II Summary of the Offering

The following material is intended to summarize information contained elsewhere in this Private 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.
A. 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 company 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.
B. LEGAL STRUCTURE AND TAX STATUS
CLOVIS AI LLC was formed in the state of South Carolina on May 2, 2022, 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.
C. PARTNERSHIP UNITS
The Partnership is authorized to issue up to 6,000,000 Units of Membership Interest. Upon the sale of the maximum number of 1,000,000 Units offered herein, the number of issued and
unissued Units will be as follows:

Issued to Managing Members 38.08%
Issued to Offering Purchasers 16.67%
Unissued Partnership Units 45.25%

D. 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.
E. OPERATION AND MANAGEMENT OF THE PARTNERSHIP
Please refer to Exhibit A: OPERATING AGREEMENT. Purchasers are required to sign and date the Counterpart Signature Page to the Operating Agreement included as Exhibit B.
F. THE OFFERING
CLOVIS AI is seeking an equity investment up to $1,000,000 to be used for inventory and operating capital. 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”
G. 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 the threat of world pandemic or war.
H. USE OF PROCEEDS
Proceeds from the sale of Units will be used to: 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.
See Section VI “USE OF PROCEEDS”
I. MINIMUM OFFERING – 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 SUBSCRIPTION FUNDS”
J. 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) 6-15-2023, or such date as may be extended from time to time by the Partnership, but not later than 180 days thereafter (the “Offering Period”).
K. PARTNERSHIP REGISTRAR
The Partnership will serve as its own registrar and transfer agent with respect to its Partnership Units.