not constitute a waiver of the right to object to the transaction of any business which was not disclosed in the notice of the meeting, so long as the objection is asserted at the meeting.
(g) Members who are entitled to vote at a meeting may do so in person or by authorizing another Person or Persons to act as proxy. The proxy must be in writing, executed by the Member authorizing it, and it must be filed with the secretary of the Company. A proxy will be deemed executed if the Member’s name is placed on the proxy, whether manually, typed, electronically transmitted or otherwise, by the Member or his or her attorney in fact. If the proxy does not state on its face that it is irrevocable, it shall continue in full force and effect unless either: (i) the Member who issued the proxy revokes it prior to the vote pursuant to the proxy by (A) delivering written notice to the Company that the proxy is revoked, (B) issuing a subsequent proxy, or (C) attending the meeting and voting in person; or (ii) the Company is notified of the death or incapacity of the Member who authorized the proxy, before the vote pursuant to the proxy is counted. Notwithstanding the foregoing, no proxy shall remain in effect for more than eleven (11) months, unless the face of the proxy indicates a longer term.
Section 3.8. Actions Without Meetings. Any action that may be taken at a meeting of the Members may be taken without a meeting and without prior notice, if written consents to the action are submitted to the Company within sixty (60) days of the record date for the taking of the action, executed by Members holding a sufficient number of votes to authorize the taking of the action at a meeting at which all Members entitled to vote thereon are present and vote. All such consents shall be submitted to the secretary and shall be maintained as a part of the Company’s records. Any Member who signs such a written consent, or the Member’s proxy holders, may revoke the consent by submitting a written revocation to the secretary which is received prior to the filing with the Company of a sufficient number of written consents to authorize the taking of the action. Notice of any action taken pursuant to submission of written consents shall be given to any Member who did not submit a written consent within ten (10) days after receipt by the Company of the number of written consents necessary to authorize the action taken.
Section 3.9. Record Date. To enable the Company to determine the Members entitled to receive notice of any meeting, to vote, to receive Distributions, to exercise any rights with regard to Distributions or to exercise any other lawful right granted by this Agreement, the Articles or the Act, the Managers may fix, in advance, a record date that is not more than sixty (60) or less than ten (10) days prior to the date of such meeting or not more than sixty (60) days prior to any other action. If no record date is fixed, the record date shall be ten (10) days prior to the date of the meeting and on the effective date and time of any other action.
Section 3.10. Voting Rights.
(a) Except as expressly provided in the Act, the Articles or in this Agreement, Members shall have no voting, approval or consent rights. Members shall have the right to approve or disapprove matters as stated in the Act, the Articles and in this Agreement.
(b) Members who are not otherwise entitled to vote because of the application of any provision of the Act, the Articles or this Agreement, shall be entitled to vote upon the dissolution of the Company, a merger of the Company with any other entity and any other matter required by the Act. In cases where holders of Nonvoting Units are entitled to vote, Voting Units and Nonvoting Units shall be voted as a single class.
(c) In any matter described in this Agreement or in the Act which requires the approval of the Members and this Agreement or the Act fails to specify or require the sufficiency of a vote or written consent, the majority vote of Units represented at a meeting and entitled to vote or the written consent of a majority of Units entitled to vote shall be sufficient to authorize any proposed action. The approval of holders of a majority (or such higher amount as may be specified in this Agreement) of Voting Units or Units (in cases where Nonvoting Units are permitted to vote) shall mean the vote of Units represented at a meeting and entitled to vote or the written consent of holders of the Units issued and outstanding and entitled to vote, as the case may be.
(d) Each issued and outstanding Unit is entitled to one (1) vote on each matter submitted to a vote of Members. Units which have been redeemed or repurchased by the Company are canceled upon redemption and shall not be outstanding Units. The Company may, however, vote Units which it holds in a fiduciary capacity.
(e) (i) Units standing in the name of a corporation shall be voted by proxy only by such Person as the board of directors of the corporate Member may designate by written resolution delivered to the Company at least twenty‑four (24) hours prior to the vote on any matter. Any corporate Member may deliver a continuing resolution, effective until revoked, authorizing any Person to vote the Units of such corporate Member.
(ii) Units held by an administrator, executor, guardian, personal representative or conservator may be voted by him or her, either in person or by proxy, without a transfer of such Units into his or her name. Units standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote Units held by him or her without a transfer of such Units into his or her name or the name of his or her nominee.
(iii) Units held by or under the control of a receiver, a trustee in bankruptcy proceedings or an assignee for the benefit of creditors may be voted by him or her without the transfer thereof into his or her name.
(iv) If Units stand of record in the names of two (2) or more Persons, or if two (2) or more Persons have the same fiduciary relationship respecting the same Units, unless the secretary of the Company is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting have the following effect:
(A) If only one (1) votes, in person or by proxy, his or her act binds all;
(B) If more than one (1) vote, in person or by proxy, the act of the majority so voting binds all;
(C) If more than one (1) vote in person, or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the Units in question proportionally;
(D) If the instrument or order so filed shows that any tenancy is held in unequal interest, a majority or vote evenly split for purposes of this Section 4.10(e) shall be a majority or a vote evenly split in interest; and
(E) Principles of this Section 4.10(e) shall apply, insofar as possible, to the execution of proxies, waivers, consents or objections for the purpose of ascertaining the presence of a quorum.
(v) Units standing in the name of a limited liability company shall be voted by proxy only by such Person as the managers or members of such company may designate by written resolution delivered to the Company at least twenty-four (24) hours prior to the vote on any matter. A limited liability company who is a Member may deliver a continuing resolution, effective until revoked, authorizing any Person to vote the Units of such Member.
Section 3.11. Deadlock. Each Member waives any right that such Member may have to seek the dissolution of the Company on the grounds that the Members are deadlocked with respect to any matter to be acted upon by the Members. In the event the Members are unable to agree on a matter for which the approval of the Members is required, each Member consents to binding arbitration in accordance with the rules of the American Arbitration Association to break any deadlock. Upon the application of any Member, the American Arbitration Association shall appoint a single arbitrator to break any deadlock. The arbitrator shall make any decisions to break the deadlock in the best interests of the Company.
ARTICLE IV: MANAGEMENT
Section 4.1. Exclusive Management.
(a) All powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, the Managers who shall act as a body (the “Board of Managers” or “Board”) upon all matters within their authority. An individual Manager is not an agent of the Company, unless authorized by the Board in accordance with the Articles or this Agreement. The Company shall have at least one (1) Manager to be selected by the Members in accordance with this Agreement.
(b) The Board, by resolution adopted by a majority of the entire number of Managers, may designate from among the Managers an executive committee and one (1) or more other committees. The executive committee shall and may exercise all of the authority of the Board, except that the executive committee, and any other committee appointed by the Board, shall not have the authority to: (i) approve or recommend to the Members actions or proposals required by the Act or this Agreement to be approved by Members; (ii) fill vacancies on the Board or any committee thereof; (iii) authorize or approve the reacquisition of Units unless pursuant to a general formula or method specifically adopted by the Board or the Members, as applicable; and (iv) authorize or approve the issuance or sale or contract for the sale of Units, or determine the designation and relative rights, preferences and limitations of a class of Units.
Section 4.2. Qualifications. Managers need not be natural Persons, citizens of the United States or residents of the state in which the Articles were filed. Managers who are natural Persons must be at least eighteen (18) years of age. A Manager need not be a Member of the Company. A Manager who is not a natural person must designate in writing a single natural person who is authorized to act on behalf of such Manager.
Section 4.3. Time Commitments. Managers shall devote the time, effort and skill that they reasonably believe is necessary to conduct the affairs of the Company and to attend to all matters concomitant to the business of the Company. Managers are not required to devote all of their time or efforts to the operation of the Company.
Section 4.4. Limitations on Powers.
(a) The Board shall not be authorized to permit the Company to perform the following acts or to engage in the following transactions without first obtaining the approval of holders of a majority of the Units entitled to vote thereon or such greater level of approval as may be indicated below:
(i) the merger of the Company with another limited liability company, corporation, partnership or limited partnership, provided that no Member may be required to become a managing member, officer, or general partner in the merged entity absent his or her express written consent thereto;
(ii) any alteration of the primary purpose or business of the Company as set forth in Section 2.8;
(iii) the sale of substantially all of the assets of the Company;
(iv) dissolution of the Company;
(v) any offer to sell Units in the Company to any Person;
(vi) any act which would prevent the Company from conducting its duly authorized business;
(vii) the confession of a judgment against the Company;
(viii) the filing of any action or petition in Bankruptcy on behalf of the Company; and
(ix) any other act or transaction for which the vote or consent of the Members is required, either in the Articles or this Agreement or under the Act.
(b) No Manager may delegate to any other Person any of such Manager’s rights and powers to manage and control the business and affairs of the Company. A Manager may not appoint a proxy to vote or otherwise act for said Manager. Nothing contained in this Section 5.4(b) shall prohibit the Board from engaging employees and agents to perform services for the Company.
Section 4.5. Meetings.
(a) The annual meeting of the Board shall be held without other notice than this Section 5.5(a), immediately after and at the same place as the annual meeting of the Members.
(b) Any Manager may call a meeting of the Board upon five (5) days notice by mail or forty‑eight (48) hours notice delivered personally, by facsimile, telephone, electronic mail or telegraph. Delivery of notice by mail is complete upon delivery in the U.S. postal system by 5:00 p.m. The notice need not indicate the purpose for which the meeting is called.
(c) Notice of a meeting need not be given to any Manager who executes a waiver of notice or a consent to the holding of the meeting, whether before or after the meeting, or who attends the meeting without objecting to the lack of notice prior to the commencement thereof or who approves the minutes of the meeting. All such waivers, consents or approvals shall be filed with the Company and be made a part of the minutes of the meeting, but they need not indicate the purpose for which the meeting was called.
(d) A majority of the Managers present at the meeting, whether or not they constitute a quorum, may adjourn any meeting to another time and place. If the adjournment is for a period greater than twenty‑four (24) hours, notice of the adjourned time and place shall be given prior to the time of the adjourned meeting to any Manager who was not present when the meeting was adjourned.
(e) Meetings of the Board may be held at any place specified in the notice of the meeting, whether within or outside the State of SC. If the notice does not designate a meeting place, then the meeting shall be held at any place agreed upon by the Board or at the principal executive office of the Company.
(f) A Manager may participate in any meeting by telephone conference or other similar means of communication, as long as all of the participating Managers are able to hear each other. A Manager participating in accordance with the preceding sentence shall be deemed present at the meeting.
(g) A majority of the authorized number of Managers constitutes a quorum of the Board for the transaction of business. Unless the Articles or this Agreement expressly require a greater number, every act performed or decision made by a majority of the Managers present at a duly held meeting, at which a quorum is present, is the act or decision of the Board. The Board may continue to transact business at a meeting at which a quorum was initially present, notwithstanding that one (1) or more Managers depart, as long as any action taken is approved by at least a majority of the required quorum for the meeting.
Section 4.6. Actions Without Meetings. Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority (or such higher percentage as required by the Act, the Articles or this Agreement) of the Managers individually or collectively consent in writing to the taking of the action, in which event the written consent shall have the same force and effect as an action taken by a vote of the Board, except in such cases where the Articles or this Agreement require a different percentage of the Managers.
Section 4.7. Liability for Performance of Duties; Duty of Care.
(a) The Managers shall perform their managerial duties in good faith, in a manner that they reasonably believe to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent Person in the same position would exercise in similar circumstances. A Member who so performs the duties of a Manager shall not incur any liability to the Company by reason of being or having been a Manager of the Company.
(b) In performing his or her duties, each Manager shall be entitled to rely upon information, reports, opinions or statements made by or received from the following Persons or groups, unless the Manager is in possession of information regarding the matter in question sufficient to render such reliance unwarranted and provided that the Manager acts in good faith and after a reasonable inquiry when the need therefor is indicated by the circumstances:
(i) any officer, employee or other agent of the Company whom the Manager reasonably believes to be trustworthy and competent regarding the matters presented;
(ii) any attorney, independent accountant or other professional with regard to matters which the Manager reasonably believes to be within such Person’s area of professional or expert competence; or
(iii) any committee upon which the Manager does not serve, duly created in accordance with the provisions of this Agreement or the Articles, as to matters within its designated authority, if the Manager reasonably believes the committee merits confidence.
Section 4.8. Transactions Between Company and Manager. Any Manager or Affiliate of a Manager may engage in transactions with the Company, notwithstanding that such transaction may constitute a conflict of interest, as long as the transaction is not expressly prohibited by this Agreement or the Act and any conditions contained in this Agreement or the Act to the approval of any such transaction are met.
Section 4.9. Compensation. The compensation of the Managers must be fixed by the Members.
Section 4.10. Limitation on Exposing Members to Personal Liability. Neither the Company nor the Managers nor any Member may take any action which will have the effect of exposing any Member of the Company to personal liability for the obligations of the Company, without first obtaining the written consent of the affected Member.
Section 4.11. Limitations on Manager’s Liability. No Person who is a Manager shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a Manager of the Company.
Section 4.12. Units Owned by a Manager. A Manager who owns Units shall be entitled to all of the rights and privileges of a Member who is not a Manager, including without limitation the economic, voting, information and inspection rights, unless otherwise provided in this Agreement.
Section 4.13. Election and Removal of Managers.
(a) The Members may, from time to time, fix the number of Managers that it shall have by the approval of the holders of Voting Units. However, the Company shall not have less than one (1) Manager at any time. Unless a Manager resigns or is removed, each Manager shall serve until his or her successor has been elected and qualified to serve.
(b) Except as provided in this Section 5.13(b), a Manager may be removed at any time, with or without cause, upon the majority vote of holders of Voting Units at a meeting expressly called for the purpose of such a vote. The removal shall be without prejudice to the rights, if any, of the Manager under any employment contract with the Company. If the Manager is a Member, his or her removal shall not affect any rights he or she has as a Member, nor shall it constitute a withdrawal from membership.
(c) A Manager may resign at any time by providing written notice to the Board. The resignation shall be effective immediately upon receipt of the notice, unless a later time is specified in the notice. Acceptance of the resignation is not required to make it effective, unless the notice provides otherwise. The resignation shall be without prejudice to the rights, if any, of the Company under any contract with the Manager. If the Manager is a Member, his or her resignation shall not affect any rights he or she has as a Member, nor shall it constitute a withdrawal from membership.
(d) A vacancy shall exist if any Manager is removed, resigns or dies, if there is an increase in the number of authorized positions of Manager or if the Members fail to elect a sufficient number of Managers to fill the authorized positions. If a vacancy occurs, the vacancy shall be filled by the remaining Manager or Managers.
Section 4.14. Officers.
(a) The officers of the Company shall be selected by the Board and shall consist of a president, a secretary, a treasurer and such other officers and agents as the Board may, from time to time, determine necessary. Officers need not be Members of the Company. Any number of offices may be held by the same Person.
(b) The officers of the Company to be chosen by the Board shall be appointed at each annual meeting of the Board. The Board may, from time to time, appoint, or may authorize a duly appointed officer to appoint, such assistant officers and agents as the Board may deem necessary. Each officer shall hold office until a successor shall have been duly chosen or until the officer’s prior death, resignation or removal.
(c) An officer may resign at any time by delivering notice to the secretary of the Company. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. Any officer or agent may be removed by the Board at any time, with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
(d) A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board for the unexpired portion of the term.
(e) The president shall in general supervise and control all of the business and affairs of the Company and perform such other duties as may be prescribed by the Board from time to time. The president shall, when present, preside at all meetings of Members and the Board, and shall generally do and perform all acts incident to the office of president of a body corporate or which are authorized or required by law. The president also shall have authority to appoint such agents and employees of the Company as the president shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the president. The president may sign any deeds, mortgages, bonds, contracts or other instruments authorized to be executed except when the signing and execution thereof shall be expressly delegated by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed.
(f) The secretary shall, subject to the other provisions of this Agreement: (i) prepare the minutes of the meetings of the Company and of the Board in one (1) or more books provided for such purpose; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (iii) be custodian of the records and seal (if adopted by the Company) of the Company and see that the seal of the Company is affixed to all documents, the execution of which, on behalf of the Company, under its seal, is duly authorized; (iv) be responsible for the authentication of the Company’s records; (v) keep or arrange for the keeping of a register of the Units owned and the post office address of each Member; and (vi) in general perform all duties incident to the office of secretary of a body corporate and have such other duties and exercise such authority as from time to time may be delegated or assigned to the secretary by the president or by the Board.
(g) The treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies or other depositories as shall be selected by or under the authority of a resolution of the Board; and (iii) in general perform all the duties incident to the office of treasurer of a body corporate and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the president or by the Managers. If required by the Board, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. The treasurer shall be an assistant secretary of the Company.
(h) There shall be such number of vice‑presidents, assistant secretaries and assistant treasurers as the Board may from time to time authorize. Such vice‑presidents, assistant secretaries and assistant treasurers may be appointed by the Board or, with the authorization of the Board, by a duly appointed officer. The assistant treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The vice‑presidents, assistant secretaries and assistant treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the president, secretary or the treasurer, respectively, or by the Board.
(i) The Board, or an officer with the authorization of the Board, shall have the power to appoint any Person to act as assistant to any officer, or as agent for the Company in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board shall have the power to perform all the duties of the office to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board.
(j) The salaries of the officers shall be fixed from time to time by the Board.
ARTICLE V: ALLOCATION OF PROFIT AND LOSS
Section 5.1. Capital Accounts. Capital Accounts for Members shall be established and maintained as follows:
(a) An individual Capital Account shall be determined and maintained for each Member for federal income tax purposes in accordance with the rules of Regulation Section 1.704-1(b)(2)(iv). Except as otherwise provided in such Regulation, each Member’s Capital Account shall initially consist of such Member’s cash contribution to the capital of the Company, and the Gross Asset Value of property contributed to the Company (as of the date of contribution and net of liabilities secured by such contributed property that the Company is considered to assume, or to take subject to, under Code Section 752). Each Member’s Capital Account shall be further credited with each Member’s allocable share of Net Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 6.3, shall be debited by the amount of cash and the Gross Asset Value of any property distributed by the Company to such Member (as of the date of distribution and net of liabilities secured by such distributed property that the Member is considered to assume, or take subject to, under Code Section 752), together with each such Member’s allocable share of the Net Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 6.3 hereof. Liabilities of a Member (other than those described above) that are assumed (within the meaning of Regulation Section 1.704-1(b)(2)(iv)(c)) by the Company, and liabilities of the Company (other than those described above) that are assumed (within the meaning of Regulation Section 1.704-1(b)(2)(iv)(c)) by a Member, shall be treated as money distributed to the Member, and money contributed to the Company, respectively.
(b) In the event that Company property is subject to Code Section 704(c), or is revalued in accordance with Regulation Section 1.704-1(b)(2)(iv)(f), the Members’ Capital Accounts shall be adjusted in accordance with Regulation Section 1.704-1(b)(2)(iv)(g) to reflect only allocations to them of depreciation, amortization, gain or loss as computed for book purposes (and not for tax purposes) with respect to such property. Company property may be revalued as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for a Membership Interest in the Company; (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g); and (iv) the grant of a Membership Interest (other than a de minimis Membership Interest) as consideration for the provision of services to or for the benefit of the Company by any existing Member acting in that capacity, or by a new Member acting in a capacity as a Member or in anticipation of becoming a Member; provided, however, that adjustments pursuant to Section 6.1(b)(i), (b)(ii) and (b)(iv) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.
(c) The Members’ Capital Accounts shall be adjusted at the time of a revaluation of the Company assets in accordance with Regulation Section 1.704-1(b)(2)(iv) by taking into account unrealized Net Profits or Net Losses inherent in the Company assets (not reflected in the Capital Accounts previously) that would be allocated among the Members if there were a taxable disposition of such Company assets for Fair Market Value on that date.
(d) The Members’ Capital Accounts shall be adjusted to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b) or Code Section 734(b) is required pursuant to Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts. For purposes of determining the increases or decreases to be made to the Members’ Capital Accounts, the amount of such adjustment shall be treated as an item of Net Profit (if the adjustment increases the basis of the asset) or Net Loss (if the adjustment decreases such basis) and such Net Profit or Net Loss shall be allocated to the Members in accordance with Regulation Section 1.704-1(b)(2)(iv)(m).
(e) Upon the transfer of all or part of a Membership Interest in the Company, the Capital Account of the transferor Member that is attributable to the transferred interest shall be carried over to the transferee. If the transfer of a Membership Interest in the Company causes a termination of the Company under Code Section 708(b)(1)(B), the Capital Account of the transferee Member and the Capital Accounts of the other Members carry over to the new company that is formed as a result of such termination, and the deemed contribution of assets and distribution of interests resulting from the formation of the new company shall be disregarded for purposes of determining Capital Accounts, pursuant to Regulation Section 1.704-1-(b)(2)(iv)(l).
Section 5.2. Net Profits, Credits and Net Losses.
(a) Subject to the other provisions of this Article VI, Net Profits and Net Losses shall be allocated to the Members and among them in proportion to their Capital Ratios. Tax credits shall be allocated among the Members in proportion to the allocation of Net Profits, or, if there are no Net Profits for any fiscal period during which there are allocable tax credits, then such tax credit shall be allocated in proportion to the Capital Ratio of each Member.
(b) No allocation of Net Losses shall be made to any Member to the extent that any such allocation would create or enlarge the amount of an Adjusted Negative Capital Account as of the end of any Fiscal Year. Any Net Losses which could be allocated to such Member but for the preceding sentence shall instead be allocated to and among the other Members to whom such Net Losses can be allocated without creating or enhancing or enlarging the amount of an Adjusted Negative Capital Account in proportion to their Capital Accounts. If a Net Loss may not be allocated to any Member without creating or enlarging the amount of an Adjusted Negative Capital Account, it shall be allocated to and among the Members in accordance with their respective Capital Ratios, unless such allocation is determined not to be in accordance with the Members’ interest in the Company under Regulation Section 1.704-1(b)(3), in which case it shall be allocated in accordance with that Regulation Section. If any portion of a Net Loss allocated under Section 6.2(a) is reallocated under this Section 6.2(b), both the portion allocated under Section 6.2(a) and the portion allocated under this Section 6.2(b) shall consist of a proportionate share of all items that make up the Net Loss in accordance with Regulation Section 1.704-1(b)(2)(ii)(e). Net Profits in succeeding Fiscal Years shall be first allocated to offset Net Losses reallocated pursuant to this Section 6.2(b).
Section 5.3. Regulatory Allocations.
(a) Should there be a net decrease in Company Minimum Gain in any taxable year, the Company shall specially allocate to each Member items of income and gain for that year (and, if necessary, for subsequent years) as required by the Regulation Section 1.704-2(f), governing “minimum gain chargeback” requirements prior to making any other allocations.
(b) Should there be a net decrease in Company Minimum Gain based on a Member Nonrecourse Debt in any taxable year, the Company shall first determine the extent of each Member’s share of the Company Minimum Gain attributable to Member Nonrecourse Debt in accordance with Regulation Section 1.704-2(i)(5). The Company shall then specially allocate items of income and gain for that year (and, if necessary, for subsequent years) in accordance with Regulation Section 1.704-2(i)(4) to each Member who has a share of the Company Minimum Gain attributable to Member Nonrecourse Debt.
(c) (i) The Company shall allocate Company Nonrecourse Deductions for any tax year to each Member in proportion to his or her Capital Ratio.
(ii) The Company shall allocate Member Nonrecourse Deductions to the Member who bears the risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deduction is attributable, as provided in Regulation Section 1.704-2(i).
(d) If a Member unexpectedly receives any allocation of loss or deduction, or item thereof, or Distributions which result in the Member’s having a Negative Capital Account balance at the end of the taxable year greater than the Member’s share of Company Minimum Gain, the Company shall specially allocate items of income and gain to that Member in a manner designed to eliminate an Adjusted Negative Capital Account balance as rapidly as possible. Any allocations made in accordance with this provision shall be taken into consideration in determining subsequent allocations under this Article VI, so that, to the extent possible, the total amount allocated in this and subsequent allocations equals that which would have been allocated had there been no unexpected adjustments, allocations and Distributions and no allocation pursuant to this Section 6.3(d).
(e) In accordance with Code Section 704(c) and the Regulations promulgated pursuant thereto, and notwithstanding any other provision in this Article VI, income, gain, loss and deductions with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among Members taking into account any variation between the adjusted basis of the property to the Company for federal income tax purposes and its Fair Market Value on the date of contribution (“Section 704(c) Allocation”). In addition, at any time the Gross Asset Values of Company assets are adjusted or revalued in accordance with Section 6.1(b), income, gain, loss and deduction shall be allocated among Members taking into account any variation between the adjusted basis of the property for federal income tax purposes and its value at the time of its contribution to the Company (if applicable) or its value as adjusted in accordance with Section 6.1(b) (“Reverse Section 704(c) Allocation”). The Company may use any reasonable method for making Section 704(c) Allocations and Reverse Section 704(c) Allocations consistent with the Regulations. Allocations pursuant to this Section 6.3(e) are made solely for federal, state, and local taxes and shall not be taken into consideration in determining a Member’s Capital Account or share of Net Profits or Net Losses or any other items subject to Distribution under this Agreement.
(f) The allocations set forth in this Section 6.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulation Section 1.704-1(b). It is the intent of the Members that, to the extent possible, all Regulatory Allocations will be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Company shall make such offsetting special allocations in whatever manner the Company determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2 hereof.
(g) The Regulatory Allocations are made solely for tax purposes and no Regulatory Allocation shall be deemed to require a Member to restore a Negative Capital Account balance for any other purpose.
Section 5.4. Distributions.
(a) The Board may elect to make a Distribution of Available Cash at any time that would not be prohibited under the Act or under this Agreement. Distributions shall be made in accordance with the Members’ Capital Ratios Distributions shall be made to those Persons who, according to the books and records of the Company, were the holders of record of Membership Interests on the date of the Distribution or any record date established by the Board. Subject to Section 6.5, neither the Company nor any Member shall be liable for the making of any Distributions in accordance with the provisions of this Section 6.4. A Member shall have no right to demand a Distribution in a form other than cash.
(i) the cumulative amount of Net Profits allocated to a particular Member for all tax years exceeds the cumulative amount of Net Losses allocated to such Member for all tax years (a “Net Cumulative Gain”), and
(ii) a Net Cumulative Gain as of the end of the tax year in question exceeds the Net Cumulative Gain as of the end of the previous tax year (a “Net Increase”), the Company shall distribute to each Member who is allocated Net Profits for the tax year in question, prior to any other Distributions pursuant to this Agreement, in cash to the extent of Available Cash, an amount equal to the positive difference between (A) the product of (I) the Net Increase and (II) the highest combined federal, state and local marginal rate of tax potentially applicable to any Member for the tax year in question, and (B) the total Distributions payable to such Member in respect of the tax year in question without regard to this Section 6.4(b).
For purposes of this Section 6.4(b), the Net Cumulative Gain as of the execution of this Agreement shall be zero (0). Any Distribution pursuant to this Section 6.4(b) shall be made on or before March 31 of the year following the close of the tax year in question. Any Distribution hereunder shall be offset against any future Distributions made to such Member and shall not accrue interest.
(b) The Company shall withhold and pay over all amounts required to be withheld pursuant to the Code (including, without limitation, Code Sections 1441, 1442, 1443, 1445 and 1446) or pursuant to any provision of any federal, foreign, state or local tax or other law with respect to: (i) any payment or Distribution to the Company; (ii) any payment or Distribution to any Member; or (iii) any allocation of income, gain, loss or deduction of the Company to any Member. All amounts so withheld pursuant to the Code or any provision of any federal, foreign, state or local tax law with respect to any payment or Distribution to the Company or to any Member, or with respect to any allocation to any Member of income, gain, loss or deduction of the Company, shall be treated as amounts distributed to the Member to which such Distribution or allocation is attributable pursuant to this Section 6.4 for all purposes under this Agreement.
Section 5.5. Limitations on Distributions.
(a) The Board shall not make any Distribution if, after giving effect to the Distribution:
(i) The Company would not be able to pay its debts as they become due in the usual course of business; or
(ii) The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of Distribution, to satisfy the preferential rights of other Members upon dissolution that are superior to the rights of the Member receiving the Distribution.
(b) In the event Distribution would result in the condition described in Section 6.5(a)(ii) above, Members shall be required to make Capital Contributions in accordance with the Capital Ratio of each Member in an amount sufficient to eliminate the deficit condition.
(c) The Board may base a determination that a Distribution is not prohibited under this Section 6.5 on any of the following:
(i) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances;
(ii) a fair valuation; or
(iii) any other method that is reasonable under the circumstances.
(d) A Manager who votes for a Distribution in violation of this Agreement or the Act is personally liable to the Company for the amount of the Distribution that exceeds what could have been distributed without violating this Agreement or the Act, if it is established that the Manager did not act in compliance with this Section 6.5 or Section 5.7 or Section 5.8.
Section 5.6. Return of Distributions. Members shall return to the Company any Distributions received which are in violation of this Agreement or the Act. Such Distributions shall be returned to the account or accounts of the Company from which they were taken in order to make the Distribution. If a Distribution is made in compliance with the Act and this Agreement, a Member is under no obligation to return it to the Company or to pay the amount of the Distribution for the account of the Company or to any creditor of the Company.
Section 5.7. Tax Matters Member:
(a) The Tax Matters Member shall be selected by the approval of holders of a majority of the Voting Units. The Tax Matters Member shall represent the Company in all administrative and judicial proceedings involving federal income tax matters, if the Company is classified as a partnership for tax purposes. In connection therewith, the powers of the Tax Matters Member shall include, but are not limited to, the power to:
(i) appoint an attorney‑in‑fact to represent the Company in such proceeding;
(ii) engage in any activities enumerated in subchapter C of chapter 63 of the Internal Revenue Code;
(iii) employ attorneys, accountants, appraisers, consultants and such other Persons as deemed appropriate;
(iv) make any and all elections for federal, state, and local tax purposes, including, without limitation, any election if permitted by applicable law: (A) to adjust the basis of Company assets pursuant to Code Sections 754, 734(b) and 743(B), or comparable provisions of state or local law; and (B) to extend the statute of limitations for assessment of tax deficiencies against Members with respect to adjustments to the Company’s federal, state or local tax returns; and
(v) represent the Company and Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and Members in their capacity as Members, and to execute any agreements or other documents relating to or affecting such tax matters including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or Members.
(b) The Tax Matters Member shall provide all Members affected by an Internal Revenue Service Company level proceeding with such notice of the proceeding as is required by the Code. The preceding sentence shall be deemed to be satisfied by mailing such notice to each such Member’s last known address.
(c) The Tax Matters Member is entitled to reimbursement for all expenses relating to its representation of the Company, which may include, but are not limited to, expenses of Persons employed by the Company in connection with an examination, audit, administrative or judicial proceeding relating to federal income tax matters.
ARTICLE VI: TRANSFERS AND TERMINATION OF UNITS
Section 6.1. Restriction on Transfer. None of the Members, except as provided in this Article VII, shall sell, transfer, encumber or otherwise dispose of, by operation of law or otherwise, the whole or any part of its Units. No assignment shall be valid or effective unless in compliance with the conditions contained in this Agreement, and any unauthorized transfer or assignment shall be void ab initio. The Units of a Member may not be assigned, pledged or otherwise transferred except as this Agreement may expressly permit. Any assignment, pledge or transfer of Units must be approved in advance by holders of a majority of the Voting Units. Any transfer of the ownership interests of a Member which is an entity constituting a change of control of such entity shall be deemed a transfer of the Units owned by such Member. For purposes of this Section 7.1, control shall have the meaning set forth in Section 1.2 and a change in control shall mean the loss of control by any Person or group of less than four (4) Persons who possessed control prior to the change of control.
Section 6.2. Further Assignments Subject to this Agreement. Upon the transfer of Units to any transferee, the transferee and any subsequent transferees of Units shall be subject to all of the terms and provisions of this Agreement. The transferee of Units who does not become a Member shall be subject to the provisions of this Article VII as if such Units were held by a Member, except such transferee shall not possess any voting rights.
Section 6.3. Rights of Transferee. Unless admitted to the Company as a Member in accordance with the provisions of this Article VII, the transferee of Units, or a part thereof, shall not be entitled to any of the rights, powers or privileges of its predecessor in interest, except as otherwise provided in this Agreement. A transferee of Units who does not become a Member may not hold the proxy of the Member who transferred the Units to such transferee. As a condition to admitting any transferee of Units to the Company as a Member, the Company may require that such transferee make such representations and warranties to the Company as the Board deems appropriate.
Section 6.4. Repurchase of Interests.
(a) Upon the occurrence of any of the events described in Section 7.4(b) below (“Purchase Events”) with respect to a Member (the “Transferring Member”), the Company shall have the continuing option, upon the approval of a majority of the entire number of issued and outstanding Voting Units (excluding the Units of the affected Member) to purchase all (but not less than all) of the Units of the Transferring Member. The purchase price of the Units shall be the “Purchase Price” in accordance with the provisions of Section 7.4(c) below, and the purchase shall be in accordance with Section 7.4(e) below (except for any extension needed pending the appointment of the personal representative, if applicable).
(b) The Purchase Events are:
(i) any levy on, attachment of or the establishment of a charging order with respect to any Units of the Transferring Member by any creditor or by any Person claiming a lien thereon, if such Member does not immediately institute and diligently pursue the appropriate legal remedies to have such levy, attachment or charging order discharged, and such levy, attachment or charging order is not discharged within thirty (30) days from the date of such levy or attachment;
(ii) an event of Bankruptcy with respect to a Member;
(iii) the death of a Member who is an individual or the dissolution of a Member which is an entity;
(iv) the incapacitation of a Member;
(v) any attempted transfer of Units by the Transferring Member in violation of this Agreement; and
(vi) the default of the Transferring Member for which the remedy described in Section 3.9(a)(v) has been elected by the Company.
(c) The “Purchase Price” shall be determined as follows:
(i) The Established Value (as hereafter defined) of the Company shall be multiplied by the Capital Ratio represented by the Units to be purchased as of the date of the Purchase Event to determine the Purchase Price, except as provided in Section 7.4(c)(iv) below.
(ii) The “Established Value” of the Company shall mean the value of the Company determined in accordance with Section 7.4(c)(iii) or the net book value of the Company computed for federal income tax purposes (the “Net Value”). The Net Value shall be determined by the Company’s independent certified public accountant whose determination shall be final and binding, absent manifest error. If the Transferring Member does not elect in writing delivered to the Company within ten (10) days after the Company exercises its option to purchase the Units of the Transferring Member to determine the Established Value of the Company in accordance with Section 7.4(c)(iii), the Established Value shall be the Net Value with the following adjustments:
(A) All accounts payable shall be taken at face value, less discounts deductible therefrom, and shall be deducted as a liability;
(B) The accounts receivable of the Company shall be excluded;
(C) There shall be no allowance of any kind for goodwill;
(D) Notwithstanding the method of depreciation or cost recovery used by the Company for income tax or other purposes, depreciation and cost recovery allowances shall be computed on a straight-line method and any items of property still in service shall be valued at not less than twenty percent (20%) of their original cost;
(E) Real property owned by the Company shall be valued at its fair market value determined by a Member Appraisal Institute (MAI) appraiser selected by the Company’s independent certified public accountant;
(F) Liabilities of the Company, excluding accounts payable, shall be deducted at face value from the book value of the assets;
(G) Death proceeds of insurance on the life of a Member shall not be included in book value;
(H) Any accrued contributions to a qualified retirement plan shall be deducted as a liability;
(I) Capital leases shall be deemed the ownership of the property subject to the lease encumbered by a liability;
(J) Unpaid and accrued federal, state, city and municipal taxes, including but not limited to sales, payroll, unemployment insurance, excise, franchise and income, shall be deducted as a liability;
(K) Supplies shall be valued at one-half (1/2) of the total cost of all supplies for the twelve (12) month period ending on the valuation date;
(L) Marketable securities shall be valued at the lower of cost basis or Fair Market Value; and
(M) The attorneys’ and accountants’ fees incurred by the Company in connection with the redemption of Units of the Transferring Member, including, without limitation, the determination of the Purchase Price, the preparation of documents relating to the purchase and conferences and negotiations shall be deducted as a liability.
(iii) The Transferring Member may request that an appraisal of the Company’s assets be performed to determine the Established Value and the Purchase Price which shall be determined by a qualified appraiser appointed by the Company. The qualified appraiser may appoint other appraisers to assist in the determination of the Purchase Price; if any real property is owned by the Company, the real property shall be valued by an MAI appraiser. Each appraiser shall be certified in business valuations by the American Institute of Certified Public Accountants. The appraisal shall be conducted in accordance with the valuation methodology set forth by the Internal Revenue Service in Revenue Ruling 59-60. No adjustment shall be made to the value of the Units for any discount or premium resulting from a minority interest, lack of marketability, a majority interest or any other factor. The cost of the appraisal and the amounts described in Section 7.4(c)(ii)(M) shall be borne by the Transferring Member.
(iv) The Purchase Price for a Purchase Event described in Section 7.4(b)(v) or Section 7.4(b)(vi) shall equal seventy-five percent (75%) of the amount determined in accordance with Section 7.4(c)(ii) or Section 7.4(c)(iii). Each Member agrees that the provisions of this Section 7.4(c)(iv) are not a penalty but intended to compensate the other Members and the Company for damages caused by the occurrence of the Purchase Events described in the preceding sentence.
(v) The Purchase Price shall be determined as of the time the Company exercises its option to purchase the Units of the Transferring Member.
(d) Upon the occurrence of a Purchase Event and the Company’s exercise of its option to purchase the Units of the Transferring Member, the amount of any loans made to the Company by the Transferring Member shall be deemed satisfied and the principal and accrued interest thereof shall be added to the Purchase Price. Upon the exercise of said option, any demand loans owed by the Transferring Member shall not be made due and payable except in accordance with the preceding sentence.
(e) With respect to any purchase of Units under this Section 7.4, closing shall occur within thirty (30) days following the establishment of the Purchase Price. The Purchase Price shall be paid as follows:
(i) There shall be credited against the Purchase Price the amount of any indebtedness owed to the Company by the Transferring Member. The balance of the Purchase Price shall be paid in accordance with the remaining provisions of this Section 7.4(e).
(ii) If the Purchase Price does not exceed one thousand dollars ($1,000.00), as adjusted in Section 7.4(e)(i), it shall be paid in cash at closing. Otherwise, the Company, in its discretion may elect to pay the Purchase Price in cash at closing in full satisfaction of its obligations under this Section 7.4, or pay twenty percent (20%) of the Purchase Price in cash at the closing and the remainder of the Purchase Price in four (4) consecutive equal annual installments with interest at the applicable federal rate defined in the Code beginning one (1) year after the closing.
(f) Section 608.4237, Fla. Stat. shall not apply to the occurrences listed therein as the Members have elected to be governed by this Section 7.4.
Section 6.5. Transfer Implementation. Upon the exercise of the option of the Company to purchase the Units of the Transferring Member, the Transferring Member shall cease to have any rights to the income or loss of the Company, Distributions or the right to vote. Upon the exercise of such option, the Units of the Transferring Member shall be deemed redeemed and the Transferring Member shall possess only an appraisal right, as defined in this Agreement, with respect to such Units. The Units of the Transferring Member shall be transferred and conveyed by an assignment and such other instruments as may be required to transfer title to the Transferring Member’s Units as determined in the discretion of the Company. The assignment of the Units to be delivered by the Transferring Member at closing shall contain warranties that the Transferring Member has good title to the assigned Units and the assigned Units are not subject to any pledge, lien or other security interest. Each officer of the Company is hereby authorized to transfer the Units of a Transferring Member for which such Transferring Member has failed or refused to execute assignments or other instruments of transfer in accordance with this Agreement.
Section 6.6. No Release of Liability. Any Member whose interest in the Company is sold pursuant to Article VII is not relieved thereby of any liability he or she may owe the Company.
Section 6.7. Continuation of Company. The death, withdrawal, resignation, retirement, expulsion, insanity, Bankruptcy or dissolution of a Member, or any event described in this Agreement pursuant to which a Person ceases to be a Member of the Company, shall not cause the dissolution of the Company and the remaining Members shall continue the operation of the business of the Company.
Section 6.8. Offer to Purchase Units. At any time during the term of this Agreement, a Member (the “Offering Member”) may make an offer to purchase the Units of the other Member (the “Offeree Member”) by delivering a written notice to the Offeree Member which contains the purchase price and the terms of payment. Within thirty (30) days after the receipt of the offer from the Offering Member, the Offeree Member shall, by written notice to the Offering Member delivered within said thirty (30) day period:
(a) accept the offer of the Offering Member; or
(b) agree to purchase the Membership Interest of the Offering Member at the price and upon the terms contained in the offer of the Offering Member.
The failure of the Offeree Member to deliver written notice to the Offering Member within said thirty (30) day period specifying a choice between the alternatives of Section 7.8(a) and Section 7.8(b) shall be deemed an election to the alternative contained in Section 7.8(a). The closing of the purchase and sale of the Units to be transferred pursuant to this Section 7.8 shall occur within forty-five (45) days after the expiration of said thirty (30) day period. Upon tender of the purchase price and fulfillment of any other conditions to the closing of the sale of such Units, such Units of the selling Member shall be deemed transferred without any further action on the part of the selling Member and the purchasing Member may transfer said Units on the books of the Company. No offer delivered pursuant to this Section 7.8 shall be deemed equivocal, vague, ambiguous or incomplete because it fails to specify terms other than the purchase price method of payment. Any terms which cannot be agreed by the Members shall be determined by the Company’s independent accountant. The purchase of any Units pursuant to this Section 7.8 shall be secured by a pledge of the Company’s assets, subject to the rights of any superior creditor, and shall be guarantied by the Company if it is not the purchasing party or by the non-selling Member if the Company is the purchasing party. A purchasing Member may assign his or her rights to purchase the selling Member’s Membership Interest to the Company.
ARTICLE VII: BOOKS, RECORDS, AND REPORTING
Section 7.1. ­Books and Records. The Board shall maintain at the Company’s principal place of business the following books and records:
(a) a current list of full name and last known business or residence address of each Member and Manager set forth in alphabetical order, together with the Capital Contribution and Units of each Member;
(b) a copy of the Articles and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto were executed;
(c) a copy of all certificates of conversion, if any, relating to the Company;
(d) copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent tax years;
(e) a copy of this Agreement and any amendments hereto, together with the executed copies of any powers of attorney pursuant to which this Agreement or any amendments hereto were executed;
(f) copies of the Company’s financial statements, if any, for the six (6) most recent Fiscal Years;
(g) the books and records of the Company as they relate to its internal affairs for at least the current and past four (4) Fiscal Years; and
(h) true and correct copies of all relevant documents and records indicating the amount, cost and value of all of the property and assets of the Company.
Section 7.2. Accounting Methods. The books and records of the Company shall be maintained in accordance with the accounting methods utilized for federal income tax purposes.
Section 7.3. Reports. The Board shall cause to be prepared and filed in a timely manner all reports and documents required by any governmental agency. The Board shall cause to be prepared at least annually all information concerning the Company’s operations that is required by the Members for the preparation of their federal and state tax returns. The Board shall send to each Member within ninety (90) days (or at such time as recommended by the Company’s independent certified public accountant) after the conclusion of the tax year:
(a) all information concerning the Company’s operations necessary to the preparation of the Member’s individual federal and state income tax or information returns;
(b) a copy of the Company’s federal, state, and local income tax or information returns for the tax year; and
(c) an annual report containing a balance sheet as of the end of the Fiscal Year as well as an income statement and statement of changes in financial position, accompanied by the report thereon, if any, of the independent certified public accountant engaged by the Company, or, if there is no report, a signed certificate from the Board that the financial statements were prepared from the unaudited books and records of the Company.
Section 7.4. Inspection Rights. For purposes reasonably related to their interests in the Company, all Members shall have the right to inspect and copy the books and records of the Company during normal business hours, upon reasonable request. The Board shall provide Members with copies of all Company records and documents to which Members are entitled
Section 7.5. Bank Accounts. The Board shall maintain all of the funds of the Company in a bank account or accounts in the name of the Company, at a depository institution or institutions to be determined by the Board. The Board shall not permit the funds of the Company to be commingled in any manner with the funds or accounts of any other Person.
ARTICLE VIII: DISSOLUTION, LIQUIDATION, AND WINDING UP
Section 8.1. Conditions Under Which Dissolution Shall Occur. The Company shall dissolve and its affairs shall be wound up upon the happening of the first to occur of the following:
(a) upon the vote or prior written consent of holders of a majority of the entire number of Units issued and outstanding;
(b) upon the entry of a decree of judicial dissolution; or
(c) upon the happening of any event specified in the Articles as causing or requiring dissolution.
Section 8.2. Winding Up and Dissolution. If the Company is dissolved, the Board shall wind up its affairs, including the sale or distribution of all of the Company’s assets and the provision of written notification to all of the Company’s creditors of the commencement of dissolution proceedings.
Section 8.3. Liquidating Distributions. Upon dissolution of the Company, the liquidation proceeds shall be applied as follows:
(a) first, to the payment of the expenses of the liquidation;
(b) second, to the discharge of all of the Company’s debts and liabilities owing to creditors other than Members;
(c) third, to the creation of such reserves as the Board may reasonably determine to be necessary for any contingent liabilities or obligations of the Company (the balance of such reserves, if any, will be distributed as provided below);
(d) fourth, to the payment and discharge, in order of priority, and, thereafter, prorated, of all of the Company’s debts and liabilities owing to Members; and
(e) fifth, to the Members in proportion to their Positive Capital Account balances (after adjusting Capital accounts for gain or loss realized upon liquidation or adjusted in accordance with Section 6.2).
Section 8.4. Members’ Receipt of Payment. Except as otherwise provided in this Agreement or by the Act, the Members are entitled to payment of liquidation proceeds only from the Company and are not entitled to recover liquidation proceeds from any individual Member or Manager.
Section 8.5. Documents to be Filed. Upon the dissolution of the Company, the Board shall file articles of dissolution with the Secretary of State.
ARTICLE IX: INDEMNIFICATION
Section 9.1. Exculpation and Indemnification.
(a) The Members, Managers and any officer, employee or agent of the Company (collectively, the “Covered Persons”) shall not, to the fullest extent permitted by law, be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 10.1 by the Company shall be provided out of and to the extent of Company assets only, and the Covered Person shall not have personal liability on account thereof.
(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 10.1.
(d) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.
(e) The foregoing provisions of this Section 10.1 shall survive any termination of this Agreement.
ARTICLE XI: RESTRICTIVE COVENANTS
Section 11.1 Confidential Information. Members shall have access to certain confidential information of the Company and such information constitutes valuable, special and unique property of the Company. Each Member shall not, at any time during or after termination of this Agreement, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or corporation, in any manner whatsoever, any information of any kind, nature or description concerning any matters affecting or relating to the business of the Company, including, without limiting the foregoing, the names of clients, the prices which the Corporation pays for goods or services or at which it provides services or sells products or goods, the Company’s manner of operation or any plans or processes, without regard to whether any or all of the foregoing would be deemed confidential information or trade secrets under applicable law.
Section 11.2 Covenant Not to Compete. Each Member covenants and agrees that during the term of this Agreement and for a period of two (2) years following the closing of a Purchase Event, a Member whose Units have been redeemed shall not, either alone or with a combination of others, undertake any business activity competitive with the business of the Company, nor directly or indirectly, own, operate, manage, join, control, participate in the ownership, management, operation and/or control of, or be paid or employed by, or otherwise become associated with and provide assistance to, as an employee, agent, advisor, independent contractor, officer, director, shareholder, owner or otherwise, any business or activity which is, directly or indirectly, in competition with the business of the Company and located within the United States of America.
Section 11.3 Covenant Not to Solicit Clients. For a period of two (2) years following the closing of a Purchase Event, each Member whose Units have been redeemed shall not, for himself or herself, or on behalf of any other person, firm, partnership, corporation or company, whether or not such Member has any part or involvement with the foregoing, call upon any client of the Company for the purpose of soliciting, selling, renting or other business promotion to any of said clients, products or services similar to the products and services sold by the Company; nor will such Member, in any way, directly or indirectly, for himself or herself, or on behalf of, or in conjunction with any other person, firm, partnership, corporation or company, solicit, divert, accept the patronage of or take away any such client of the Company during the one-year term following the closing of a Purchase Event; nor will such Member, directly or indirectly, for himself or herself, or on behalf of, or in conjunction with any other person, firm, partnership, corporation or company, induce or attempt to induce, any client to sever or otherwise alter his or her relationship with the Company for the two-year term following the closing of a Purchase Event.
Section 11.4 Covenant Not to Solicit Employees. For a period of two (2) years following the closing of a Purchase Event, a Member whose Units have been redeemed shall not, for himself or herself, or on behalf of any other person, firm, partnership, corporation or company, whether or not such Member has any part or involvement with the foregoing, hire, retain the services of any agents or employees of the Company for any purpose, induce or attempt to induce, any agent, employee or representative of the Company to sever or otherwise alter his or her relationship with the Company.
Section 11.5 Continuing Effect. Each Member agrees that the provisions of this Article XI are a material inducement for the Company to enter into this Agreement with the Members and that the foregoing provisions are reasonable and necessary for the protection of the Company. The provisions of this Article XI shall survive each Member’s relationship with the Company. Each of the restrictive covenants contained in this Article XI is a separate, distinct and severable obligation. In the event any of such covenants shall be held invalid or unenforceable by a court of competent jurisdiction, the others shall not be affected thereby. The provisions of this Article XI shall be applicable and enforceable regardless of any claim made by a Member with respect to the inducement, making, breach or termination of a Member’s interest in the Company. The restrictive covenants contained in this Article XI shall be extended for any length of time that a Member is in violation with any provision of this Article XI. The Company may withhold any amount payable to a Member pursuant to Section 7.4(e) during any time that the Company forms a good faith belief that a Member is in violation of any of the provisions of this Article XI. The withholding of such payment shall not be a breach of this Agreement even if it is later determined by a court of competent jurisdiction that the Member was not in violation of any of the provisions of this Article XI.
Section 11.6 Injunctive Relief. The limitations set forth in this Article XI are reasonable and necessary for the protection of the goodwill of the business of the Company. A violation of any of the provisions contained in this Article XI may cause irreparable damage to the Company, the exact amount of which may be impossible to ascertain, and that for such reason, among others, the Company shall be entitled to injunctive relief to restrain any further violation of this Article XI. Such right to injunctive relief shall be in addition to, and not in limitation of, any other rights and remedies the Company may have against a Member who violates the provisions of this Article XI, including, but not limited to, recovery of damages. The terms and conditions of this Article XI shall survive termination of this Agreement.
ARTICLE XII. MISCELLANEOUS PROVISIONS
Section 12.1 Assurances. Each Member shall execute all documents and certificates and perform all acts deemed appropriate by the Board or required by this Agreement or the Act in connection with the formation and operation of the Company and the acquisition, holding or operation of any property by the Company.
Section 12.2 Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of the agreement among the Members with respect to the matters discussed herein and therein and they supersede all prior written or oral statements among the Members, including any prior statement, warranty or representation.
Section 12.3 Section Headings. The section headings which appear throughout this Agreement are provided for convenience only and are not intended to define or limit the scope of this Agreement or the intent or subject matter of its provisions. The reference to a section of this Agreement shall include any subdivision of the text of this Agreement.
Section 12.4 Binding Effect. Subject to the provisions of this Agreement relating to the transferability of Units, this Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and assigns.
Section 12.5 Interpretation. All pronouns and common nouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the context may require. In the event that any claim is made by any Member relating to the drafting and interpretation of this Agreement, no presumption, inference or burden of proof or persuasion shall be created or implied solely by virtue of the fact that this Agreement was drafted by or at the behest of a particular Member or his or her counsel.
Section 12.6 Jurisdiction and Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida. The Members acknowledge that the legal representation a substantial portion of negotiation, anticipated performance and shall occur in Brevard County, Florida, and that, therefore, each Member irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of record of the State of Florida in Brevard County; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding and expressly waives removal to a federal court; (c) waives any objection which he or she may have to the laying of venue or any such suit, action or proceeding in any of such courts; (d) waives the right to bring any such suit, action or proceeding in any other forum; and (e) agrees that service of any court paper may be effected on such party by mail as provided in this Agreement, or in such other manner as may be provided under applicable law or court rules.
Section 12.7 Specific Performance. The Members acknowledge and agree that irreparable injury shall result from a breach of this Agreement and that money damages will not adequately compensate the injured party. Accordingly, in the event of a breach or a threatened breach of this Agreement, any party who may be injured shall be entitled, in addition to any other remedy which may be available, to injunctive relief to prevent or to correct the breach.
Section 12.8 Remedies Cumulative. The remedies described in this Agreement are cumulative and shall not eliminate any other remedy to which a Person may be lawfully entitled.
Section 12.9 Notices. Any notice or other writing to be served upon the Company or any Member thereof in connection with this Agreement shall be in writing and shall be deemed completed when delivered to the address maintained in the Company’s records, if to a Member, and to the registered agent, if to the Company. Any Member shall have the right to change the address at which notices shall be served upon ten (10) days’ written notice to the Company and the other Members.
Section 12.10 Amendments. Any amendments to this Agreement or the Articles must be in writing and signed by those Members required by this Agreement. Any such amendment shall be adopted by holders of a majority of Units entitled to vote, but no amendment effectuated without the unanimous vote of the entire number of Units may change the voting rights of Units, share of profits and losses of a Unit, entitlement to or computation of Distributions, the rights of any Member upon dissolution, or the obligation of a Member to make Capital Contributions with respect to Units already issued.
Section 12.11 Severability. Each provision of this Agreement is severable from the other provisions. If, for any reason, any provision of this Agreement is declared invalid or contrary to existing law, the inoperability of that provision shall have no effect on the remaining provisions of the Agreement which shall continue in full force and effect.
Section 12.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall, when taken together, constitute a single document. A signed copy of this Agreement transmitted by facsimile or electronic mail shall be deemed an original for all purposes of this Agreement.
Section 12.13. Survival of Obligations. The obligations to be performed by the Company and the Members pursuant to this Agreement which by their terms must be performed after the termination of this Agreement or after the termination of a Member’s interest in the Company shall survive any such termination.
Section 12.15 Supervening Law. In the event the Company, acting upon the advice of counsel, reasonably determines that: (a) the Company or a Member shall be subject to criminal or civil sanctions as a result of this Agreement, or (b) any aspect of the operation of this Agreement violates, or with the passage of time, is likely to violate any law, rule or regulation applicable to the Company or the Members, then the Company and the Members agree to modify this Agreement to the extent necessary to prevent the occurrence of any event described in this Section 12.15. If this Agreement cannot be so modified, the Company shall be dissolved.
Section 12.16 Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to pre-trial and post-trial proceedings), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. This Section 12.16 shall apply to an action for declaratory relief without regard to the instituting party if the party instituting it asserts specific allegations concerning this Agreement which are ruled upon by the court and shall include all expenses incurred in any judicial, bankruptcy, reorganization, administration, receivership or other proceeding affecting creditors’ rights involving a claim under this Agreement, even if such proceedings arise before or after entry of a final judgment.
Section 12.17 Waiver of Trial by Jury. EACH MEMBER AND THE COMPANY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTION IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH MEMBER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 12.17 ARE A MATERIAL CONSIDERATION IN EXECUTING AND DELIVERING THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS IT CONTEMPLATES.
IN WITNESS WHEREOF, all of the Members of Clovis ai LLC, a South Carolina limited liability company, have executed or caused to be executed this Agreement.

Clovis ai LLC

By:

Exhibit B
CLOVIS AI LLC
OPERATING AGREEMENT
COUNTERPART SIGNATURE PAGE

By signing below, the undersigned hereby agrees to be a member of CLOVIS AI LLC, and to be bound by the terms and conditions of its Operating Agreement dated ___________________ as it may be amended from time to time.
IN WITNESS WHEREOF, the undersigned has executed this Signature Page as of the date and year indicated below.
Date of Execution: ______________________________, 20___.
_____________________________________
Printed or Typed Name of Member
By __________________________________ Signature
_____________________________________
Officer Title if Member is an Entity
_____________________________________
Address
_____________________________________
City, State & Zip Code
WITNESSES to signature on this page: Signature: ______________________________
Printed Name: __________________________
Signature: ______________________________
–OR– Printed Name: __________________________
Notary Public, State of ________________
Printed Name: __________________________
Notarial ID No: _________________________
My Commission Expires: _________________ [Seal]

Exhibit C
Subscription Agreement
Clovis ai LLC
124 Lake Grove Road,
Simpsonville, SC 29690

Gentlemen:
You have informed the undersigned (the “Purchaser”) that Clovis ai, a South Carolina corporation, (the “Partnership”) wishes to raise a minimum of One Hundred Twenty Five Thousand Dollars ($125,000) and a maximum of One Million Dollars ($1,000,000) from various persons by selling up to 1,000,000 Partnership Units of ownership, $0.001 par value (the “Units”), at a price of One Dollar ($1.00) per Unit.
I have received, read, and understand the Limited Offering Memorandum dated June 30, 2022 (the “Memorandum”). I further understand that my rights and responsibilities as a Purchaser will be governed by the terms and conditions of this Subscription Agreement, the Memorandum and the Limited Partnership Agreement of Clovis ai LLC. I understand that you will rely on the following information to confirm that I am an “Accredited Investor”, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that I am qualified to be a Purchaser.
This Subscription Agreement is one of a number of such subscriptions for Units. By signing this Subscription Agreement, I offer to purchase and subscribe from the Partnership the number of Units set forth below on the terms specified herein. The Partnership reserves the right, in its complete discretion, to reject any subscription offer or to reduce the number of Units allotted to me. If this offer is accepted, the Partnership will execute a copy of this Subscription Agreement and return it to me. I understand that commencing on the date of this Memorandum all funds received by the Partnership in full payment of subscriptions for Units will be deposited in an Investment Holding Account. The Partnership has set a minimum offering proceeds figure of $125,000 for this Offering. The Partnership has established an Investment Holding Account with Chase, into which the minimum offering proceeds will be placed. At least 125,000 Units must be sold for $125,000 before such proceeds will be released from the holding account and utilized by the Partnership. After the minimum number of Units are sold, all proceeds from the sale of Units will be delivered directly to the Partnership and be available for its use.
  1. Accredited Investor. I am an Accredited Investor because I qualify within one of the following categories:

Please Check The Appropriate Category

_____ $1,000,000 Net Worth.

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 excluding the value of the primary residence of such natural person.

______________

Purchaser’s Initials

_____ $200,000/$300,000 Income.

A natural person who had an individual income in excess of $200,000 (including contributions to qualified employee benefit plans) or joint income with such person’s spouse in excess of $300,000 per year in each of the two most recent years and who reasonably expects to attain the same individual or joint levels of income (including such contributions) in the current year.

_____ Director or Officer of Issuer.

Any director or executive officer of the Partnership

_____ All Equity Owners In Entity Are Accredited.

An entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the equity owners are Accredited Investors as defined herein.

_____ Corporation.

A corporation not formed for the specific purpose of acquiring the Member Units offered, with total assets in excess of $5,000,000.

_____ Other Accredited Investor.

Any natural person or entity which qualifies as an Accredited Investor pursuant to Rule 501(a) of Regulation D promulgated under the Act; specify basis for qualification:

________________________________________________________________________

_________________________________________________________________________

  1. Representations and Warranties. I represent and warrant to the Partnership that:

(A) I (i) have adequate means of providing for my current needs and possible contingencies and I have no need for liquidity of my investment in the Units, (ii) can bear the economic risk of losing the entire amount of my investment in Units, and (iii) have such knowledge and experience that I am capable of evaluating the relative risks and merits of this investment; (iv) the purchase of Units is consistent, in both nature and amount, with my overall investment program and financial condition.

(B) The address set forth below is my true and correct residence, and I have no intention of becoming a resident of any other state or jurisdiction.

(C) I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated under the Securities Act) because I am a sophisticated, experienced investor, capable of determining and understanding the risks and merits of this investment.

______________

Purchaser’s Initials

(D) I have received and read, and am familiar with the Offering Documents, including the Memorandum, Subscription Agreement, and Limited Partnership Agreement of the Partnership. All documents, records and books pertaining to the Partnership and the Units requested by me, including all pertinent records of the Partnership, financial and otherwise, have been made available or delivered to me.

(E) I have had the opportunity to ask questions of and receive answers from the Partnership’s officers and representatives concerning the Partnership’s affairs generally and the terms and conditions of my proposed investment in the Units.

(F) I understand the risks implicit in the business of the Partnership. Among other things, I understand that there can be no assurance that the Partnership will be successful in obtaining the funds necessary for its success. If only a fraction of the maximum amount of the Offering is raised, the Partnership may not be able to expand as rapidly as anticipated, and proceeds from this Offering may not be sufficient for the Partnership’s long term needs.

(G) Other than as set forth in the Memorandum, no person or entity has made any representation or warranty whatsoever with respect to any matter or thing concerning the Partnership and this Offering, and I am purchasing the Units based solely upon my own investigation and evaluation.

  • I understand that no Units have been registered under the Securities Act, nor have they been registered pursuant to the provisions of the securities or other laws of applicable jurisdictions.

(I) The Units for which I subscribe are being acquired solely for my own account, for investment and are not being purchased with a view to or for their resale or distribution. In order to induce the Partnership to sell Units to me, the Partnership will have no obligation to recognize the ownership, beneficial or otherwise, of the Units by anyone but me.

(J) I am aware of the following:

(i)The Units are a speculative investment which involves a high degree of risk; and

(ii) My investment in the Units is not readily transferable; it may not be possible for me to liquidate my investment.

(iii) The financial statements of the Partnership have merely been compiled, and have not been reviewed or audited.

(iv)There are substantial restrictions on the transferability of the Units registered under the Securities Act; and

______________

Purchaser’s Initials

(v) No federal or state agency has made any finding or determination as to the fairness of the Units for public investment nor any recommendation or endorsement of the Units;

(K) Except as set forth in the Memorandum, none of the following information has ever been represented, guaranteed, or warranted to me expressly or by implication, by any broker, the Partnership, or agents or employees of the foregoing, or by any other person:

(i) The appropriate or exact length of time that I will be required to hold the Units;

(ii) The percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as a result of an investment in the Units; or

(iii) That the past performance or experience of the Partnership, or associates, agents, affiliates, or employees of the Partnership or any other person, will in any way indicate or predict economic results in connection with the purchase of Units;

(iv)The amount of dividends or distributions that the Partnership will make;

(L) I have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have made no copies of the Memorandum; and

(M) I hereby agree to indemnify and hold harmless the Partnership, its managers, directors, and representatives from and against any and all liability, damage, cost or expense, including reasonable attorneys fees, incurred on account of or arising out of:

(i) Any inaccuracy in the declarations, representations, and warranties set forth above;

(ii) The disposition of any of the Units by me which is contrary to the foregoing declarations, representations, and warranties; and

(iii) Any action, suit or proceeding based upon (1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Partnership; or (2) the disposition of any of the Units.

(N) By entering into this Subscription Agreement, I acknowledge that the Partnership is relying on the truth and accuracy of my representations.

The foregoing representation and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the delivery of the funds to the Partnership and shall survive such delivery. If, in any respect, such representations and warranties are not true and accurate prior to delivery of the funds, I will give written notice of the fact to the Partnership, specifying which representations and warranties are not true and accurate and the reasons therefor.

______________

Purchaser’s Initials

  1. Transferability. I understand that I may sell or otherwise transfer my Units only if registered under the Securities Act or I provide the Partnership with an opinion of counsel acceptable to the Partnership to the effect that such sale or other transfer may be made in absence of registration under the Securities Act. I have no right to cause the Partnership to register the Units. Any certificates or other documents representing my Units will contain a restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Units.
  1. Indemnification. I understand the meaning and legal consequences of the representations and warranties contained in Paragraph 2 hereof, and I will indemnify and hold harmless the Partnership, its officers, directors, and representatives involved in the offer or sale of the Units to me, as well as each of the managers and representatives, employees and agents and other controlling persons of each of them, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of mine contained in this Subscription Agreement.
  1. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me hereunder and this Subscription Agreement shall survive my death or disability.
  1. Termination of Agreement. If this subscription is rejected by the Partnership, then this Subscription Agreement shall be null and void and of no further force and effect, no party shall have any rights against any other party hereunder, and the Partnership shall promptly return to me the funds delivered with this Subscription Agreement.
  1. Miscellaneous.

(a) This Subscription Agreement shall be governed by and construed in accordance with the substantive law of the State of South Carolina.

(b) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in writing and executed by all parties.

(c) By Purchasing the Units in Clovis ai LLC I hereby agree to the terms and provisions of the Limited Partnership Agreement of the company – as included in this Memorandum as Exhibit B. I have hereby read and understand the Limited Partnership Agreement and understand how an LP functions as a corporate entity.

  1. Ownership Information. Please print here the total number of Units to be purchased, and the exact name(s) in which the Units will be registered.

Total Units:_________________

Name(s):_____________________________________________________________

_____ Single Person

_____ Husband and Wife, as community property

_____ Joint Tenants (with right of survivorship)

_____ Tenants in Common

_____ A Married Person as separate property

_____ Corporation or other organization

______________

Purchaser’s Initials

_____ A Partnership

_____ Trust

_____ IRA

_____ Tax-Qualified Retirement Plan

(i) Trustee(s)/ Custodian_________________________________________

(ii) Trust Date_________________________________________________

(iii) Name of Trust_____________________________________________

(iv) For the Benefit of___________________________________________

_____ Other:________________________________________________________

(please explain)

Social Security or Tax I.D.#:____________________________________________

Residence Address:

_____________________________________________________________________

Street Address

_____________________________________________________________________

City State Zip

Mailing Address: (Complete only if different from residence)

_____________________________________________________________________

Street Address (If P.O.Box, include address for surface delivery if different than

residence)

_____________________________________________________________________

City State Zip

Phone Numbers

Home: (_______)_____________________

Business: (_______)___________________

Facsimile: (_______)___________________

______________

Purchaser’s Initials

  1. Date and Signatures. Dated ______________________________,

Signatures Purchaser Name (Print)

____________________________ ____________________________

___________________________ ____________________________

(Each co-owner or joint owner must sign – Names must be signed exactly as listed under “Purchaser Name”)

ACCEPTED:

Mack Bryson CEO

By:________________________________ Dated:______________________,

Managing Director

______________

Purchaser’s Initials

Exhibit D
Confidential Investor Suitability Questionnaire

To: Prospective purchasers of LP Partnership Units offered by Clovis ai (the “Partnership”).

The Purpose of this Questionnaire is to solicit certain information regarding your financial status to determine whether you are an “Accredited Investor,” as defined under applicable federal and state securities laws, and otherwise meet the suitability criteria established by the Partnership for purchasing Units. This questionnaire is not an offer to sell securities.

Your answers will be kept as confidential as possible. You agree, however, that this Questionnaire may be shown to such persons as the Partnership deems appropriate to determine your eligibility as an Accredited Investor or to ascertain your general suitability for investing in the Units.

Please answer all questions completely and execute the signature page

  1. Personal
  1. Name:___________________________________________________
  1. Address of Principal Residence:_________________________________

___________________________________________ County:__________

  1. Residence Telephone: (______)_____________________
  1. Where are you registered to vote?________________________________
  1. Your driver’s license is issued by the following state:_________________
  1. Other Residences or Contacts: Please identify any other state where you own a residence, are registered to vote, pay income taxes, hold a driver’s license or have any other contacts, and describe your connection with such state:

___________________________________________________________

___________________________________________________________

  1. Please send all correspondence to:

(1)_____ Residence Address (as set forth in item A-2)

(2)_____ Business Address (as set forth in item B-1)

  1. Date of Birth:_________________________________________________
  1. Citizenship:___________________________________________________
  1. Social Security or Tax I.D. #:_____________________________________
  1. Occupations and Income
  1. Occupation:____________________________________________

(a) Business Address:_________________________________

__________________________________________________

(b) Business Telephone Number: (______)_________________

  1. Gross income during each of the last two years exceeded:

(1)_____$25,000 (2)_____$50,000

(3)_____$100,000 (4)_____$200,000

  1. Joint gross income with spouse during each of the last two years exceeded $300,000

(1)_____Yes (2)_____No

  1. Estimated gross income during current year exceeds:

(1)_____$25,000 (2)_____$50,000

(3)_____$100,000 (4)_____$200,000

  1. Estimated joint gross income with spouse during current year exceeds $300,000

(1)_____Yes (2)_____No

  1. Net Worth
  1. Current net worth or joint net worth with spouse (note that “net worth” includes all of the assets owned by you and your spouse in excess of total liabilities, excluding the value of your primary residence.)

(1)_____$50,000-$100,000 (2)_____$100,000-$250,000 (3)_____$250,000-$500,000

(4)_____$500,000-$750,000 (5)_____$750,000-$1,000,000 (6)_____over $1,000,000

  1. Current value of liquid assets (cash, freely marketable securities, cash surrender value of life insurance policies, and other items easily convertible into cash) is sufficient to provide for current needs and possible personal contingencies:

(1)_____Yes (2)_____No

  1. Affiliation with the Partnership

Are you a director or executive officer of the Partnership?

(1)_____Yes (2)_____No

  1. Investment Percentage of Net Worth

If you expect to invest at least $150,000 in Units, does your total purchase price exceed 10% of your net worth at the time of sale, or joint net worth with your spouse.

(1)_____Yes (2)_____No

  1. Consistent Investment Strategy

Is this investment consistent with your overall investment strategy?

(1)_____Yes (2)_____No

  1. Prospective Investor’s Representations

The information contained in this Questionnaire is true and complete, and the undersigned understands that the Partnership and its counsel will rely on such information for the purpose of complying with all applicable securities laws as discussed above. The undersigned agrees to notify the Partnership promptly of any change in the foregoing information which may occur prior to any purchase by the undersigned of securities from the Partnership.

Prospective Investor:

__________________________________ Date:________________,

Accepted by Clovis ai Managing Member by Mack Bryson

__________________________________

Signature

Mack Bryson

Exhibit E
Financial Plan and Forecast

Financial Plan
Key Assumptions
The financial projections herein are believed to be reasonable and attainable within the projected 3-year period but are for illustrative purposes only. We are projecting sales growth by an average of 500 new remote patient monitoring accounts each month from various healthcare networks and medical practices throughout the United States. The 500 accounts are an average figure per month over the 36-month period, but we anticipate unpredictable swings in actual account volume on a month-to-month basis.
The projections assume a churn rate of 1% per month of total accounts, or an attrition rate of 12% per year. CLOVIS AI has implemented procedures to reduce churn, especially from non-compliance to vitals testing as the system sends missed measurement alerts for immediate support team or chronic care management follow-up. Patients who have difficulty adhering to measurement protocols can be issued wrist watches that monitor and report their vital signs automatically on a continual basis.

Direct Costs include payment for the suite of Bluetooth monitoring equipment and the Clovis cellular router for each new account, plus the recurring monthly nurse consulting fees (Angel Support) and data transmission costs for all active accounts.

Long term assets include the capitalized value of $1,350,000 from HME Technology’s contribution of research and development of the RPM router and system. The contribution by the Managing Director of an active contract in Georgia is valued at $900,000 in future receivables and has been amortized over three years in the Financing section along with net proceeds from the maximum Offering of $890,000.

Early cash flow will be reinvested into operations, marketing, and growth. Not shown in the projections
are the potential for Partnership distributions in years two and three on a pro rata basis to Unit Holders.
There is no federal Income tax liability shown since the Partnership is a flow-through entity for tax
purposes and gains and losses will be passed through to Units Holders via IRS Schedule K-1.

 


Use of funds

Funds raised in this Offering will primarily be used to purchase routers and monitoring equipment inventory to fulfil orders for our Remote Patient Monitoring (RPM) Program. Initial overhead is minimal as operations are currently overseen from a residence and no salaries are being paid or have accrued. Margins are sufficient to operate the Partnership at reduced levels with even the minimum Offering amount being raised.

The projections herein assume the maximum Offering amount of $1 million will be raised, thus dramatically increasing revenue growth and operational flexibility. The net proceeds from a maximum raise will be approximately $890,000 and will be purposed as follows:


 

Sources of Funds

Management of the Partnership has contributed intellectual property and active receivable contracts worth approximately $2.3 million and have personally funded initial start-up expenses to date without taking any compensation and will continue to do so until the minimum Offering amount is raised and escrow on the funding account is lifted.

This Offering will be presented to select medical professionals and a limited number of referrals for the opportunity to participate in the Partnership. Management fully expects the Offering to be fully subscribed to and funded prior to the end of the 180-day stated offering period.

Please refer to the accompanying Confidential Private Offering Memorandum for complete details and Offering documents.

Clovis AI LLC
FY2023-FY2025 Forecast
(July 1 through June 30)