Updated 3/15/2023

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

PIPILES LLC
an Ohio limited liability company (“The Fund”)

1,000 Membership Interest Units

Approximately 0.1% of Total Membership Interest per Unit

Pipiles LLC is offering to sell 1,000 of its membership interest units for $1,000.00 per unit (the
“Offering”). The membership interest units are being offered pursuant to the exemption from
registration under the Federal Securities Act of 1933 afforded by Rule 506(c) of Regulation D
and Regulation S of the Securities and Exchange Commission. Accordingly, Pipiles LLC may
offer this investment by any means of “general solicitation” without having a prior relationship
with you and others, so long as all of its investors in this offering adequately document and
verify for us that they are “accredited investors” and otherwise comply with the other
requirements of Rule 506(c).

THIS OFFERING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK

(See Risks of Investment, Notices, & Representations below)

Price to Investors Proceeds to Issuer1

Per Unit $1,000.00 $1,000.00
1,000 Total, Units $1,000,000.00* $1,000,000.00*
* Cash proceeds

Confidential
The following comprises confidential information regarding the offering of securities of Pipiles
LLC, an Ohio limited liability company. This document is intended only for accredited investors,
do not read further if that does not describe you. Please do not disseminate any of the
information provided herein or otherwise related to Pipiles LLC without the prior written consent
of Pipiles LLC.

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Before deducting expenses of the offering, payable by the Fund, as described in the section USE OF PROCEEDS
below.
 RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

Pipiles LLC (“the Fund”) reserves the right to reject any offer to purchase interests in The Fund,
in whole or in part, for any reason. The information provided related to the Fund, and the
Offering is not to be used, in whole or in part, for any other purpose. Any reproduction or
distribution of any information provided related to the Fund or its prospects, in whole or in part,
or the disclosure of any such information is prohibited without the prior written consent of the
Fund.

No representation or warranty, express or implied, is made by the Fund or its manager as to the
accuracy or completeness of the information provided herein, and nothing contained in the
information is, or shall be relied upon as, a promise or representation by the Fund or its
representatives as to the future.

In making an investment decision, prospective investors must rely on their own examination of
the Funds’ prospects and the terms of the Offering, including the merits and risks involved.
These securities have not been approved or disapproved by the Securities and Exchange
Commission, any federal, state, or foreign securities commission, or regulatory authority, nor has
any authority passed upon the accuracy or adequacy of this memorandum. Any representation to
the contrary is a criminal offense.

An investment in these securities is suitable only for investors who have sufficient knowledge
and experience in financial and business matters to evaluate the merits and risks of the
investment and who have the financial means to bear the economic risks of this investment.
Pipiles LLC is not offering securities through this memorandum or otherwise to any person who
does not provide information demonstrating that the person meets the suitability standards for an
investment in the securities. Pipiles LLC will not sell any securities to a person unless such
person confirms that they are familiar with this Offering and understand its terms, risks, and
merits before such person invests.

Certain projections of operations (the “projections”) prepared by the Fund are included in the
information attached. The projections were not prepared with a view toward public disclosure or
compliance with published guidelines of the SEC regarding projections or being reviewed by
independent accountants. Accordingly, no opinion or other form of assurance is expressed. In
addition, the projections were based on a number of assumptions and are further subject to
significant uncertainties and contingencies, many of which are beyond the Fund’s and its
manager’s control. There is no assurance that they will be realized. Actual results may vary
significantly from those set forth herein or in any projections hereinafter provided. The
distribution of the projections should not be relied upon in purchasing the securities offered

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hereby. In particular, this memorandum does not undertake to provide the detailed disclosures
required in connection with a registration of securities under the Securities Act. It is expected
that a person contemplating an investment in the proposed transaction will conduct an
independent investigation and analysis in the exercise of its own due diligence, and a decision to
invest should be based solely on such independent investigation and analysis.

Prospective investors will be required to make representations with respect to their net worth or
income and to represent, among other things, that they are familiar with and understand the terms
of this Offering and have all requisite authority to make such investment.

Prospective investors should not construe the contents of this memorandum as investment, tax,
legal, or accounting advice. This memorandum and the other documents delivered herewith, as
well as the nature of an investment in the securities offered hereby, should be reviewed by each
prospective investor and such investor’s investment, tax, legal, accounting, and other relevant
advisors.

These securities have not been registered under the Securities Act of 1933, as amended, or under
the securities laws of any state and are being offered and sold in reliance on exemptions from the
registration requirements of those laws. As a result, the securities are subject to restrictions on
the transfer thereof imposed by federal and state securities laws. In addition, there is no public
market for the membership interest, and none is expected to develop. The securities should
therefore be purchased only for purposes of long-term investment. The units are subject to
restriction on transferability and resale and may not be transferred or resold except as permitted
under said act and such laws pursuant to registration or exemption therefrom and except as
otherwise permitted in accordance with the Fund’s operating agreement.

This Offering involves certain substantial risks (see "risk factors"), and investors should consider
if they are able to bear the loss of their investment. Investors should be aware that they will be
required to bear the financial risks of their investment for an indefinite period of time. The
manager and affiliates will derive substantial benefits from this Offering and from the business
of the company (see "ownership interest of manager and management fees").

This memorandum does not make an offer to you and does not make an offer or solicitation in
any state or jurisdiction in which an offer or solicitation is not authorized. The distribution of
confidential information provided to potential investors related to the Fund and the offer or sale
of the securities may be restricted by law in certain jurisdictions. Persons into whose possess the
information related to this Offering or any of the securities must inform themselves about and
observe any such restrictions. Each prospective purchaser of the securities must comply with all
applicable laws and regulations in force in any jurisdiction in which it purchases, offers, or sells

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the securities or possesses or distributes any of the information related to the Fund and the
Offering and must obtain any consent, approval or permission required by it for the purchase,
offer or sale by it of the securities under the laws and regulations in force in any jurisdiction to
which it is subject or in which it makes such purchases, offers or sales, and the Fund shall not
have any responsibility therefore.

No person has been authorized to give any information or to make any representations other than
those contained in this memorandum or contained in a written statement furnished pursuant to
the undertaking set forth in the next paragraph, in connection with this Offering, and if given or
made, such information or representations must not be relied upon as having been authorized by
Pipiles LLC.

Neither the delivery of this memorandum nor any sales hereunder shall, under any circumstance,
create any implication that there has been no change in the information contained herein since
the respective dates at which such information is given herein or since the date hereof. The date
of this memorandum is March 15, 2023.

Any questions or requests for additional information should be directed to:

Kamehameha Capital LLC

171 Green Meadows Drive S.,

Lewis Center OH 43035

ALABAMA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities may be offered pursuant to a claim of exemption under the Alabama Securities
Act. A confidential offering memorandum 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 memorandum. Any
representation to the contrary is a criminal offense.

ARIZONA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities may be offered pursuant to an exemption from registration under the Securities
Act of Arizona. Neither the Arizona Corporation Commission nor the Director of Securities have

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reviewed or passed upon the accuracy or completeness of this memorandum or other selling
literature. Any representation to the contrary is a criminal offense.

CALIFORNIA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

The sale of the securities offered herein has not been qualified with the commissioner of
corporations of the state of California, and the issuance of these securities or the payment or
receipt of any part of the consideration therefore prior to such qualification is unlawful unless the
sale of units is exempt from qualification by section 25100, 25102 or 25105 of the California
Corporations Code. The rights of all parties to the operating agreement are expressly conditioned
upon such qualification being obtained unless the sale is so exempt.

CONNECTICUT SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

The securities offered herein have not been registered under section 36-485 of the Connecticut
Uniform Securities act (the “Connecticut Act”) and, therefore, cannot be resold unless they are
registered under the Connecticut act or unless an exemption from registration is available.

DELAWARE SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

If you are a Delaware resident, you are hereby advised that these securities may be 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.

FLORIDA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the Florida Securities Act in reliance upon
exemption provisions contained therein. The securities referred to herein may only be sold to,
and acquired by, the holder in a transaction exempt under the applicable provisions of said Act.
The securities 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

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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 Fund
or to any agent of the Fund (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 memorandum. 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, they must ask for written confirmation
that their request has been received.

GEORGIA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities may be issued or sold in reliance on the applicable exemptions contained in the
Georgia Securities Act of 1973, and may not be sold or transferred except in a transaction which
is exempt under such act or pursuant to an effective registration under such act.

ILLINOIS SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

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 memorandum. Any
representation to the contrary is unlawful.

INDIANA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the Indiana blue sky law and may only be offered
and sold in reliance upon the applicable exemptions therefrom. They cannot be resold or
transferred unless they are registered under the law or unless an exemption from registration is
available.

KENTUCKY SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

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These securities have not been approved or disapproved by the commissioner of the department
of financial institutions of Kentucky nor has the commissioner passed upon the accuracy or
adequacy of this memorandum. Any representation to the contrary is a criminal offense.

MARYLAND SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the Maryland Securities Act and may only be
offered and sold in reliance upon applicable exemptions contained in said act. They cannot be
resold or transferred unless they are registered under said act or unless an exemption from
registration is available.

MASSACHUSETTS SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the Securities Act of 1933, as amended, or the
Securities Act of this Commonwealth, by reason of specific exemptions thereunder. These
securities cannot be sold, transferred or otherwise disposed of to any person or entity unless
subsequently registered under the Securities Act of 1933, as amended, or the Securities Act of
this Commonwealth, if such registration is required, or unless an exemption from registration is
available. These securities have not been approved or disapproved by the securities division of
the commonwealth of Massachusetts nor has the securities division passed upon the accuracy or
adequacy of this memorandum. Any representation to the contrary is unlawful.

MICHIGAN SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the Michigan Securities Act and, if offered in
Michigan or to residents of Michigan, are being sold in reliance upon the applicable exemptions
contained in such act. These securities may not be resold or transferred unless they are registered
under the act or unless an exemption from registration is available.

MINNESOTA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the Minnesota blue sky law and may only be sold
to Minnesota residents in reliance upon the applicable exemptions therefrom. They cannot be

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resold or transferred unless they are registered under the law or unless an exemption from
registration is available.

MISSISSIPPI SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

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 registered with nor 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. Investors should be aware that they would be required to bear the financial risks of
this investment for an indefinite period of time.

MISSOURI SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the Missouri Securities Act, and if offered in
Missouri or to residents of Missouri, will be sold to, and acquired by, purchasers in reliance on
an applicable exemption therefrom. Unless the securities are registered, they may not be
reoffered for sale or resold in the state of Missouri, except as a security, or in a transaction,
exempt under such act.

NEW HAMPSHIRE SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the New Hampshire Securities Act, and if offered
in New Hampshire or to residents of New Hampshire, will only be sold to, and acquired by,
purchasers in reliance on an applicable exemption therefrom. Unless the securities are registered,
they may not be reoffered for sale or resold in the state of New Hampshire, except as a security,
or in a transaction, exempt under such act.

NEW JERSEY SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities have not been registered under the New Jersey uniform securities law, and if
offered in New Jersey or to residents of New Jersey, will only be sold to, and acquired by,
purchasers in reliance on the applicable exemptions therefrom. If you are a New Jersey resident

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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 bureau of
securities of the state of New Jersey. The bureau of securities of the state of New Jersey has not
passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful.

NEW YORK SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

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 securities offered herein and has made no
arrangements with brokers or others to trade or make a market in such securities. 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.

NEVADA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

If any investor accepts any offer to purchase the securities, the investor is hereby advised the
securities will only be sold to and acquired by them in a transaction exempt from registration
under the applicable provisions 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 this 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.

NORTH CAROLINA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

These securities may be offered pursuant to a claim of exemption under the North Carolina
Securities Act. The North Carolina securities administration neither recommends nor endorses
the purchase of any securities, nor has the administrator passed upon the accuracy or adequacy of
the information provided herein. Any representation to the contrary is a criminal offense.

NORTH DAKOTA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

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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
memorandum. Any representation to the contrary is a criminal offense.

PENNSYLVANIA SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

Each person who accepts an offer to purchase securities exempted from registration by the
applicable provisions of the Pennsylvania Securities Act, 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. 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.

TEXAS SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

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

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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.

WASHINGTON SUPPLEMENT TO THE ABOVE RISKS OF INVESTMENT, NOTICES, & REPRESENTATIONS

The administrator of securities has not reviewed the offering or this memorandum, and the
securities have not been registered in reliance upon applicable exemptions from the registration
requirements contained in the Securities Act of Washington, and therefore, cannot be resold
unless they are registered under the Securities Act of Washington, Chapter 21.20 rcw, or unless
an exemption from registration is available.

FOR RESIDENTS OF ALL OTHER UNITED STATES JURISDICTIONS

These securities have not been recommended by any federal, state, or provincial 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
may be a criminal offense.

FOR RESIDENTS OF ALL FOREIGN (OUTSIDE OF THE UNITED STATES) JURISDICTIONS

These securities have not and will not be registered under the US Securities Act and, insofar as
such securities are offered and sold to persons who are neither nationals, citizens, residents nor
entities of the United States, they may not be transferred or resold directly or indirectly in the
United States, its territories or possessions, residents or entities normally resident therein (or to
any person acting for the account of any such national, citizen, entity or resident). Further
restrictions on transfer will be imposed to prevent such securities from being held by United
States persons.

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 TABLE OF CONTENTS

CONTENTS
Risks of Investment, Notices, & Representations........................................................................... 1
Alabama Supplement to the Above Risks of Investment, Notices, & Representations.............. 3
Arizona Supplement to the Above Risks of Investment, Notices, & Representations................ 4
California Supplement to the Above Risks of Investment, Notices, & Representations.............4
Connecticut Supplement to the Above Risks of Investment, Notices, & Representations..........4
Delaware Supplement to the Above Risks of Investment, Notices, & Representations..............4
Florida Supplement to the Above Risks of Investment, Notices, & Representations................. 5
Georgia Supplement to the Above Risks of Investment, Notices, & Representations................ 5
Illinois Supplement to the Above Risks of Investment, Notices, & Representations..................5
Indiana Supplement to the Above Risks of Investment, Notices, & Representations.................6
Kentucky Supplement to the Above Risks of Investment, Notices, & Representations............. 6
Maryland Supplement to the Above Risks of Investment, Notices, & Representations............. 6
Massachusetts Supplement to the Above Risks of Investment, Notices, & Representations......6
Michigan Supplement to the Above Risks of Investment, Notices, & Representations..............7
Minnesota Supplement to the Above Risks of Investment, Notices, & Representations............ 7
Mississippi Supplement to the Above Risks of Investment, Notices, & Representations...........7
Missouri Supplement to the Above Risks of Investment, Notices, & Representations...............8
New Hampshire Supplement to the Above Risks of Investment, Notices, & Representations...8
New Jersey Supplement to the Above Risks of Investment, Notices, & Representations.......... 8
New York Supplement to the Above Risks of Investment, Notices, & Representations............ 8
Nevada Supplement to the Above Risks of Investment, Notices, & Representations.................9
North Carolina Supplement to the Above Risks of Investment, Notices, & Representations.....9
North Dakota Supplement to the Above Risks of Investment, Notices, & Representations....... 9
Pennsylvania Supplement to the Above Risks of Investment, Notices, & Representations......10
Texas Supplement to the Above Risks of Investment, Notices, & Representations..................10
Washington Supplement to the Above Risks of Investment, Notices, & Representations........ 11
For Residents of All other United States Jurisdictions.............................................................. 11
For Residents of All Foreign (Outside of the United States) Jurisdictions................................11
Table of Contents...........................................................................................................................12
Executive Summary.......................................................................................................................18

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 Offering Summary..................................................................................................................... 18
Confidential Information........................................................................................................... 18
Further Information....................................................................................................................19
Description of the Fund................................................................................................................. 19
Fund and Purpose.......................................................................................................................19
Investment Objectives and Criteria............................................................................................19
Fund Details............................................................................................................................... 20
Terms of Offering.......................................................................................................................21
The Fund.................................................................................................................................21
The Manager...........................................................................................................................21
Investment Objective..............................................................................................................21
Offering Size.......................................................................................................................... 21
Eligible Investors....................................................................................................................22
Use of Proceeds...................................................................................................................... 22
Estimated Hold Period............................................................................................................22
Leverage Limitations..............................................................................................................22
Capital Contributions............................................................................................................. 22
Distributions........................................................................................................................... 22
Option to Redeem at the End of Year 3..................................................................................24
Allocations..............................................................................................................................24
Management Fees...................................................................................................................24
Special Purpose Vehicles........................................................................................................25
Transferability of Membership Interest..................................................................................25
Removal of Manager; Withdrawal of Manager......................................................................25
Fund Structure........................................................................................................................ 25
Income Tax Considerations.................................................................................................... 26
Exculpation; Indemnification................................................................................................. 26
Member Withdrawal Rights................................................................................................... 27
Books and Records.................................................................................................................28
Reports....................................................................................................................................28
Side Letters.............................................................................................................................28
Amendments...........................................................................................................................28
Use of Professionals and Service Providers........................................................................... 29

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 Governing Law.......................................................................................................................29
Fund Structure............................................................................................................................29
Investor Suitability Standards................................................................................................ 30
Investment Options.................................................................................................................30
Fund Management..................................................................................................................... 31
Management Team.....................................................................................................................31
Risks of Investment....................................................................................................................... 32
General Investment Risks.......................................................................................................... 32
Business Risks........................................................................................................................33
Past Performance Not a Predictor of Future Results.............................................................. 33
Inability to Achieve Targeted Rate of Return.........................................................................33
Lack of Operating History...................................................................................................... 33
Competition for Investments.................................................................................................. 34
Lack of Diversification...........................................................................................................34
Investment Policies and Strategies......................................................................................... 34
Investor Failure to Fund Capital Commitment.......................................................................34
Reliance on Key Persons........................................................................................................34
Co-Investments.......................................................................................................................35
General Economic and Other Conditions...............................................................................35
No Right to Remove the Manager..........................................................................................35
Absence of Recourse against the Manager.............................................................................35
Lack of Control by Investors..................................................................................................35
Lack of Marketability............................................................................................................. 36
Liability of Members for Repayment of Certain Distributions.............................................. 36
Conflicts of Interest................................................................................................................ 37
Broad Discretion in Use of Funds.......................................................................................... 38
Investment Delays.................................................................................................................. 38
Management of Investment Properties...................................................................................38
Lack of Sufficient Funding.....................................................................................................39
Lack of Distributions..............................................................................................................39
Phantom Income.....................................................................................................................39
Risks Inherent in Real Estate Investments Generally................................................................ 39
General Risks......................................................................................................................... 39

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 Economic Conditions............................................................................................................. 40
Lack of Liquidity of Investments........................................................................................... 41
Due Diligence and Analytic Risks......................................................................................... 41
Joint Venture Risks.................................................................................................................41
Absence of Operating History in New Markets and New Property Types.............................42
Value-Add Properties............................................................................................................. 42
Fixed and Variable Cost Risks................................................................................................42
Leverage Risks....................................................................................................................... 43
Loan Default Risks.................................................................................................................43
Refinancing Risks...................................................................................................................43
Americans With Disabilities Act............................................................................................44
Zoning and Environmental Laws........................................................................................... 44
Risk of Uninsured Losses.......................................................................................................44
Lack of Outside Due Diligence.............................................................................................. 44
Contractors May Underestimate Bids.................................................................................... 45
Delays in Project May Occur..................................................................................................45
Low Employment Rates Mean Fewer Buyers for the Property..............................................45
Risks related to Real Estate Properties...................................................................................... 45
Tenant Default........................................................................................................................ 45
Non-Renewal of Leases..........................................................................................................45
Federal Income Tax Risks..........................................................................................................46
Changes in the Law- Recent Legislation................................................................................46
Risk of Audit.......................................................................................................................... 47
Other Potential Tax Risks.......................................................................................................47
Other Regulatory and Legal Risks.............................................................................................47
Federal and State Securities Laws; Absence of Regulation Applicable to the Fund............. 47
Liquidity of Interests.............................................................................................................. 48
Conflicts of Interest....................................................................................................................... 48
Non Arms’-Length Compensation.............................................................................................48
Fund Management Not Required to Devote Full-Time............................................................. 49
Competition with Affiliates of the Fund.................................................................................... 49
Other Companies & Partnerships or Businesses........................................................................49

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 Management Company and Its Affiliates May Provide Brokerage Services to Funds and
Private Investors.........................................................................................................................50
Conflict with Related Programs.................................................................................................50
Investments in the LLC..............................................................................................................50
Creditor Relationship with the LLC.......................................................................................... 51
Other Services Provided by the Management Company or its Affiliates.................................. 51
Services to the LLC................................................................................................................... 51
Purchase and Sale of Real Estate with Affiliates.......................................................................51
General Information...................................................................................................................... 52
Requirements for Holders of LLC Interests...............................................................................52
Restriction on Transfer or Assignment of Rights...................................................................... 53
Additional Contribution............................................................................................................. 53
Investment Suitability................................................................................................................ 54
Use of Proceeds..........................................................................................................................54
Projections..................................................................................................................................55
Tax Considerations........................................................................................................................ 55
Prospective Investors Should Seek Their Own Tax Counsel.....................................................55
Members, Not Fund, Subject to Tax.......................................................................................... 56
Member’s Basis in Membership Interest................................................................................... 56
Deductibility of Losses.............................................................................................................. 57
Unrelated Business Taxable Income.......................................................................................... 58
Tax Considerations Disclaimer.................................................................................................. 58
Additional Information.................................................................................................................. 58
Forward-Looking Statements.....................................................................................................58
Fund Financial Statements and Reports.....................................................................................60
Capitalized Terms...................................................................................................................... 60
Litigation....................................................................................................................................60
Common Counsel...................................................................................................................... 60
Notice to Investors..................................................................................................................... 61

15
 EXECUTIVE SUMMARY

OFFERING SUMMARY

Pipiles LLC (the “Fund”) is seeking to raise capital investment for Real Estate properties located
at Columbus, Ohio to achieve return to investors by targeting a raise of $1,000,000.00 by
offering to sell 1,000 Preferred Membership Units (approximately 0.01% membership interest
per Unit) of its membership interest for $1,000.00 per Unit. The membership interests are being
offered pursuant to the exemption from registration under the Federal Securities Act of 1933
afforded by Regulation D, Rule 506(c) and Regulation S of the Securities and Exchange
Commission, to a limited number of investors acquiring the membership interests for investment
and not for resale.

The Fund will acquire assets to provide its investors with a targeted return on equity (ROE) of
15.0% net of fees and expenses, although Investors cannot be assured that such returns will be
achieved.

Kamehameha Capital LLC is the sole Manager of the Fund (the “Manager” or the “Sponsor).
Kamehameha Capital LLC is a Real Estate investment firm founded by Alejandra and Manuel
Alvarado focused on the purchase and sale of properties in the United States. Manager believes
that, as a result of the current economic climate, paths of growth, and the related government
policies and regulation, select multi-family Real Estate properties represent unique investment
opportunities.

Pipiles LLC is distributing this memorandum pursuant to Rule 506(c) of Regulation D and
Regulation S. Accordingly, it may offer this investment by any means of “general solicitation”
without having a prior relationship with you and others, so long as all of our investors in this
offering adequately document and verify for us that they are “accredited investors” and it
otherwise complies with the other requirements of Rule 506(c) or are domiciled outside of the
United States.

CONFIDENTIAL INFORMATION

This document and its contents are confidential and proprietary and constitute legally protected
information belonging to Pipiles LLC. It is delivered based on a confidential relationship and for
the limited purpose of providing investors and their representatives with information relative to
an investment decision. All other uses, and all reproduction and disclosure, without the express

16
written consent of Pipiles LLC are strictly prohibited. In accepting delivery of this
Memorandum, recipients agree to return it to Pipiles LLC and destroy all electronic copies if
they elect not to invest in the Fund.

FURTHER INFORMATION

Copies of this offering package will be delivered to all prospective investors, and the Fund
undertakes that it will make available for review by prospective investors and their respective
counsel, advisors, and representatives, all information reasonably requested by them and in the
Fund's possession or accessible to it without unreasonable effort or expense.

The Fund will also provide investors with the opportunity to ask questions and receive written
answers concerning the terms and conditions of the Offering or necessary to verify the accuracy
or evaluate the information provided herein, provided that such explanations can be provided
without unreasonable effort or expense on the part of the Fund. The Fund authorizes no such
explanations or information unless furnished or approved in writing by the Manager.

DESCRIPTION OF THE FUND

FUND AND PURPOSE

Pipiles LLC was formed on July 25, 2018 for the purpose of investing in real estate in the
Columbus Ohio MSA which meets the investment criteria established by the Manager,
specifically the following properties within the following LLC.

Pipiles, LLC:
3723 - 3724 Abney Rd, Columbus OH, 43207
3349 - 3361 E Broad, Columbus OH 43213
1274-1276 Lockbourne Rd, Columbus, OH 43206

INVESTMENT OBJECTIVES AND CRITERIA

Management has chosen Real Estate located in the Columbus Ohio MSA for the investment of
the Fund's funds. The Fund’s objective is to effectively deploy the net proceeds of this Offering
in an asset that is designed to:

17
 ● Provide Members with a Preferred Distribution with an overall IRR of 15%; and
● Ultimately provide Members with a targeted full return of capital contributions with
interest paid monthly.
Columbus, Ohio was chosen as an effective location to deploy capital to meet the above
objectives because:
● Columbus is the 15th largest city in the United States and is home to more than two
million people. It is the fastest growing metropolitan area in the Midwest. The Columbus
Region is located within a 10-hour drive of 47 percent of the U.S population and is in a
prime location for international dealings.
● Columbus has become the preferred choice for many regional and national headquarters.
Columbus is home to 15 Fortune 1000 headquarters—seventh among major metros. No
single industry sector represents more than 18 percent of employment, resulting in an
exceptionally stable economy.

The Fund’s strategy will be to produce attractive risk-adjusted returns by managing, operating,
and repositioning of strategic and undervalued single-family and multi-family assets located
within certain target markets. The Manager has identified multi-family assets as described above,
but the Manager may be required to invest in substantially similar, but not identical to the
property located at the following properties: in order to meet the Fund’s objectives.

The Manager believes that Fund performance will be enhanced by focusing its performance
strategies that ensure the security of the Fund’s assets.

FUND DETAIL SUMMARY

Fund Name: Pipiles LLC

Fund Address: 171 Green Meadows Drive S, Lewis Center, OH 43035

Telephone Number: +1 (614) 648-9477

State and Date of Formation: Ohio on July 25, 2018

Manager: Kamehameha Capital LLC

Contacts with Respect to

Offering: Alejandra Alvarado

18
 Narrative: Pipiles LLC ("the Fund") is an Ohio limited liability
company formed with Kamehameha Capital LLC as the
Manager. The company was formed for the express purpose
of seeking to invest in Real Estate properties. The Fund
anticipates that this investment will have an initial duration of
12 months with a return of principal at the end of the month
12 and may be renewed annually for up to a total of 04 years;
or be invested for a total duration of 48 months. As with any
investment, this investment is speculative and involves a high
degree of risk.

Asset Class Multy-family Real Estate

Targeted ROE 15.0%

Estimated Hold Period 4 years investments divided into 4 years options, and 1-year
terms with 3 renewal options.

Distribution Frequency Monthly

TERMS OF OFFERING

The Fund has the following classes of Membership Units of Partnership interest:

1. Class A Preferred Membership Units are reserved for Investors who invest $250,000 or
more.
2. Class B Preferred Membership Units are reserved for Investors who invest $15,000 to
$249,000.
3. Class C and Class D Preferred Membership Units are reserved for Investors who want to
invest for 4-years period.
4. Class E Membership Units are reserved for the Manager.

The number of Units offered will be no more than 500. Prospective investors will enter into the
Operating Agreement (see Attachment A "Operating Agreement") by executing a Subscription
Agreement (see Attachment B “Subscription Agreement”).

19
 PROSPECTIVE INVESTORS ARE URGED TO REVIEW THE TERMS OF THE
OPERATING AGREEMENT.

If there is any conflict between the terms described in this Private Placement Memorandum and
the Operating Agreement, the terms in the Operating Agreement will prevail.

The Fund Pipiles LLC (the “Fund”), an Ohio limited liability

company.

The Manager Kamehameha Capital LLC (the “Manager”), an Ohio

limited liability company.

Investment Objective The Fund’s target is to pay Class A and Class B

Preferred Members a return of 8% for 12 months,
Class C Preferred Members a return of 15% for each
12 months and Class D Preferred Members a return of
10% for each 12 months.

Offering Size The Fund is offered to a limited number of prospective

investors. Specifically, the Offer is the opportunity to
subscribe for Class A, Class B, Class C and Class D
Preferred Membership Interest Units in, and become
members of, the Fund (the “Members”). The Fund is
seeking total Capital Commitments of up to
$1,000,000.00.

Eligible Investors Investors that are “accredited investors,” within the

meaning of Rule 501(a) of Regulation D promulgated
under the Securities Act and those that are domiciled
outside of the United States through Regulation S,
submit a Subscription Agreement, the acceptance of
which is subject to the Manager’s approval in its sole
judgment. The minimum capital commitment is
$15,000.00, although the Manager may accept
subscriptions for smaller amounts at its sole discretion.

Use of Proceeds The Fund will invest, directly or indirectly, in the

Investment. The Fund will also use the offering
proceeds to pay or reimburse the Manager and its

20
 affiliates for legal, accounting, due diligence,
marketing, and other expenses relating to the
formation or operation of the Fund, to pay fees to the
Manager as described herein, to provide working
capital for the Fund and to establish reasonable
reserves to meet the Fund’s obligations. See “Use of
Proceeds” below for more information.

Estimated Hold Period The Fund will operate for twelve months wherein the
manager will return capital to the Class A, and Class B
Preferred Members.

Option to renew for one The Investor would have the option to renew his
more year contract for one (1) more year, and the distributions
would be according to their respective class. This
option can be considered three (3) times to extend the
contract for total of 4 years.

Class C and Class D Each Member that opts for the Class C and Class D
Preferred Members Hold Preferred Membership must remain on the project for
Period 4 years.

Leverage Limitations The Fund will use best efforts to ensure that the
aggregate amount of all its indebtedness does not
exceed 75% of the aggregate fair market value of all
its direct and indirect assets upon stabilization of such
assets.

Capital Contributions Each Member will agree to make capital contributions

in cash up to the aggregate amount of the Member’s
Capital Commitment.

Distributions The Fund will endeavor to make Distributions monthly

out of available cash flow from operations equal to the
total net cash receipts of the Fund during the period (i)
derived from all sources (other than Capital

21
 Contributions, Capital Transactions and Refinancing
Transactions) together with any amounts included in
reserves or working capital from prior periods which
the Manager reasonably determines to distribute, or the
sale, refinancing or disposition of investments, as
determined by the Manager, net of disbursements and
less the operating expenses of the Fund paid during
such period (including, but not limited to, present and
anticipated debts and obligations under any Credit
Facility or otherwise, capital needs and expenses, the
payment of any management or administrative fees
and expenses, including without limitation the Asset
Management Fee, Asset Acquisition Fee or Asset
Disposition Fee, and reasonable reserves for
contingencies) and any increases or replacements in
reserves (other than from Capital Contributions)
during such period (“Net Cash Flow”).

All Distributions payable to non-US Investors will be

reduced by amounts required to be withheld and paid
over to the Internal Revenue Service (the “IRS”)
related to income allocated to such foreign Investors
but shall be treated, for all purposes, as being paid to
such non-US Investor.

Class A Distributions The Manager will make monthly distributions from

Net Cash Flow to each Class A Membership Unit
holder for each one-year term as follows:
● For the first-year term – that amount equal to
the amount of their Class A Capital
Contribution multiplied by 0.67% distributed in
monthly payments. Approximately (8%
annually) plus an additional 7% for month 12
of that term.
● If renewed, for the 2nd, 3rd, and 4th terms: that
amount equal to the amount of their Class A
Capital Contribution multiplied by 0.67%
distributed in monthly payments.

22
 Approximately (8% annually) plus an
additional 7% for month 12 of that term.

Class B Distributions The Manager will make monthly distributions from

Net Cash Flow to each Class B Membership Unit
holder for each one-year term as follows:
● For the first-year term – that amount equal to
the amount of their Class B Capital
Contribution multiplied by 0.67% distributed in
monthly payments. Approximately (8%
annually)
● If renewed, for the 2nd, 3rd, and 4th terms: that
amount equal to the amount of their Class B
Capital Contribution multiplied by 0.67%
distributed in monthly payments.
Approximately (8% annually) plus an
additional 5% for month 12 of that term.

Class C Distributions The Manager will make monthly distributions from

Net Cash Flow to each Class C Membership Unit
holder for each one-year term in an amount equal to
the amount of their Class C Capital Contribution
multiplied by 1.25% (15% annually) over a period of 4
years.

At the end of the 48th month, the Manager will make

distributions to the Investors equal to the 5% of their
respective capital contribution for each 12 months of
the duration of their capital contribution.

Class D Distributions The Manager will make monthly distributions from

Net Cash Flow to each Class D Membership Unit
holder for each one-year term in an amount equal to
the amount of their Class D Capital Contribution
multiplied by 0.83% (10% annually) over a period of 4
years.

At the end of the 48th month, the Manager will make

23
 distributions to the Investors equal to the 5% of their
respective capital contribution for each 12 months of
the duration of their capital contribution.

Allocations Net income and net loss for each fiscal year will be
allocated among the Members consistent with the
described distribution provisions and the requirements
of the Code to target capital accounts to match the
distribution set forth above.

Fund Expenses The Fund will be responsible for all out-of-pocket

expenses incurred by the Manager and its affiliates in
connection with the Fund’s business, including: (a) all
expenses of organizing the Fund and offering the
Interests in the Fund, including legal, accounting, tax
advice, consulting fees, and all such other reasonable
and necessary fees; and (b) costs and expenses
incurred in connection with the Manager’s
performance of its duties including (i) indemnification
costs, (ii) fees and expenses of professional service
providers and third-party transaction, pursuit and
investigation costs (regardless of whether the
transaction has been completed); (iii) legal, audit, tax
preparation, investment management, administration
and payment information systems and investor
platforms and accounting fees and costs; (iv)
marketing costs in connection with offering and selling
the Membership Interests to Members, including
without limitation any and all registration and filing
fees, sales commissions, blue sky fees, and (v)
administration, record keeping, investor relations and
investor mailing and communication costs.
Notwithstanding anything to the contrary contained
herein, the Fund will not be responsible for the
compensation of officers and employees, office
overhead, or other expenses of the Manager.

Management Fees Property Management Fees. The Manager and/or its

24
 affiliates shall be entitled to receive market rate
property management fees in the amount of 10.00% of
Gross Income for all properties owned by Pipiles LLC
and be reimbursed for all out-of-pocket costs, to be
paid monthly, for investments owned and operated by
the Fund. In addition, the Manager and/or its affiliates
shall be entitled to receive market-rate fees and be
reimbursed for all out-of-pocket costs for any
construction and/or construction management fees
with respect to such services provided to each such
property.

Asset Acquisition Fee. The Manager or its affiliate

shall be entitled to a $26,660.00 Asset Acquisition Fee
for the formation of the business plan. The Asset
Acquisition Fee is based on the reasonable FMV of the
Asset in question and payable at the closing of the
Offering (June 30th, 2023), or at such later time, in
arrears, as the Manager may determine in its sole
discretion.

Special Purpose Vehicles Where the Manager deems it appropriate, the Fund
shall use special purpose entities as subsidiaries,
including corporations, limited liability companies,
and limited partnerships to make and hold investments.
The Manager may also cause the Fund to invest
through corporations, limited liability companies,
limited partnerships, joint ventures (both with third
parties and affiliates of the Manager), or other
arrangements in which the Fund has an economic
interest and where such arrangements are reasonably
expected to preserve in all material respects the overall
economic relationship of the Members.

Transferability of Interests in the Fund may not be directly or indirectly

Membership Interest sold, transferred, assigned, pledged, or encumbered in
whole or in part (whether voluntarily, involuntarily, or
by operation of law) without the prior written approval
of the Manager, which may be withheld in the

25
 Manager’s sole and absolute discretion. The
transferability of Interests is also restricted under the
Securities Act.

Removal of Manager; The Manager may not be removed by the Members.

Withdrawal of Manager The Manager may, however, voluntarily withdraw
from the Fund.

Fund Structure The Fund expects to be classified as a “partnership”

for federal income tax purposes. The Fund will own all
its investments substantially directly or indirectly
through one or more holding companies. The Fund
does not anticipate holding any of its investments
directly or indirectly through a subsidiary Real Estate
investment trust but may do so if, in the Manager’s
sole discretion, it is in the Fund’s best interest to do so.

Income Tax Considerations Provided that the Fund is treated as a partnership for
federal income tax purposes, the Fund generally will
not be subject to federal income tax directly, but rather
each member of the Fund will be required to include in
computing its federal income tax liability its allocable
share of the items of income, gain, loss, deduction and
credit of the Fund, regardless of whether any
distributions have been made by the Fund to that
Member.

The Fund will not implement procedures to avoid or

minimize the impact of “unrelated business taxable
income” (or “UBTI”) to tax-exempt Investors.

Exculpation; Exculpation. The Manager, its affiliates, officers,

Indemnification employees, members, managers, and agents (the
“Indemnified Parties”) shall not have any liability to
the Fund or its Members for any action (or inaction)
which is undertaken (or omitted) in connection with
such Indemnified Party’s performance of its duties
under the Operating Agreement or to the Manager or
its affiliates in connection with the Fund’s business

26
unless such act or omission was performed or omitted
fraudulently or in bad faith.

Indemnification. The Indemnified Parties shall be

indemnified by the Fund against losses, judgments,
expenses, etc., with respect to acts and omissions taken
on behalf of the Fund, unless such act or omission was
primarily attributable to an act or omission constituting
fraud or bad faith. All indemnities shall be paid, first,
from the Fund’s assets and, if the assets of the Fund
are insufficient to fully satisfy any such obligation,
then from the return of member distributions (on a pari
passu basis and in proportion to Member’s respective
Capital Contributions). The Fund will be obligated and
liable to pay indemnification obligations pursuant to
the governing documents for any subsidiaries
established by the Fund, and the Fund shall make
disbursements (on such pro rata basis) to such
subsidiaries as necessary to pay such indemnification
obligations.

Expense Advancement. Indemnification expenses shall

be advanced and paid when due (even if prior to a final
determination of availability of indemnification),
provided that (i) the claimant is not a Member (other
than the Manager or any affiliate of the Manager with
respect to any interest it owns as a Member) and (ii)
the claimant covenants to repay such funds advanced if
it is finally determined that indemnification is not
available for such claimant.

Insurance. At the Fund’s expense, the Manager may

cause the Fund to purchase insurance coverage for acts
for which indemnification would be available,
including coverage for the Indemnified Parties.
Reliance on Professionals. The Manager, its officers,
and Affiliates shall have no liability for acts taken
upon the advice of counsel that such acts were
permissible under governing documents and applicable

27
 law. To the extent any decision or determination has
been made in reliance upon such advice, such decision
or determination shall be deemed to have been made
without bad faith or fraud for purposes of applying the
provisions of the Operating Agreement.

Member Withdrawal Rights No Member may withdraw from the Fund without the
Manager’s written consent. The Manager has the sole
discretion to withhold any consent if it is not properly
requested. In order to withdraw from the Fund, the
Member must give formal written notice to the
Manager requesting consent to withdraw from the
Fund. Once this formal written notice is received, a
period of 90 calendar days will be effective for the
return of the subscribed capital to the Member.
Monthly Interest payments will be honored until the
time of the Formal Exit from the project within the 90
calendar days stipulated in the formal acceptance of
the withdrawal notice.

Books and Records Members or their authorized representatives shall at all

reasonable times and for any purpose reasonably
related to the business and affairs of the Fund and their
interest therein have access to the Fund’s books and
records.

Reports The Fund’s books shall be on a cash basis for book

purposes. Financial Statements will be prepared
annually within 120 days following the close of each
taxable year and will be available upon request.
Reports regarding the individual investments will be
periodically provided to the Members.

Side Letters The Manager may, in its sole discretion, enter into
agreements on behalf of the Fund that modify or
supplement a Member’s rights and obligations with
respect to its investment in the Fund (each such
agreement, a “Side Letter”). The Manager may grant
concessions to any unaffiliated investor in Side Letters

28
 in its sole and absolute discretion.

Amendments The Manager, without the approval of any Members,

may amend the Operating Agreement in order to: (a)
add to the Manager’s duties or surrender any right or
power granted to it; (b) cure ambiguities, make
corrections, comply with changes in the law, or
otherwise clarify terms; (c) delete or add any provision
requested by any federal or state “blue sky” agency to
the extent deemed to be for the benefit or protection of
some or all of the members; (d) effectuate the
admission or withdrawal of Members in accordance
with the Fund’s terms; or (e) improve, upon the advice
of counsel, the Fund’s position in (i) satisfying 1940
Act exemptions, (ii) qualifying for ERISA plan asset
exemptions, (iii) sustaining its tax positions or those of
any of its members (including with respect to UBTI),
(iv) avoiding publicly traded partnership status, or (v)
preventing the Members’ final capital accounts from
deviating from the intended priority cash distributions
described in “Distributions” above.

The Manager, upon the approval of Members

representing at least a majority of the Capital
Commitments of the Members of the Fund, may
amend the Operating Agreement in any manner other
than to: (a) increase the capital commitments of a
Member; or (b) alter the economic interest of a
Member in the Fund from that described in
“Distributions” above, unless the Manager obtains the
consent of such Member.

Use of Professionals and The Manager may, in its sole discretion, engage
Service Providers affiliated professionals and service providers or
outside professionals and service providers on behalf
of and at the expense of the Fund on arm’s-length
terms. When affiliates are engaged, the transaction
shall be on arm’s- length terms. No professional or
other service providers will be disqualified from

29
 providing services to the Fund or its affiliates because
of the provision of services by such professional or
service provider to the Manager or its affiliates,
whether related to the Fund’s business or other
activities.

Governing Law The Fund’s Operating Agreement will be governed by

the laws of the State of Ohio.

FUND STRUCTURE

The Manager has endeavored to structure this Fund in a way that balances the Manager’s need
for flexibility, autonomy, and control with respect to Fund policies and investment decisions with
the Investor’s natural desire for safety, oversight, and transparency. It has considered the Fund’s
fee structure, administrative procedures, and third-party service providers, including Fund
administration and accounting services, and have attempted to create a beneficial and proper
alignment of interests between the Manager and the Investors, but there is no guarantee that
interests will be aligned.

The Fund is organized as an Ohio limited liability company. The Fund is making an offering that
is exempt from registration under Regulation D promulgated by the SEC under the Securities Act
of 1933 (the “Act” or “Securities Act”). The Fund is open to both United States and non-U.S.
Investors. If the Fund has non-U.S. Investors, then it will be subject to U.S. tax withholding
obligations with respect to such Investors. Each Investor in the Fund must be an “accredited
investor” as such term is defined in Regulation D or be a non-U.S. Investor.
Some of the ways Investors can qualify are:
● For natural person Investors, having a net worth of at least $500,000, excluding the value
of a primary residence; or
● For natural person Investors, having an adjusted gross income of at least $200,000 for the
last two years (or $300,000 with a spouse); or
● For natural person Investors, holding, in good standing, a Series 7, Series 82, or Series 65
license; or
● For entity Investors, having assets of at least $5,000,000, or
● For entity Investors, having all of the owners of the entity otherwise be Accredited
Investors.

30
Investor Suitability Standards

The Offering and sales of the Investments offered hereby will be made only to persons and/or
entities who meet or exceed certain suitability standards which the Fund has adopted for the
purpose of determining who will be permitted to invest. The Manager will accept or reject
Subscription Agreements from prospective Investors at its sole discretion. The Manager reserves
the right to reject any Subscription Agreement for any reason.

Investment Options

Investors shall acquire equity ownership in the Fund and shall become Members of the Fund,
subject to the terms of the Operating Agreement, upon executing a Subscription Agreement and
a joinder to the Operating Agreement, payment of all amounts set forth in the Subscription
Agreement, and acceptance by Manager of each Investor’s subscription.

By executing a Subscription Agreement, an Investor unconditionally and irrevocably makes a

commitment to contribute capital in accordance with the terms set forth in the Subscription
Agreement and Operating Agreement.

The Fund seeks to raise the Maximum Offering of up to $1,000,000.00 in Investor capital. The
Manager may or may not raise the full amount during the lifetime of the Fund. The minimum
investment is $15,000.00, which amounts may be adjusted at the sole discretion of the Manager.

FUND MANAGEMENT

Pursuant to the terms of the Operating Agreement (See Attachment A "Operating Agreement"),
the Fund will be managed by Kamehameha Capital LLC, a (“Manager”).

The Operating Agreement with the Fund provides the Manager will not be liable for any
monetary damages to the Fund for any breach of duties, except for the receipt of financial benefit
to which the Manager is not entitled, voting for or assenting to a distribution to Members in
violation of the Operating Agreement or state law, or knowing violation of law.

The Manager employs a strategy of investing in assets that are well-selected, well-managed, and
disposed of at an optimal time. Our principal targeted assets are investments in properties if

31
compelling opportunities arise that present superior opportunities for above-market returns, that
have quality construction, and desirable locations which can attract quality tenants.

To this end, the Manager may:

● Co-invest in a similar property or properties in quality locations in the Manager’s target
markets, where the Manager can add significant value through the application of its
strategy;
● Buy an asset at below-market prices, or at market prices where there is sufficient upside
potential to obtain above-market returns over the long term;
● Make physical alterations and other improvements to the asset, where the Manager can
achieve significant benefit with minimal capital outlay; and
● Through third-party management, increase the rents to increase the overall value of the
property.

MANAGEMENT TEAM

The strategic direction and investment objectives of the Fund are the focus of the Manager’s
principals:

Alejandra Alvarado

Alejandra Alvarado is a real estate investor and a broker. Originally from Venezuela, she studied
in Sweden and then decided to move to the United States in search of a better quality of life and
continue her studies. Alejandra holds degrees in Business Administration and Finance.

RISKS OF INVESTMENT

THIS OFFERING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.

The purchase of the Units will involve a number of significant risk factors. Therefore,
Prospective Investors are urged to retain legal, investment, and tax advisors to assist them in
evaluating these risks. The Fund will assist prospective investors and their advisors by answering
such questions as they may have, making available to them, upon request, such information as is
in possession of the Fund or attainable by it without unreasonable expense or effort. Prospective
Investors should carefully consider the following risk factors, together with all the other
information, including all other risk factors and conflicts of interest relating to an investment in
the Fund, including those set forth in this Memorandum, before deciding to subscribe for

32
Interests. Because of these factors, as well as other risks inherent in any investment, there can be
no assurance that the Fund will be able to meet its investment objectives or otherwise can
successfully carry out its investment program. The risks described below are not the only risks
relating to an investment in the Fund, and other risks also may adversely affect an investment in
the Fund. In addition to the Above Risks, businesses are often subject to risks not foreseen or
fully appreciated by management. In reviewing this offering memorandum, potential investors
should keep in mind other possible risks that could be important.

The information in this Memorandum (including financial information and information

concerning prior transactions) has been obtained from published and non-published sources,
including the management of certain entities that participated in such prior transactions. Certain
information contained herein has been obtained from published sources prepared by third parties.
While such information is believed to be reliable for the purposes used herein, none of the Fund,
its affiliates, or any of their respective directors, officers, members, managers, employees, or
owners assumes any responsibility for the accuracy of such information.

GENERAL INVESTMENT RISKS

Business Risks.
The success of the Fund depends upon the ability of the Manager to identify, select and
consummate an investment that will offer superior returns. The availability of such opportunities
will depend, in part, upon general market conditions. The business of identifying and structuring
a transaction is highly competitive and involves a high degree of uncertainty. Even if the
Manager identifies an attractive investment opportunity, there can be no assurance that the Fund
will be permitted to invest in such opportunities. As a result, it is possible that the Fund might
never be fully invested. However, Members will be required to pay management fees based on
the entire amount of their Capital Contributions. No assurance can be given that the Fund’s
investment will generate any income or will appreciate in value.

Past Performance Not a Predictor of Future Results.

The track record of the Manager, its affiliates, and any real estate companies they have managed
should not be assumed to imply or predict, directly or indirectly, any level of future performance
of the Fund. The performance of the Fund is dependent on future events and is, therefore,
inherently uncertain. Past performance cannot be relied upon to predict future events for a
variety of reasons, including, without limitation, local and national economic circumstances,
supply and demand characteristics, degrees of competition, and other circumstances pertaining to
capital markets.

33
Inability to Achieve Targeted Rate of Return.
The Fund will make an investment based on the Manager’s estimates or projections of internal
rates of return and current returns, which in turn are based on, among other considerations,
assumptions regarding the performance of the investment, the amount and terms of available
financing and the manner and timing of a disposition, including possible asset recovery and
remediation strategies, all of which are subject to significant uncertainty. In addition, events or
conditions that have not been anticipated may occur and may have a significant effect on the
actual rate of return received on the investment.

Lack of Operating History.

The Fund is a newly organized entity and, accordingly, has no operating history upon which
prospective investors can evaluate the Fund’s likely performance. Although the Fund’s
management team has experience in acquiring, developing, asset managing, operating, financing,
and disposing of real estate, there can be no assurance that the performance of those activities
will be reflective or indicative of the future performance of this Fund.

Competition for Investments.

The activity of identifying, completing, and realizing an attractive acquisition of a real estate
asset in the Fund’s targeted property types is highly competitive. The Fund will compete for
these opportunities with many other real estate investors, including public and private REITs,
other real estate funds, and institutional investors. These competitors may have more experience,
more resources and may be willing to accept more risk than the Fund. This competition may
increase prices, reduce returns, and eliminate investment opportunities.

There can be no assurance that the Fund will be able to locate and acquire investments that
satisfy its investment objectives.

Lack of Diversification.
The Fund will not have a diversified portfolio and potentially may make a single investment. The
lack of diversification of the Fund investments may impact the Fund in several different ways.
The Fund’s investment, while limited to real estate in the United States, will focus on the Central
and Southeastern portion of the U.S. This lack of geographic diversification could increase the
risk of the Fund depending on pricing and other economic factors in those parts of the country. In
addition, a lack of diversification increases risk because the aggregate return of the Fund will be
contingent on the performance of a single investment.

34
Investment Policies and Strategies.
The Fund may not meet its stated investment strategy and goals, and the Manager has the right to
vary from its strategy and policies if it determines it is in the best interests of the Fund, subject to
the terms of the Operating Agreement.

Investor Failure to Fund Capital Commitment.

If one or more Investors fail to fund their capital commitment obligations when due, the Fund’s
ability to complete its investment program or otherwise to continue operations may be
substantially impaired. A default by one or more Investors who have made Commitments could
limit the Fund’s opportunities for investment and reduce returns to the Fund.

Reliance on Key Persons.

The ability of the Manager to manage the Fund’s affairs currently depends on the management
team and the Manager’s principals. There can be no assurance that the members of the
management team will remain affiliated throughout the term of the Fund or otherwise can
continue to carry on their current duties throughout such term. The inability to recruit and hire
replacement or additional key personnel as needed could have a material adverse effect on the
Fund’s operations.

Co-Investments.
This Fund may co-invest with other parties, including the Manager, its affiliates, any other funds
sponsored by the Manager or its affiliates when and on such terms as the Manager deems
appropriate, including in the event additional capital is needed or desired to support or enhance
the investment property. In such co-investment transactions, the terms of investment of the Fund,
the Manager, or its affiliates may not be identical and may include situations where the Manager
or its affiliates receive returns or fees from such other parties which differ from those received
from the Fund. Co-investment opportunities may not be determined through arm’s length
negotiations with the Fund. The Fund will not be obligated to provide co-investment
opportunities (or provide any concessions granted to any other Investor upon becoming a
Member) to any Investor because such opportunity was made available to any other Investor.

General Economic and Other Conditions.

The Fund’s property value may be adversely affected from time to time by such matters as
changes in general economic, industrial, and commercial conditions, changes in taxes, prices and
costs, and other factors of a general nature that are beyond the control of the Fund. The value is

35
also impacted by the availability and cost of credit, the U.S. mortgage market, and global
economic issues.

No Right to Remove the Manager.

The Investors have no right to remove the Manager.

Absence of Recourse against the Manager.

The Operating Agreement limits the circumstances under which the Manager, and its respective
affiliates, and their respective officers, directors, members, Members, shareholders, employees,
and consultants or agents can be held liable to the Fund or its Investors. Thus, Investors may
have a more limited right of action in certain cases than they would in the absence of this
provision.

Lack of Control by Investors.

Investors will not have an opportunity to evaluate the investments made by the Fund or the terms
of any investment. Investors should expect to rely solely on the ability of the Manager to make
an appropriate investment for the Fund and to appropriately manage and dispose of the
investment. The business of the Fund will generally be managed by the Manager, who will have
significant discretion in managing the Fund’s business. The rights and obligations of Investors
will be subject to the limitations set forth in the Operating Agreement, and except for the rights
specifically reserved to them by the Operating Agreement and applicable law, Investors will have
no part in the management and control of the Fund. Moreover, the Manager is under no
obligation to call or hold any meeting. The Manager may call a meeting of the Fund in such
number and at such times as Manager deems advisable. Members holding at least sixty (60%) of
the Fund’s ownership Interests may call meetings of the Fund in accordance with the terms of the
Operating Agreement. Further, any action taken by Members, whether or not in a meeting, must
be approved in writing by the Manager.

Lack of Marketability
There are significant restrictions on the ability to sell or transfer an Interest in the Fund. There is
no public market for the Interests, and, in addition, the Interests are being sold in reliance upon
exemptions from registration under the Securities Act and applicable state securities laws. Thus,
the Interests may not be sold unless they are subsequently registered under the Securities Act and
applicable state securities law, if so required, or unless an opinion of counsel or other evidence
satisfactory to the Manager is obtained that states that registration is not required. In addition,
any sale, transfer, assignment, or pledge of an Interest in the Fund must be approved by the

36
Manager, which may be withheld at the Manager’s sole and absolute discretion. Because of those
restrictions, Investors may not be able to liquidate their investment in the case of emergency or
otherwise. The restrictions may also influence the price an Investor would receive if a transfer
were to occur.

Liability of Members for Repayment of Certain Distributions

Under Ohio law (applicable to an investment in the Fund), if an Investor has knowingly received
a distribution from the Fund at a time when its liabilities exceed the fair market value of its assets
after giving effect to the distribution, the Investor is liable to the Fund for a period of three years
thereafter for the distribution. If the Fund is otherwise unable to meet its obligations, the
Investors may, under applicable law, be obligated to return, with interest, cash distributions
previously received by them to the extent such distributions are deemed to constitute a return of
their capital contributions or are deemed to have been wrongfully paid to them. In addition, an
Investor may be liable under applicable Federal and State bankruptcy or insolvency laws to
return a distribution made during the Fund’s insolvency.

Conflicts of Interest
(Also see the section below Conflicts of Interest.) An investment in the Fund involves several
inherent or potential conflicts of interest, which prospective Investors should carefully consider
before subscribing for Interests.

The Manager may make, or cause its affiliates to make, short-term loans to or from the Fund.
The terms of such loans will not be determined through arms-length negotiations, and such loans
will bear interest rates as determined by the Manager, which may not be consistent with the
market rates for such loans.

Investors should note that the Manager will receive investment management fees and has the
right to not take such management fees, in whole or in part, as to any monthly payment period,
and to defer such management fees to such other periods as the Manager may determine. The
Manager and its affiliates may also receive other fees about services provided to the Fund and
the respective properties, including, without limitations, market-rate fees for property
management, construction, and construction management.

The Manager and, at their option, Members, may make advances to the Fund prior to the Initial
Closing to assist in the financing of investment of the Fund. As described in “Summary of Fund
Terms-Pre-Initial Closing Financing”, this bridge financing may be secured or unsecured
financing and will be treated as either equity or debt and will result in a six percent (6%) return

37
to the participants.

The principal and senior executives of the Manager also provide services to other affiliates of the
Manager. The principal and senior executives of the Manager may devote significant time in the
future to the management of their other existing investments and professional activities. No
restrictions are placed upon the Manager or its affiliates with respect to existing real estate
investments or non-real estate investments separate and apart from the Fund. Further, the
Manager and its affiliates and principal may purchase property that meets the Fund’s investment
criteria to complete a Section 1031 like-kind exchange with respect to any properties owned by
the Manager or its affiliates and principal.

In the ordinary course of business, the Manager and its Affiliates may engage in activities in
which such party’s interests conflict with the interest of the Fund, such as leasing office space in
the investment property owned by the Fund. In determining, negotiating, or overseeing
arrangements involving payments to the Fund by the Manager or an Affiliate of the Manager, the
Manager is under a conflict between the incentive to minimize payments made by the Manager
or its Affiliates and the incentive to maximize payments to the Fund. Lease arrangements
between the Fund, on the one hand, and the Manager or any of its Affiliates, on the other hand,
shall not be negotiated at arm’s length, and the Fund may be able to obtain more favorable terms
with a counterparty unaffiliated with the Manager. The Manager intends, however, that the terms
of any such lease arrangement shall be no less favorable than the prevailing rates for similar
office space located in the markets in which the investment is located. The Manager and/or its
Affiliates is under no obligation to lease any space in the investment property owned by the
Fund, including, but not limited to, in the event that the investment property held by the Fund has
vacancies it is unable to fill.

Broad Discretion in Use of Funds

The Fund has broad discretion on how to allocate the proceeds received as a result of this
Offering and may use the proceeds in ways that differ from the proposed uses summarized in this
Memorandum. If the Fund fails to invest and utilize the proceeds effectively, its business and
financial condition could be harmed and there may be the need to seek additional financing to
fund operations.

Investment Delays

There may be a delay between the time the Investor submits the Subscription Agreement to the
Management Company and the time the Minimum Offering Amount is reached, at which time

38
the LLC can commence making or investing in Properties. After the Minimum Offering Amount
is reached, there may be a delay between the time Membership Interests are sold and the time the
proceeds of this Offering are invested in Properties by the LLC. During these periods, the LLC
may invest, but is not required to invest, these proceeds in short-term certificates of deposit,
money-market funds or other liquid assets with FDIC-insured and/or NCUA-insured banking
institutions which will not yield a return as high as the anticipated return to be earned on
property investments.

Management of Investment Properties.

The Manager may engage affiliates of the Manager to manage certain operations of the
investments under management agreement(s) from which they will be paid a fee for its
management and/or administrative services. Accordingly, Investors must carefully evaluate the
personal experience and business performance of such a management team.

Lack of Sufficient Funding.

The success of the Fund and the Manager’s ability to implement its business strategy is
dependent upon the Fund’s ability to raise capital. If the Fund is unable to raise sufficient capital,
it may not be able to carry out all its planned acquisitions. If that were the case, the Fund would
have to be more reliant upon outside financing or third parties to complete its business plan. As
an alternative, the Fund may reduce the number of planned acquisitions and thereby limit its
diversification.

Lack of Distributions

The Fund has not paid any distributions with respect to its outstanding Membership Interests and
cannot predict when, or if, distributions will be paid. The Fund does not currently anticipate
paying any distributions on the Membership Interests until a Property is sold and liquidity is
realized. There is no guarantee the Fund will ever receive any profit from its operations so as to
be able to declare and pay distributions. There can be no assurance with respect to the amount
and timing of any distributions other than to the Members, or that they will ever be made. Future
distributions will be determined by the Manager of the Fund in light of prevailing financial
conditions, earnings, if any, as well as other relevant factors.

Phantom Income.
Although it is intended that distributions will be made on a regular basis, there can be no
guaranty that will be the case. Accordingly, it is possible that Members in the Fund could be

39
allocated taxable income in a given taxable year without corresponding distributions of cash or
property by the Fund to pay such tax liabilities.

RISKS INHERENT IN REAL ESTATE INVESTMENTS GENERALLY

General Risks.
Real property investments are subject to varying degrees of risk. The yields available from
equity investments in real estate depend on the amount of income earned and capital appreciation
generated by the related properties as well as the expenses incurred in connection therewith. If
the Fund’s property does not generate income sufficient to meet operating expenses, including
debt service and capital expenditures, the Fund’s ownership interest could be adversely affected.
Income from, and the value of, the Fund’s property may be adversely affected by a number of
factors, including the general economic climate, local conditions such as oversupply of
properties, or a reduction in demand for properties in the areas in which it is located, the
attractiveness of the property to potential tenants, competition from other properties, government
actions and policies, the Fund’s ability to provide adequate maintenance and insurance, increases
in operating costs (including insurance premiums, utilities, and real estate taxes), the ability of
the Fund to operate the property in a manner sufficient to maintain or increase revenues in excess
of operating expenses and debt service and, in the case of real property leased to one or more
lessees, the ability of the lessees to make rent payments.

Revenues from a property and real estate value may also be affected by such factors as the cost
of compliance with regulations and the potential for liability under applicable laws, including
changes in tax laws, interest rate levels and the availability of financing, the ongoing need for
capital improvements (particularly in older structures), changes in real estate tax rates and other
operating expenses, adverse changes in governmental rules and fiscal policies, civil unrest, acts
of God, including, without limitation, earthquakes, hurricanes and other natural disasters (which
may result in uninsured losses), pandemics, acts of war or terrorism, adverse changes in zoning
laws, and other factors which are beyond the control of the Fund in whole or in part. Certain
significant expenditures associated with an investment in real estate (such as mortgage payments,
real estate taxes, and maintenance costs) generally do not decline when circumstances cause a
reduction in income from the property.

Economic Conditions.
The United States, like the rest of the world, has been adversely affected by the breakout of the
COVID-19 virus. The United States government, many states, and cities have instituted “shelter
in place” orders which have caused the shuttering of many businesses and multiple layoffs. For
this reason, the Manager expects a likely short-term or more protracted long-term downturn in

40
the economy, which will most likely affect Fund revenues, and in turn, affect the returns to
Investors. The effects may be similar to the extraordinary market downturn that began in
mid-2008, where credit markets tightened, property transaction volumes slowed dramatically,
and real estate values experienced significant downward pressures.

Following economic downturns, the cycle of the real estate market typically recovers, and credit
becomes more available. These factors make the valuation of real estate investments more
difficult. Because there is significant uncertainty in the valuation of, or in the stability of the
value of, certain of the Fund’s possible investments, fair values of such investments as reflected
in the Fund’s results of operations may not reflect the prices that the Fund would obtain if such
investments were sold. Thus, there can be no assurance that real estate prices will stabilize in the
near term or that the Fund will be able to select a real estate investment that will generate the
returns the Fund is targeting. If the next cycle in the real estate market is a downward turn, the
Fund may also be required to hold illiquid investments for several years before any disposition
can be affected at acceptable pricing.

Lack of Liquidity of Investments.

The Fund’s real estate investment will generally be highly illiquid compared to other asset
classes. Given the nature of real estate investments, the Fund may be unable to realize its
investment objectives by sale or other disposition at an attractive price within any given period
or may otherwise be unable to complete any exit strategy for its investment. In some cases, the
Fund may be prohibited by contract from selling its investment for a period, or there may be
contractual rights or obligations that may otherwise significantly affect the price and/or liquidity.
In addition, it is expected that the investment will not be sold until several years after it is made.
The types of investment held by the Fund may be such that it requires a substantial length of time
to liquidate. In the event a loan repayment or other funding obligation arises at a time in which
the Fund does not have sufficient cash assets to cover such payment, the Fund may have to
liquidate the investment at less than its expected return to satisfy the obligations, resulting in
lower realized proceeds to the Fund than might otherwise be the case.

Due Diligence and Analytic Risks.

There is generally limited publicly available information about real properties, and the Fund
must therefore rely on due diligence conducted by the Manager and/or its affiliates about its
acquisitions. Should the Manager’s and/or its affiliates’ pre-acquisition evaluation of the physical
condition of a new investment fail to detect certain defects or necessary repairs, the ultimate
investment cost could be significantly higher than originally expected. Furthermore, should the
Manager’s estimates of the costs of improving, repositioning, or redeveloping an acquired
property prove too low, or its estimates of the time required to achieve target occupancy prove
too optimistic, the profitability of the investment may be adversely affected.

41
Joint Venture Risks.
Instead of making investments directly, the Fund may join other parties to make an investment
through a membership, joint venture, corporation, company, or other entity. Such investment may
involve risks not present in a wholly-owned investment, including, for example, the possibility
that a co-venturer or Member of the Fund might commit fraud, become bankrupt, or may have
economic or business interests or goals that are inconsistent with those of the Fund, or that such
Member or co-venturer may be in a position to take action contrary to the instructions or the
requests of the Fund or contrary to the Fund’s policies or objectives or otherwise have certain
rights with respect to the investments, which may limit the Fund’s ability to protect its position
and make decisions with respect to its investment. In addition, in certain circumstances, the Fund
may rely upon the joint venture Member for operational expertise, which reliance may ultimately
not be justified. Furthermore, if such co-venturer or Member defaults on its funding obligations,
it may be difficult for the Fund to make up the shortfall from other sources. Any default by such
co-venturer or Member could have an adverse effect on the Fund, its assets, and the interests of
the Investors. In addition, the Fund may be liable for actions of its co-venturers or Members.
While the Manager will attempt to limit the liability of the Fund by reviewing qualifications and
previous experience of co-venturers or Members, such action may not be sufficient to protect the
Fund from liability or loss.

Absence of Operating History in New Markets and New Property Types.

The Fund may invest in properties located in markets in which the Manager has no prior
operating experience. The Fund may also invest in property types with respect to the Manager
has no or limited prior operating experience, such as office properties. Accordingly, the Fund
will be competing for assets with entities that have greater experience and knowledge of such
markets and property types and may have better relationships with sellers, brokers, lenders, or
others in such markets or with respect to such property types. Investments in new markets and
property types may require more management time, staff support, and expense in order to
develop and maintain market knowledge and relationships across a number of markets and
property types.

Value-Add Properties.
The Fund intends to seek higher returns by acquiring an opportunistic and underperforming
value-added property in need of better management, repositioning, physical improvements, and
other enhancements. Thus these properties may not generate positive cash flow (or may have a
cash deficit and require significant cash). There may be unanticipated delays in or increases in
the cost of improving or repositioning such a property, which are beyond the control of the
Manager. Further, there is no assurance the Manager and its affiliates will be successful in

42
improving the cash results of the property, as this depends in a significant part on a number of
factors beyond the Manager’s control, including general or local economic conditions and
demand for hotel rooms, residential and commercial real estate in the local market. Thus, an
opportunistic and underperforming value-added property may pose a greater investment risk than
a fully stabilized property.

Fixed and Variable Cost Risks.

Many costs associated with a real estate investment, such as debt service and real estate taxes,
are not reduced even when a property is not fully occupied, or other circumstances cause a
reduction in income from the investment. These fixed costs increase the risk to the Fund of an
unanticipated delay in achieving target occupancy of a new or redeveloped property. Some costs
associated with a real estate investment, such as maintenance and repairs, may be subject to cost
increases beyond the control of the Fund. Variable-rate debt in a time of rising interest rates
could also result in unanticipated cost increases.

Leverage Risks.
A portion of the purchase price of each of the Fund’s investments is expected to be financed.
Debt financing in respect of the Fund’s portfolio is not expected to exceed 75% of the aggregate
value of all Fund investments as a group determined at the time of acquisition. The degree of
leverage could have important consequences to Investors, including limiting the ability of the
Fund to obtain additional financing in the future for working capital, capital expenditures,
acquisitions, or other general corporate purposes and making the Fund more vulnerable to a
downturn in business or the economy generally. Further, the Fund may enter a credit facility to
finance investments or pay expenses. Thus, the Manager may assign certain of the Fund’s rights
with respect to Investor Capital Commitments, including the right to draw down such Capital
Commitments. The use of a credit facility secured by such Capital Commitments will not be
included in the leverage test for the Fund.

Loan Default Risks.

The mortgage loan documents for the Fund’s property will generally contain customary
covenants, such as requirements relating to the maintenance of the property securing the debt,
restrictions on pledging and creating other liens on the property, restrictions on incurring
additional indebtedness, restrictions on transactions with affiliates and in some cases periodic
satisfaction of financial ratios. Failure by the Fund to make timely payments of principal and
interest on mortgage loans or to observe these loan covenants could result in the declaration of a
default by the lender. The consequences of a declaration of default include foreclosure of the
mortgage, resulting in loss of both the property and the income it produces, the incurrence of
substantial legal costs, the imposition of a deficiency judgment if the foreclosure sale does not

43
result in proceeds sufficient to satisfy the mortgage, and potentially adverse tax consequences to
the Investors. In addition, if any loan contains cross-default provisions with other properties, a
default under one loan could result in a default under other loans and impact other properties.

Refinancing Risks.
Mortgage loans on the Fund’s properties may be subject to relatively short maturities, which may
require refinancing before the properties are disposed of. There is no assurance that replacement
financing can be obtained or, if it is obtained, that interest rates and other terms would be as
favorable as for the original loans. Inability to refinance a loan on favorable terms may compel
the Fund to attempt to dispose of the property or other properties on terms less favorable than
might be obtained later.

Americans With Disabilities Act.

Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all public
accommodations and commercial facilities must meet certain federal requirements related to
access and use by disabled persons. Compliance with the ADA requirements could involve the
removal of structural barriers from certain disabled persons’ entrances and expanded access to
amenities. Other federal, state, and local laws may require modifications to or restrict further
renovations of properties with respect to such access. Noncompliance with the ADA or related
laws or regulations could result in the imposition of governmental fines or the institution of
claims by private plaintiffs. Costs such as these, as well as the general costs of compliance with
these laws or regulations, may adversely affect the value of the Fund’s property.

Zoning and Environmental Laws.

Governmental zoning and land use regulations may exist or be promulgated that could have the
effect of restricting or curtailing certain uses of existing structures or requiring that such
structures be renovated or altered in some fashion. Such regulations could adversely affect the
value of the Fund’s property. In recent years, the value of real estate has also been adversely
affected by the presence of hazardous substances or toxic waste on, under, or in the environs of
the real estate. A substance (or the amount of a substance) may be considered safe at the time the
real estate is purchased but later classified by law as hazardous. Under environmental laws,
owners of properties have been liable for substantial expenses to remedy chemical contamination
of soil and groundwater at their real estate even if the contamination predated their ownership.
Although the Fund will exercise reasonable efforts to assure that no real estate is acquired that
gives rise to such liabilities, environmental contamination cannot always be detected through
readily available means, and the possibility of such liability cannot be excluded.

44
Risk of Uninsured Losses.
While the Fund intends to carry customary comprehensive liability and casualty insurance,
certain disaster insurance (such as earthquake, wind, and flood insurance) may not be available
or may be available only at prohibitive cost. In addition, losses may exceed insurance policy
limits, and policies may contain exclusions with respect to various types of losses or other
matters. Consequently, all or a portion of the Fund’s properties may not be covered by disaster
insurance, and insurance may not cover all losses. Manager, in Manager’s discretion, shall have
the right to elect not to purchase certain coverages for certain risks and/or assets and elect the
Fund to self-insure if, in Manager’s discretion, it is determined that coverage cannot be obtained
on commercially reasonable terms.

Lack of Outside Due Diligence.

Because the Manager and the Fund have elected not to utilize a managing broker-dealer for this
offering, Investors will not have the benefit of an independent due diligence review and
investigation of the type normally performed by an independent underwriter about a registered,
firm commitment offering of securities. Investors will be required to conduct their own due
diligence prior to making a commitment.

Contractors May Underestimate Bids.

The Fund may develop or renovate an asset. If needed, the Fund will hire contractors based on
bids received for the cost of the renovations. The Fund may hire a contractor that underestimates
the material and labor costs, and the property could suffer from cost overruns, which could
adversely affect the value of the investment in the Fund.

Delays in Project May Occur.

The Fund will not realize a profit until the Fund is cash flow positive. Therefore, if there are cost
overruns or multiple unforeseen change orders, the Fund may not realize a return on investment
which could adversely affect Members’ investments.

Low Employment Rates Mean Fewer Buyers for the Property.

If there is a fluctuation in employment rates, the demand for the asset may not be as high as
previously expected or hoped. This could adversely affect the Investors’ investments.

45
RISKS RELATED TO REAL ESTATE PROPERTIES

Tenant Default.
An individual tenant’s default may have a significant impact on the overall financial condition of
an investment, as it will affect cash flow and cause the Fund to incur legal costs and other costs
no likely to be recouped. An unanticipated termination of a lease will also disrupt occupancy. In
light of the current Covid-19 pandemic, there may be an increase in tenant defaults and
vacancies.

Non-Renewal of Leases.
The Fund’s investment will be subject to the risk that, upon expiration, leases may not be
immediately renewed or space re-leased, or the terms of renewal or re-lease, including the cost of
required renovations or concessions may be less favorable than current lease terms. In the event
of any of these circumstances, cash flow from the Fund’s real estate investment and, therefore,
the value of an investment in the Fund would be adversely affected.

FEDERAL INCOME TAX RISKS

Generally, the income tax aspects of an investment in the Fund are complicated. Prospective
Investors should review the discussion herein under the heading “Tax Considerations” and
discuss the applicable tax considerations with their own professional tax advisors familiar with
the Investor’s particular income tax situation and with the income tax laws and regulations
applicable to the Investor and investment partnerships.

The Fund expects to be treated as a partnership for Federal income tax purposes, with the result
that the Investors, and not the Fund, will be taxed on their distributive shares of the Fund’s items
of income and gain. Investors will have this income tax liability even in the absence of cash
distributions and thus may have taxable income and income tax liability arising from their
investments in the Fund in years in which they receive no cash distributions from the Fund. If
this occurs, the tax on such profits will be an out-of-pocket cost of the Investors.

In addition to Federal income taxes, each Investor may incur income tax liabilities under the
State or local income tax laws of certain jurisdictions in which the Fund will operate and/or own
assets, as well as in the jurisdiction of that Investor’s residence or domicile. State and local
income tax laws vary from one location to another, and Federal, State, and local income tax laws
are both complex and subject to change. In addition, special income tax considerations may
apply to qualified employee benefit plans and other tax-exempt entities, as well as to non-U.S.

46
residents.

No assurance can be given that the Fund’s interpretation of the existing Federal income tax laws
and Treasury Regulations for any given year will not be challenged by the Internal Revenue
Service, resulting in an increase in taxable income or a decrease in allowable deductions.

Changes in the Law- Recent Legislation.

In recent years, numerous changes to the Code have been enacted. These changes have affected
marginal tax rates, personal exemptions, itemized deductions, depreciation and amortization
rates, and other provisions of the Code. There can be no assurance that the present federal
income tax treatment of an investment in the Fund will not be adversely affected by future
legislative, judicial or administrative action. Any modification or change in the Code or the
regulations promulgated thereunder, or any judicial decision, could be applied retroactively to an
investment in the Fund. In view of this uncertainty, prospective Investors are urged to consider
ongoing developments in this area and consult their advisors concerning the effects of such
developments on an investment in the Fund, considering their own personal tax situations.

Risk of Audit.
Information returns filed by the Fund are subject to audit by the IRS. An audit of the Fund’s
return may lead to adjustments, in which event the Members may be required to file amended
income tax returns. In addition, any such audit may lead to an additional audit of an Investor’s
income tax return, which may lead to adjustments other than those relating to such Investor’s
investment in the Fund. The costs of such audit and adjustments would be borne by the affected
Members.

Other Potential Tax Risks.

In evaluating an investment in the Fund, a prospective Investor should also consider, in addition
to the above potential tax consequences, the following tax consequences (amongst others): (i) the
possibility that there may be a recapture of depreciation so that upon a sale of Interests, or of a
Fund real estate investment, a portion of the gain may be taxed as ordinary income tax rates; (ii)
the possibility that his or her income tax liability resulting from a sale of a Fund investment
(including a sale or disposition resulting from the foreclosure or other enforcement of a security
interest) or from a sale or other disposition (e.g., by gift) of his or her Interests may exceed his or
her share of the cash proceeds therefrom (whether or not distributed), and to the extent of such
excess, the payment of such income taxes will be an out- of-pocket expense; (iii) the possibility
that in connection with the reduction or compromise of a debt obligation of one or more of the
Fund’s investments, the Investors may be required to recognize debt forgiveness income without
a corresponding distribution; (iv) the possibility of tax liability on the Fund’s current operating

47
income in excess of amounts that the Manager deems advisable to distribute; (v) the possibility
that foreign, State or local income tax treatment may be adverse; (vi) the possibility that there
may be adverse changes in the income tax laws and their interpretation; and (vii) the possibility
that the interest expense of the Fund might not be allowable as a deduction to some or all of the
Investors. Moreover, there is uncertainty concerning certain other of the income tax aspects of an
investment in the Fund, and there can be no assurance that some of the deductions claimed or
positions taken by the Fund may not be successfully challenged by the IRS.

OTHER REGULATORY AND LEGAL RISKS

Federal and State Securities Laws; Absence of Regulation Applicable to the Fund.
The Fund has not registered and will not register this Offering under the Securities Act in
reliance on the exemption provisions of Section 4(a)(2) of the Securities Act and Regulation D
promulgated by the SEC. The Fund also has relied on exemptions from securities registration
requirements under applicable state securities laws. Investors in the Fund, therefore, will not
receive any of the benefits that registration may be deemed to afford. Given the planned nature of
the Fund’s investments, or pursuant to certain available exemptions, the Fund should not be
required to register as an “investment company” under the Investment Company Act of 1940,
and investors in the Fund will not have the protections that may be deemed to be afforded to
investors under such Act.

Liquidity of Interests.
Investors should be aware of the long-term nature of this investment. There is not now and will
not be a public market for the Interests. Because the Interests have not been registered under the
Securities Act or under the securities laws of any State or foreign jurisdiction, the Interests are
“restricted securities” and cannot be resold in the United States except as permitted under the
Securities Act and applicable state securities laws, pursuant to registration thereunder or
exemption from such registration. It is not contemplated that registration of the Interests under
the Securities Act or other securities laws will ever be affected. The Interests may also not be
sold or otherwise transferred without the consent of the Manager and compliance with the
Operating Agreement. Accordingly, an Investor may not be able to liquidate his, her or its
investment in the Fund in the event of an emergency or for any other reason, and an Investor’s
Interests due to the illiquid nature of the Interest and the limitation on transfer may not be
accepted as collateral for loans. Limitations on the transfer of the Interests may also adversely
affect the price that an investor might be able to obtain for Interests in a private sale.

48
 CONFLICTS OF INTEREST

The following is a list of some of the important areas in which the interests of the Management
Company and its Affiliates may conflict with those of the Fund. The Members must rely on the
general fiduciary standards and other duties which may apply to a manager of a limited liability
company to prevent unfairness by any of the aforementioned in a transaction with the Fund. (See
“Fiduciary Responsibility of the Manager” above.)

NON ARMS’-LENGTH COMPENSATION

The Fund or the Management Company will determine in good faith whether or not to enter any
investments in Properties, or to enter into any transaction, on behalf of the LLC. None of the
Management Company’s or its affiliated companies’ compensation described herein was
negotiated at “arms’ length.”

FUND MANAGEMENT NOT REQUIRED TO DEVOTE FULL-TIME

The Manager is not required to devote its capacities full-time to the Fund's affairs. Nevertheless,
the Manager does plan to devote such time to the management of the LLC as the affairs of the
Fund reasonably require.

COMPETITION WITH AFFILIATES OF THE FUND

Although they currently have no intention to do so, there is no restriction preventing the Fund or
any of its affiliates, principals, Members, or management from competing with the Fund by
investing in properties or sponsoring the formation of other investment groups like the Fund to
invest in similar areas. If the Fund or any of its principals were to do so, then when considering
each new investment opportunity, the Fund or such affiliate, principal or manager would need to
decide whether to originate or hold the resulting transaction in the Fund, as an individual or in a
competing entity. This situation would compel the Manager to make decisions that may at times
favor persons other than the Fund. The Operating Agreement exonerates the Fund and its
affiliates, principals and management from any liability for investment opportunities given to
other persons.

OTHER COMPANIES & PARTNERSHIPS OR BUSINESSES

The Management Company and its managers, principals, directors, officers or affiliates may
engage, for their own account or for the account of others, in other business ventures similar to

49
that of the Fund or otherwise, and neither the Fund nor any Member shall be entitled to any
interest therein. As such, there exists a conflict of interest on the part of the Manager because
there may be a financial incentive for the Manager to arrange or originate transactions for private
investors and other mortgage funds. Further, the Manager may be involved in creating other
mortgage or real estate funds that may compete with the LLC.
The Fund will not have independent management and it will rely on the Manager and its
managers, principals, directors, officers and/or affiliates for the operation of the Fund. The
Management Company and these individuals/entities will devote as much time to the business of
the Fund as is reasonably required. The Manager may have conflicts of interest in allocating
management time, services and functions between various existing companies, the Management
Company and any future companies which it may organize as well as other business ventures in
which it or its managers, principals, directors, officers and/or affiliates may be or become
involved. The Manager believes it has sufficient staff to be fully capable of discharging its
responsibilities.

MANAGEMENT COMPANY AND ITS AFFILIATES MAY PROVIDE BROKERAGE SERVICES TO FUNDS AND
PRIVATE INVESTORS

The Management Company is required to devote as much time to the LLC as is necessary to
operate the LLC. As such, the Management Company may devote time to other brokerage
services, private investors, and other entities that may compete with the LLC. As such, there
exists a conflict on the part of the Management Company because there may be a financial
incentive for the Management Company to arrange or originate investments for private investors
and other funds. Members must rely on the Management Company’s fiduciary duty to the LLC
to protect their interests under such circumstances.

Further, the Management Company may be involved in creating other funds that may compete
with the LLC. If both the other fund and the LLC has funds to invest in a property, the
Management Company will be conflicted on whether to offer the property to the LLC or to the
other funds sponsored by the Management Company. The Management Company will decide on
which properties to offer to the LLC or other funds, private investors and other entities based
upon a consideration of all relevant factors, including portfolio diversification and the amount of
un-invested funds.

CONFLICT WITH RELATED PROGRAMS

The Manager and its managers, principals, directors, officers and/or affiliates may cause the
Fund to join with other entities organized by the Management Company for similar purposes as
partners, joint venturers or co-owners under some form of ownership in certain investments or in

50
the ownership of repossessed real property. The interests of the Fund and those of such other
entities may conflict, and the Fund controlling or influencing all such entities may not be able to
resolve such conflicts in a manner that serves the best interests of the Fund.

INVESTMENTS IN THE LLC

The Manager or an Affiliate may elect, in good faith, to invest in the LLC through an acquisition
of Membership Interests through the Offering. There is no limitation on the ability of the
Manager to acquire Membership Interests in the Offering or to participate as a result of its
ownership of Membership Interests as a Member in the LLC.

CREDITOR RELATIONSHIP WITH THE LLC

If the LLC chooses to employ leverage, the LLC may obtain such leverage from the Manager or
an Affiliate. Any such arrangement would render the Manager or Affiliate, as applicable, in the
position of a creditor vis-à-vis the LLC (which would be a debtor as a result of obtaining such
access to leverage). As a creditor, the Management Company or Affiliate may have interests or
views that are contrary to, or otherwise in conflict with, the interests and views of the Members.
While the Manager would nevertheless be expected to exercise its fiduciary duty for Members in
managing the LLC, the Manager would clearly have a conflict from its or its Affiliate’s creditor
relationship with the Fund.

The entry into a credit or leverage relationship between the LLC and the Manager or an Affiliate
will generally be on terms and conditions that are fair and reasonable for all parties, but no
assurance can be given that the LLC could not obtain better terms and conditions or a more
favorable arrangement from an independent third party.

OTHER SERVICES PROVIDED BY THE MANAGEMENT COMPANY OR ITS AFFILIATES

The Management Company or its Affiliates may provide other services to persons dealing with
the LLC. The Management Company or its Affiliates are not prohibited from providing services
to, and otherwise doing business with, the persons that deal with the LLC, the Membership
Interests, or the Members.

SERVICES TO THE LLC

The Management Company may hire Affiliates as service providers, such as contractors, to
perform work or services associated with the Properties and generally the Fund. The

51
Management Company’s decision will not be subject to review by any outside parties. The LLC
may use the services of an Affiliate at a price that is fair and reasonable for all parties, but no
assurance can be given that the LLC could not obtain a better price or overall service
arrangement from an independent third party.

PURCHASE AND SALE OF REAL ESTATE WITH AFFILIATES

In order to facilitate any purchase or sale of real estate, the Management Company may, but is
not required to, arrange a purchase from, or sale to, persons or entities controlled by it (e.g. to
another limited liability company formed by the Management Company for the express purpose
of acquiring properties from lenders such as the LLC). The Management Company will be
subject to conflicts of interest in arranging such affiliated purchases and sales since it may in
effect represent both parties in the transaction. For example, the LLC and a potential buyer will
have conflicting interests in determining the purchase price and other terms and conditions of
sale. The Management Company’s decision will not be subject to review by any outside parties.
The LLC may purchase a property from, or sell a property to, the Management Company or an
Affiliate at a price that is fair and reasonable for all parties, but no assurance can be given that
the LLC could not obtain a better price from an independent third party.

GENERAL INFORMATION

REQUIREMENTS FOR HOLDERS OF LLC INTERESTS

The limited liability company membership interests (the "Units") offered by the Fund will be
offered and sold pursuant to exemptions from registration under the Securities Act of 1933, as
amended, and under state securities laws. The Units will therefore be sold to a limited number of
purchasers who are acquiring such Unit(s) for investment and not with a view to resale. To be
eligible to purchase any Unit, an investor must warrant and represent that he or she is acquiring
the Unit for his or her own account and that the Unit will not be resold without registration under
applicable state and federal securities laws or pursuant to an exemption from such laws. Any
transfer shall be conditioned upon the proposed transferor furnishing the Fund with an opinion of
legal counsel, acceptable to the Fund, relative to compliance with or exemption from such state
and federal laws as may be applicable to such resale. Purchasers acquiring Units hereunder will
be required to execute a Subscription Agreement agreeing to such conditions and restrictions.
(See Attachment C, "Subscription Agreement".)

52
Unitholders have no right to require registration of their Units under state or federal securities
laws, and the Fund does not contemplate such registration now or at a future date. Further, the
requirements for the transfer of Units in accordance with Rule 144 under the Securities Act of
1933 will not be satisfied. Potential investors should therefore review the significance of these
limitations on transfer with their legal and investment counsel.

Generally, potential investors must be "accredited investors" as that term is defined under
Regulation D of the Securities Act of 1933. The Fund will require that each prospective investor
verify that they are accredited investors and make the representations in the Subscription
Agreement in order to ascertain whether such prospective investor meets these requirements. To
preserve the confidentiality of information contained in the verification process, all prospective
investors will be required to obtain verification from EarlyIQ, a third-party compliance company.
All financial information submitted to EarlyIQ will not be released to the Fund or its Manager
without the consent of the applicable investor. The Manager of the Fund reserves the right to
make such inquiries of potential investors as it shall deem appropriate, relative to their purchase
of the Units being offered, and further reserves the right to reject or accept subscription
agreements received pursuant to this offering.

THE COMPANY SHALL INCUR NO LIABILITY NOR BE RESPONSIBLE TO ANY

UNITHOLDER FOR ERRORS OR OMISSIONS MADE IN ANY SUBSCRIPTION
AGREEMENT OR PURCHASER QUESTIONNAIRE SUBMITTED BY A PROSPECTIVE
INVESTOR.

RESTRICTION ON TRANSFER OR ASSIGNMENT OF RIGHTS

There are substantial restrictions on the transfer of Units. The Units are being offered and sold
pursuant to an exemption from registration under the Securities Act of 1933, as amended,
provided by Rule 506(c) of Regulation D promulgated thereunder. The Units are not registered
under the Securities Act of 1933 or under state law. Purchasers of the Units shall not sell, assign,
donate or transfer to any person or entity all or any portion of the Units unless:
1) The Fund has received a favorable opinion of its counsel and/or such evidence as may be
satisfactory to counsel for the Fund to the effect that any such transfer will not be in
violation of the Securities Act of 1933, the rules and regulations promulgated thereunder
or any state securities laws; or
2) The sale of such Units is registered with the Securities and Exchange Commission and
under any applicable state securities laws.

53
The Fund does not contemplate registration of the Units, and the holders of the Units will have
no right to require registration.

ADDITIONAL CONTRIBUTION

If funds in excess of the Fund's available cash resources are required in order to satisfy an
existing monetary obligation or a readily ascertainable impending monetary obligation of the
Fund, or the Manager agrees that the Members should contribute additional capital for any
reason, then, upon receiving written notice of the additional capital required, the Members shall
contribute such additional capital to the Fund, pro rata, within ten (10) days of the receipt of said
notice. Notice shall be in writing, addressed to each member's mailing address, and shall identify
the amount of additional capital required and the date on which such additional capital is due.

If any Member fails to pay to the Fund, when due, any amount that such Member is obligated to
contribute to the Fund), then, as its sole remedy against the Defaulting Member(s), the Fund shall
reduce the Defaulting Member's Membership Interest to the percentage derived from the fraction
in which the numerator is the total capital actually contributed by it to the Fund and the
denominator is the sum of the capital heretofore contributed to the Fund by all Members plus the
total additional capital required pursuant to the notice giving rise to such default. The difference
between a Defaulting Member's Membership Interest prior to the operation of this, and the
Membership Interest obtained by operation of this, shall be allocated to the Members who
contributed their share of the required additional capital. (See Sections 5.2-5.3 of the Operating
Agreement.)

INVESTMENT SUITABILITY

A prospective investor in determining whether the Units are a suitable investment should
consider such investment to be illiquid and should not utilize funds that are required to be
converted into cash in the near term. There will be a limited number of Units sold, and the
transferability thereof will be limited. No public or secondary market will develop for the Units.
The Units have not been registered under the Act and accordingly cannot be resold unless each is
so registered or an exemption from such registration requirement is available, and the consent of
the Manager is obtained. Each investor will be required to acknowledge in writing to the Fund
that he understands that the Fund's Operating Agreement will contain such restrictions and that
his Units may not be resold except in compliance with such registration provisions. The Fund
will not undertake to register the Units for resale under the Act or to issue public information in
such form as to make available the use of Rule 144 under the Act to resell the Units.

54
The primary benefits of an investment in the Fund are expected to be (i) distributions of cash and
(ii) capital appreciation of real estate owned by the Fund. It is the intention of the Manager to
make monthly cash distributions to investors. There is no assurance that the expected benefits
will be achieved by the Fund.

USE OF PROCEEDS
Upon the sale of the Units offered under this Memorandum, proceeds aggregating $1,000,000.00
will be received if the offering is fully subscribed. Proceeds from the sale of the Units will be
used by the Fund for the costs of organizing the Fund and preparing this offering and to acquire
assets for Pipiles LLC, subject to completion by the Fund of satisfactory due diligence, pursuant
to the Agreement of Purchase and Sale of Real Estate, attached as Attachment E. The costs
associated with acquiring this property will include (all amounts approximate and subject to
change):

Asset Purchase Price: $1,731,000.00

Acquisition Fee: $26,660.00
Reserve Account: $0.00
Class E Holder’s Equity ($757,660.00)
Total Equity Offered: $1,000,000.00

The Manager may elect to advance some of these costs. If the Manager so elects, the Fund will
reimburse it from the proceeds of this Offering.

TAX CONSIDERATIONS

PROSPECTIVE INVESTORS SHOULD SEEK THEIR OWN TAX COUNSEL

The following summary of the tax considerations relating to an investment in the Fund is based
upon the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury
Regulations (the "Regulations"), currently published administrative positions of the Internal
Revenue Service (the "Service") and existing judicial decisions. No assurance can be given that
legislative or administrative changes or court decisions may not be forthcoming that would
significantly modify the statements in this summary.

Moreover, a prospective investor should note that the discussion below is necessarily general,
and the applicability or effect of matters discussed below may vary depending on an investor's

55
individual circumstances. It is impractical to comment definitively on all aspects of federal, state,
or local tax law, which may affect each prospective investor with respect to his ownership of a
Unit and participation as a member of the Fund. THEREFORE, EACH PROSPECTIVE
INVESTOR SHOULD SATISFY HIMSELF AS TO THE INCOME AND OTHER TAX
CONSEQUENCES OF HIS PARTICIPATION IN THE COMPANY BY OBTAINING ADVICE
FROM HIS OWN TAX COUNSEL – EACH PROSPECTIVE INVESTOR SHOULD NOT
RELY ON THE TAX INFORMATION IN THIS SECTION. The following discussion, however,
may be useful to a prospective investor with respect to his evaluation of an investment in the
Fund.

MEMBERS, NOT FUND, SUBJECT TO TAX

Under the Code, the Fund, as an entity, is not subject to federal income taxes. The Fund will file
federal partnership information tax returns reporting its operations on the accrual basis for each
calendar year. Each member will report on his federal income tax return his distributive share, as
determined by the Operating Agreement and specified in the federal information return, of
income and losses realized by the Fund, whether or not any cash distributions are made to the
member during the taxable year. Accordingly, a member may be subject to tax on his distributive
share of Fund income whether or not any cash distribution is made to such member. The
characterization of any item of income and loss (as capital gain or ordinary income and as capital
loss or ordinary loss) will be the same to the member as it is to the Fund. A member is generally
entitled to deduct from income his allocable share of any Fund losses to the extent of his basis in
his interest at the end of the Fund year in which such loss occurs.

MEMBER’S BASIS IN MEMBERSHIP INTEREST

The adjusted basis for a member's membership interest is important for several reasons: it
determines the amount of Fund losses, if any, which a member may deduct, the treatment of cash
distributions, and measures the taxable gain or loss on a sale or exchange of such interest.
Generally, each member's tax basis for his interest will be equal to the price paid for his interest,
plus his share of Fund liabilities. Each partner will increase the tax basis of his interest by (i) his
cash contributions to the Fund; (ii) the amount of his allocable share of the Fund's taxable
income and gain; and (iii) any increase in the member's allocable share of Fund liabilities, and
will reduce the tax basis of his membership interest (but not below zero) by (i) the member's
allocable share of the Fund's deductions and losses; (ii) the amount of any distributions of the
Fund to such member; and (iii) any reduction in his allocable share of Fund liabilities. A member
may include in the basis of his interest in the Fund his share of the principal amount of

56
non-recourse indebtedness equal to his allocable share of profits under the Operating Agreement
and his share of the principal amount of recourse indebtedness equal to his allocable share of
Fund losses, but not to exceed the amount of his actual capital contributions credited to him by
the Fund and the total contribution which the member is obligated to make under the terms of the
Operating Agreement.

DEDUCTIBILITY OF LOSSES

The deductibility of losses from passive activities, which include losses from the Fund, is limited
to the income generated from passive activities (exclusive of portfolio income). It would appear
that net income from the Fund would constitute passive income to a member (unless a member
can establish the material participation in the business of the Fund required by the service to
avoid passive treatment) and would be available for offset against passive losses from other
sources, including other limited liability company investments. Credits from passive activities
will generally be allowed only to the extent of the tax attributable to income from passive
activities in succeeding years. In addition, suspended losses from an activity are allowed in full
when the taxpayer disposes of his entire interest in the activity in a taxable transaction. The
passive loss limitation applies to individuals, estates, trusts, and certain closely held corporations.

A member may not deduct from taxable income his share of the Fund's losses to the extent that
such losses exceed the lesser of (a) the adjusted tax basis of his interest at the end of the Fund's
taxable year in which the loss occurs, or (b) the amount the member is considered "at-risk" under
Section 465 of the Code at the end of that year. In general, a member is initially "at-risk" to the
extent of the amount of cash paid for his interest. A member's "at-risk" amount increases or
decreases as his adjusted basis in his interest increases or decreases, except that only
non-recourse financing, except in special circumstances, does not increase the "at-risk" amount.
Losses disallowed to a member as a result of these limitations will carry forward and will be
allowable to a member to the extent that his adjusted basis or "at-risk" amount (whichever was
the limiting factor) is increased. The "at-risk" limitation applies to an individual member, a
shareholder of a corporate member that is an electing S corporation, and a corporate member if
fifty percent (50%) or more of the value of its stock is owned directly or indirectly by five or
fewer individuals.

UNRELATED BUSINESS TAXABLE INCOME

The Fund's activities would probably cause Investors who are tax-exempt entities (including
pension plans, 401 (k) plans, IRAs, etc.) to realize and be taxed on unrelated business taxable

57
income ("UBTI"). For example, since the Fund intends to leverage its properties, a portion of the
income or gain attributable to such properties will be debt-financed income and consequently
taxed as UBTI. Also, any gains attributable to property deemed held primarily for sale in the
ordinary course of business will constitute UBTI. The rules applicable to UBTI are complex, and
their application to certain types of transactions is uncertain. Members that are otherwise exempt
from state and local income taxes may be subject to such taxes on their share of the Fund's
UBTI. Investment in the Fund by tax-exempt entities, including pension funds, may require a
portion of the assets of the Fund to be depreciated for Federal income tax purposes over a longer
period of time than would otherwise be applicable. Accordingly, prospective Investors who are
tax-exempt should consider the effect of UBTI on an investment in the Fund.

TAX CONSIDERATIONS DISCLAIMER

THE FOREGOING ANALYSIS CANNOT BE AND IS NOT INTENDED AS A SUBSTITUTE

FOR CAREFUL TAX PLANNING. CERTAIN OF THE TAX ASPECTS OF THE OFFERING
WILL NOT BE THE SAME FOR ALL INVESTORS. EACH PROSPECTIVE INVESTOR IS
URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR OWN
TAX SITUATION AND THE EFFECTS OF THEIR INVESTMENT AS TO FEDERAL,
STATE, AND LOCAL TAXES. THIS OFFERING MEMORANDUM MAKES NO ATTEMPT
TO SUMMARIZE THE STATE AND LOCAL TAX CONSEQUENCES TO A MEMBER.

ADDITIONAL INFORMATION

FORWARD-LOOKING STATEMENTS

This Memorandum contains forward-looking statements and forecasts concerning the Fund’s
plans, intentions, strategies, expectations, predictions, and financial forecasts concerning their
future investment activities and results of operations and other future events or conditions. These
statements and forecasts are based on the views and opinions of the Manager. For this purpose,
any statements contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing, words such as
“believes,” “may,” “will,” “could,” “intends,” “estimate,” “might,” or “continue” or the negative
or other variations thereof or comparable terminology are intended to identify forward-looking
statements. Additionally, certain sections of this Memorandum, such as “Risks of Investment,”

58
may contain such forward-looking statements, even though such modifying terminology is
absent.

It is important to note that the Fund’s actual results or activities or actual events or conditions
could differ materially from those estimated or forecasted in such forward-looking statements
due to a variety of factors, some of which may be beyond the control of the Fund or the Manager.
See “Risks of Investment” for a discussion of certain other factors that could cause the Fund’s
actual results or activities or actual events or conditions to differ from those anticipated.
Although estimates and assumptions concerning the growth of the portfolio are believed by
Manager to be reasonable, such estimates and assumptions are uncertain and unpredictable. To
the extent that actual events differ materially from the Manager’s assumptions and estimates,
actual results will differ from those forecasted.

These statements include, among other things, statements regarding the Fund’s intent, belief, or
expectations with respect to:
● the type and quality of the properties the Fund may acquire;
● the target returns, internal rate of return, multiple and distributions to Members; and
● the markets in which the Fund may acquire and operate real estate.

Members should not rely on forward-looking statements because they involve known and
unknown risks, uncertainties, and other factors which are, in some cases, beyond the Fund’s
control and may cause its actual results, performance, or achievements to differ materially from
anticipated future results, or the performance or achievements expressed or implied by such
forward-looking statements.
Among the important factors that could adversely affect the Fund’s performance are:
● changes in general economic conditions;
● changes in government policies or tax rates;
● the Fund’s ability to acquire and operate suitable properties;
● changes in financial markets and interest rates;
● the effect of increased or unexpected competition; and
● each of the other matters described in the “Risks of Investment” sections of this
Memorandum.

While forward-looking statements in this Memorandum reflect the Fund’s estimates and beliefs,
they are not guarantees of future performance. The Fund does not promise to update any
forward-looking statements to reflect changes in the underlying assumptions or factors, new
information, future events, or other changes.

59
FUND FINANCIAL STATEMENTS AND REPORTS

The Fund's fiscal year will be the calendar year, and the Fund will maintain its books and
accounts on a cash basis. All Members will be provided with a statement of income and a
balance sheet semi-annually and within 75 days of the end of the fiscal year necessary tax
information and tax returns, prepared by the Fund's accountant. Any material matters will be
reported as they occur.

The books and records of the Fund will be maintained at its principal office and will be available
upon reasonable notice for inspection by any Member or a representative of the Members,
reasonable hours during the business day.

CAPITALIZED TERMS

Capitalized terms not defined herein have the meanings ascribed to such terms in the Fund’s
Operating Agreement governing the respective rights and obligations of the Members and
Manager of the Fund and the Interests issued thereunder (the “Operating Agreement”).

LITIGATION

There is no litigation pending or threatened against the Fund. The Manager believes that there is
no litigation pending or threatened, which might materially adversely affect the benefits of
ownership of real estate by the Fund.

NOTICE TO INVESTORS

Copies of this offering package will be delivered to all prospective investors, and the Fund
undertakes that it will make available for review by prospective investors and their respective
counsel, advisors, and representatives, all information reasonably requested by them and in the
Fund's possession or accessible to it without unreasonable effort or expense.

The Interests have not been approved or disapproved by the United States Securities and
Exchange Commission (the “SEC”) or by the securities regulatory authority of any State or
foreign jurisdiction, and neither the SEC nor any such authority has passed upon the accuracy or
adequacy of this Memorandum nor is it intended that the SEC or any such authority will do so.
The Interests have not been and will not be registered under the United States Securities Act of

60
1933, as amended (the “Securities Act”), or the securities laws of any State or foreign
jurisdiction and may be sold only in transactions exempt from the registration requirements of
such laws under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the
Securities Act, and only to persons meeting the definition of “Accredited Investor” under
Regulation D. The Interests may not be resold except under limited circumstances in compliance
with applicable laws and other restrictions described herein.

Furthermore, the Fund will not be registered as an investment company under the Investment
Fund Act of 1940 (the “1940 Act”) because the Fund does not meet the definition of “investment
company” provided in the 1940 Act. In addition, neither the Fund nor its affiliates will be
registered as an investment advisor under the Investment Advisers Act of 1940. Consequently,
Investors will not be afforded many of the protections available to investors under those laws and
regulations.

Any projections or other estimates in this Memorandum, including estimates of returns or

performance, are forward-looking statements and are based upon certain assumptions that the
Fund and the Manager consider to be reasonable. Other events, which were not considered, may
occur and may significantly affect performance. Any assumptions, projections, or estimates
should not be construed to be indicative of the actual events that will occur. Actual events are
difficult to predict and depend upon factors that are beyond the Fund’s control. Certain
assumptions have been made to simplify the presentation and, accordingly, actual results will
differ and may differ significantly from those presented. Some important factors which could
cause actual results to differ materially from those projected or estimated in any forward-looking
statements include, but are not limited to, the following: changes in interest rates and financial,
market, economic or legal conditions. In addition, the degree of risk may be increased because of
the leveraging of the Fund’s investments. These and other risks are described under “Risks of
Investment” and elsewhere in this Memorandum, in each case, which Investors are urged to read
and consider prior to investing in the Interests. Accordingly, there can be no assurance that
targeted returns or projections will be realized. Such targeted returns and projections should be
viewed as hypothetical and do not represent the actual returns that will be achieved by an
Investor. Investors should conduct their own analysis, using such assumptions as they deem
appropriate, and should fully consider other available information, including the information
described in “Risks of Investment,” in making an investment decision. Due to the numerous risks
inherent in the investment, investors must be prepared to bear the economic risk of their
investment for an indefinite period and be able to withstand a total loss of their investment.

Investors should bear in mind that past performance is not necessarily indicative of future results,
and there can be no assurance that the Fund will achieve results comparable with similar funds’

61
past performance or results comparable with the performance of other funds managed by the
Manager.
There is no public market for Interests, and no such market is expected to develop in the future.
The Interests may not be resold or transferred (i) except as permitted under the Operating
Agreement, and under the Fund’s subscription agreement, and (ii) unless such resale is made in
accordance with an exemption from the registration requirements of applicable securities laws.

The Interests are also subject to further restrictions on transfer described herein. Because of such
restrictions, it is unlikely that a secondary trading market for Interests will ever develop, and
Investors will bear the risk of their investments for an indefinite period. Investors should note
their limited withdrawal and governance rights described in the Operating Agreement.

The Fund will also provide investors with the opportunity to ask questions and receive written
answers concerning the terms and conditions of the Offering or necessary to verify the accuracy
or evaluate the information provided herein, provided that such answers can be provided without
unreasonable effort or expense on the part of the Fund. The Fund authorizes no such answers or
information unless furnished or approved in writing by the Manager.

Any questions or requests for additional information should be directed to:

Kamehameha Capital LLC

171 Green Meadows Drive S.,
Lewis Center OH 43035

62
 ​OPERATING AGREEMENT

OF

PIPILES LLC

AN OHIO LIMITED LIABILITY COMPANY

 OPERATING AGREEMENT
OF

PIPILES LLC

Operating Agreement of PIPILES LLC

1
 OPERATING AGREEMENT
OF

PIPILES LLC

This Operating Agreement (Agreement) of Pipiles LLC, a Ohio limited liability company
(Company), is made by the Members to provide for the governance and operations of the
Company and the rights and obligations of each Member regarding the Company. This
Agreement is effective on the date of the last signature of any party to this Agreement (including
any Managers) and will apply to any Additional Members admitted in accordance with its terms.
In consideration of the mutual promises in this Agreement, the parties to this Agreement agree to
be legally bound by its terms.

ARTICLE 1
ORGANIZATIONAL MATTERS

SECTION 1.01 COMPANY FORMATION

The Company became a limited liability company under the laws of the State of Ohio, and
specifically under the Ohio Revised Limited Liability Company Act, upon filing the Articles of
Organization as required by the Ohio Revised Limited Liability Company Act.
SECTION 1.02 COMPANY’S NAME
The Company’s name is Pipiles LLC. The Manager may change the name of the Company,
subject to the terms of this Agreement and Applicable Law.
SECTION 1.03 COMPANY’S PURPOSE
The Company’s purpose is to engage in any lawful act or activity for which limited liability
companies may be formed under the Act and all activities necessary or incidental to that purpose.
The Company has all the powers necessary or convenient to carry out its purposes, including the
powers granted by the Act.
SECTION 1.04 COMPANY’S PRINCIPAL OFFICE AND LOCATION OF RECORDS
The street address of the principal office in the United States where the Company maintains its
records is 171 Green Meadows Drive S., Lewis Center OH 43035.
SECTION 1.05 AGENT FOR SERVICE OF PROCESS AND REGISTERED OFFICE
The Company’s initial Agent for Service of Process is Kamehameha Capital LLC, and the
Company’s initial registered office is located at 171 Green Meadows Drive S., Lewis Center OH
43035.
SECTION 1.06 COMPANY’S TERM
The Company’s duration is perpetual. The Company began on the date the Articles of
Organization were filed with the Ohio Secretary of State and will continue until terminated or
dissolved as provided in this Agreement.

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SECTION 1.07 NO PARTNERSHIP INTENDED FOR NON-TAX PURPOSES
The Members have formed the Company as a limited liability company under the Act and do not
intend to form a partnership under any partnership or limited partnership act. The Members do
not intend to be partners with each other or with any Third Party other than for federal and state
income tax purposes. If any Member represents to another person that the Member or any other
Member is a partner or that the Company is a partnership, the Member making the wrongful
representation will be liable to any other Member who incurs personal liability because of the
erroneous representation.

ARTICLE 2
TAX MATTERS

SECTION 2.01 TAXATION AS A PARTNERSHIP

The Members intend to establish an entity that is subject to federal and state income taxation as a
partnership. Unless the Voting Members elect not to be treated as a partnership for federal
income tax purposes, the federal income tax basis of a Member’s Interest and all other matters
relating to the distributive share and taxation of items of income, gain, loss, deduction,
depreciation, and credit will be as established by Code Subchapter K.
SECTION 2.02 COMPANY REPRESENTATIVE
The Company must designate a Member with a substantial presence in the United States to serve
as the Company representative within the meaning of Code Section 6223 (Company
Representative). The Company Representative must be a Member. The Company
Representative has the sole authority to act on behalf of the Company in connection with Internal
Revenue Service audits and adjustments. Kamehameha Capital LLC is designated to serve as
the Company Representative. If Kamehameha Capital LLC is or becomes unwilling or unable to
serve for any reason, the Manager shall promptly appoint a Voting Member to serve as Company
Representative in accordance with Code requirements.
(a) Obligations and Discretion as to Tax Matters
The Company Representative shall notify all of the Members upon receipt of any notice
regarding any examination by any federal, state, or local authority about the Company’s tax
compliance. The Company Representative must obtain the approval of a Majority Vote of
the Members before taking any binding action in connection with any Internal Revenue
Service proceeding. Upon obtaining this approval, the Company Representative may:
● determine whether to contest any proceedings, how to pursue any proceedings,
and whether and on what terms to settle any dispute with the Internal Revenue
Service;
● select the forum for any tax disputes involving the Company; and
● extend the statute of limitations for assessing tax deficiencies against the
Members with respect to adjustments to the Company’s federal, state, local, or
foreign tax returns.

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 (b) Company Representative to Preserve Tax Classification
Unless the Voting Members elect not to be treated as a partnership for federal income tax
purposes, the Company Representative shall take all reasonable steps necessary to classify
the Company as a partnership for tax purposes under the Code and Treasury Regulations.
The Company Representative shall prepare and file any forms necessary or appropriate to
classify the Company as a partnership for tax purposes under the laws of any jurisdiction in
which the Company transacts business.
SECTION 2.03 ELECTION UNDER CODE SECTION 6221(B)
The Company may elect for Code Section 6221(b) to apply for any taxable year that the
Company meets the requirements to elect out of Company-level treatment under Code Section
6221(b). The election must be made with a timely filed return for that taxable year. The election
must include the name and taxpayer identification number of each Member. The Company must
notify each Member of the election in the manner prescribed by the Secretary of Treasury.
SECTION 2.04 CONSISTENT TREATMENT
Each Member shall, on the Member’s income tax return, treat each item of income, gain, loss,
deduction, or credit attributable to the Company in a manner consistent with the treatment of the
income, gain, loss, deduction, or credit on the Company income tax return.
SECTION 2.05 ADJUSTMENT IN FUTURE TAX YEARS
If any tax proceeding results in adjustment in the amount of any item of income, gain, loss,
deduction, or credit of the Company—or any Member’s distributive share thereof—for a prior
year, the Company may take corrective action. If the Company elects to apply Code Section
6226 within 45 days from the date of the notice of final partnership adjustment, the Company
may issue the statement described in Code Section 6226(a)(2) to the Internal Revenue Service
and to each Member that held an interest in the year in question. The statement must describe
the Member’s share of any adjustment to income, gain, loss, deduction, or credit (as determined
in the notice of final partnership adjustment issued by the Internal Revenue Service). Upon
receipt of the statement, each Member must take the adjustments described on the statement into
account as provided in Code Section 6226(b).
Alternatively, the Company may require each Member that held an interest in the Company
during the prior year to file an amended tax return reporting the Member’s distributive share of
the tax adjustments and to pay any taxes resulting from the adjustments in accordance with Code
Section 6225(c). Each Member must submit the amended returns and pay all related taxes not
later than 270 days from the date on which the notice of a proposed partnership adjustment is
mailed to the Company.
This Section and the Member’s obligations under Section 2.04 survive the Company’s
termination, dissolution, liquidation, and winding up and the Member’s withdrawal from the
Company or transfer of its Interest.
SECTION 2.06 TAX ELECTIONS
The Voting Members have the authority to make all Company elections for federal, state, and
local income tax matters permitted under the Code as provided in Section 10.04. Each Member

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consents to any election and shall sign any documentation necessary to give effect to any
elections.
SECTION 2.07 CHANGING TAX CLASSIFICATION
Any decision to change the tax classification of the Company from partnership to a corporation
requires approval in accordance with Section 10.04.
SECTION 2.08 LEGAL AND ACCOUNTING COSTS FOR TAX MATTERS
The Company shall pay all legal and accounting costs associated with any Internal Revenue
Service proceeding regarding the Company’s tax returns.

ARTICLE 3
MEMBERS’ INTERESTS

SECTION 3.01 MEMBERS’ INTERESTS IN THE COMPANY

​The Members’ interests in the Company are represented by Interests, which may be divided into
Voting and Non-Voting Interests. Members may own Class A Interests (Non-Voting Interests),
Class B Interests (Non-Voting Interests), Class C Interests (Non-Voting Interests), Class D
Interests (Non-Voting Interests), or Class E Interest (Voting Management Interests). Except as
otherwise provided in this Agreement, Class A, Class B, Class C and Class D have the same
rights and obligations concerning ownership rights, but different rights and obligations
concerning voting rights, liquidation, and distribution rights.
SECTION 3.02 SCHEDULE OF MEMBERS
​ he Manager shall maintain a schedule of all Members and the percentage and type of Interests
T
held by them (Schedule of Members). The Manager shall update the Schedule of Members upon
the issuance or transfer of any Interests to any new or existing Member. The Schedule of
Members as of the execution of this Agreement is attached as Schedule A. Should a Class A
Member , Class B Member, Class C Member, or a Class D Member wish a copy of an updated
Schedule of Members, in the interest of Member privacy, any identifying information and
amounts shall be redacted by Manager except for the requesting Member.
SECTION 3.03 INTERESTS CERTIFICATION
The Company may issue certificates to the Members representing the Interest held by each
Member. If the Company issues certificates representing a Member’s Interest in accordance with
this Section, then in addition to any other disclosure, legend, or information required by
Applicable Law, all certificates representing issued and outstanding Interests must include a
Securities Law Disclosure substantially in the following form:
THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
THE OPERATING AGREEMENT AMONG THE COMPANY AND ITS
MEMBERS, A COPY OF WHICH IS ON FILE AT THE COMPANY’S
PRINCIPAL OFFICE. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION, OR OTHER DISPOSITION OF THE INTEREST
REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN

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 ACCORDANCE WITH THE PROVISIONS OF THE OPERATING
AGREEMENT.
THE INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT
BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, OR
OTHERWISE DISPOSED OF EXCEPT UNDER A REGISTRATION
STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS OR UNDER AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
SECTION 3.04 VALUING COMPANY AND INTERESTS
For all purposes of this Agreement, the value of the Company as an entity and of Interests will be
their respective Fair Market Values.
SECTION 3.05 ADJUSTMENT FOR NON PRO RATA CONTRIBUTIONS AND DISTRIBUTIONS
Interests will be adjusted from time to time to account for non pro rata additional Capital
Contributions by the Members. If non pro rata Capital Contributions are made, the adjustment
to each Member’s Interest will be determined by dividing the Capital Account of each Member
by the aggregate of the then existing Capital Accounts, after adjusting the Members’ Capital
Accounts as provided in Article Five.
To determine the respective voting rights of the Voting Members, adjustments to Voting Interests
of the Voting Members resulting from non pro rata Capital Contributions will be effective the
first day of the month immediately following the date of the Capital Contribution.
SECTION 3.06 ADMITTING NEW MEMBERS
Subject to the requirements of Article Fourteen, Additional Members may be admitted when the
Company issues new Interests or a Member transfers its Interest. Upon compliance with Article
Fourteen, a person will be admitted as an Additional Member, listed as such on the Company’s
books, and issued the Interest. The Manager shall adjust the Capital Accounts of the Members as
necessary under Article Five.
The Manager may adopt and revise rules, conventions, and procedures as the Manager
determines appropriate regarding the admission of Additional Members to reflect the Interests at
the end of the calendar year in accordance with the Members’ intentions.
SECTION 3.07 TRANSFERABILITY OF INTEREST
The transferability of each Member’s Interest is restricted by Article Fourteen.

ARTICLE 4
CAPITALIZATION

SECTION 4.01 INITIAL CAPITAL CONTRIBUTIONS

As their initial Capital Contributions to the Company, the Members will contribute all of their
right, title, and interest in and to the property described in each Member’s executed Subscription
Agreement and on the Schedule of Members. The Members agree that the property described on

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the Schedule of Members has the Fair Market Value (net of liabilities assumed or taken subject to
or by the Company) listed opposite the described property.
SECTION 4.02 DOCUMENTING ADDITIONAL CAPITAL CONTRIBUTIONS
After any Member makes a Capital Contribution other than those described in Section 4.01, the
Company shall promptly file one or more documents in its records showing that the Member has
made the Capital Contribution. These documents may include photocopies of cancelled checks,
documentary evidence of bank transfers, or photocopies of executed bills of assignment.
SECTION 4.03 VALUATION OF CONTRIBUTIONS
The Fair Market Value of any property other than cash or publicly-traded securities to be
contributed as a Capital Contribution will be as determined by the Manager at the time of the
Capital Contribution. If the contributing Member and a Majority Vote of the Voting Members
fail to agree, a disinterested Qualified Appraiser selected by the Manager may determine the Fair
Market Value of any contributed property.
SECTION 4.04 VOLUNTARY ADDITIONAL CAPITAL CONTRIBUTIONS
The Members may make voluntary Capital Contributions to the Company. Any voluntary
Capital Contribution must be pro rata, based upon the respective Interests of the Voting
Members, unless otherwise agreed by a Majority Vote of the Voting Members. Consent to a non
pro rata Capital Contribution must be in writing.
SECTION 4.05 RESERVED

SECTION 4.06 RESERVED

ARTICLE 5
CAPITAL ACCOUNTS

SECTION 5.01 ESTABLISHING AND MAINTAINING CAPITAL ACCOUNTS

A Capital Account will be established for each Member and will be maintained at all times
during the Company’s existence in compliance with the Code and Treasury Regulations. Each
Member’s Capital Account will be created with an initial credit equal to the Fair Market Value of
the property contributed by the Member in exchange for the Member’s interest in the amount
described on the Schedule of Members. Each Capital Account will be maintained according to
the following provisions.
(a) Credits to Member’s Interest
Each Member’s Interest will be credited with the Fair Market Value of the Member’s Capital
Contribution, the Member’s distributive share of profits, and the amount of any Company
liabilities that are assumed by the Member.
(b) Debits to Member’s Interest
Each Member’s Capital Account will be debited the amount of cash and the Fair Market
Value of any property distributed to the Member under this Agreement, the Member’s share

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 of losses, and the amount of any liabilities of the Member that are secured by any property
contributed by the Member to the Company.
(c) Assumption of Liability
As provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(c): Any unsecured liability the
Company assumes will be treated as a distribution of money to the Member, and the Manager
shall adjust the Member’s Capital Account accordingly. Any unsecured liability of the
Company a Member assumes will be treated as a cash Capital Contribution to the Company.
The amount of any liability assumed under this provision will be determined according to
Code Section 752(c).
(d) Non-Cash Distribution Adjustments
If noncash assets are distributed to a Member, the Manager shall adjust the Capital Accounts
of the Members to reflect the hypothetical book gain or loss that would have been realized by
the Company if the distributed assets had been sold at Fair Market Value in a cash sale.
(e) Adjusting the Fair Market Value on Transfer of Interest
If an existing or new Member acquires an Interest from the Company, the Manager shall
adjust the Capital Accounts of the Members to reflect Fair Market Value of all properties
held by the Company.

SECTION 5.02 ADJUSTMENT FOR COMPANY’S CONSTRUCTIVE TERMINATION

If the Company is constructively terminated under Code Section 708, the Manager shall adjust
the Members’ Capital Accounts to reflect Fair Market Value of all properties held by the
Company as required by Treasury Regulation Section 1.704-1(b)(2)(iv)(b).
SECTION 5.03 REVALUATION ADJUSTMENT
The Manager shall adjust the Members’ Capital Accounts to reflect any revaluation of Company
property (including intangible assets such as goodwill) under this Section.
(a) Adjustment Based on Fair Market Value
Any revaluation adjustment to a Member’s Capital Account is based on the Fair Market
Value of Company property on the date of the adjustment (taking into account Code Section
7701(g)).
(b) Adjustment for Unrealized Items
The Manager shall adjust the Members’ Capital Accounts to reflect the manner in which any
unrealized income, gain, loss, or deduction inherent in the Company’s property (to the extent
that it has not been previously reflected in the Members’ Capital Accounts) would be
allocated among all the Members if there were a taxable disposition of this property for Fair
Market Value on the adjustment date.
(c) Events Triggering Revaluation Adjustment
Without limiting the events that trigger the application of this Section, this Section will be
triggered by the Company’s liquidation, an in-kind distribution Company property, a Capital
Contribution (other than a de minimis amount) as consideration for an Interest, a distribution
(other than a de minimis amount) by the Company to a retiring or continuing Member as

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 consideration for an Interest, or the termination of the Company for federal income tax
purposes within the meaning of Code Section 708(b)(1)(B).
SECTION 5.04 NO INTEREST OR RETURN OF CAPITAL
Despite any other provision of this Agreement, no Member is entitled to any interest on its
Capital Account or Interest or on the Member’s Capital Contribution. No Member may demand
or receive the return of all or any portion of the Member’s Capital Account, Interest, or Capital
Contribution.
SECTION 5.05 POWER TO MODIFY CAPITAL ACCOUNT PROVISIONS
If, in the Manager’s reasonable judgment, the modification is not likely to have a material effect
on the amounts distributable to any Member under this Agreement, the Manager may modify the
way the Capital Accounts are computed to comply with Treasury Regulation Section 1.704-1(b).
The Manager shall make all necessary and appropriate adjustments to maintain equality between
the Members’ Capital Accounts and the amount of Company Capital reflected on the Company’s
balance sheet as computed for book purposes under Treasury Regulation Section
1.704-1(b)(2)(iv)(g), relating to adjustments to Book Value.
SECTION 5.06 NEGATIVE CAPITAL ACCOUNTS
If the Company or a Member’s Interest is liquidated, no Member will be required to restore a
deficit in his or her Capital Account.
SECTION 5.07 ASSIGNMENT OF CAPITAL ACCOUNT
Except as otherwise required by the Code or Treasury Regulations, if any Interest is assigned or
treated as having been assigned under this Agreement, the Assignee will be treated as having
made all of the Capital Contributions and as having received all of the distributions of the
Assignor. The Assignee will succeed to the Capital Account of the Assignor to the extent that it
relates to the assigned Interest. If the assignment of Interest causes a termination of the
Company under Code Section 708(b)(1)(B), the Capital Account that carries over to the
Assignee will be adjusted according to Treasury Regulation Section 1.704-1(b)(2)(iv)(e).
SECTION 5.08 TREATMENT OF LOANS FROM MEMBERS
Loans by any Member to the Company are not Capital Contributions and do not affect the
maintenance of the Member’s Capital Account.

ARTICLE 6
ALLOCATIONS

SECTION 6.01 ALLOCATING NET PROFITS

After making the allocations set forth in Section 6.03, the Company shall allocate all net profits
as follows:
(a) First Allocation of Net Profits
First, to the Members in proportion and to the extent of the net losses previously allocated
under Section 6.02(c) until each Member has been allocated net profits under this Section

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 7.01(a) equal to the amount of net losses previously allocated to each Member under Section
6.02(c).
(b) Second Allocation of Net Profits
Second, to the Members in proportion and to the extent of the net losses previously allocated
under Section 6.02(b) until each Member has been allocated net profits under this Error!
Reference source not found. equal to the amount of net losses previously allocated to each
Member under Section 6.02(b).
(c) Third Allocation of Net Profits
Third, to the Members in proportion and to the extent of the net losses previously allocated
under Section 6.02(a) until each Member has been allocated net profits under this Subsection
Section 6.01(c) equal to the amount of net losses previously allocated to each Member under
Section 6.02(a).
(d) Residuary Allocation of Net Profits
Thereafter, to the Members in proportion to their Interests.
SECTION 6.02 ALLOCATING NET LOSSES
After making the allocations set forth in Section 6.03, the Company shall allocate all net losses
as follows:
(a) First Allocation of Net Losses
First, to the Members in proportion and to the extent that the amount of net profits allocated
to the Members under Section 6.01(c) and Section 7.01(b) exceeds the distributions received
by the Members under Article Seven plus the net losses previously allocated to the Members
under this Section 6.02(a).
(b) Second Allocation of Net Losses
Second, to the Members in accordance with the positive balances in their Capital Accounts
until the Capital Account of each Member is reduced to zero.
(c) Residuary Allocation of Net Losses
Thereafter, to the Members in proportion to their Interests.
SECTION 6.03 SPECIAL AND REGULATORY ALLOCATIONS
The Manager shall make the following special and regulatory allocations.
(a) Losses
No losses will be allocated to a Member under Section 6.02 that would cause the Member to
have an Adjusted Capital Account Deficit at the end of any fiscal year. Any losses not
allocated to a Member due to this limitation must be specially allocated to the Members with
positive Capital Account balances in proportion to their respective Capital Account balances
until all such Capital Account balances have been reduced to zero, and any remainder will be
allocated to the Members in proportion to their respective Interests.
(b) Allocations Related to Contributed Property
For any property contributed to the capital of the Company, the Manager shall allocate
income, gain, loss, and deductions among the Members under Code Section 704(c) to
account for any variation between the adjusted basis of the property to the Company for

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federal income tax purposes and its Fair Market Value on the date of the Capital
Contribution. If the Manager adjusts the Fair Market Value of any Company asset, then in
making subsequent allocations of income, gain, loss, and deductions regarding that asset, the
Manager shall account for any variation between the adjusted basis of the asset for federal
income tax purposes and the asset’s Fair Market Value in the same manner provided under
Code Section 704(c).
(c) Member Non-Recourse Deduction Allocations
The Manager shall allocate all Member Non-Recourse Deductions for each Taxable Year to
the Member or Members who bear the economic risk of loss regarding the Member
Non-Recourse Debt to which any Member Non-Recourse Deductions are attributable. The
ratio reflects the Member’s economic risk of loss and complies with Treasury Regulation
Section 1.704-2(i)(1).
(d) Company Minimum-Gain Chargeback
If the Company Minimum Gain has a net decrease during any Company Taxable Year, the
Manager shall allocate items of Company income and gain for the year (and, if necessary, for
any subsequent years) in proportion to the respective amounts required to be allocated to
each Member under Treasury Regulation Section 1.704-2(f) and (g). This provision is
intended to comply with the minimum-gain chargeback requirement of Treasury Regulation
Section 1.704-2.
To the extent permitted by Treasury Regulation Section 1.704-2 and for purposes of this
provision only, the Manager shall determine any deficit in each Member’s Capital Account
before any other allocations under this Article with regard to the Taxable Year and without
regard to any net decrease in Member Minimum Gain during the Taxable Year.
(e) Member Minimum-Gain Chargeback
If the Member Minimum Gain has a net decrease attributable to Member Non-Recourse Debt
during a Taxable Year after the Manager computes and accounts for Company
Minimum-Gain Chargeback above, the Manager shall allocate items of income and gain for
that year (and, if necessary, for any subsequent years) to any Member who has a share of the
Member Minimum Gain attributable to that Member’s Non-Recourse Debt at the beginning
of the year. The amount and proportions of the allocations must satisfy Treasury Regulation
Section 1.704-2(i).
(f) Qualified Income Offset
If any Member unexpectedly receives any adjustments, allocations, or distributions described
in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), the Manager shall allocate
items of Company income and gain to the Member to eliminate any deficit in the affected
Members’ Capital Accounts to the extent required by Treasury Regulations as quickly as
possible. The Manager shall make an allocation under this provision only to the extent that
an affected Member would have a remaining Capital Account deficit after all other
allocations under this Article have been computed.
This provision is intended to comply with the qualified income offset requirement of
Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(3).

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(g) Gross Income Allocation to Restore Capital Account Deficit
If any Member has a Capital Account deficit at the end of any Company Taxable Year that
exceeds the sum of the amount the Member is obligated to restore under this Agreement and
the amount the Member is obligated to restore under the Treasury Regulations, then the
Manager shall allocate items of Company income and gain in the amount of the excess as
quickly as is practicable. The Manager shall make an allocation under this provision only to
the extent that an affected Member would have a remaining Capital Account deficit after all
other allocations under this Article have been computed.
(h) Allocation from Disposition of Property Not Revalued
If properties of the Company are not revalued under Treasury Regulation Section
1.704-1(b)(2)(iv)(f) and the Capital Accounts of the Members are not adjusted accordingly
upon the admission of a Member or the liquidation of Interest, the Manager shall allocate
gain or loss recognized upon the sale or other disposition of Company property among the
Members. This allocation must take into account the variation between the adjusted basis of
the property and the property’s Fair Market Value on the date the Member was admitted or
the Interest was liquidated, as the case may be, under Code Section 704(c).
(i) Allocation Related to Adjustments in Tax Basis
If Code Section 734(b) or 743(b) requires an adjustment to the adjusted tax basis of any
Company asset, Treasury Regulation Section 1.704-1(b)(2)(iv)(m) must be taken into
account in determining the Capital Accounts. The amount of the adjustment to the Capital
Accounts must be treated as an item of gain (if the adjustment increases the asset’s basis) or
loss (if the adjustment decreases the asset’s basis). The Manager shall allocate this gain or
loss to the Members consistent with Treasury Regulation Section 1.704-1.
(j) Allocation Related to Capital-Event Adjustments
If the gross Book Value of any asset of the Company is increased or decreased for special
events, the Manager shall allocate gain or loss as required for Capital Account purposes. The
Manager shall take into account any difference between the asset’s adjusted basis for federal
income tax purposes and the asset’s gross Book Value for any later allocations of income,
gain, loss, or deductions regarding any adjusted asset.
(k) Allocation Consistent with Distributions
The Manager shall allocate net profits and net losses in a manner consistent with:
● the requirements for distributions of cash described elsewhere in this Agreement;
● the requirements for distribution of assets upon its dissolution and winding up in
accordance with Capital Account balances as specified in the procedures
described below; and
● the requirements of applicable Regulations under Code Section 704(b).
(l) Allocations to Comply with Regulations and Intentions of Members
The allocations of net income, gains, net losses, and deductions set forth in this Agreement
are intended to comply with Treasury Regulation Section 1.704-1(b), Treasury Regulation
Section 1.704-1(b)(4)(iv), and Treasury Regulation Section 1.704-2, and are intended to have
substantial economic effect within the meaning of those Regulations.
The allocations could be inconsistent with the Members’ intentions. Accordingly, the
Manager is authorized to allocate net profits, net losses, and other economic items among the

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 Members to prevent the allocations from distorting the manner in which distributions are
intended to be divided among the Members under this Article. In general, the Members
anticipate that these allocations will be accomplished by specially allocating other net profits,
net losses, and items of income, gain, loss, and deductions among the Members so that the
net amount of the allocations and any special allocations to the Member is zero. If, for any
reason, the Manager determines that the allocation provisions of this Agreement are unlikely
to be recognized for federal income tax purposes, the Manager may amend this Agreement’s
allocation provisions to the minimum extent necessary to give effect to the plan of allocations
and distributions in this Agreement.
SECTION 6.04 DETERMINING NET PROFITS AND NET LOSSES
For purposes of this Article, the terms net profits and net losses mean the amount of the
Company’s taxable income or loss for any year or period, determined under Code Section 703(a).
All items of income, gain, loss, or deduction required to be stated separately under Section
703(a)(1) will be included in taxable income or loss. This determination of net profits and net
losses includes the following items:
● any income of the Company that is exempt from federal income tax and is not
otherwise taken into account in computing taxable income or loss under this Article;
● any expenditures of the Company described in Code Section 705(a)(2)(B) relating to
nondeductible expenses that are not otherwise taken into account in computing
taxable income or loss, and
● if any Company asset’s value is adjusted, the amount of the adjustment will be taken
into account as gain or loss from the disposition of the asset.
Any other items that are specially allocated under this Article will not be taken into account in
computing net profits and net losses.
SECTION 6.05 ALLOCATION OF GAIN AND LOSS ON LIQUIDATION
Upon liquidation of the Company, the Manager shall allocate the Company’s estimated net loss
for the year and any loss realized by the Company on liquidation, including any book adjustment
loss, and its estimated net gain for the year and any gain realized upon liquidation, including any
book adjustment gain, under Article Five and Article Six. If any Company property is
distributed to the Members in kind, then, for purposes of reflecting the allocation of gain or loss
from liquidation in the Members’ Capital Accounts, the Company shall make a book adjustment
with respect to the property distributed in kind as provided in the Treasury Regulations under
Code Section 704(b).
SECTION 6.06 CHANGE FOR LEGAL COMPLIANCE
The Manager may change the allocation provisions of this Section if the Company’s legal
counsel advises the Company that this change is required under the Code based on the manner in
which the Members have agreed to bear losses and to share profits and distributions under this
Agreement.

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 ARTICLE 7
DISTRIBUTIONS

SECTION 7.01 DISTRIBUTIONS TO MEMBERS

Subject to Section 7.02, the Manager may determine the amounts and timing of distributions to
the Members. Distributions will be made on a pro rata basis in accordance with the Members’
Interests as follows:
(a) First Distribution of Net Profits
First, to the Class A, Class B, Class C and Class D Preferred Members in proportion to their
Interests, an amount up to and including ‘Preferred Balance’.
(b) Residuary Distribution of Net Profits
Thereafter, to the Class E Members in proportion to their Interests, which will amount to
100.0% of the Net Profits after the Allocation to the Class A, Class B, Class C and Class D
Preferred Members’ Preferred Return.
SECTION 7.02 NO UNLAWFUL DISTRIBUTIONS
Despite any provision to the contrary in this Agreement, the Company must not make any
distribution that would violate any contract or agreement to which the Company is then a party
or any law, rule, regulation, order or directive of any Governmental Authority then applicable to
the Company.
SECTION 7.03 IN-KIND DISTRIBUTIONS
The Manager may make in-kind distributions to the Members in the form of securities or other
noncash property held by the Company. In any in-kind distribution, the securities or property
will be distributed among the Members in the same proportion and priority as the distribution’s
Fair Market Value cash equivalent. Before making an in-kind distribution, the Manager must
adjust the Members’ Interests to account for any difference between the established Fair Market
Value and the Book Value of the in-kind property.
Any distribution of securities is subject to the conditions and restrictions the Manager requires to
ensure compliance with Applicable Law. The Manager may require the Members to sign and
deliver documents the Manager determines are necessary to comply with all federal and state
securities laws that apply to the distribution and to any further transfer of the distributed
securities. The Manager may appropriately legend the certificates that represent the securities to
reflect any restriction on transfer with respect to these laws.
SECTION 7.04 NO INTEREST OR DEMAND RIGHTS
All distributions will be made under this Article or Section 16.03(c). Except as specifically set
forth in this Article, no Member may demand distributions. If a Member does not withdraw all
or any portion of the Member’s share of any cash distribution, the Member will not receive any
interest on the unwithdrawn amount unless all Members agree.
SECTION 7.05 RETURN OF CAPITAL TO CLASS A, B, C AND D PREFERRED MEMBERS
At the conclusion of Membership (see Section 9.05), the Manager shall return to the Member the
amount in their Capital Account.

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SECTION 7.06 RETURN OF DISTRIBUTION
​ ny distribution made to the Members will be considered to comply with Applicable Law if the
A
distribution is made from available assets of the Company. If a court of competent jurisdiction
finds that a distribution violates Applicable Law and the request for return of the distribution is
approved by a Majority Vote of the Voting Members, the Members must return their respective
share of that distribution. The Company’s creditors are deemed to have notice of the provisions
of this Article and of the fact that Members are not required to return a distribution unless the
request for return of the distribution has been approved by a Majority Vote of the Voting
Members.

ARTICLE 8
COMPANY MANAGEMENT

SECTION 8.01 MANAGEMENT BY MANAGER

The Company is managed by the Manager appointed under Section 8.02. The Manager shall
manage and administer the Company’s property and perform all other duties prescribed for a
Manager by the Act. The Manager may take all actions necessary, useful, or appropriate for the
ordinary management and conduct of the Company’s business. The Manager has the exclusive
authority to manage the operations and affairs of the Company, subject in all cases to the
requirements of Applicable Law.
SECTION 8.02 APPOINTING MANAGERS
Any Voting Member may be appointed as Manager. Kamehameha Capital LLC is appointed as
Manager of the Company.
SECTION 8.03 MANAGER’S VOLUNTARY RESIGNATION
Subject to any contract between the Company and the Manager, any Manager may resign at any
time by giving written notice to the Members. A resignation takes effect on the date the notice is
received or later if specified in the resignation notice. Unless otherwise specified, the resignation
need not be accepted to make the Manager’s resignation effective. A Manager’s resignation does
not prejudice the Company’s rights under any contract to which the Manager is a party on behalf
of the Company.
SECTION 8.04 MANAGER’S REMOVAL
A Manager may not be removed as Manager with or without Cause.
SECTION 8.05 BANKRUPTCY NOT CONSIDERED AN ACT OF WITHDRAWAL BY MANAGER
A Manager will not be considered to have resigned and withdrawn as Manager of the Company
on the sole basis that the Manager becomes the subject of an order for relief or is declared
insolvent in any federal or state bankruptcy or insolvency proceeding.
SECTION 8.06 REVOCATION OF CHARTER NOT CONSIDERED AN ACT OF WITHDRAWAL
Despite any provision in the Act, the revocation of an entity Manager’s charter will not be
considered an act of resignation or withdrawal by the entity serving as Manager, regardless of

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whether the entity Manager is provided with notice or whether the entity Manager’s charter is
subsequently reinstated.
SECTION 8.07 VACANCY IN THE OFFICE OF MANAGER
If the Manager withdraws, is removed, or otherwise cannot serve as Manager for any reason, the
Voting Members shall designate a Manager to fill the vacancy by a Majority Vote within 90 days
after the date the last remaining Manager stops serving. The appointed Manager will
automatically have the rights, authorities, duties, and obligations of a Manager under this
Agreement.
SECTION 8.08 BOND, COMPENSATION, AND EXPENSES OF MANAGER
Except to the extent required by Applicable Law, no Manager is required to furnish bond or other
security in order to serve as Manager. Any Manager is entitled to receive a reasonable salary or
other compensation for services provided including a $32,250.00 asset acquisition fee. The
Manager is entitled to reimbursement for reasonable costs and expenses incurred in conducting
the business of the Company.
SECTION 8.09 MANAGER’S RESPONSIBILITY TO FILE NECESSARY FORMS
The Manager shall take all action necessary to assure prompt and timely filing of any
amendments to the Articles of Organization according to this Agreement and all required state
and federal tax returns, reports, and forms.
SECTION 8.10 NO EMPLOYMENT RIGHTS CONFERRED
Nothing in this Agreement confers upon any Manager any right to employment or continuation
of employment with the Company. If a Manager is or becomes an at-will employee of the
Company, nothing in this Agreement interferes in any way with the right of the Company to
terminate the Manager’s at-will employment at any time. Nothing in this Agreement creates any
employment agreement with any Manager.
SECTION 8.11 EXTENT AND SCOPE OF MANAGER’S SERVICES
The Manager shall adequately promote the interest of the Company and the Members and shall
commit the necessary time and effort to do so. The Manager is not required to devote full-time
hours to Company business.
SECTION 8.12 MANAGER’S FIDUCIARY DUTIES
This Agreement does not create or impose any fiduciary duty on any Manager. Each of the
Members and the Company waive all fiduciary duties that, absent this waiver, may be implied by
Applicable Law. The provisions of this Agreement that restrict the Manager’s duties and
liabilities replace any duties and liabilities otherwise existing at law or in equity. The Members
and the Company acknowledge and agree that each Manager’s duties to the Company are only as
expressly set forth in this Agreement.
SECTION 8.13 NO PERSONAL LIABILITY FOR CAPITAL CONTRIBUTIONS
The Manager is not personally liable for the return of any portion of any Member’s Capital
Contribution. Any return of capital will only be made from available assets of the Company.

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SECTION 8.14 MANAGER’S POWER TO AMEND
The Manager may, without the consent of the Members, amend any provision of this Agreement
or the Articles of Organization and prepare and deliver any documents to the extent necessary to
reflect:
● a change in the Company’s name or its principal office location;
● the admission, substitution, or termination of Members according to this Agreement;
● a change that the Manager determines necessary or advantageous to qualify or to
maintain qualification as a limited liability company or a company in which the
Members have limited liability under the laws of any jurisdiction, or to ensure that the
tax treatment of the Company does not change except as otherwise provided in this
Agreement;
● a change that does not adversely affect the Members in any material respect or that is
required or contemplated by this Agreement; or
● any other similar amendments.
Any other amendments must be made in accordance with Section 18.17.
SECTION 8.15 DELEGATION TO AGENTS AND OTHERS
The Manager may employ agents, employees, accountants, attorneys, consultants, and other
persons necessary or appropriate to carry out the business and affairs of the Company, whether or
not the person or persons are Affiliates or are employed by an Affiliate.
The Manager may direct the Company to pay reasonable expenses such as fees, costs, salaries,
wages, and other compensation as the Manager determines to be appropriate as a Company
expense. These expenses may include payment or reimbursement for all fees, costs, and
expenses incurred in the Company’s formation and organization.
The Manager may delegate management functions to any corporation, partnership, limited
liability company, or other entity qualified to manage the property and to conduct the business
activities of the Company. Delegation of management powers does not relieve a Manager from
personal liability for management decisions and operations of the Company. Any delegation of
authority is to be considered in compensating a Manager for services to the Company.
SECTION 8.16 MANAGER’S AGENCY AUTHORITY
The Manager has the authority to bind the Company in contracts and other dealings with Third
Parties in the ordinary course of the Company’s business and any other matter. Except with the
vote of the Members in accordance with Article Ten, no Manager may make any representation
about the Company that is likely to have a material impact on the Company’s business or
reputation.

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SECTION 8.17 THIRD-PARTY RELIANCE
Any Third Party dealing with the Company may rely on a notarized writing signed by a Manager
of the Company stating that the Manager has authority to act for the Company. No person
relying in good faith upon the authority of a Manager will incur any liability to the Company for
acts made in reliance upon the Manager’s representations that the Manager’s powers are then in
effect.

ARTICLE 9
MEMBER RIGHTS AND OBLIGATIONS

SECTION 9.01 LIMITED LIABILITY OF MEMBERS

Except as required by Applicable Law, a Member’s status as a Member does not obligate the
Member for any debt, obligation, or liability of the Company or of other Members whether
arising in contract, tort, or otherwise.
No Member will be required to contribute capital to the Company for the payment of any losses
or for any other purposes. No Member will be responsible or obligated to any Third Party for
any debts or liabilities of the Company in excess of the amount of:
● that Member’s unpaid required Capital Contributions;
● unrecovered Capital Contributions; and
● that Member’s share of any undistributed Company profits.
SECTION 9.02 NO RIGHT TO PARTICIPATE IN MANAGEMENT
Except as expressly provided in this Agreement, no Member may participate in the management
and operation of the Company’s business and investment activities or bind the Company to any
obligation or liability whatsoever. A Voting Member may exercise any power authorized by the
Act that a Voting Member may exercise without being considered to be taking part in the control
of the Company’s business.
SECTION 9.03 MEMBERS’ FIDUCIARY DUTY
A Member does not have any fiduciary duty to the Company or to any other Member solely by
reason of being a Member. If this Agreement expressly relieves a Manager of a responsibility
that the Manager would otherwise have and imposes the responsibility on one or more Members,
those Members will be treated as Manager with respect to that responsibility under Section 8.12.
SECTION 9.04 MEMBER’S AGENCY AUTHORITY
No individual Member has the right or authority to bind the Company in contracts and other
dealings with Third Parties—regardless of whether the contracts and other dealings occur in the
ordinary course of the Company’s business—without a vote of the Members except as provided
in Article Ten. No individual Member may make any representation concerning the Company
that is likely to have a material impact on the Company’s business or reputation.
SECTION 9.05 TERMS OF MEMBERSHIP AND RENEWAL
Class A Members, and Class B Preferred Members shall be Members of Company for a period
of one year from the date of their Initial Capital Contribution. At the end of the Class A Preferred

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Membership and/or Class B Preferred Membership term, the Member has the option to renew
their Membership for an additional year. The Members may renew their Membership three times.
To renew, Class A Members and Class B Preferred Members shall give written notice to the
Manager of their intent to renew. At the conclusion of Membership, the Manager shall return to
the Member the amount in their Capital Account. Class C Preferred Members and Class D
Preferred Members shall be Members of Company for a period of four years from the date of
their Initial Capital Contribution.

SECTION 9.06 RESTRICTIONS ON WITHDRAWAL OR DISSOCIATION RIGHTS

A person will remain a Member as long as that person holds any Interest in the Company. As
long as a Member continues to hold any Interest in the Company, the Member does not have the
ability to withdraw, dissociate, or resign as a Member or receive a return of any Capital
Contributions before the Company’s dissolution and winding up under this Agreement and
Applicable Law. A Member does not dissociate, withdraw, or otherwise cease to be a Member
because of the Member’s bankruptcy or because of any event specified in the Act. A Member’s
withdrawal, dissociation, resignation or attempted withdrawal, dissociation, or resignation before
the Company’s dissolution or winding up is null and void ab initio.
SECTION 9.07 COMPANY CONTINUES AFTER A MEMBER’S DEATH
A Member’s death will not cause the Company to dissolve. If a Member dies, the remaining
Member or Members will continue the Company and its business.
SECTION 9.08 NO PARTITION RIGHTS
Title to the Company’s assets is vested solely in the Company and not owned by any Member.
Each Member, individually and on behalf of the Member’s successors and assigns, expressly
waives any right to have any Company property partitioned.
SECTION 9.09 MEMBER EXPULSION
The Company may not expel a Member under any circumstances.

ARTICLE 10
MEMBER VOTING AND VOTING RIGHTS

SECTION 10.01 VOTING MEMBERS

The Voting Members and Non-Voting Members are designated as such on the Schedule of
Members.
SECTION 10.02 VOTING RIGHTS
Each Voting Member holds a Voting Interest and has the right to vote the holder’s proportionate
Interest in the Company regarding all matters that all Voting Members have a right to vote under
this Agreement or by Applicable Law.
Example: A Voting Member that holds 35.5% of all of the Interests entitled to vote on a
matter will have a 35.5% Voting Interest in the Company and will have 35.5 votes out of 100
votes that may be cast on that matter.

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SECTION 10.03 MATTERS ON WHICH VOTING MEMBERS MUST VOTE
The Manager may not take any of the following actions without approval by the Manager and a
Majority Vote (or greater vote if required by this Agreement or Applicable Law) of the Voting
Members:
● removing a Manager, subject to the provisions of Section 8.04;
● electing a successor Manager, subject to the provisions of Section 8.07;
● amending this Agreement; and
● any matter requiring the vote of the Voting Members under any mandatory provision
of Applicable Law.
The Voting Members may call or hold any meeting of the Voting Members, provide notice of the
meeting, form a quorum for the meeting, or take any action by vote at a meeting or by written
consent without a meeting, in all cases to take any action or conduct any business permitted by
this Section.
Assignees and Non-Voting Members may not vote.
SECTION 10.04 MATTERS ON WHICH VOTING MEMBERS HAVE EXCLUSIVE AUTHORITY
Except as otherwise provided in this Agreement, the Members may take the following actions by
a Majority Vote without the consent or approval of the Manager:
● approving and accepting a non pro rata Capital Contribution;
● filing or consenting to file a petition for or against the Company under any federal or
state bankruptcy, insolvency, or reorganization act;
● ceasing the Company’s business before the Company’s actual termination or acting in
any way that would make it impossible to carry on the Company’s business;
● permitting the Company’s funds to be commingled with the funds of any other
person;
● confessing a judgment against the Company;
● materially altering the Company’s business or deviating from any approved business
plan of the Company;
● registering any interest in this Company for an offering under any federal or state
securities law;
● changing the tax classification of the Company; or
● making elections for federal, state, and local income tax matters, including basis
adjustment.
SECTION 10.05 APPROVAL OR CONSENT OF MEMBERS
Unless provided otherwise by this Agreement or Applicable Law, any action of the Voting
Members requires a Majority Vote of the Voting Members in favor of the action.
SECTION 10.06 VOTING MEMBERS WHO ARE UNDER COURT ORDERS
The vote, consent, or participation of any Voting Member under any kind of court order
charging, restraining, prohibiting, or in any way preventing any Voting Member from

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participating in Company matters is not required in order to obtain the necessary percentage vote
or consent or participation for the Company to act upon any proposed action.
SECTION 10.07 VOTING BY PROXY
The Voting Members may appoint a proxy to vote or otherwise act for the Voting Members under
a written appointment form signed by the Voting Members or the person’s attorney in fact. A
proxy appointment is effective when received by the secretary or other officer or agent of the
Company authorized to tabulate votes. A fiduciary’s general proxy is given the same effect as
the general proxy of any other Voting Members. A proxy appointment is valid for 11 months
unless otherwise specifically stated in the appointment form, or unless the authorization is
revoked by the Voting Member who issued the proxy. Should any Voting Member not cast a vote
for which it is entitled to vote, or any Voting Members appointed proxy not cast a vote for which
they have been appointed by the Voting Member as proxy, the Voting Member shall
automatically appoint the Manager as their proxy.

ARTICLE 11
MEMBER MEETINGS AND NOTICE

SECTION 11.01 MEMBER MEETINGS

The Members may designate when and where they meet. Member meetings may be held at the
Company’s principal office or any other place (either within or outside the State of Ohio) the
Members determine from time to time.
SECTION 11.02 SPECIAL MEETINGS
Special meetings of the Members must be called by Majority Vote of the Voting Members.
Special meetings of the Members require notice to be delivered to the Members according to this
Agreement. Any shorter notice period must be approved by all the Voting Members. Any
Member may waive this notice as to himself or herself.
SECTION 11.03 MEETING NOTICE
The Manager shall deliver notice to each Voting Member of record entitled to vote at the meeting
at the address in the Company records at least two but no more than 30 days before the meeting
date. The notice must state the date, time, and place of any meeting of the Members and a
description of the meeting’s purpose.
SECTION 11.04 WAIVING MEETING NOTICE
A Member may waive notice of any meeting before or after the meeting’s date and time stated in
the notice by delivering a signed waiver to the Company to include in the minutes. If a Member
attends any meeting in person or by proxy, the Member waives objection to lack of notice or to
defective notice of the meeting unless the Member objects to holding the meeting or transacting
business at the meeting. The Member waives objection to consideration of a particular matter at
the meeting that is not within the purposes described in the meeting notice unless the Member
objects to considering the matter when it is presented.

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SECTION 11.05 ACTION BY WRITTEN CONSENT
Any action required or permitted to be taken at a meeting of the Members may be taken without
a meeting if the action is taken by all the Voting Members entitled to vote on the action. The
action must be evidenced by one or more written consents describing the action taken. These
consents, in the aggregate, must be signed by all of the Voting Members entitled to vote on the
action and delivered to the Company to be included in the minutes. This consent has the same
force and effect as a vote at a meeting with a quorum present and may be stated as such in any
document or instrument filed with the Ohio Secretary of State.
SECTION 11.06 QUORUM
For any meeting of the Members, a quorum requires the presence of Voting Members holding at
least two-thirds of the Voting Interests entitled to vote at the meeting. Any time the Voting
Members are conducting business at a meeting of the Voting Members, a quorum of the Voting
Members must be present. If a quorum is not present at any meeting of the Voting Members, the
Voting Members present at the meeting may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
SECTION 11.07 PRESENCE
Any Member may participate in any meeting using any means of communication by which all
Members participating may simultaneously hear each other during the meeting. Any Member
participating in this way is considered present in person at the meeting.
SECTION 11.08 CONDUCT OF MEETINGS
At any meeting of the Members, the Voting Members shall appoint a natural person to act as
secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting, to
be kept with the Company records.

ARTICLE 12
BOOKS, RECORDS, AND BANK ACCOUNTS

SECTION 12.01 BOOKS AND RECORDS

The Manager shall keep books of account regarding the operation of the Company at the
principal office of the Company or at any other place the Manager determines. The Manager
shall keep the following records:
● a current list of the full names and last known addresses of each past and present
Manager and Member and the status of each Member as a Voting Member or a
Non-Voting Member;
● a copy of the Articles of Organization (and any amendments) and copies of any
powers of attorney under which any certificate has been signed;
● copies of the Company’s federal, state, and local income tax returns and any reports
for the three most recent Taxable Years, if required;
● copies of this Agreement (and any amendments);
● copies of any financial statements of the Company for the three most recent Taxable
Years; and

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 ● any other documents required by Applicable Law.
SECTION 12.02 ACCOUNTING AND TAXABLE YEAR
The Manager shall keep books of account consistent with any method authorized or required by
the Code and as determined by the Manager. The Manager shall close and balance the books at
the end of each Taxable Year. The Members may choose any period authorized or required by
the Code for the Company’s Taxable Year.
SECTION 12.03 REPORTS
Within a reasonable time after each Taxable Year ends, the Manager shall provide the
information required to prepare and file individual tax returns to all Members. The Manager
shall prepare these financial statements at the Company’s expense.
SECTION 12.04 MANAGER INSPECTION RIGHTS
Upon reasonable notice from a Manager, the Company shall—and shall cause its Manager,
officers, and employees to—provide reasonable access to a Manager and its Legal
Representatives to Company Information during normal business hours. Company Information
is the information accessible to the Manager and its Legal Representatives by exercising the
inspection right to examine and make copies of the corporate, financial, and similar records,
reports, and documents of the Company, including all books and records, minutes of
proceedings, internal management documents, operations reports, reports of adverse
developments, management correspondence, and communications with the Manager.
SECTION 12.05 MEMBER’S INSPECTION RIGHTS
Upon reasonable notice from a Member, the Company shall—and shall cause its Manager,
officers, and employees to—provide reasonable access to each Member and its Legal
Representatives to Company Information during normal business hours.
SECTION 12.06 OTHER INFORMATION
The Company and each Manager shall provide to each other Manager—without demand—any
information concerning the Company’s activities, financial conditions, or other circumstances
that the Company knows is material to the proper exercise of the Manager’s rights and duties
under the Agreement or the Act. Neither the Company nor any Manager is responsible for
failure to provide this information if the Company or Manager reasonably believes that the
Manager in question already knows the information.
Whenever the Act or this Agreement requires or allows a Manager to give or withhold consent to
a matter, the Company shall, without demand, provide the Member with all information that is
known to the Company and is material to the Member’s decision before the consent is given or
withheld.
SECTION 12.07 BUDGET
No later than 30 days before each Taxable Year begins, the Company may, at the Members’
election, prepare and submit a Budget. The Company shall use commercially reasonable efforts
to operate in all material respects in accordance with any Budget set by the Company.

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SECTION 12.08 BANK ACCOUNTS AND COMPANY FUNDS
The Manager shall deposit all cash receipts in the Company’s depository accounts. All accounts
used by or on behalf of the Company are the Company’s property, and will be received, held, and
disbursed by the Manager for the purposes specified in this Agreement. The Manager may not
commingle Company funds with any other funds.

ARTICLE 13
COVENANTS, REPRESENTATIONS, AND WARRANTIES

SECTION 13.01 MEMBER REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGEMENTS

By signing and delivering this Agreement or a Member Joinder, each Member, whether admitted
as of this date or under Section 14.07, represents and warrants to the Company and
acknowledges the following.
(a) No Fraudulent Transfer
The Member is not entering into this Agreement with the actual or constructive intent to
hinder, delay, or defraud its present or future creditors and is receiving reasonably equivalent
value and fair consideration for the Member’s Capital Contribution.
(b) Clear Title to Capital Contribution
The Member’s Capital Contribution has been contributed, transferred, assigned, and
conveyed to the Company free and clear of any liens or other obligations other than those
existing on this date and disclosed in writing to the Members.
(c) No Securities Registration
The Member’s Interest has not been registered under the Securities Act or the securities laws
of any other jurisdiction, are issued in reliance upon federal and state exemptions for
transactions not involving a Public Offering, and cannot be disposed of unless they are
subsequently registered or exempted from registration under the Securities Act and the
provisions of this Agreement have been complied with.
(d) Limited Transferability
The transferability of the Member’s Interest is severely limited.
(e) Adverse Impact on Fair Market Value
Some of the restrictions inherent in this form of business and specifically set forth in this
Agreement may have an adverse impact on the Fair Market Value of the Interests if a
Member attempts to sell or borrow against the Member’s Interest.
(f) No Reporting Requirements
The Company will not be subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, and will not file reports, proxy statements, or other information
with the Securities and Exchange Commission or with any state securities commission.
(g) Acquisition for Own Use
The Member’s Interest is being acquired for its own account solely for investment and not
with a view to resell or distribute the Interest.

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(h) Independent Review and Analysis
The Member has conducted its own independent review and analysis of the business,
operations, assets, liabilities, results of operations, financial condition, and prospects of the
Company and the Member acknowledges that it has been provided adequate access to the
personnel, properties, premises, and records of the Company for this purpose.
(i) No Reliance on Member Representations
The Member’s decision to acquire Interest has been made by the Member independent of any
other Member and independent of any statements or opinions as to the advisability of the
purchase or as to the business, operations, assets, liabilities, results of operations, financial
condition, and prospects of the Company that may have been made or given by any other
Member or by any agent or employee of any other Member.
(j) Experience in Financial and Business Matters
The Member has knowledge and experience in financial and business matters and is capable
of evaluating the merits and risks of an investment in the Company and of making an
informed decision.
(k) Economic and Financial Risk
The Member bears the economic risk of investment for an indefinite period as the Interests
are not registered under the Securities Act or any state securities laws and cannot be offered
or sold unless subsequently registered or unless an exemption from registration is available.
(l) Due Authorization
If this Agreement is executed or joined in on behalf of a partnership, trust, corporation or
other entity, the person signing or joining this agreement on behalf of the Member has been
duly authorized to sign and deliver this Agreement and all other documents and instruments
signed and delivered on behalf of the Member in connection with this Agreement and to
consummate the transactions contemplated by this Agreement.
(m) No Legal Violations
The Member’s signing, delivery, and performance of this Agreement does not contravene or
result in a default in any material respect under any law or regulation applicable to the
Member.
(n) No Conflicts
The signing and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement will not, violate any material contractual
restriction or commitment of any kind or character to which the Member is a party or by
which the Member is bound.
(o) No Required Consents
The signing, delivery, and performance of this Agreement does not require the Member to
obtain any consent or approval that has not already been obtained.
(p) Binding Agreement
This Agreement is valid, binding, and enforceable against the Member in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and
other similar laws of general applicability relating to or affecting creditors’ rights or general
equity principles, regardless of whether considered at law or in equity.

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These representations, warranties, and acknowledgments do not replace, diminish, or otherwise
adversely affect any Member’s representations and warranties made by it in any agreement by
any Member to join or otherwise acquire an interest in the Company, as applicable.
SECTION 13.02 BREACH BY MEMBERS OR ASSIGNEES
Any Member or Assignee who breaches this Agreement is liable to the Company for damages
caused by the breach, including attorney’s fees and litigation expenses. The Company may
offset damages against any distributions or return of capital to the breaching Member or
Assignee.
While holding any Interest in the Company, a Member or Assignee who interferes in the
management of the Company’s affairs is in breach of this Agreement.
SECTION 13.03 MODIFICATION FOR LEGAL EVENTS
If any court of competent jurisdiction determines that any provision or any part of a provision set
forth in Article Thirteen is unenforceable because of its duration or geographic scope, the court
has the power to modify the unenforceable provision instead of severing it from this Agreement
in its entirety. The modification may be by rewriting the offending provision, by deleting all or a
portion of the offending provision, by adding additional language to Article Thirteen, or by
making other modifications as it determines necessary to carry out the parties’ intent to the
maximum extent permitted by Applicable Law. The parties expressly agree that this Agreement
as modified by the court is binding upon and enforceable against each of them.

ARTICLE 14
TRANSFER OF INTERESTS

SECTION 14.01 TRANSFERABILITY OF INTERESTS

No Member may transfer any Interest either voluntarily or involuntarily by any means without
the written consent of the Manager. The Manager may approve a voluntary or involuntary
transfer of Interest without the consent of the Members. The Members may transfer any Interest
without the written consent of the Manager if the transfer is:
● permitted under Article Fifteen;
● permitted under Section 14.02; and
● as otherwise provided in this Article.
The Manager are not required to consent to any attempted transfer and will not be subject to any
liability for withholding consent. The transferee of a voluntary transfer of Interest permitted by
this Section will be admitted as an Additional Member only in compliance with Section 14.07.
Any attempted transfer of an Interest or the admission of an Additional Member in violation of
this Section and Section 14.07 is null and void ab initio.
SECTION 14.02 PERMITTED TRANSFERS
Despite the transfer restrictions in Section 14.01, a Member may transfer an Interest without the
written consent of the Manager if:
● the transferee is the transferring Member’s Immediate Family or

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 ● the transferee is a revocable or irrevocable trust for the sole benefit of the transferor
during his or her life or transferor’s Immediate Family.
● The transferee is an LLC or other legal entity that is wholly owned by the Member or
the Member’s Immediate Family.
A transfer to a transferee otherwise permitted by this Section will only be permitted if:
● the transfer does not cause the Company to terminate for federal income tax purposes;
● the transfer does not result in any event of default as to any secured or unsecured
obligation of the Company;
● the transfer does not cause a reassessment of any real property owned by the
Company; and
● the transfer does not cause any adverse material impact to the Company.
A transfer to a revocable or irrevocable trust for the sole benefit of the transferor’s Immediate
Family or their descendants will be considered a transfer to Immediate Family for purposes of
this Section if the trustee and any successor trustees of the trust are also Immediate Family. For
a trust to be considered a Permissible Transferee, the trustee must be specifically and irrevocably
prohibited from gifting, selling, or distributing the Interest held by the trust to a person other than
Immediate Family.
SECTION 14.03 EFFECT OF PERMITTED TRANSFER
The Permitted Transferee of a transfer of Interest permitted by Section 14.02 will be admitted as
an Additional Member only in compliance with Section 14.07. As a condition of admission as
Additional Member, the Company may require the transferee to sign a Member Joinder or
otherwise accept this Agreement in writing.
SECTION 14.04 SECURITIES RESTRICTION
Despite the foregoing or anything else in this Agreement, the Company may not approve—and
each Member agrees that it will not directly or indirectly make—any transfer or addition of an
Additional Member except as permitted under the Securities Act and other applicable federal or
state securities or blue sky laws. The Company may condition a transfer of Interest on receipt of
an opinion of counsel in form and substance satisfactory to the Company to the effect that the
transfer may be made without registration under the Securities Act.
SECTION 14.05 TRANSFEREE TREATED AS AN ASSIGNEE UNTIL ADMITTED AS AN ADDITIONAL MEMBER
The transferee of an Interest will hold the interest only as an Assignee until the transferee
satisfies all the requirements of Section 14.07 to become an Additional Member. As an
Assignee, the transferee will have only those rights in Section 14.06.
SECTION 14.06 ASSIGNEE’S RIGHTS, LIMITATIONS, AND OBLIGATIONS
An Assignee may receive distributions from the Company to the same extent that the transferring
Member would receive distributions under this Agreement, but otherwise has substantially fewer
rights than a Member. An Assignee only holds a right to receive economic benefits when
actually distributed by the Company in respect to the assigned Interest. Other limitations on
Assignees’ rights include:

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 ● access only to the Company records and information specifically authorized for the
Assignees under the Act;
● no right to vote in any Company matters; and
● no other legal or economic rights.
Regardless of whether an Assignee is admitted as a Member, an Assignee is subject to all of the
obligations of a Member. If an Assignee fails to fulfill any monetary obligation imposed on
Members under this Agreement, then despite any other provisions of this Agreement, any
amount that otherwise would be paid or distributed to the Assignee under Article Seven or
Article Sixteen will not be paid to the Assignee. Instead, the amount will be paid or otherwise
applied on the Assignee’s behalf to any monetary obligation of the Assignee that has not been
paid or deemed paid.
SECTION 14.07 REQUIREMENTS TO BECOME AN ADDITIONAL MEMBER
An Assignee or other prospective Additional Member will not become an Additional Member
and will not have any rights as a Member until all of the conditions, consents, and procedures in
this Section have been fully satisfied.
(a) Approval by Members
An Additional Member may only be added with the written consent of the Manager.
(b) Certain Legal Assurances
If required by the Manager, the prospective Additional Member must provide evidence
satisfactory to the Manager that admission of the prospective Member will not violate any
applicable securities law, cause a termination of the Company under applicable provisions of
the Code, or alter the status of any tax election made by the Company.
(c) Transfer Instruments
If a prospective Additional Member is acquiring an Interest in connection with a Member’s
transfer of Interest, the assigning Member and the Assignee shall sign, acknowledge, and
deliver instruments of transfer and assignments to the Company, in the form and substance
satisfactory to the Company.
(d) Executing All Other Agreements
The prospective Additional Member must sign all other agreements and instruments
requested by the Manager. These instruments include a Member Joinder or other written
acceptance and adoption by the Assignee of this Agreement.
(e) Reasonable Transfer Fee
An Assignee may be required to pay any professional fees incurred in obtaining opinions or
valuations and a reasonable transfer fee to the Company. The Manager may establish the
transfer fee amount on a case-by-case basis.
Any attempt to admit a Member that violates this Article will be null and void ab initio.
SECTION 14.08 ADDITIONAL MEMBER’S EFFECTIVE ADMISSION DATE
The effective date of an Additional Member’s admission is the date on which the Members and
the Manager accept the Assignee as an Additional Member under this Agreement and the
requirements of Section 14.07 are satisfied.

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SECTION 14.09 AMENDING OPERATING AGREEMENT AND ARTICLES OF ORGANIZATION
If required by Applicable Law, upon the admission of an Additional Member, the Manager may
amend the Operating Agreement, the Articles of Organization, or both to reflect any substitution
or addition of the Additional Member. The Company may assess any associated fees, costs, or
other expenses associated with that Additional Member.
SECTION 14.10 VOTING RIGHTS OF TRANSFERRED INTERESTS
A Voting Member who transfers Voting Interest to an Assignee will continue to hold all voting
rights associated with the assigned Interest until the Assignee of the transferred Interest satisfies
all of the requirements to become an Additional Member under Section 14.07.
If an Assignee acquires an Interest due to the death of a Voting Member, the voting rights
associated with the transferred Interest will be suspended and disregarded for purposes of
calculating votes until the Assignee of the transferred Interest satisfies all of the requirements to
become an Additional Member under Section 14.07.
SECTION 14.11 EFFECT OF IMPROPER TRANSFER
Any attempted transfer of an Interest or the admission of an Additional Member in violation of
this Article and Article Fifteen is null and void ab initio. No such transfer or admission may be
recorded on the Company’s books and the purported transferee or Member in any such transfer
will not be treated (and, in the case of a transfer, the purported transferor will continue to be
treated) as the owner of such Interest for all purposes of this Agreement. If the ownership of
Interest is in doubt, or if there is reasonable doubt as to who may receive a distribution
attributable to an Interest, the Manager may accumulate the amounts to be distributed until this
issue is finally determined and resolved. The Manager shall credit any accumulated amounts to
the Capital Account associated with the Interests.
SECTION 14.12 CREDITOR RIGHTS; CHARGING ORDER SOLE AND EXCLUSIVE REMEDY
If a creditor obtains a judgment by a court of competent jurisdiction against any Member or
Assignee, the court may charge the Member or Assignee’s Interest with payment of the
unsatisfied amount of the judgment from distributions attributable to the affected Interest, but
only to the extent permitted by the Act. To the extent any Interest is charged with satisfaction of
a judgment, the judgment creditor will receive no more than the rights of an Assignee under
Section 14.06 and will not be admitted as a Member of the Company.
The charging order is the exclusive remedy by which a judgment creditor of a Member or an
Assignee of an Interest may obtain any satisfaction from the Company toward any judgment
against the Member or Assignee. This Section does not deprive any Member or Assignee of
rights under any exemption laws available to the Member or Assignee.
SECTION 14.13 ASSIGNEE OR CHARGING ORDER HOLDER ASSUMES TAX LIABILITY
The Assignee of an Interest and any person who acquires a charging order against an Interest
shall report income, gains, losses, deductions and credits regarding the interest for the period in
which the Assignee interest is held or for the period the charging order is outstanding.

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 ARTICLE 15
RIGHT OF FIRST REFUSAL

SECTION 15.01 MEMBERS RIGHT OF FIRST REFUSAL

No Member may transfer any Interest without first offering in writing to sell the Interest to all
other Members as provided in this Article.
SECTION 15.02 NOTICE OF INTENT TO TRANSFER
Before transferring an Interest, a Member shall first give notice of the intent to transfer to the
Manager and to all other Members. Any notice of intent to transfer must include a copy of any
written offer to purchase the Interest that the Member has received. If the Member received only
an oral offer, a written explanation of the oral offer must be attached to the notice. The written
explanation must completely detail the purchase price and payment terms.
SECTION 15.03 MEMBERS’ RIGHT TO PURCHASE
The Members have the first right to purchase any portion of the Interest according to the terms of
the offer. If some or all of the purchase price stated in the offer consists of non-cash
consideration, a Member may pay the equivalent cash value in lieu of the non-cash
consideration. A Member may exercise this right to purchase by giving notice of intent to
purchase to the selling Member within 30 days of receiving the written notice of the offer.
Despite the foregoing or anything else in this Agreement, only a Voting Member may purchase
the Interests of a Voting Member and only a Non-Voting Member may purchase the Interests of a
Non-Voting Member in the Company.
SECTION 15.04 PAYMENT TERMS UNDER PRIORITY RIGHT TO PURCHASE
If a Member exercises the priority right to purchase an Interest as provided above, then a
purchasing Member shall pay the purchase price according to the payment terms specified in the
written notice of the offer provided by the selling Member.
SECTION 15.05 CLOSING ON PURCHASE BY THE MEMBER
Any purchase of an Interest under this Section will close at the Company’s principal office
within 30 days from the date that the purchasing Members exercise their priority right to
purchase an Interest.
SECTION 15.06 TRANSFER TO THIRD PARTY AFTER NON-EXERCISE OF PRIORITY RIGHT
If no Members exercise their priority right to purchase the Interest, the selling Member may
transfer its Interest to the party that made the original offer for the purchase price and on the
terms in the original offer.
Any transfer to a Third Party under this Section must close within 30 business days from the
earlier of:
● the date on which priority rights of the other Members to purchase expire; and
● the date on which the other Members have provided written notice of their intent not
to exercise their priority rights to purchase.

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If the Interest is not sold to the prospective purchaser within the specified time, the other
Members will again be offered an opportunity to exercise their priority rights to purchase the
Interest under Section 15.03.

ARTICLE 16
DISSOLUTION AND LIQUIDATION

SECTION 16.01 DISSOLUTION EVENTS

The Company will be dissolved only if an event described in this Section occurs.
(a) Dissolution by the Members
The Company will be dissolved by the Members, subject to any special vote required by
Article Ten.
(b) Judicial Dissolution
The Company will be dissolved upon the entry of a decree of judicial dissolution by a court
of competent jurisdiction.
After dissolution, the Company may only conduct activities necessary to wind up its affairs.
SECTION 16.02 EFFECT OF DISSOLUTION
Dissolution of the Company will be effective on the day on which the event described in Section
16.01 occurs, but the Company will not terminate until the winding up of the Company has been
completed, the assets of the Company have been distributed as provided in Section 16.03, and
the Company’s Articles of Organization has been cancelled as provided in Section 16.06.
SECTION 16.03 LIQUIDATION
After dissolving the Company, the Members will have full authority to sell, assign, and
encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the
Company’s in an orderly and businesslike manner. The Members shall liquidate the Company’s
assets and apply and distribute proceeds from the liquidation of the assets as follows.
(a) Creditor Payment
The proceeds from the liquidated property will first be applied toward or paid to any
non-Member creditor of the Company in the order of payment required by Applicable Law.
(b) Provision for Reserves
After paying liabilities owed to non-Member creditors, the Members shall set up such
reserves as the Members determine is reasonably necessary. The Members may, but need
not, pay over any reserves for contingent liabilities to a bank to hold in escrow for later
payment.
After the Members are reasonably satisfied that any liabilities have been adequately resolved,
the Members shall distribute any remaining reserves to the Members or their assigns as
provided in Section 16.03(c).
(c) Distributions to Members
After paying liabilities owed to non-Member creditors and establishing reserves, the
Members shall satisfy any debts owed to the Members with any remaining net assets of the

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 Company, and then distribute any remaining assets to the Members in proportion to their
positive Capital Account balances.
SECTION 16.04 IN-KIND DISTRIBUTIONS IN LIQUIDATION
Despite the provisions of Section 16.03 that require the liquidation of the Company’s assets but
subject to the order of priorities set forth in Section 16.03(c), if upon dissolution of the Company
the Manager determines that an immediate sale of part or all of the Company’s assets would be
impractical or could cause undue loss to the Members, the Members may defer the liquidation of
any assets except those necessary to satisfy Company liabilities and reserves. If the Members
determine the assets are not suitable for liquidation, the Members may distribute undivided
interests in the Company’s assets to the Members instead of cash. This in-kind distribution must
be made to the Members as tenants in common and in accordance with the provisions of Section
16.03(c). Any in-kind distribution will be subject to any conditions relating to the disposition
and management of the properties that the Members determine to be reasonable and equitable
and to any agreements governing the operating of such properties at that time. If any in-kind
assets of the Company are to be distributed, those assets will be distributed using their Fair
Market Value at the distribution date, as determined by the Members.
SECTION 16.05 COMPANY PROPERTY SOLE SOURCE
Company property is the sole source for the payment of any debts or liabilities owed by the
Company. Any return of Capital Contributions or liquidation amounts to the Members will be
satisfied only to the extent that the Company has adequate assets. If the Company does not have
adequate assets to return the Capital Contributions, the Members will not have any recourse
against the Company or any other Members, except to the extent that other Members may have
outstanding debts or obligations owing to the Company.
SECTION 16.06 CANCELLATION OF ARTICLES OF ORGANIZATION
Upon completing the distribution of the Company’s assets as provided in Section 16.03(c), the
Company will be terminated and the Members shall cause the cancellation of the Articles of
Organization in the State of Ohio and of all qualifications and registrations of the Company as a
foreign limited liability company in any other jurisdictions and shall take any other actions
necessary to terminate the Company.
SECTION 16.07 SURVIVAL OF INDEMNITY RIGHTS, DUTIES, AND OBLIGATIONS
For purposes of Article Seventeen, including any Member’s right to indemnification under
Section 17.04, the Company’s dissolution, liquidation, winding up, or termination for any reason
will not release any party from any loss that, at the time of the dissolution, liquidation, winding
up, or termination, had already accrued to any other party or which may accrue because of any
act or omission occurring before the dissolution, liquidation, winding up, or termination.
SECTION 16.08 COMPANY ASSET SALES DURING TERM OF THE COMPANY
The sale of Company assets during the term of the Company does not constitute liquidation,
dissolution, or termination of the Company as defined under this Article. The Manager may
reinvest the sale proceeds in other assets consistent with the business purposes for the Company.
Further, the Manager may participate in any real property exchange as defined in Code Section
1031 if the exchange fulfills the business purposes of the Company.

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 ARTICLE 17
EXCULPATION AND INDEMNIFICATION

SECTION 17.01 EXCULPATION OF PROTECTED PERSONS

No Protected Person is liable to the Company or any other Protected Person for any loss,
damage, or claim incurred because of any action taken or not taken by the Protected Person in
good-faith reliance on the provisions of this Agreement. This exculpation is only effective if the
action or omission is not an Unprotected Act and does not protect any Voting Member from a
court order to purchase the Interest of another Member who successfully contends that the
Member committed actionable, oppressive acts against the other Member.
SECTION 17.02 GOOD-FAITH RELIANCE
A Protected Person is fully protected if the Protected Person relies in good faith on the
Company’s records or on information, opinions, reports, or statements of the following Persons
or groups:
● another Manager;
● one or more employees of the Company;
● any attorney, independent accountant, appraiser, or other expert or professional
employed or engaged by or on behalf of the Company; or
● any other person selected in good faith by or on behalf of the Company, in each case
as to matters that the relying person reasonably believes to be within the other
person’s area of professional expertise.
The information, opinions, reports, or statements referred to above include financial statements;
information, opinions, reports, or statements as to the value or amount of the Company’s assets,
liabilities, income, or losses; and any facts pertinent to the existence and amount of assets from
which distributions might properly be paid.
In no way does this provision limit any person’s right to rely on information as provided in the
Act. Any act, omission, or forbearance by a Protected Person on the advice of the Company’s
counsel must be conclusively presumed to have been in good faith.
SECTION 17.03 DECISION-MAKING STANDARDS
When this Agreement permits or requires a Protected Person to make a decision (including
discretionary decisions and other grants of similar authority or latitude), the Protected Person is
entitled to consider only the interests and factors as the Protected Person chooses, including its
own interests, with no obligation to give any consideration to any interest of or factors affecting
the Company or any other person. When this Agreement permits or requires a Protected Person
to make a good-faith decision, the Protected Person shall act under this express standard and is
not subject to any other standard imposed by this Agreement or any Applicable Law.
SECTION 17.04 INDEMNIFICATION
The Company shall indemnify, hold harmless, defend, pay, and reimburse any Protected Person
against all losses, claims, damages, judgments, fines, or liabilities, including reasonable legal
fees or other expenses incurred in their investigation or defense, that arise in connection with any
actual or alleged act, omission, or forbearance performed or omitted on behalf of the Company

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or any Member in connection with the Company’s business. If the act or omission is not an
Unprotected Act, the Company shall also reimburse any amounts expended in settling any claims
(collectively, Indemnity Losses) to which the Protected Person may become subject because:
● of any act or omission or alleged act or omission on behalf of the Company, or any
Member;
● the Protected Person is or was acting in connection with the Company’s business as a
partner, member, stockholder, controlling Affiliate, manager, director, officer,
employee, or agent of the Company; any Member; or any of their respective
controlling Affiliates; or
● the Protected Person is or was serving at the Company’s request as a partner, member,
manager, director, officer, employee, or agent of any person including the Company.
A Protected Person’s conduct will be determined under a final, nonappealable order of a court of
competent jurisdiction. The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the Protected Person did not act in good faith or, with respect to any criminal
proceeding, had reasonable cause to believe that the conduct was unlawful or constituted fraud or
willful misconduct.
The indemnity provided by this Article extends to the full extent permitted by the Act as it now
exists or may later be amended, substituted, or replaced, but only if the amendment, substitution,
or replacement permits the Company to provide broader indemnification rights than those the
Act permits.
SECTION 17.05 REIMBURSEMENT
The Company shall promptly reimburse and may provide advancements to each Protected Person
for reasonable legal or other expenses incurred in connection with investigating, preparing to
defend, or defending any claim, lawsuit, or other proceeding relating to any Indemnity Losses for
which such Protected Person may be indemnified under Section 17.04. If it is finally judicially
determined that the Protected Person is not entitled to the indemnification provided by Section
17.04, the Protected Person shall promptly reimburse the Company for any reimbursed or
advanced expenses.
SECTION 17.06 ENTITLEMENT TO INDEMNITY
The indemnification provided by Section 17.04 does not exclude any other indemnification
rights under any separate agreement or otherwise. Section 17.04 will continue to protect each
Protected Person regardless of whether the Protected Person remains in the position or capacity
under which the Protected Person became entitled to indemnification under Section 17.04 and
will inure to the benefit of the Protected Person’s executors, administrators, legatees, and
distributes.
SECTION 17.07 INSURANCE
To the extent available on commercially reasonable terms, the Manager may purchase, at the
Company’s expense, insurance to cover Indemnity Losses covered by these indemnification
provisions and to cover Indemnity Losses for any Protected Person’s breach or alleged breach of
the Protected Person’s duties. The Manager will determine the coverage amounts and the

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deductibles. A decision not to purchase insurance will not affect a Protected Person’s right to
indemnification (including the right to be reimbursed, advanced expenses, or indemnified for
Indemnity Losses under any other provisions of this Agreement) under this Agreement. A
Protected Person that recovers any amount for any Indemnity Losses from any insurance
coverage shall reimburse the Company for any amount previously received from the Company
for those Indemnity Losses.
SECTION 17.08 INDEMNIFICATION OBLIGATION FUNDING
Despite anything in this Agreement to the contrary, any indemnity by the Company relating to
Section 17.04 will be provided out of and to the extent of the Company’s assets. No Member
will have any personal liability or will be required to make Capital Contributions to help satisfy
the indemnity unless the Member otherwise agrees in writing.
SECTION 17.09 SECURITIES INDEMNITY
Each Member agrees to hold the Company harmless from all expenses, liabilities, and damages
(including reasonable attorneys’ fees) arising from a disposition of Interest in any manner that
violates the Securities Act, any applicable state securities law, or this Agreement. This
indemnification includes the Company’s Members, Manager, Member principals, organizers, and
controlling persons (as defined in the Securities Act), and any persons affiliated with any of them
or with the distribution of the Interest.
SECTION 17.10 SAVINGS CLAUSE
Article Seventeen survives the Company’s dissolution, liquidation, winding up, and termination.
If Article Seventeen or any portion of it is invalidated on any ground by any court of competent
jurisdiction, the Company shall indemnify and hold harmless each Protected Person under any
applicable portion of this Article that was not invalidated and to the full extent permitted by
Applicable Law. To the extent possible, Article Seventeen supersedes any Ohio law to the
contrary.
SECTION 17.11 AMENDMENT
Article Seventeen is a contract between the Company and, collectively, each Protected Person
who serves in that capacity at any time while Article Seventeen is in effect. The Company and
each Protected Person intend to be legally bound under this contract. No amendment,
modification, or repeal of Article Seventeen that adversely affects a Protected Person’s
indemnification rights for Indemnity Losses incurred or relating to a state of facts existing before
the amendment, modification, or repeal will apply without the Protected Person’s prior written
consent.

ARTICLE 18
GENERAL MATTERS

SECTION 18.01 EXPENSES

Except as otherwise expressly provided in this Agreement, the Company must pay all expenses
(including fees and disbursements of counsel, financial advisors, and accountants) incurred in
preparing and executing this Agreement, making any amendment or waiver to it, and completing
the transactions contemplated by it.

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SECTION 18.02 BINDING EFFECT
Subject to the restrictions on transfer in this Agreement, this Agreement binds and inures to the
benefit of the Members and to their respective successors, personal representatives, heirs, and
assigns.
SECTION 18.03 FURTHER ASSURANCES
In connection with this Agreement and the transactions contemplated by it, the Company and
each Member agree to provide further assurances if requested by the Company or any other
Member. These further assurances include signing and delivering any additional documents,
instruments, conveyances, and other assurances or taking any further actions necessary to carry
out the provisions of or transactions contemplated by this Agreement.
SECTION 18.04 NO WAIVER
Any Member’s failure to insist upon strict performance of any provision or obligation of this
Agreement for any period is not a waiver of that Member’s right to demand strict compliance in
the future. An express or implied consent to or waiver of any breach or default in the
performance of any obligations under this Agreement is not a consent to or waiver of any other
breach or default in the performance of the same or of any other obligation.
SECTION 18.05 NO DUTY TO MAIL ARTICLES OF ORGANIZATION
The Manager does not have an obligation to deliver or mail copies of the Articles of
Organization or any amendments to the Members unless required to do so by the Act.
SECTION 18.06 GOVERNING LAW
The affairs of the Company and the conduct of its business are governed by the provisions of this
Agreement to the extent such provisions are not in conflict with nonwaivable provisions of
Applicable Law or the Articles of Organization. This Agreement is governed, construed, and
administered according to the laws of Ohio, as from time to time amended, and any applicable
federal law. No effect is given to any choice-of-law or conflict-of-law provision or rule (whether
of the State of Ohio or any other jurisdiction) that would cause the application of the law of any
jurisdiction other than those of the State of Ohio.
SECTION 18.07 VENUE; SUBMISSION TO JURISDICTION
A cause of action arising out of this Agreement includes any cause of action seeking to enforce
any provision of or based on any matter arising out of or in connection with this Agreement or
the transactions contemplated by it. The parties agree that any suit, action, or proceeding,
whether in contract, tort, or otherwise, arising out of this Agreement must be brought in a state or
federal court or courts located in State of Ohio and in the county of or nearest to the Company’s
principal office if one of these courts has subject-matter jurisdiction over the suit, action, or
proceeding. Any cause of action arising out of this Agreement is deemed to have arisen from a
transaction of business in the State of Ohio.
Each party irrevocably consents to the jurisdiction of these courts (and their respective appellate
courts) in any cause of action arising out of this Agreement. To the fullest extent permitted by
Applicable Law, each party irrevocably waives any objection that it may have now or later to the
venue of any action arising out of this Agreement in any of these courts, including an
inconvenient-forum petition.

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Service of process, summons, notice, or other document by registered mail to the address set
forth in Section 18.12 is effective service of process for any suit, action, or other proceeding
brought in any court.
SECTION 18.08 WAIVER OF JURY TRIAL
Each party to this Agreement acknowledges and agrees that any controversy arising out of this
Agreement is likely to involve complicated issues. Therefore, each party irrevocably and
unconditionally waives any right it may have to a trial by jury for any cause of action arising out
of this Agreement.
SECTION 18.09 EQUITABLE REMEDIES
Each party to this Agreement acknowledges that its breach or threatened breach of any of its
obligations under this Agreement would give rise to irreparable harm to the other parties and
monetary damages would not be an adequate remedy. Therefore, each party to this Agreement
agrees that if any party breaches or threatens to breach any of its obligations, each of the other
parties to this Agreement will be entitled to equitable relief, including a temporary restraining
order, an injunction, specific performance, and any other equitable relief available from a court
of competent jurisdiction (without any requirement to post bond). These equitable remedies are
in addition to all other rights and remedies that may be available in respect of the breach.
SECTION 18.10 ATTORNEYS’ FEES
If any party to this Agreement institutes any legal cause of action—including
arbitration—against another party arising out of or relating to this Agreement, the prevailing
party will be entitled to the costs incurred in conducting the cause of action, including reasonable
attorneys’ fees and expenses and court costs.
SECTION 18.11 REMEDIES CUMULATIVE
Except to the extent this Agreement expressly provides otherwise, the rights and remedies under
this Agreement are cumulative and are in addition to and not in substitution for any other rights
and remedies available at law, in equity, or otherwise.
SECTION 18.12 NOTICES
Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and other
communications called for under this Agreement must be in writing and will be deemed to have
been given:
● when delivered by hand (with written confirmation of receipt);
● when received by the addressee if sent by a nationally recognized overnight courier
(receipt requested);
● on the date sent by facsimile or email as a PDF document (with confirmation of
transmission) if sent during recipient’s normal business hours, and on the next
business day if sent after normal business hours of the recipient; or
● on the fifth day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid.
If notice is required to be given to a minor or incapacitated individual, notice must be given to
the minor or incapacitated individual’s parent or Legal Representative.

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The written notice must be sent to the respective parties at the party’s last known address (or at
the address a party has specified in a notice given in accordance with this Section). Each
Member shall notify the Company in writing within five days of any change to the Member’s
address.
SECTION 18.13 SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement does not affect the validity
or enforceability of any other provision of this Agreement. If a court of competent jurisdiction
determines that any provision is invalid, the remaining provisions of this Agreement are to be
construed as if the invalid provision had never been included in this Agreement.
Subject to Section 13.03, upon a determination that any provision is invalid, illegal, or
unenforceable, the parties to this Agreement shall negotiate in good faith to modify this
Agreement to give effect to the original intent of the parties as closely as possible in a mutually
acceptable manner so that the transactions contemplated by this Agreement can be consummated
as originally contemplated to the greatest extent possible.
SECTION 18.14 SEPARATE COUNSEL
By signing this Agreement, each party acknowledges that this Agreement is the product of
arms-length negotiations between the parties and should be construed as such. Each party
acknowledges that he or she has been advised to seek separate counsel and has had adequate
opportunity to do so.
SECTION 18.15 ENTIRE AGREEMENT
This Agreement, together with the Articles of Organization, any agreement by any Member to
join or otherwise acquire an interest in the Company, and all related Exhibits, Schedules, and
other agreements specifically referred to in this Agreement, constitutes the sole and entire
agreement of its parties with respect to the Agreement’s subject matter. This Agreement
supersedes all prior and contemporaneous understandings, agreements, representations, and
warranties with respect to the subject matter. As between or among the parties, oral statements
or prior written material not specifically incorporated in this Agreement have no force or effect.
The parties specifically acknowledge that, in entering into and executing this Agreement, each is
relying solely upon the representations and agreements contained in this Agreement and no
others.
SECTION 18.16 NO THIRD PARTY BENEFICIARIES
Except as provided in Article Seventeen, which benefits and is enforceable by the Protected
Persons it describes, this Agreement is for the sole benefit of its parties and their respective heirs,
executors, administrators, successors, and assigns. Nothing in this Agreement, express or
implied, confers any legal or equitable right, benefit, or remedy of any nature whatsoever upon
any other person, including any creditor of the Company.
SECTION 18.17 AMENDMENTS
Except as provided in Section 8.14, no provision of this Agreement may be amended or modified
except by a written instrument executed by the Manager and the Members. Despite the
foregoing, amendments to the Schedule of Members after any new issuance, redemption,

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repurchase, or transfer of Interest in accordance with this Agreement may be made by the
Manager without the consent of or execution by the Members.
SECTION 18.18 MULTIPLE ORIGINALS; VALIDITY OF COPIES
This Agreement may be signed in any number of counterparts, each of which will be deemed an
original. Any person may rely on a copy of this Agreement that any Manager certifies to be a
true copy to the same effect as if it were an original.
SECTION 18.19 DETERMINATION OF FAIR MARKET VALUE
The Fair Market Value of any asset is the purchase price that a willing buyer having reasonable
knowledge of relevant facts would pay a willing seller for that asset in an arm’s length
transaction on any date, without time constraints and without being under any compulsion to buy
or sell. Fair Market Value is a good-faith determination made by the Manager based on factors
the Manager, in its reasonable business judgment, considers relevant.

ARTICLE 19
DEFINITIONS AND INTERPRETATION

SECTION 19.01 DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings.
(a) Act
Act means the Ohio Limited Liability Company Act, as amended from time to time.
(b) Additional Member
Additional Member means any person not previously a Member who acquires an Interest and
is admitted as a Member according to Section 14.07. An Additional Member may be either a
Voting Member or Non-Voting Member.
(c) Adjusted Capital Account Deficit
Adjusted Capital Account Deficit means the negative balance in a Member’s Capital Account
at the end of a Taxable Year after:
● increasing the Capital Account by the amount, if any, of such negative balance the
Member is obligated to restore under this Agreement and the amount of such
negative balance the Member is deemed to be obligated to restore under Treasury
Regulations sections 1.704-2(g)(1) and 1.704-2(i)(5); and
● reducing the Capital Account with the items described in Treasury Regulations
sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).
(d) Affiliate
Affiliate means any of the following persons or any person who controls, is controlled by, or
is under common control with any of the following persons:
● a Member;
● a Member’s Immediate Family member; or
● a Legal Representative, successor, Assignee, or trust for the benefit of a Member
or any Member’s Immediate Family members.

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For purposes of this definition, control means the direct or indirect power to direct or cause
the direction of the person’s management and policies, whether by owning voting securities,
partnership, or other ownership interests; by contract; or otherwise.
(e) Agreement
Agreement means this Operating Agreement, as amended from time to time.
(f) Applicable Law
Applicable Law means the Act, the Code, the Securities Act, all pertinent provisions of any
agreements with any Governmental Authority and all pertinent provisions of any
Governmental Authority’s:
● constitutions, treaties, statutes, laws, common law, rules, regulations, decrees,
ordinances, codes, proclamations, declarations, or orders;
● consents or approvals; and
● orders, decisions, advisory opinions, interpretative opinions, injunctions,
judgments, awards, and decrees.
(g) Articles of Organization
Articles of Organization means the Articles of Organization filed with the Ohio Secretary of
State as required by the Act, or any other similar instrument required to be filed by the laws
of any other state in which the Company intends to conduct business.
(h) Assignee
Assignee means the recipient of an Interest by assignment.
(i) Book Value
With respect to any Company property, Book Value means the Company’s adjusted basis for
federal income tax purposes, adjusted from time to time to reflect the adjustments required or
permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g). The Book Value of each
Company asset must be adjusted as of the date of this Agreement under Treasury Regulation
Section 1.704-1(b)(2)(iv)(f) in a manner determined by the Manager so that the aggregate
Book Value of the Company’s assets (net of the Company’s liabilities) as of this date is equal
to the aggregate Capital Account balances of the Members as of this date.
(j) Budget
Budget means the monthly and annual operating budgets for the Company for the upcoming
Taxable Year. The submission must include capital and operating expense budgets,
cash-flow projections, covenant compliance calculations of all outstanding and projected
indebtedness, and profit-and-loss projections, all itemized in reasonable detail.
(k) Capital Account
Capital Account means the account established and maintained for each Member under
Section 5.01 and under Treasury Regulation Section 1.704-1(b)(2)(iv), as amended from time
to time.
(l) Capital Contribution
Capital Contribution means the total cash and other consideration contributed and agreed to
be contributed to the Company by each Member. Each initial Capital Contribution is shown
in the Schedule A, attached and incorporated into this Agreement. Additional Capital
Contribution means the total cash and other consideration contributed to the Company by

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each Member (including any Additional Member) other than the initial Capital Contribution.
Any reference in this Agreement to the Capital Contribution of a current Member includes
any Capital Contribution previously made by any prior Member regarding that Member’s
Interest. The value of a Member’s Capital Contribution is the amount of cash plus the Fair
Market Value of other property contributed to the Company.
(m) Cause
Cause, with respect to any particular Service Provider, has the meaning set forth in any
effective employment agreement, or other written contract of engagement entered into
between the Company and the Service Provider. If none, Cause means any of the following
acts by a Service Provider:
● repeatedly failing to substantially perform his or her duties as an employee or
other associate of the Company (unless resulting from his or her disability) that,
whether committed willfully or negligently, continues unremedied for more than
30 days after the Company has provided written notice of the failure (failing to
meet financial performance expectations is not, by itself, a failure by the Service
Provider to substantially perform his or her duties);
● committing fraud or embezzling;
● being materially dishonest or breaching a fiduciary duty against the Company;
● committing willful misconduct or gross negligence that injures the Company;
● being convicted of, or pleading guilty or nolo contendere to, a felony (or any
state-law equivalent) or willfully or materially violating any federal, state, or
foreign securities laws;
● being convicted of any other criminal act or act of material dishonesty, disloyalty,
or misconduct that has a material adverse effect on the property, operations,
business, or reputation of the Company;
● using, being under the influence, or possessing illegal drugs on the premises of
the Company while performing any duties or responsibilities with the Company;
● materially violating any rule or policy of the Company; or
● materially breaching any covenant undertaken in Article Thirteen or any
employment agreement, or any written nondisclosure, noncompetition, or no
solicitation agreement with the Company.
If a court of competent jurisdiction (or an arbitrator in binding arbitration conducted by
agreement of the Members) conclusively determines the issue of Cause against the Service
Provider, any voting attributes of a Service Provider who is also a Voting Member will be
disregarded in the vote to remove the Service Provider.
(n) Code
References to the Code or to its provisions are to the Internal Revenue Code of 1986, as
amended from time to time, and any corresponding Treasury Regulations. References to the
Treasury Regulations are to the Treasury Regulations under the Code in effect. If a particular
provision of the Code is renumbered or a subsequent federal tax law supersedes the Code,
any reference is to the renumbered provision or to the corresponding provision of the
subsequent law, unless the result would be clearly contrary to the Members’ intent as
expressed in this Agreement. The same rule applies to Treasury Regulations references.

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(o) Company
Company means Pipiles LLC, an Ohio limited liability company.
(p) Company Minimum Gain
Company Minimum Gain means the minimum amount of gain that would be realized by the
Company if the Company disposed of all Company property subject to the liabilities in full
satisfaction of those liabilities, computed under Treasury Regulation Section 1.704-2(b) and
(d).
(q) Company Representative
Company Representative is defined in Section 2.02.
(r) Fair Market Value
Fair Market Value is defined in Section 18.19.
(s) Governmental Authority
Governmental Authority means any local, state, federal, or foreign government or its political
subdivision; any agency or instrumentality of a government or its political subdivision; or
any self-regulated organization or other nongovernmental regulatory authority or
quasi-Governmental Authority whose rules, regulations, or orders have the force of law.
Governmental Authority also means any arbitrator, court, or tribunal of competent
jurisdiction.
(t) Immediate Family
Immediate Family means any Member’s spouse (but not a spouse who is legally separated
from the person under a decree of divorce or separate maintenance), parents, parents-in-law,
descendants (including descendants by adoption), spouses of descendants (but not a spouse
who is legally separated from the person under a decree of divorce or separate maintenance),
brothers, sisters, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, and
grandchildren-in-law.
(u) Indemnity Losses
Indemnity Losses is defined in Section 17.04.
(v) Interest
Interest means the ownership interest and rights of a Member in the Company, including the
Member’s right to a distributive share of the profits and losses, the distributions, and the
property of the Company. All Interests are subject to the restrictions on transfer imposed by
this Agreement. Each Member’s Interest is personal property and no Member will acquire
any interest in any of the assets of the Company. An Interest may be further defined as a
Voting Interest or a Non-Voting Interest. Interests may be adjusted from time to time under
Article Three.
(w) Legal Representative
With respect to any individual, Legal Representative means a person’s guardian, conservator,
executor, administrator, trustee, or any other person representing a person or the person’s
estate. With respect to any person, Legal Representative means all directors, officers,
employees, consultants, financial advisors, counsel, accountants, and other agents of the
person.

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(x) Majority Vote
Majority Vote means a ratio of more than 50 votes out of every 100 votes that may be cast
will determine the matter subject to the vote.
(y) Manager
Manager means any individual or legal entity designated in this Agreement as a Manager. A
Manager conducts the business of the Company and is authorized to exercise the powers and
duties of Manager detailed in this Agreement.
(z) Member
Member, without the qualifier Voting or Non-Voting, means any person designated in this
Agreement as a Voting or Non-Voting Member or any person who becomes a Voting or
Non-Voting Member under this Agreement.
(aa) Member Joinder
Member Joinder means the joinder agreement in form and substance attached to this
Agreement.
(bb) Member Minimum Gain
Regarding a Member Non-Recourse Debt, Member Minimum Gain means the least amount
of gain that the Company would realize if the Company disposed of the encumbered
Company property in full satisfaction of the encumbrance.
(cc) Member Non-Recourse Debt and Member Non-Recourse Deductions
Member Non-Recourse Debt means nonrecourse Company debt for which one or more
Members bear economic risk of loss as defined in Treasury Regulation Section 1.704-2(b)(4).
Member Non-Recourse Deductions means for each Taxable Year, the Company deductions
that are attributable to Member Non-Recourse Debt and are characterized as Member
Non-Recourse Deductions under Treasury Regulation Section 1.704-2(b).
(dd) Permitted Transfer; Permitted Transferee
A Permitted Transfer is an Interest transfer made under Article Fourteen. A Permitted
Transferee is the recipient of a Permitted Transfer.
(ee) Protected Person
Protected Person means:
● each Member;
● each Member’s officer, director, shareholder, partner, member, controlling
Affiliate, employee, agent, or Legal Representative and each of their controlling
Affiliates; and
● each of the Company’s Manager, employees, and agents or Legal Representatives.
(ff) Qualified Appraiser and Qualified Appraisal
A Qualified Appraiser means an appraiser who is a member of the American Society of
Appraisers, Business Valuations Division, and accredited to perform business appraisals or
valuations by this organization; or, alternatively, a certified public accountant accredited in
business valuation by the American Institute of Certified Public Accountants. A Qualified
Appraisal means any appraisal performed by a Qualified Appraiser.

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(gg) Securities Act
Securities Act refers to the Securities Act of 1933, as amended, or any successor federal
statute, and the rules and regulations under it that are in effect at the time.
(hh) Service Provider
Service Provider means any employee, consultant, or other service provider of the Company.
(ii) Taxable Year
Taxable Year means the calendar year or any other accounting period selected by the
Manager. Taxable Year is synonymous with fiscal year for all purposes of this Agreement.
(jj) Third Party
Third Party means any person who:
● is not a Member of the Company;
● does not directly or indirectly own or have the right to acquire any outstanding
Interests;
● is not a Permitted Transferee of any person who directly or indirectly owns or has
the right to acquire any Interests; and
● is not an Affiliate.
With respect to any controversy concerning the Company, Third Party means an individual
who is not related to or subordinate to a claimant or respondent and has no personal or
financial stake in the resolution of the controversy other than fair and reasonable
compensation for services provided to resolve the controversy.
(kk) Unprotected Act
Unprotected Act means any act, omission, or forbearance by a Protected Person that:
● with respect to any criminal proceeding, the Protected Person would have
reasonable cause to believe was unlawful or
● constitutes fraud or willful misconduct.
(ll) Voting Interest; Non-Voting Interest
Voting Interest means an Interest that includes the right to consent or approve of certain
Company actions. Each Voting Member holds a Voting Interest. Non-Voting Interest means
an Interest that does not include the right to consent or approve of certain Company actions.
(mm) Voting Member; Non-Voting Member
Voting Member means any Member with a Voting Interest. A Non-Voting Member means a
Member with a Non-Voting Interest. Except as otherwise specifically permitted by this
Agreement or with the prior written consent of all the Voting Members, a Non-Voting
Member has no right to vote or participate in the Company’s management, or to act on behalf
of the Company in any way or for any purpose.
(nn) Preferred Return
Preferred Balance means an amount, updated quarterly for each Member, equal to:
● the Member's prior quarter Preferred Balance; plus
● the Members' Preferred Return for the quarter; plus
● any Capital Contributions made by the Member within the quarter; less

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 ● any distributions sent to the Member meant as a Return of Capital or in
satisfaction of that Member's Preferred Return.

(oo) Preferred Balance

Preferred Balance means an amount, updated quarterly for each Member, equal to:
● the Member's prior quarter Preferred Balance; plus
● the Members' Preferred Return for the quarter; plus
● any Capital Contributions made by the Member within the quarter; less
● any distributions sent to the Member meant as a Return of Capital or in
satisfaction of that Member's Preferred Return.

SECTION 19.02 INTERPRETATION

The following general provisions and rules of construction apply to this Agreement.
(a) Singular and Plural; Gender
Unless the context requires otherwise, words denoting the singular may be construed as
plural and words of the plural may be construed as denoting the singular. Words of one
gender may be construed as denoting another gender as is appropriate within the context.
The word or, when used in a list of more than two items, may function as both a conjunction
and a disjunction as the context requires or permits.
(b) Headings of Articles, Sections, and Subsections
The headings of Articles, Sections, and Subsections used within this Agreement are included
solely for the reader’s convenience and reference. They have no significance in the
interpretation or construction of this Agreement.
(c) Days and Business Days
In this Agreement, days, without further qualification, means calendar days and business
days means any day other than a Saturday, Sunday or a day on which national banks are
allowed by the Federal Reserve to be closed.
(d) Delivery
Delivery is taken in its ordinary sense and includes:
● personal delivery to a party;
● mailing by certified United States mail to the last known address of the party to
whom delivery is made, with return receipt requested to the party making
delivery;
● facsimile transmission to a party when receipt is confirmed in writing or by
electronic transmission back to the sending party; or
● electronic mail transmission to a party when receipt is confirmed in writing or by
electronic mail transmission back to the sending party.
The effective date of delivery is the date of personal delivery or the date of the return receipt,
if received by the sending party. If no return receipt is provided, the effective date is the date

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the transmission would have normally been received by certified mail if there is evidence of
mailing.
(e) Include, Includes, and Including
In this Agreement, the words include, includes, and including mean include without
limitation, includes without limitation, and including without limitation, respectively.
Include, includes, and including are words of illustration and enlargement, not words of
limitation or exclusivity.
(f) Words of Obligation and Discretion
Unless otherwise specifically provided in this Agreement or by the context in which used, the
word shall is used to impose a duty, to command, to direct, or to require. Terms such as may,
is authorized to, is permitted to, is allowed to, has the right to, or any variation or other
words of discretion are used to allow, to permit, or to provide the discretion to choose what
should be done in a particular situation, without any other requirement. Unless the decision
of another party is expressly required by this Agreement, words of permission give the
decision-maker the sole and absolute discretion to make the decision required in the context.
(g) Assignment
In this Agreement, assignment includes any method—direct or indirect, voluntary or
involuntary—by which the legal or beneficial ownership of any interest in the Company is
transferred or changed, including:
● any sale, exchange, gift, or any other form of conveyance, assignment, or transfer;
● a change in the beneficial interests of any trust or estate that holds any interest in
the Company and a distribution from any trust or estate;
● a change in the ownership of any Member that is a corporation, partnership,
limited liability Company, or other legal entity, including the dissolution of the
entity;
● a change in legal or beneficial ownership or other form of transfer resulting from
the death or divorce of any Member or the death of the spouse of any Member;
● any transfer or charge under a charging order issued by any court; and
● any levy, foreclosure, or similar seizure associated with the exercise of a
creditor’s rights in connection with a mortgage, pledge, encumbrance, or security
interest.
Assignment does not include any mortgage, pledge, or similar voluntary encumbrance or
grant of a security interest in any Interests in the Company.
(h) References to Transfer, Transferor, and Transferee
In this Agreement, transfer includes any direct or indirect sale, transfer, assignment, pledge,
encumbrance, hypothecation, or other disposition or attempted disposition. The term
includes any involuntary transfer, such as a transfer that occurs by operation of law. If a
person enters into a contract, option, or other arrangement or understanding to make a
transfer, that contract, option, or other arrangement or understanding will itself be considered
a transfer. When used as a verb, transfer has a correlative meaning. A person who makes a
transfer may be referred to as a transferor, and a person who receives a transfer may be
referred to as a transferee.

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(i) References to Property or Assets
Any reference in this Agreement to property or assets, without further qualification, must be
construed broadly to include, as to any person, all property of any kind—real or personal,
tangible or intangible, legal or equitable—whether now owned or subsequently acquired.
The following items are each considered assets or property of a person: money, stock,
accounts receivable, contract rights, franchises, value as a going concern, causes of action,
undivided fractional ownership interests, intellectual property rights, and anything of any
value that can be made available for or appropriated to the payment of debts.
(j) References to Individuals and Entities
Unless further qualified in the context, any reference in this Agreement to a person, party, or
individual, or the use of indefinite pronouns like anyone, everyone, someone, or no one must
be construed broadly to include any individual, trust, estate, partnership, association,
company, corporation, or other entity or non-entity capable of having legal rights and duties.
Person, without further qualification, has the same broad meaning as defined in Code Section
7701(a)(1) and includes any individual, trust, estate, partnership, association, company, or
corporation. The Company and its successors and assigns and each Member or Assignee and
their successors, assigns, heirs, and personal representatives are all considered persons for
purposes of this Agreement. Natural person is used to distinguish a human being from a
juridical person, such as a trust, estate, partnership, association, company, or corporation.
(k) Internal References
Unless the context otherwise requires:
● reference to Articles, Sections, and Exhibits mean the Articles and Sections of,
and Exhibits attached to, this Agreement;
● reference to an agreement, instrument or other document means the agreement,
instrument, or other document as amended, supplemented, and modified from
time to time to the extent permitted by its provisions; and
● reference to a statute means the statute as amended from time to time and includes
any successor legislation to it and any regulations promulgated under it.
The Exhibits referred to in this Agreement must be construed with, and as an integral part of,
this Agreement to the same extent as if they were set forth verbatim in this Agreement.
(l) No Presumption against Drafting Party
This Agreement is to be construed without giving force to any presumption or rule requiring
construction or interpretation against the drafting party. No party may claim that an
ambiguity in this Agreement should be construed against any other party or that there was
any coercion, duress (economic or otherwise), negligent misrepresentation, or fraud
(including fraud in the inducement) affecting the validity or enforcement of this Agreement.

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Signed:

MANAGER:
Kamehameha Capital LLC

_______________________________
Managing Member

Date: ____________________________

MEMBER:
Kamehameha Capital LLC

_______________________________
Managing Member

Date: _______________________________

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 ​SCHEDULE A

SCHEDULE OF MEMBERS

Member Initial Capital Contribution Ownership

Kamehameha Capital LLC Services 100% of Class E Membership

Units Interest (Non-Voting)

(Reserved for Investors) $1,000,000.00 100% of Class A, B, C and D

Preferred Membership Units
Interest (Voting)

​
 ​SUBSCRIPTION AGREEMENT

This Subscription Agreement (Agreement) is dated ______________________ and is between

Pipiles LLC, an Ohio limited liability company (Company), and
____________________________ (Subscriber). All capitalized terms used but not defined in
this Agreement are defined in the Operating Agreement dated March 31th 2023 a copy of which
has been provided to Subscriber.

BACKGROUND

The parties acknowledge that:

● Company was formed as a limited liability company under the laws of the State of
Ohio by filing its Articles of Organization in the office of the Secretary of State;
● the existing Members have fully set out their respective rights and duties with respect
to Company and its assets in the Operating Agreement;
● Subscriber is an Accredited Investor as defined by 17 Code of Federal Regulations §
230.501(a) (Regulation D Rule 501a) and has provided a certificate to that effect by
an independent third-party verifier or not domiciled in the United States (a non-U.S.
Investor under Regulation S); and
● Subscriber wishes to purchase from Company, and Company wishes to issue to
Subscriber, an ownership interest in Company in the form of an Interest in the
Company.
Therefore, Company and Subscriber agree as follows.

AGREEMENT

ARTICLE 1 AGREEMENT TO PURCHASE AND SELL

Subscriber agrees to purchase from Company, and (subject to Article Four) Company agrees to
issue and sell to Subscriber _____ Class A¸_____ Class B; _____ Class C; _____ Class D
Preferred Membership Units in Company (the Purchased Interest).

ARTICLE 2 CONSIDERATION
In consideration of the issuance and sale of the Purchased Interest, Subscriber agrees to make:
● a Capital Contribution to Company in the amount set forth on Exhibit A (attached and
incorporated); and
● a commitment to make additional capital contributions to the Company as described
in the Operating Agreement.

ARTICLE 3 CLOSING DATE

Company shall designate the time, date, and place for the closing of the purchase and sale of the
Purchased Interest (Closing). Closing must occur within 14 days of the date of this Agreement.

ARTICLE 4 REJECTION OF SUBSCRIPTION

At or before the Closing, Company may, in its sole discretion and for any reason, elect not to
accept Subscriber’s subscription, in whole or in part. If Company rejects the subscription,
Company shall refund all funds Subscriber submitted to Company in connection with the
rejected subscription.

ARTICLE 5 DEFAULT
If Subscriber defaults on its obligations under this Agreement, within five days after providing
notice of the failure, Company may:
● refuse to issue the Purchased Interest to Subscriber if the default occurs before the
Closing; or
● revert all rights, title, and interest in the Purchased Interest to Company and rescind
the transactions contemplated by this Agreement if the default occurs after the
Closing.

ARTICLE 6 FAILURE OF CLOSING TO OCCUR

Other than the obligation to refund funds to Subscriber under Article Four, Company has no
liability to Subscriber if the Closing fails to occur or if Company fails to issue the Purchased
Interest to Subscriber.

ARTICLE 7 SUBSCRIBER’S OBLIGATIONS

By executing this Subscription Agreement, Subscriber agrees to be bound by the terms of the
Operating Agreement and any other documents Company determines appropriate, advisable, or
necessary to consummate the contemplated transactions.

ARTICLE 8 SUBSCRIPTION IRREVOCABLE

Except as provided under state securities laws, this subscription is irrevocable on the part of
Subscriber.

ARTICLE 9 SUBSCRIBER REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGEMENTS

Subscriber represents and warrants to Company as follows:
● The undersigned has received the Confidential Private Placement Memorandum of
the Company dated ______________________, (including all exhibits, schedules and
other material attached thereto "Offering Memorandum") and was given more than
sufficient time to review and consult with independent legal and tax counsel before
being presented with this Subscription Agreement.
● Prior to signing this Subscription Agreement, the undersigned has carefully reviewed
the Offering Memorandum, and has relied solely on the information contained
therein, and information otherwise provided to him in writing by the Company.
● The undersigned understands that all documents, records and books pertaining to this
investment have been made available for inspection by his attorney and/or his
accountant and/or other representative(s), and himself, and that the books and records
of the Company will be available for inspection by Investors and their attorneys,
accountants or other representatives during reasonable business hours at the
Company's principal place of business.
● The undersigned has had a reasonable opportunity to ask questions of and receive
answers from the Company, concerning the offering of the Membership Interest, and
all such questions have been answered to the full satisfaction of the undersigned.

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 ● No oral representations have been made or oral information furnished to the
undersigned in
● connection with the offering of the Membership Interest which were in any way
inconsistent with the Offering Memorandum.
● The undersigned recognizes that the Company has only recently been organized and
has reviewed the operating history; and, that the Membership Interest as an
investment involves significant risks, including those set forth under the caption
"Risks of Investment" in the Offering Memorandum.
● The undersigned is acquiring the Membership Interest for his or her own account for
investment, and not with a view to the distribution or resale thereof, and understands
that the sale of the Membership Interest has not been registered under the Securities
Act of 1933, as amended (the "Act"), or under any state securities laws, but is offered
in reliance upon exemptions therefrom for nonpublic offerings. The undersigned
understands that the Membership Interest must be held indefinitely unless the
Membership Interest are subsequently registered under the Act and under certain state
securities laws or an exemption or exemptions from such registration are available.
● The undersigned further understands that the Company is under no obligation to
register the Membership Interest on their behalf or to assist them in complying with
any exemption from registration.
● The undersigned understands that the Offering Memorandum has not been filed with
or reviewed by any state securities administrators because of the representation made
by the Company as to the private or limited nature of the offering.
● No other person has a direct or indirect beneficial interest in such Membership
Interest.
● The undersigned realizes that he may not be able to sell or dispose of his Membership
Interest as there will be no public market available.
● The undersigned, if a corporation, partnership, trust or other entity, is authorized and
otherwise duly qualified to purchase and hold such Membership Interest and to enter
into this Subscription Agreement.
● Subscriber represents and warrants that they have knowledge and experience in
financial and business matters that he is capable of evaluating the merits and risks of
the prospective investment described in the Offering Memorandum.
● Subscriber represents and warrants that they have completed the attached Investor
Questionnaire (attached as Exhibit B) and all the information provided within are true
and correct.

ARTICLE 10 NO FRAUDULENT TRANSFER

Subscriber is not entering into this Agreement with the actual or constructive intent to hinder,
delay, or defraud its present or future creditors and is receiving reasonably equivalent value
and fair consideration for Subscriber’s Capital Contribution.
SECTION 10.01 CLEAR TITLE TO CAPITAL CONTRIBUTION
Subscriber’s Capital Contribution has been contributed, transferred, assigned, and conveyed
to Company free and clear of any liens or other obligations other than those existing on this
date and disclosed in writing to Company.

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SECTION 10.02 NO SECURITIES REGISTRATION
The Purchased Interest has not been registered under the Securities Act or the securities laws
of any other jurisdiction, are issued in reliance upon federal and state exemptions for
transactions not involving a public offering, and cannot be disposed of unless they are
subsequently registered or exempted from registration under the Securities Act and the
provisions of this Agreement have been complied with.
SECTION 10.03 LIMITED TRANSFERABILITY
The transferability of the Purchased Interest is severely limited.
SECTION 10.04 ADVERSE IMPACT ON FAIR MARKET VALUE
Some of the restrictions inherent in this form of business and specifically set forth in this
Agreement may have an adverse impact on the Fair Market Value of the Purchased Interests
if Subscriber attempts to sell or borrow against the Purchased Interest.
SECTION 10.05 NO REPORTING REQUIREMENTS
Company will not be subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (Securities Act), and will not file reports, proxy statements, or other
information with the Securities and Exchange Commission or with any state securities
commission.
SECTION 10.06 ACQUISITION FOR OWN USE
The Purchased Interest is being acquired for Subscriber’s own account solely for investment
and not with a view to resell or distribute the Purchased Interest.
SECTION 10.07 INDEPENDENT REVIEW AND ANALYSIS
Subscriber has conducted its own independent review and analysis of the business,
operations, assets, liabilities, results of operations, financial condition, and prospects of
Company and its subsidiaries, and Subscriber acknowledges that Subscriber has been
provided adequate access to the personnel, properties, premises, and records of Company and
its subsidiaries for this purpose.
SECTION 10.08 NO RELIANCE ON MEMBER REPRESENTATIONS
Subscriber’s decision to acquire the Purchased Interest has been made by Subscriber
independent of any other Subscriber or any other Member and independent of any statements
or opinions as to the advisability of the purchase or as to the business, operations, assets,
liabilities, results of operations, financial condition, and prospects of Company and its
subsidiaries that may have been made or given by any other Subscriber or any other Member
or by any agent or employee of any other Subscriber or any other Member.
SECTION 10.09 EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
Subscriber has knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of an investment in Company and of making an informed
decision.
SECTION 10.10 ECONOMIC AND FINANCIAL RISK
Subscriber bears the economic risk of investment for an indefinite period as the Purchased
Interests are not registered under the Securities Act or any state securities laws and cannot be
offered or sold unless subsequently registered or unless an exemption from registration is
available.

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SECTION 10.11 DUE AUTHORIZATION
If this Agreement is signed or joined on behalf of a partnership, trust, corporation, or other
entity, the person signing or joining this Agreement on behalf of Subscriber has been duly
authorized to sign and deliver this Agreement and all other documents and instruments
signed and delivered on behalf of Subscriber in connection with this Agreement and to
consummate the transactions contemplated by this Agreement.
SECTION 10.12 NO LEGAL VIOLATIONS
Subscriber’s signing, delivery, and performance of this Agreement does not contravene or
result in a default in any material respect under any law or regulation applicable to
Subscriber.
SECTION 10.13 NO CONFLICTS
The signing and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement will not, violate any material contractual
restriction or commitment of any kind or character to which Subscriber is a party or by which
Subscriber is bound.
SECTION 10.14 NO REQUIRED CONSENTS
The signing, delivery, and performance of this Agreement does not require Subscriber to
obtain any consent or approval that has not already been obtained.
SECTION 10.15 BINDING AGREEMENT
This Agreement is valid, binding, and enforceable against Subscriber in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and
other similar laws of general applicability relating to or affecting creditors’ rights or general
equity principles, regardless of whether considered at law or in equity.
SECTION 10.16 ACCESS
Subscriber acknowledges that all documents, records, and books pertaining to this investment
have been made available for inspection to Subscriber, its counsel, and its accountants.
Subscriber and Subscriber’s counsel and accountants have had the opportunity to obtain any
additional information necessary to verify the accuracy of the documents presented to them,
and to ask questions of and to receive answers from representatives of Company or persons
authorized to act on its behalf concerning the terms of this investment and other information
as requested. In evaluating the suitability of this investment in Company, Subscriber has not
relied upon any representations or other information (whether oral or written) other than as
set forth in any documents or answers to questions furnished by Company. Subscriber is
making this investment based only on the documents and answers described above; no other
offering literature has been provided to Subscriber.
SECTION 10.17 BROKERS
No broker, finder, or intermediary has been paid or is entitled to a fee or commission from
Subscriber in connection with the purchase of the Purchased Interest. Subscriber is not
entitled to and may not accept any fee or commission.
SECTION 10.18 INDEMNIFICATION
Subscriber acknowledges that Subscriber understands the meaning and legal consequences of
the representations and warranties in this Agreement, and agrees to indemnify and hold
harmless Company and any affiliate of Company; the officers, Members, managers,
associates, agents, and employees of Company and their affiliates; and any professional
advisers to any of the above parties. This indemnification and hold harmless is from and
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 against any loss, damage or liability (including costs and reasonable attorneys’ fees) due to or
arising out of a breach of any representation, warranty or acknowledgement of Subscriber or
failure to fulfill any obligation of Subscriber, whether contained in this Agreement or in any
other document completed as part of the sale of the Purchased Interest to Subscriber, or
arising out of the sale or distribution by Subscriber of any securities in violation of the
Securities Act or any applicable state securities laws. Despite any of the representations,
warranties, acknowledgements, or agreements made in this Agreement by Subscriber,
Subscriber does not by this Agreement nor by any other manner waive any rights granted to
Subscriber under federal or state securities laws.
SECTION 10.19 SUBJECT TO OPERATING AGREEMENT
The Purchased Interest subscribed for in this Agreement is subject to the terms of the
Operating Agreement at all times.
SECTION 10.20 CONFIDENTIALITY
Subscriber agrees, on behalf of Subscriber and any designated representative, to keep any
nonpublic information acquired about Company—under this Agreement or
otherwise—confidential at all times. Nothing in this Subsection imposes a confidentiality
obligation on such persons in connection with:
● any information that such persons already possessed and had acquired from sources
other than Company, or
● any matter that is public knowledge at the date of this Agreement or later becomes
public knowledge through no act or failure to act by Subscriber or Subscriber’s
designated representatives.
SECTION 10.21 SURVIVAL
Subscriber’s representations and warranties survive the Closing. Subscriber represents and
warrants that the representations, warranties, and acknowledgements set forth above are true
and accurate as of this date and as of the Closing. If these representations and warranties are
not true before the Closing in any respect, Subscriber must give prompt written notice to
Company.

ARTICLE 11 BINDING EFFECT

Subject to the restrictions on transfer in this Agreement, this Agreement binds and inures to the
benefit of Subscriber and to respective successors, personal representatives, heirs, and assigns.

ARTICLE 12 FURTHER ASSURANCES

In connection with this Agreement and the transactions contemplated by it, Company and
Subscriber agree to provide further assurances if requested by Company or any other Subscriber
or any Member. These further assurances include signing and delivering any additional
documents, instruments, conveyances, and other assurances or taking any further actions
necessary to carry out the provisions of or transactions contemplated by this Agreement.

ARTICLE 13 NO WAIVER
Failure to insist upon strict performance of any provision or obligation of this Agreement for any
period is not a waiver of the right to demand strict compliance in the future. An express or
implied consent to or waiver of any breach or default in the performance of any obligations
under this Agreement is not a consent to or waiver of any other breach or default in the
performance of the same or of any other obligation.
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ARTICLE 14 GOVERNING LAW
This Agreement is governed, construed, and administered according to the laws of Ohio, and any
applicable federal law. No effect is given to any choice-of-law or conflict-of-law provision or
rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of
the law of any jurisdiction other than those of the State of Ohio.

ARTICLE 15 VENUE; SUBMISSION TO JURISDICTION

A cause of action arising out of this Agreement includes any cause of action seeking to enforce
any provision of or based on any matter arising out of or in connection with this Agreement or
the transactions contemplated by it. The parties agree that any suit, action, or
proceeding—whether in contract, tort, or otherwise—arising out of this Agreement must be
brought in a state or federal court located in the State of Ohio and in the county of or nearest to
Company’s principal office if one of these courts has subject-matter jurisdiction over the suit,
action, or proceeding. Any cause of action arising out of this Agreement is deemed to have arisen
from a transaction of business in the State of Ohio.
Each party irrevocably consents to the jurisdiction of these courts (and their respective appellate
courts) in any cause of action arising out of this Agreement. To the fullest extent permitted by
applicable law, each party irrevocably waives any objection that it may have now or later to the
venue of any action arising out of this Agreement in any of these courts, including an
inconvenient-forum petition.
Service of process, summons, notice, or other document by registered mail to the address set
forth in Section 18.12 is effective service of process for any suit, action, or other proceeding
brought in any court.

ARTICLE 16 WAIVER OF JURY TRIAL

Each party to this Agreement acknowledges and agrees that any controversy arising out of this
Agreement is likely to involve complicated issues. Therefore, each party irrevocably and
unconditionally waives any right it may have to a trial by jury for any cause of action arising out
of this Agreement.

ARTICLE 17 EQUITABLE REMEDIES

Each party to this Agreement acknowledges that its breach or threatened breach of any of its
obligations under this Agreement would give rise to irreparable harm to the other parties and
monetary damages would not be an adequate remedy. Therefore, each party to this Agreement
agrees that if any party breaches or threatens to breach any of its obligations, each of the other
parties to this Agreement will be entitled to equitable relief, including a temporary restraining
order, an injunction, specific performance, and any other equitable relief available from a court
of competent jurisdiction (without any requirement to post bond). These equitable remedies are
in addition to all other rights and remedies that may be available in respect of the breach.

ARTICLE 18 ATTORNEYS’ FEES

If any party to this Agreement institutes any legal cause of action against another party arising
out of or relating to this Agreement, the prevailing party will be entitled to the costs incurred in
conducting the cause of action, including reasonable attorneys’ fees, expenses and court costs.

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ARTICLE 19 R EMEDIES CUMULATIVE
Except to the extent this Agreement expressly provides otherwise, the rights and remedies under
this Agreement are cumulative and are in addition to and not in substitution for any other rights
and remedies available at law, in equity, or otherwise.

ARTICLE 20 NOTICES
Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and other
communications called for under this Agreement must be in writing and will be deemed given:
● when delivered by hand (with written confirmation of receipt);
● when received by the addressee if sent by a nationally recognized overnight courier
(receipt requested);
● on the date sent by facsimile or email (with confirmation of transmission) if sent
during recipient’s normal business hours, and on the next business day if sent after
normal business hours of the recipient; or
● on the fifth day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid.
If notice is required to be given to a minor or incapacitated individual, notice must be given to
the minor or incapacitated individual’s parent or legal representative.
The written notice must be sent to the respective parties at the party’s last known address (or at
the address a party has specified in a notice given in accordance with this Section). Subscriber
shall notify the Company in writing within five days of any change to Subscriber’s address.
Notice to Company must be addressed as follows:

If to Company: 171 Green Meadows Drive S.,

Lewis Center OH 43035

ARTICLE 21 SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement does not affect the validity
or enforceability of any other provision of this Agreement. If a court of competent jurisdiction
determines that any provision is invalid, the remaining provisions of this Agreement are to be
construed as if the invalid provision had never been included in this Agreement.

ARTICLE 22 SEPARATE COUNSEL

By signing this Agreement, each party acknowledges that this Agreement is the product of
arms-length negotiations between the parties and should be construed as such. Each party
acknowledges that he or she has been advised to seek separate counsel and has had adequate
opportunity to do so.

ARTICLE 23 AMENDMENTS
No provision of this Agreement may be amended or modified except by a written instrument
executed by the parties to this Agreement.

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ARTICLE 24 MULTIPLE ORIGINALS; VALIDITY OF COPIES
This Agreement may be signed in any number of counterparts, each of which will be deemed an
original. Any person may rely on a copy of this Agreement that any party certifies to be a true
copy to the same effect as if it were an original.

Dated: ____________________________.

_____, Subscriber

MANAGER:
Kamehameha Capital LLC

By:
Its: Managing Member

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 ​EXHIBIT A
CAPITAL CONTRIBUTION

$_________________ for _______ Class A Preferred Membership Units in Pipiles LLC.

$_________________ for _______ Class B Preferred Membership Units in Pipiles LLC.

$_________________ for _______ Class C Preferred Membership Units in Pipiles LLC.

$_________________ for _______ Class D Preferred Membership Units in Pipiles LLC.