Green Light Home Care, LLC The Offering: 200,000 LLC … · 2017-10-29 · Proactive Partnership -...

Green Light Home Care, LLC Confidential Private Placement Memorandum (PPM) SEC Reg. D 506(c)

©2017 HANNER & Associates, P.A. All Rights Reserved September 12, 2017 P a g e | 1

Offeree Name: ___________________ PPM Number: _______

Green Light Home Care, LLC The Offering:

200,000 LLC Membership Units ($200,000.00) @ $1.00/Unit Represents an Equity Stake in the Company of 16.66%

Minimum Investment: $100.00 Green Light Home Care, LLC (the “Company”) a Florida Limited Liability Company is Offering 200,000 Units of its LLC Membership Units (the “LLC Membership Units” or the “Units”) at a price of $1.00/LLC Membership Unit (the “Offering”). The Units are being offered to accredited investors as defined by Rule 501 Regulation D of the Securities Act of 1933, as amended (the "Act") and to a limited number of unaccredited investors. We require a minimum investment of $100.00 but reserve the right to waive this minimum at our discretion. NOTICE TO INVESTORS: INVESTING IN THESE SECURITIES INVOLVES RISK AND ARE SUITABLE ONLY

BY PERSONS WHO CAN AFFORD TO ASSUME THE RISK OF LOSING THEIR ENTIRE INVESTMENT.

AMONG OTHER RISKS, INVESTORS WILL BE SUBJECT TO LIMITED LIQUIDATION OF THE LLC

MEMBERSHIP UNITS, A LONG-TERM INVESTMENT AND SUBSTANTIAL COMPETITION. SEE "RISK

FACTORS." PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE

FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE PROPOSED

SECURITIES TRANSACTION DESCRIBED HEREIN WILL BE MADE IN RELIANCE UPON THE NON-PUBLIC

OFFERING EXEMPTION FROM REGISTRATION AS PROVIDED IN SECTION 3(B) AND 4(2) OF THE

SECURITIES ACT OF 1933 (THE SECURITIES ACT) RULE 506(c), PROMULGATED PURSUANT TO THE

SECURITIES ACT AND IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS

CONTAINED IN VARIOUS STATE SECURITIES LAWS. SEC FORM D – HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC).

THE LLC MEMBERSHIP UNITS ARE BEING OFFERED PURSUANT TO REGULATION D 506(c), SECTION 4(6)

AND/OR UNIFORM PRIVATE PLACEMENT EXEMPTION AND THE JOBS ACT 106. SECURITIES ARE BEING

OFFERED IN ACCORDANCE WITH FLORIDA STATUTES CHAPTER 517.061(11) AND 517.021(6)(B)6. AND

RULE 69W-500.001-007, FLORIDA ADMINISTRATIVE CODE. THIS OFFERING HAS NOT BEEN FILED WITH

ANY OTHER STATE SECURITIES AGENCY AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR

SOLD EXCEPT AS PERMITTED UNDER THE APPLICABLE STATE SECURITIES LAWS. THE SECURITIES

ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED

OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE

SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

All accepted subscription funds will be immediately available for Company purposes without impound or escrow. We also reserve the right to withdraw, cancel or modify this Offering and to reject subscriptions in whole or in part for the purchase of any of the Units.

Contact: Wilson Aihara / President & CFO, (954) 234-2336, [email protected]



OFFERING SUMMARY

In this Memorandum, “Green Light Home Care, LLC”, “Company,” “company,” “we,” “our,” and “us” refer to Green Light

Home Care, LLC. “You” refers to the reader of this Memorandum. This summary highlights the information contained

elsewhere in this Memorandum. Because this is only a summary, it does not contain all of the information that may be

important to you. For a more complete understanding of this Offering, we encourage you to read this entire Memorandum

and the documents to which we refer you. You should read the following Memorandum together with the more detailed

information and financial pro-forma statement in this Memorandum.

Securities Offered ........................................ 200,000 Shares of LLC Membership Units.

Offering Price ......................................... $1.00 per LLC Membership Unit.

Voting Rights ......................................... You are entitled to one vote for each Unit of LLC Membership Units held by you.

Investor Qualifications ................................ Green Light Home Care, LLC is Offering the shares to accredited investors (as defined by Regulation D under the Securities Act of 1933, as amended) and to a limited number of unaccredited investors. We will require each investor to represent in the Subscription Agreement that the investor is able to evaluate the merits of this investment as well as provide documentation evidencing that they are an accredited investor, if applicable.

Subscription Agreement ............................. Each investor will be required to enter into a Subscription Agreement in the form attached as Exhibit A to this Memorandum.

Minimum Investment ................................... $100.00, unless waived by Green Light Home Care, LLC.

Offering Period ............................................. The Offering will terminate on March 12, 2018, unless we extend the Offering for an additional six months. We reserve the right to terminate the Offering at any time. We will not provide any notice that we have extended the Offering.

Use of Proceeds ........................................... Green Light Home Care, LLC will use the net proceeds of this Offering for general corporate purposes, including product development, working capital and marketing.

Restrictions on Transferability ................... The LLC Membership Units sold in this Offering will be restricted securities under the Securities Act of 1933, as amended, and will not be transferable except in compliance with the Securities Act and applicable state securities laws.

LLC Memberships Authorized .................... 1,200,000 LLC Membership Units.

LLC Membership Units this Offering ......... 200,000 LLC Membership Units.

Dividends…………….…………………While the Company has anticipated/projected dividends to

begin annually from this investment in 2018, there can be no

assurance or guarantee that the Company will ever have sufficient

earnings to declare and pay dividends to the holders of our LLC

Membership Units, and in any event, a decision to declare and pay

dividends is at the sole discretion of our Board of Directors. If we do

not pay dividends, the LLC Membership Units may be less valuable

because a return on your investment will only occur if its LLC

Membership Units price appreciates.

Buy-Back Provisions……………………………Buy-back of the LLC Membership Units from this Offering by the



Company may be offered at a future date at a mutually agreeable EBIDTA.

Suitability...…………………………….…………Because of the lack of liquidity and the special risks

associated with the LLC Membership Units offered hereby, this

Offering is made to investors who are willing to sustain the risk of

an investment in the Company and who are able to make the

representations set forth in the Subscription Agreement, which is

included herewith. Investors may also be required to meet certain

state standards, which may, within those states, require additional

suitability standards for this investment.

Liquidation Preferential Treatment...…………In the event of liquidation of the Company, the Investors

secured under this Offering shall receive their pro-rata LLC Membership Units share of the assets before any funds are given to any other Investor, Debtor or Founder.

Dividend Preferential Treatment...….………. Investors secured under this Memorandum shall receive their

pro-rata shares of Dividends prior to any other LLC Membership Holder when Dividends approved by the Board of Directors. Once the capital invested the equals Dividend Payments, the Dividend distribution extends to all of the LLC Membership Holders.

Tax Incentives for Investors...…………………Potential investors are urged to consult with their private tax

consultants regarding the tax incentives available for an investment

in a business of this type.

Memorandum not Legal Advice.………….…. Prospective investors should not construe the contents of

this Memorandum or any prior or subsequent communications from

the Company or any of our employees, agents, or affiliates,

including our counsel, as legal or tax advice. Each investor must

rely solely upon their own representatives (including legal counsel

and accountant) as to legal, tax, and related matters concerning a

prospective investment in the LLC Membership Units.

Exit Strategy...……………………………………Possible exit strategies include, but are not limited to: sale or merger of the Company, management buyout or raising additional fund via a 2nd private placement to buy-out the investors.

Business Information……………….…... Portions of Green Light Home Care, LLC Business

Information were prepared by the Company using assumptions, including several forward-looking statements. Each prospective investor should carefully review the Business Information in this Memorandum before purchasing LLC Membership Units. Management makes no representations as to the accuracy or achievability of the underlying assumptions and projected results contained herein.

No Escrow Account…………………………….Funds shall be utilized upon receipt, no escrow account shall be established.

How to Subscribe for LLC Membership Units

A purchaser of LLC Membership Units must complete, date, execute, and deliver to the Company the following

documents, as applicable: An Investor Suitability Questionnaire; An original signed copy of the appropriate

Subscription Agreement; and a check payable to “Green Light Home Care, LLC” in the amount of $1.00 per LLC

Membership Unit purchased as called for in the Subscription Agreement.



EXECUTIVE SUMMARY

Green Light Home Care LLC is a state-licensed Home Health Agency that aims to become a preferred franchise option for individual foreign investors looking to open/acquire a US healthcare-related business through programs sponsored by the United States Citizenship and Immigration Services (USCIS). Our goal is to attract foreign capital to tackle two of the most pressing needs in the United States:

Job creation as local caregivers and office workers are hired.

Help the senior segment of the US population live life with dignity and independence. Our agency's mission is to serve as a trusted partner to help families and individuals in need of support with day-to-day self-care activities. Such support includes providing direct professional and paraprofessional home care services as well as guidance to help clients leverage other available resources in the local communities we serve.

Our team of Certified Nursing Assistants and Home Health Aides work under the supervision of Registered Nurses and are amongst the best in the industry. Here are some of our key differentiators:

Web Portal - Authorized family members and care professionals can monitor and participate in the care of our client by accessing a secure portal via any web-enabled device such as a smart phone, tablet, or laptop. Proactive Partnership - Upon client’s authorization, our team can reach out to other care professionals, such as a primary care physician, to share information and coordinate care. Guidance to Community Services and Other Benefit Programs - We provide clients with guidance and assistance to identify and apply for additional benefits from other organizations in the local communities. Special Programs - As unique needs in the marketplace are identified, we may implement special programs to address those needs. One example is the Veterans Assistance Program, designed to assist low-income wartime veterans who are waiting for the approval of their Aid & Attendance pensions.

In partnership with our parent company High Water Mark Capital Inc., Green Light Home Care LLC will be offered as an investment vehicle (franchise) to individual foreign investors through available programs sponsored by the United States Citizenship and Immigration Services (USCIS) and other government programs such as the E2 & EB-5 visa programs. This creates a multi-win scenario:

Our rapidly aging population win from expanded services that allow them to live a life with dignity and independence in the comfort of their own homes. Local communities win with jobs created by investments in elder care. Foreign investors and their families win with attractive ROI and legal path to temporary and/or permanent US residency.

The current scope of this initiative is to focus on the South Florida market (Broward, Palm Beach, Miami-Dade Counties) to develop and/or expand the following revenue generating services:

Personal Care - Hands-on care (clients who need physical assistance) such as assistance with bathing, dressing, toileting and incontinence care, transfer assistance, other activities that require physical assistance. Companionship - Companionship Care (no physical assistance involved) – Driving to appointments, cooking, light housekeeping, grocery shopping, running errands, other activities that do not involve physically touching the client. Home Care Franchise - Franchise rights to a specific geographical area.



Marketing Plan: Our business plan includes a traditional "service" marketing plan to create demand for our home care services, but it also includes an "franchise" plan to promote the business as an attractive investment vehicle domestically and abroad. As part of our "service" marketing plan, we determined that the majority of local home care agencies compete on price and focus primarily on Operational Efficiency. We decided to take a different approach and put focus on Customer Intimacy and Service Innovation through partnerships (including data sharing) with other care professionals. This creates 2 main advantages:

It allows us to differentiate ourselves as an enabler of better patient-centered care and outcome because we promote partnership and data sharing with other individuals involved in the care of the clients we serve. We believe that this team approach with clients and care professionals will build help establish trust and will create a consistent influx of new clients - studies show that the largest sources of new clients to home care businesses are referrals from other care professionals as well as existing clients. Our "franchise" marketing plan relies on the work being led by our parent company High Water Mark Capital Inc.

We will be promoting the Green Light Home Care business domestically and abroad through existing direct contacts as well as through partnerships with companies already operating in the EB-5 / E2 space. Our initial targets are South America (in particular Brazil due to existing relationships) as well as Asia (due to large volume of potential investors). Discussions with potential marketing partners have already started. Sales Plan: The core of our sales plan relies on actively reaching out to referral sources as noted above and expanding our participation to specific provider networks from various health plans (Molina, Sunshine Health, Humana, etc.) as well as funded programs (e.g. Medicaid Waivers). We have established monthly and quarterly sales targets that are to be met at each segment based on the method of payment:

Private Pay - Relatively wealthy individuals who are able to pay out of pocket costs for our services. Most of these clients are expected to come to us via word of mouth from existing clients. Veterans Administration - Large local population of eligible wartime veterans who pay for our services through the Aid and Attendance pension. We are developing a special program to assist low-income wartime veterans and their families that will fund a limited amount of home care services with no out-of-pocket cost to the client. Revenue will be generated when the VA pays for these rendered services retroactively. Long-Term Care Insurance - Individuals holding long-term care policies that will cover expenses related to home care services. We're targeting specific communities who are known to have broadly adopted this form of long-term coverage. Medicaid - Clients being serviced through various Medicaid funded programs such as the Agency for Persons with Disability (APD) waiver. Although the application process is tedious and lengthy, this segment will supplement the overall business by providing a consistent volume of clients. Companionship Care - Individuals relatively health who do not require physical assistance but needs companionship and basic housekeeping services. This is expected to provide a relatively low but consistent volume of services that is expected to evolve into more lucrative Personal Care services. Promotional Services - Clients that are acquired through various promotional programs and rates.



IMPORTANT NOTICES

You are urged to read this Memorandum carefully. This Memorandum is not all-inclusive and does not contain all the information that you may desire in investigating Green Light Home Care, LLC you must conduct and rely on your own evaluation of us and the terms of this Offering, including the merits and risks involved in deciding to buy our LLC Membership Units. We will make available to you, prior to the sale of Units described in this Memorandum, the opportunity to ask questions of, and receive answers from, our management concerning the terms and conditions of this Offering and to obtain any additional information (including information made available to other investors), to the extent that we possess it or can acquire it without unreasonable effort or expense, which may be necessary to verify the accuracy of the information in this Memorandum. We may require you to sign a confidentiality agreement if you wish to receive additional information that we deem to be proprietary.

You may email/call questions, inquiries, and requests for information to: Wilson Aihara / President & CFO, (954) 234-2336, [email protected]

You, and your representatives, if any, will be asked to acknowledge in the Subscription Agreement that you were given the opportunity to obtain additional information and that you did so or elected to waive the opportunity. No representations or warranties of any kind are intended nor should any be inferred with respect to the economic viability of this investment or with respect to any benefits which may accrue to an investment in our LLC Membership Units. We, and our directors, officers and employees, do not in any way represent, guarantee or warrant an economic gain or profit with regard to our business or that favorable income tax consequences will flow therefrom. We do not in any way represent or warrant the advisability of buying our Units. Any financial projections or other forward-looking statements, return-on-investment projections or opinions contained in this Memorandum or provided separately constitute estimates by us based upon sources deemed to be reliable, but the accuracy of this information is not guaranteed nor should you consider the information all-inclusive. You should not consider the contents of this Memorandum as legal, business or tax advice. Prior to making a decision to buy our Units, you should carefully review and consider this Memorandum and should consult your own attorneys, business advisors, investment advisors and tax advisors for legal, business, investment, tax related matters concerning this Offering. RESTRICTIONS ON USE OF MEMORANDUM. This Memorandum is for review by the recipient only. The recipient, by accepting delivery of this Memorandum, agrees to return this Memorandum, all enclosed or attached documents and all other documents, if any, provided regarding the Offering to Green Light Home Care, LLC if the recipient does not undertake to purchase any of the securities offered hereby. This Memorandum is furnished for the sole use of the recipient, and for the sole purpose of providing information regarding the offer and sale of our LLC Membership Units. We have not authorized any other use of this information. Any distribution of this Memorandum to a person other than representatives of the person and/or the entity to which this document was intended to be provided to is unauthorized, and any reproduction of this Memorandum or the divulgence of any of its contents, without our prior written consent is prohibited. The delivery of this Memorandum or other information does not imply that the Memorandum or other information is correct as of any time subsequent to the date appearing on the cover of this Memorandum. PATRIOT ACT RIDER. THE FOUNDERS HEREBY REPRESENTS AND WARRANTS THAT THE FOUNDERS ARE NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN ADDITION, THE FOUNDER HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS: (1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE

mailto:[email protected]



ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001. EXCLUSIVE NATURE OF CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. The delivery of this Memorandum does not constitute an offer in any jurisdiction to any person to whom such offer would be unlawful in such jurisdiction. You should rely only on the information contained in this Memorandum. The information contained in this Memorandum supersedes any other information provided to potential investors. We have not authorized any person to provide any information or to make any representations except to the extent contained in this Memorandum. If any such representations are given or made, such information and representations must not be relied upon as having been authorized by Green Light Home Care, LLC. This Memorandum is not an offer to sell, nor is it seeking an offer to buy our LLC Membership Units in any state where the offer or sale is not permitted. The information in this Memorandum is accurate as of the date on the front cover, but the information may have changed since that date. RESTRICTED SECURITIES. No public market currently exists for any of our securities. The LLC Membership Units sold in connection with this Memorandum will be “restricted securities” for purposes of federal and state securities laws, and each investor who purchases our LLC Membership Units must do so for the investor’s own account and investment. FORWARD-LOOKING STATEMENTS. Certain statements in this Memorandum constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address expectations or projections about the future, including statements about product development, future market position, expected expenditures and financial projections, are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Accordingly, actual results or performance of Green Light Home Care, LLC may differ significantly, positively or negatively, from forward-looking statements made herein. Unanticipated events and circumstances are likely to occur. Factors that might cause such differences include, but are not limited to, those discussed under the heading “Risk Factors,” which investors should carefully consider. These factors include, but are not limited to, risks that our products and services may not receive the level of market acceptance anticipated; anticipated funding may prove to be unavailable; intense competition in our market may result in lower than anticipated revenues or higher than anticipated costs, and general economic conditions, such as the rate of employment, inflation, interest rates and the condition of the capital markets may change in a way that is not favorable to us. This list of factors is not exclusive. We undertake no obligation to update any forward-looking statements. EXHIBITS AND INFORMATION AVAILABLE UPON REQUEST. The Subscription Agreement attached as Exhibit A, supplements this Memorandum. We will make certain information available to investors upon request including additional information about our financial projections, our Certificate of LLC Registration, our LLC Operating Agreement and other corporate records. INVESTMENT DECISION. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. RESTRICTIONS ON TRANSFERABILITY AND RESALE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD.



Offering Price. The Offering price is $1.00 per LLC Membership Unit. Said Offering price was selected because the Company believes it can sell the LLC Membership Units at that price. The price has no relation to the current of anticipated value of the Company or its assets, nor does it represent a resale price. The LLC Membership Units are offered for purchase by check only and must be accompanied by a properly completed and executed Subscription Agreement and Purchaser Questionnaire (Exhibits "A" and "B" hereto). The Offering will commence on the effective date of this Memorandum (September 12, 2017) and continue until March 12, 2018 unless extended by the Company for an additional six months, or until completion of the Offering, whichever first occurs (the "Offering Period".) (See "Offering"). Offering. The LLC Membership Units are being offered on behalf of the Company by the officers and directors of the Company (who will not be paid for such services), on a "best efforts only" basis with respect to all LLC Membership Units. There can be no assurance that any or all of the LLC Membership Units offered herein can or will be sold. No Market. Prior to this Offering, there has been no market for the LLC Membership Units of the Company. There can be no assurance that any trading market in the Company's securities will ever develop, or that such market, if developed, will continue. The Company is not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1933 (the "Exchange Act"), meaning that it is not required to file annual or quarterly reports with the Securities and Exchange Commission. THE OFFERING. THIS MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE OFFERING OF THE SECURITIES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. IN ADDITION, THIS MEMORANDUM CONSTITUTES AN OFFER ONLY IF A NAME AND IDENTIFICATION NUMBER APPEAR IN THE APPROPRIATE SPACES PROVIDED ON THE COVER PAGE AND CONSTITUTES AN OFFER ONLY TO THE PERSON WHOSE NAME APPEARS THEREON. ANY REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS NOT PERMITTED. ANY DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE OFFEREE NAMED ABOVE IS UNAUTHORIZED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF/HERSELF AND THE COMPANY IN VIOLATION OF FEDERAL AND/OR STATE SECURITIES LAWS. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE MADE OR INTENDED TO BE MADE, NOR SHOULD ANY BE INFERRED, WITH RESPECT TO THE ECONOMIC RETURN, IF ANY, OR THE TAX ATTRIBUTES OF AN INVESTMENT IN THE COMPANY. EACH INVESTOR SHOULD CONSULT HIS/HER OWN PERSONAL COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL, TAX, ECONOMIC AND RELATED MATTERS CONCERNING THIS INVESTMENT AND ITS SUITABILITY FOR THAT INVESTOR. DISTRIBUTION RESTRICTION. This Memorandum has been individually numbered and is being supplied only to certain qualified prospective investors (see "Investor Suitability Standards" and/or their duly authorized representatives). This specifically numbered Memorandum shall constitute an offer only to the person named as Offeree above. Reproduction or further distribution of this Memorandum is strictly and absolutely prohibited. RULE 506(c) OF REG D. The LLC Membership Units are being offered pursuant to an exemption provided by Section 3(b) and/or 4 (2) of the Securities Act, as amended, Rule 506(c) of Regulation D promulgated thereunder, as well as in reliance upon exemptions from registration provided by comparable sections of the securities laws, rules and regulations of any state in which the Offering may be made. The securities offered herein have not been approved or disapproved by the Securities and Exchange Commission ("Commission") or the Securities Division of any state, nor has the Commission or any state passed upon the accuracy, adequacy or completeness of this Memorandum. Any representation of the contrary is a criminal offense. TRANSFERABILITY RESTRICTIONS. There are substantial restrictions on the transferability or sale of LLC Membership Units offered hereby and there is no market for these LLC Membership Units. Securities laws severely restrict the transferability of the LLC Membership Units offered hereunder. HIGH RISK. THE LLC MEMBERSHIP UNITS OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK TO THE POTENTIAL INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT AND MEET CERTAIN SUITABILITY STANDARDS. (SEE "RISK FACTORS", "INVESTOR SUITABILITY STANDARDS" AND "DILUTION".) THE OFFERING PRICE HAS BEEN



DETERMINED BY THE COMPANY BASED UPON WHAT IT BELIEVES PURCHASERS OF SUCH SPECULATIVE ISSUES WOULD BE WILLING TO PAY FOR THE SECURITIES OF THE COMPANY AND BEARS NO RELATIONSHIP WHATSOEVER TO ASSETS, EARNINGS, BOOK VALUE OR ANY OTHER ESTABLISHED CRITERIA OF VALUE. OFFEREES AND SUBSCRIBERS ARE URGED TO READ THIS MEMORANDUM CAREFULLY AND THOROUGHLY. CONDITIONS AND DISCLAIMERS. THE FOLLOWING STATEMENTS CONTAIN CONDITIONS IMPOSED UPON THE OFFERING OF THE SECURITIES HEREIN AND DISCLAIMERS REGARDING INFORMATION CONTAINED ELSEWHERE IN THIS MEMORANDUM, WHICH CONDITIONS AND DISCLAIMERS APPLY GENERALLY TO ALL REPRESENTATIONS AND STATEMENTS MADE IN THIS MEMORANDUM, OR OTHERWISE. PROSPECTIVE SUBSCRIBERS ARE URGED TO REVIEW THE FOLLOWING CONDITIONS AND DISCLAIMERS CLOSELY AND TO DIRECT ANY QUESTIONS REGARDING SAME TO THE COMPANY OR TO HIS/HER/ITS PERSONAL ADVISOR. ALL STATEMENTS, REPRESENTATIONS OR OTHER INFORMATION CONTAINED IN THIS MEMORANDUM OR OTHERWISE PROVIDED IN WRITING TO PROSPECTIVE SUBSCRIBERS ARE QUALIFIED IN THEIR ENTIRETY BY THE FOLLOWING CONDITIONS AND DISCLAIMERS. SEC REGISTRATION AND FILING. THIS SECURITIES OFFERING HAS BEEN FILED WITH THE SEC – FORM D REG. 506(c). STATE FILING. SECURITIES ARE BEING OFFERED IN ACCORDANCE WITH FLORIDA STATUTES CHAPTER 517.061(11) AND 517.021(6)(B)6. AND RULE 69W-500.001-007, FLORIDA ADMINISTRATIVE CODE. THIS OFFERING HAS NOT BEEN FILED WITH ANY OTHER STATE SECURITIES AGENCY AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT AS PERMITTED UNDER THE APPLICABLE STATE SECURITIES LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE LLC MEMBERSHIP UNITS MAY NOT BE OFFERED OR SOLD EXCEPT AS PERMITTED UNDER THE APPLICABLE STATE SECURITIES LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE PROPOSED SECURITIES TRANSACTION DESCRIBED HEREIN WILL BE MADE IN RELIANCE UPON THE NON-PUBLIC OFFERING EXEMPTION FROM REGISTRATION AS PROVIDED IN SECTION 3(B) AND 4(2) OF THE SECURITIES ACT RULE 506(c), PROMULGATED PURSUANT TO THE SECURITIES ACT AND IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS CONTAINED IN VARIOUS STATE SECURITIES LAWS. EXEMPTIONS. IN GENERAL, SUCH EXEMPTIONS ARE AVAILABLE FOR TRANSACTIONS IN SECURITIES WITH A LIMITED NUMBER OF SUBSCRIBERS, WITHOUT THE USE OF PUBLIC SOLICITATION OR ADVERTISING, AND NOT INVOLVING A PUBLIC OFFERING OR PUBLIC SOLICITATION. COMPLIANCE WITH THE TERMS OF SUCH EXEMPTIONS MEANS THAT THE SECURITIES MAY BE OFFERED AND SOLD ONLY TO SUBSCRIBERS WHO MEET CERTAIN SUITABILITY STANDARDS AND WHO ARE PURCHASING FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE OR DISTRIBUTION. THERE IS NO ASSURANCE THAT THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES ADMINISTRATOR OF ANY STATE IN WHICH THE SECURITIES ARE OFFERED OR SOLD MAY CHALLENGE THE AVAILABILITY OF THE FOREGOING EXEMPTIONS FOR THE OFFER AND SALE OF SECURITIES AND THAT SUCH CHALLENGE MAY BE ULTIMATELY SUCCESSFUL. (SEE "RISK FACTORS.") ECONOMIC RISK. A SUBSCRIBER MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN THE SECURITIES OFFERED HEREIN, THE LLC MEMBERSHIP UNITS MAY NOT BE RESOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER FEDERAL AND APPLICABLE STATE LAW OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. IT IS NOT ANTICIPATED THAT A MARKET FOR THE LLC MEMBERSHIP UNITS OFFERED HEREIN WILL DEVELOP. (SEE "RISK FACTORS" AND "INVESTOR SUITABILITY STANDARDS.")



DELIVERY. DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN THE DESIGNATED OFFEREE OR INDIVIDUALS RETAINED BY THE OFFEREE TO ADVISE HIM/HER/IT) OR ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR ANY DISCLOSURE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT PRIOR WRITTEN CONSENT OF THE COMPANY IS STRICTLY PROHIBITED AND CONSTITUTES A CRIMINAL OFFENSE. EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF ITS DATE OF ISSUE. NEITHER THE DELIVERY HEREOF, NOR ANY SALE MADE HEREUNDER, SHALL CREATE AN IMPLICATION THAT THE AFFAIRS OF THE COMPANY HAVE CONTINUED WITHOUT CHANGE SINCE SUCH DATE; HOWEVER, IF MATERIAL CHANGES OCCUR, THIS MEMORANDUM WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY. OBTAIN LEGAL, BUSINESS OR TAX ADVICE. PROSPECTIVE SUBSCRIBERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, BUSINESS, OR TAX ADVICE. EACH PROSPECTIVE SUBSCRIBER SHOULD CONSULT THEIR OWN ATTORNEY, BUSINESS ADVISOR, OR TAX ADVISOR CONCERNING LEGAL, BUSINESS, TAX, AND RELATED MATTERS RELATING TO AN INVESTMENT IN THE LLC MEMBERSHIP UNITS OFFERED HEREUNDER. ADDITIONAL INFORMATION. ALL OFFEREES AND SUBSCRIBERS WILL HAVE AN OPPORTUNITY TO MEET WITH REPRESENTATIVES OF THE COMPANY TO VERIFY ANY OF THE INFORMATION INCLUDED HEREIN AND TO OBTAIN ADDITIONAL INFORMATION REGARDING THE COMPANY. COPIES OF THE COMPANY RECORDS WILL BE MADE AVAILABLE FOR INSPECTION AT ANY SUCH MEETING OR DURING NORMAL BUSINESS HOURS UPON WRITTEN REQUEST TO THE COMPANY BY THE OFFEREE/SUBSCRIBER. OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN THE SUBSCRIPTION DOCUMENTS THAT THEY HAVE READ THIS MEMORANDUM CAREFULLY AND THOROUGHLY; THEY WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION; AND THEY DID SO TO THEIR SATISFACTION. INFORMATIONAL REPRESENTATION. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. ANY REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS ABSOLUTELY PROHIBITED. JURISDICTIONAL RESTRICTIONS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES TO OR FROM ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF THIS MEMORANDUM AT ANY TIME DOES NOT IMPLY THE INFORMATION CONTAINED HEREIN IS ACCURATE AS OF ANY TIME SUBSEQUENT TO ITS DATE. ACCEPT OR REJECT SUBSCRIPTIONS. THE COMPANY HAS THE RIGHT, IN ITS SOLE DISCRETION, TO ACCEPT OR REJECT SUBSCRIPTIONS IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON. ECONOMIC RISK. AS A PURCHASER OF SECURITIES IN A PRIVATE OFFERING, EACH POTENTIAL INVESTOR SHOULD KNOW THAT HE/SHE MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF THEIR STATE OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. (SEE "OFFERING".) EXHIBITS "A" AND "B”. THE LLC MEMBERSHIP UNITS ARE OFFERED ONLY BY THE DELIVERY OF THIS MEMORANDUM. PROSPECTIVE OFFEREES MUST COMPLETE AND DELIVER THE PURCHASER QUESTIONNAIRE AND LLC MEMBERSHIP UNITS SUBSCRIPTION OFFER TO THE COMPANY, SEPARATE COPIES OF WHICH ARE ATTACHED TO THIS MEMORANDUM AS EXHIBITS "A" AND "B", RESPECTIVELY. EVALUATING THE MERITS AND RISKS. EACH OFFEREE WILL BE REQUIRED TO ESTABLISH TO THE COMPANY’S SATISFACTION THAT SUCH OFFEREE HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND THAT SUCH OFFEREE IS CAPABLE OF EVALUATING THE MERITS AND



RISKS OF THIS INVESTMENT IN DECIDING WHETHER TO PURCHASE THE SECURITIES OFFERED HEREBY, EACH INVESTOR MUST CONDUCT AND RELY ON HIS/HER OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, OR ANY PROFESSIONAL ASSOCIATED WITH THE OFFERING, AS LEGAL OR TAX ADVICE. THE OFFEREE AUTHORIZED TO RECEIVE THIS MEMORANDUM SHOULD CONSULT HIS/HER OWN COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR, RESPECTIVELY, AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THE PURCHASE OF THE SECURITIES. COMPLETE INFORMATION. THE INFORMATION PRESENTED HEREIN IS BEING FURNISHED SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THE OFFERING. THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN DOCUMENTS, BELIEVED BY THE COMPANY TO BE ACCURATE, BUT REFERENCE IS HEREBY MADE TO SUCH DOCUMENTS FOR COMPLETE INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO. ALL OF SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THIS REFERENCE. THIS MEMORANDUM DOES NOT NECESSARILY CONTAIN ALL INFORMATION THAT A PARTICULAR INVESTOR MIGHT DEEM MATERIAL TO A DECISION TO PURCHASE THE SECURITIES. PROSPECTIVE INVESTORS ARE ENCOURAGED TO MAKE INQUIRIES AND TO REQUEST FURTHER INFORMATION OR DOCUMENTATION AS THEY DEEM NECESSARY PRIOR TO INVESTING. RISKS AND UNCERTAINTIES. EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS AFTER THE DATE HEREOF. THIS MEMORANDUM ALSO CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE STATEMENTS REFER TO THE COMPANY'S FUTURE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THESE STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS "EXPECTS," "ANTICIPATES," "INTENDS," "WILL," "PLANS" AND SIMILAR EXPRESSIONS. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CONTRIBUTE TO THESE DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE RISK FACTORS SECTION AND ELSEWHERE IN THIS MEMORANDUM. MARKET DATA AND INDUSTRY INFORMATION CONTAINED IN THE MEMORANDUM ARE DERIVED FROM VARIOUS TRADE PUBLICATIONS, INDUSTRY SOURCES AND THE COMPANY'S ESTIMATES. SUCH DATA, INFORMATION AND ESTIMATES ARE INHERENTLY IMPRECISE. THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM, INCLUDING ALL FINANCIAL DATA, HAVE BEEN SUPPLIED BY AND ARE THE COMPANY'S RESPONSIBILITY. THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF SELECTED QUALIFIED INVESTORS IN CONNECTION WITH THE OFFERING OF THE SECURITIES. THE SEC DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THIS OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR SELLING LITERATURE. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE SEC HAS NOT MADE AN IMPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION. REQUIREMENTS FOR PURCHASERS. Prospective purchasers of the LLC Membership Units offered by this Memorandum should give careful consideration to certain risk factors described under “RISK AND OTHER IMPORTANT FACTORS” section and especially to the speculative nature of this investment and the limitations described under that caption with respect to the lack of a readily available market for the LLC Membership Units and the resulting long-term nature of any investment in the Company. This Offering is available only to suitable Accredited Investors, having adequate means to assume such risks and of otherwise providing for their current needs and contingencies should consider purchasing LLC Membership Units. GENERAL SUITABILITY STANDARDS. The LLC Membership Units will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that:

• The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the LLC Membership Units;



• The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the LLC Membership Units will not cause such overall commitment to become excessive;and

• The prospective purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the LLC Membership Units or a limited number of “Unaccredited Investors”.

• Each person acquiring LLC Membership Units will be required to represent that he, she, or it is purchasing the LLC Membership Units for his, her, or its own account for investment purposes and not with a view to resale or distribution. See “SUBSCRIPTION FOR LLC MEMBERSHIP UNITS” section. INVESTORS. The Company will conduct the Offering in such a manner that LLC Membership Units may be sold to “Accredited and Unaccredited Investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”). In summary, a prospective investor will qualify as an “Accredited Investor” if he, she, or it meets any one of the following criteria:

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

• Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;

• Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

• Any private business development company as defined in Section 202(a) (22) of the Investment Advisors Act of 1940;

• Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

• Any director or executive officer, or general partner of the issuer of the securities being sold, or any director, executive officer, or general partner of a general partner of that issuer;

• Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities

offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Act; and

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



Forward Looking Information. Some of the statements contained in this Memorandum, including information incorporated by reference, discuss future expectations, or state other forward looking information. Those statements are subject to known and unknown risks, uncertainties and other factors, several of which are beyond the Company’s control, which could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. In light of the risks, assumptions, and uncertainties involved, there can be no assurance that the forward-looking information contained in this Memorandum will in fact transpire or prove to be accurate. Important factors that may cause the actual results to differ from those expressed within may include, but are not limited to:

• The success or failure of the Company’s efforts to successfully develop, produce, and market its products and services as scheduled;

• The Company’s ability to attract, build, and maintain a customer base;

• The Company’s ability to attract and retain quality employees;

• The effect of changing economic conditions;

• The effect of changing regulatory conditions;

• The ability of the Company to obtain adequate debt financing if only a fraction of this Offering is sold; These along with other risks, which are described under “RISK FACTORS” may be described in future communications to LLC Membership Owners. The Company makes no representation and undertakes no obligation to update the forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.

Green Light Home Care, LLC Business Plan

BUSINESS SUMMARY Green Light Home Care LLC is a state-licensed Home Health Agency that aims to become a preferred franchise option for individual foreign investors looking to open/acquire a US healthcare-related business through programs sponsored by the United States Citizenship and Immigration Services (USCIS). Our goal is to attract foreign capital to tackle two of the most pressing needs in the United States: 1) Job creation and 2) Help the senior segment of the US population live life with dignity and independence. Our agency's mission is to serve as a trusted partner to help families and individuals in need of support with day-to-day self-care activities. Such support includes providing direct professional and paraprofessional home care services as well as guidance to help clients leverage other available resources in the local communities we serve. Our team of Certified Nursing Assistants and Home Health Aides work under the supervision of Registered Nurses and are amongst the best in the industry. Here are some of our key differentiators: 1) Web Portal - Authorized family members and care professionals can monitor and participate in the care of our client by accessing a secure portal via any web-enabled device such as a smart phone, tablet, or laptop. 2) Proactive Partnership - Upon client’s authorization, our team can reach out to other care professionals, such as a primary care physician, to share information and coordinate care. 3) Guidance to Community Services and Other Benefit Programs - We provide clients with guidance and assistance to identify and apply for additional benefits from other organizations in the local communities. 4) Special Programs - As unique needs in the marketplace are identified, we may implement special programs to address those needs. One example is the Veterans Assistance Program, designed to assist low-income wartime veterans who are waiting for the approval of their Aid & Attendance pensions.



MILESTONES Month Year Milestone --- 2016 Establish agency, obtain state licenses, begin operations --- 2017 Build-up referral sources and serve a minimum of 20 clients --- 2018 Create a minimum of 10 full-time jobs and achieve profitability --- 2019 Maximize profitability --- 2020 Establish franchise structure and sell first local franchise --- 2021 Sell a minimum of 2 franchises under EB-5 --- 2022 Investor Exit BUSINESS MODEL In partnership with our parent company High Water Mark Capital Inc., Green Light Home Care LLC will be offered as an investment vehicle (franchise) to individual foreign investors through available programs sponsored by the United States Citizenship and Immigration Services (USCIS) and other government programs such as the E2 & EB-5 visa programs. This creates a multi-win scenario: 1) Our rapidly aging population of elders win from expanded services that allow them to live a life with dignity and independence in the comfort of their own homes. 2) Local communities win with jobs created by investments in elder care. 3) Foreign investors and their families win with attractive ROI and legal path to temporary and/or permanent US residency. GENERAL SUMMARY

Product / Service General Description Key Features

Personal Care Hands-on care (clients who need physical assistance) such as assistance with bathing, dressing, toileting and incontinence care, transfer assistance, other activities that require physical assistance

Requires specialized training and/or certification such as CNA and HHA

Companionship Companionship Care (no physical assistance involved) –Driving to appointments, cooking, light housekeeping, grocery shopping, running errands, other activities that do not involve physically touching the client.

Does not require special training but does require level 2 background check.

Home Care Franchise

Franchise rights to a specific geographical area

Franchisees receive support from Green Light Home Care business support group

MARKETS Personal Care and Companionship

Market General Market Description

Drivers for Adoption Barriers to Adoption

Broward County

Broward is the second largest county in Florida with a population of 1.9 million people. In 2015, about 16% (~298K) of the population in the county was at least 65 years-old and median household income was $52K.

1) Referrals from healthcare providers 2) Coverage from insurance companies 3) Recommendations from existing clients 4) Coverage from government funded programs (e.g. Medicaid, ADRC) 5) Price

Lack of name recognition with leading healthcare providers. There is a large number of home health agencies (238 as of 5/30/2017) but about 40% of them are very small and lack basic marketing capabilities (e.g. web site) while others focus strictly on Medicare Skilled Services. Nevertheless, there are some large, well-established non-medical home care franchises such as Visiting Angels and Home Instead.

Palm Beach County

Palm Beach is the third largest county in Florida with a population of 1.4 million people. In 2015, about 23% (~327K) of the population was at least 65

1) Referrals from healthcare providers 2) Recommendations from existing clients 3) Coverage from insurance companies

Lack of name recognition with leading healthcare providers. Although there is a large number of home health agencies (213 as of 5/31/17), about 40% of them are very small and lack basic marketing



years-old and median household income was $53K.

4) Coverage from government funded programs (e.g. Medicaid, ADRC) 5) Price

capabilities (e.g. web site) while others focus strictly on Medicare Skilled Services. Nevertheless, there are some large, well-established non-medical home care franchises such as Visiting Angels and Home Instead.

Miami-Dade County

Miami-Dade is the largest county in Florida with a population of 2.7 million people. In 2015, about 16% (~420K) of the population in the county was at least 65 years-old and median household income was $43K.

1) Price 2) Coverage from government funded programs (e.g. Medicaid, ADRC) 3) Coverage from insurance companies

Intense price competition with large number of home health agencies (329 as of 5/30/2017), including local low-cost providers and large, well-established non-medical home care franchises such as Visiting Angles and Home Instead. Only about 30% (103) of them have web sites in place. About 70% of them are small agencies that lack basic marketing capabilities (e.g. web site) while others focus strictly on Medicare Skilled Services.

Home Care Franchise

Market General Market Description

Drivers for Adoption Barriers to Adoption

Investor Visa Programs

Wealthy foreign citizens willing to invest in businesses in the US for a chance to apply for US residency. 10K annual EB-5 visas creates a pool of $1.25 to $10 billion USD funding available to US projects. Industry beginning to expand globally outside China (85% of EB-5 visa applications in 2014)

Safety of investment and probability of successful job creation requirement to obtain visa.

Market currently focused on large-scale real estate projects where investor is a silent partner. Under the franchise model, investor will have to take an active role at managing the business.

MARKET SIZE

(in thousands)

Fiscal Year 2014 2015 2016 2017 2018 2019 2020 2021

Personal Care:

Broward County $26,119 $27,163 $28,250 $29,380 $30,555 $31,777 $33,049 $34,370

Palm Beach County

$27,335 $28,155 $29,000 $29,870 $30,766 $31,689 $32,640 $33,619

Miami-Dade County

$35,133 $36,538 $38,000 $39,520 $41,101 $42,745 $44,455 $46,233

Total $88,587 $91,857 $95,250 $98,770 $102,422 $106,211 $110,143 $114,222

Companionship:

Broward County $26,119 $27,163 $28,250 $29,380 $30,555 $31,777 $33,049 $34,370



Palm Beach County

$27,335 $28,155 $29,000 $29,870 $30,766 $31,689 $32,640 $33,619

Miami-Dade County

$35,133 $36,538 $38,000 $39,520 $41,101 $42,745 $44,455 $46,233

Total $88,587 $91,857 $95,250 $98,770 $102,422 $106,211 $110,143 $114,222

Home Care Franchise:


$555,556 $833,333 $1,250,000 $1,875,000 $2,812,500 $4,218,750 $6,328,125 $9,492,188

Total $555,556 $833,333 $1,250,000 $1,875,000 $2,812,500 $4,218,750 $6,328,125 $9,492,188

MARKET DEVELOPMENT STRATEGY Marketing Plan: Our business plan includes a traditional "service" marketing plan to create demand for our home care services, but it also includes an "franchise" plan to promote the business as an attractive investment vehicle domestically and abroad. As part of our "service" marketing plan, we determined that the majority of local home care agencies compete on price and focus primarily on Operational Efficiency. We decided to take a different approach and put focus on Customer Intimacy and Service Innovation through partnerships (including data sharing) with other care professionals. This creates 2 main advantages: 1) It allows us to differentiate ourselves as an enabler of better patient-centered care and outcome because we promote partnership and data sharing with other individuals involved in the care of the clients we serve. 2) We believe that this team approach with clients and care professionals will build help establish trust and will create a consistent influx of new clients - studies show that the largest sources of new clients to home care businesses are referrals from other care professionals as well as existing clients. Our "franchise" marketing plan relies on the work being led by our parent company High Water Mark Capital Inc., We will be promoting the Green Light Home Care business domestically and abroad through existing direct contacts as well as through partnerships with companies already operating in the EB-5 / E2 space. Our initial targets are South America (in particular Brazil due to existing relationships) as well as Asia (due to large volume of potential investors). Discussions with potential marketing partners have already started. Sales Plan: The core of our sales plan relies on actively reaching out to referral sources as noted above and expanding our participation to specific provider networks from various health plans (Molina, Sunshine Health, Humana, etc.) as well as funded programs (e.g. Medicaid). We have established monthly sales targets that are to be met at each segment based on the method of payment: 1) Private Pay - Relatively wealthy individuals who are able to pay out of pocket costs for our services. Most of these clients are expected to come to us via word of mouth from existing clients 2) Veterans Administration - Large local population of eligible wartime veterans who pay for our services through the Aid and Attendance pension. We are developing a special program to assist low-income wartime veterans and their families that will fund a limited amount of home care services with no out-of-pocket cost to the client. Revenue will be generated when the VA pays for these rendered services retroactively. 3) Long-Term Care Insurance - Individuals holding long-term care policies that will cover expenses related to home care services. We're targeting specific communities who are known to have broadly adopted this form of long-term coverage, such as the Jewish community. 4) Medicaid - Clients being serviced through various Medicaid funded programs such as the Agency for Persons with Disability (APD) waiver. Although the application process is tedious and lengthy, this segment will supplement the overall business by providing a consistent volume of clients. 5) Companionship Care - Individuals relatively health who do not require physical assistance but needs companionship and basic housekeeping services. This is expected to provide a relatively low but consistent volume of services that is expected to evolve into more lucrative Personal Care services. 6) Promotional Services - Clients that are acquired through various promotional programs and rates.



COMPETITION - PERSONAL CARE & COMPANIONSHIP

Competitor Markets Name of Product/ Service

Competitor Description

Typical Low cost independent agencies

Broward County, Palm Beach County, Miami-Dade County

Personal Care & Companionship

Small family-owned agencies that compete primarily on price. These agencies tend to experience high caregiver turnover due to a lack of professional development and service delivery structures combined with low pay.

Typical Large home care franchise


Personal Care & Companionship

Large franchise with well-established structure for provider outreach and service delivery.

Well established (5+ yrs.) agencies


Personal care & Companionship

Well-established home care agencies that have been in business for 5 years or more.

COMPETITION - HOME CARE FRANCHISE

Competitor Markets Name of Product/ Service

Competitor Description

Large home care franchise


Home Care Franchise

Large franchise with well-established structure for provider outreach and service delivery.

Large Real Estate Projects


Real Estate EB-5 Projects

Large real estate projects typically managed and executed through EB-5 regional centers.

COMPETITIVE PROTECTION STRATEGY Strategy:

1. Personal Care and Companionship: Build strong referral network and customer intimacy and market

services based on quality and trustworthiness, as opposed to price. Promote strong culture of trust and

belonging amongst caregivers. Utilize net promoter scores to monitor quality of services and measure

employee satisfaction on an on-going basis.

2. Home Care Franchise: Focus on individual investors with healthcare background and interest in having

an active role in the management of the business.

EXISTING MANAGEMENT

Position Name Employed Age Undergraduate

Discipline Graduate Discipline

Chief Financial Officer

Wilson Aihara

Full-Time 51 Business: Management/Information Systems

Business: Marketing/Logistics

Chief Operating Officer

Edward Gray

Part-Time 53 Sciences: Social Business: Other

Group Leader/Lead Quality Assurance

Krystal Clark

Part-Time 32 Nursing/Health/Exercise Science

None



Position Name Biographical Information Special Skills

Chief Financial Officer

Wilson Aihara

Twenty years of general management and consulting experience across various industries and functional areas including Strategy, Sales, Marketing, Finance/M&A, Operations and Information Technology. Successfully launched 2 businesses from concept to operations (professional services and healthcare). Proven track record of innovative projects with two nominations for the Gartner Excellence Award (2006 winner in the category of Customer Relationship Management).

Fluent in Portuguese. International experience includes expatriate assignments in Brazil and extensive travel to Europe, Asia and Latin America.

Chief Operating Officer

Edward Gray

Goal driven and results based health professional with experience in health insurance, health organizations, health administration, developing training programs, agency priorities. Master’s degrees in Social Work and Health Services Management. Leadership qualities as evidenced by professional memberships and positions of authority.

Hands-on experience at managing home care services.

Group Leader/Lead Quality Assurance

Krystal Clark

Detail oriented with the ability to prioritize workload and effectively handle multiple tasks to meet stringent deadlines. Self-starter able to quickly develop rapport with patients, family, staff and physicians. Extensive organizational and patient service skills, strong analytical skills, and outstanding written and oral communication skills. Capable of assessing problems and implementing appropriate interventions. Strives to effectively communicate using team building techniques to interact supportively within a team environment.

Fiscal Year 2016 2017 2018 2019 2020 2021

Revenue:

Personal Care $0 $79,000 $1,357,000 $2,440,000 $2,537,000 $2,189,000

Companionship $0 $12,000 $230,000 $495,000 $724,000 $604,000

Home Care Franchise $0 $0 $0 $0 $150,000 $1,658,000

Other $0 $0 $0 $0 $0 $0

Total $0 $91,000 $1,587,000 $2,935,000 $3,411,000 $4,451,000

Number of Customers:

Personal Care 0 20 128 155 137 123


Companionship 0 4 25 43 45 34


Home Care Franchise 0 0 0 0 1 6

Average Revenue per Customer:

Personal Care $0 $3,950 $10,602 $15,742 $18,518 $17,797


Companionship $0 $3,000 $9,200 $11,512 $16,089 $17,765


Home Care Franchise $0 $0 $0 $0 $150,000 $276,333

Cost of Revenue:



Personal Care $0 $65,000 $889,000 $1,564,000 $1,667,000 $1,518,000

Companionship $0 $7,000 $145,000 $303,000 $437,000 $366,000

Home Care Franchise $0 $0 $0 $0 $41,000 $99,000

Other $0 $0 $0 $0 $0 $0

Total $0 $72,000 $1,034,000 $1,867,000 $2,145,000 $1,983,000

Gross Profit:

Personal Care $0 $14,000 $468,000 $876,000 $870,000 $671,000

Companionship $0 $5,000 $85,000 $192,000 $287,000 $238,000

Home Care Franchise $0 $0 $0 $0 $109,000 $1,559,000

Other $0 $0 $0 $0 $0 $0

Total $0 $19,000 $553,000 $1,068,000 $1,266,000 $2,468,000

Operating Expenses:

Sales & Marketing $0 $39,000 $197,000 $288,000 $300,000 $436,000

General & Administrative $0 $105,000 $222,000 $299,000 $311,000 $353,000

Research & Development $0 $0 $0 $0 $0 $0

Depreciation & Amortization $0 $6,000 $7,000 $8,000 $9,000 $9,000

Total $0 $150,000 $426,000 $595,000 $620,000 $798,000

Operating Income $0 ($131,000) $127,000 $473,000 $646,000 $1,670,000

Other Income $0 $0 $0 $0 $0 $0

Interest Expense $0 $1,000 $0 $0 $0 $0

Income Tax / Member Tax Payout

$0 $0 $0 $162,000 $266,000 $701,000

Net Income $0 ($132,000) $127,000 $311,000 $380,000 $969,000

Cash Flows:

Net Change in Working Capital $0 ($9,000) ($60,000) ($25,000) $11,000 $9,000

Operating Cash Flow $0 ($117,000) $194,000 $344,000 $378,000 $969,000

Capital Expenditures $0 $1,500 $3,000 $3,000 $1,500 $0

Free Cash Flow $0 ($118,500) $191,000 $341,000 $376,500 $969,000

Capitalization:

New Equity Investment $105,000 $288,086 $0 $0 $0 $0

Grant Capital $0 $0 $0 $0 $0 $0

New Debt Borrowing $0 $18,000 $34,000 $0 $0 $0

Debt Principal Repayments $0 $18,000 $0 $34,000 $0 $0

Total Net Capitalization $105,000 $288,086 $34,000 ($34,000) $0 $0

Cash Liquidity Balance $21,520 $191,106 $416,106 $723,106 $1,099,606 $2,068,606



Fiscal Year 2016 2017 2018 2019 2020 2021

Market Share:

Personal Care 0.00% 0.08% 1.32% 2.30% 2.30% 1.92%

Companionship 0.00% 0.01% 0.22% 0.47% 0.66% 0.53%

Home Care Franchise 0.00% 0.00% 0.00% 0.00% 0.00% 0.02%

Annual Growth Rate in Revenue:

Personal Care 0.00% 0.00% 1617.70% 79.80% 4.00% -13.70%

Companionship 0.00% 0.00% 1816.70% 115.20% 46.30% -16.60%


Other 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Total 0.00% 0.00% 1644.00% 84.90% 16.20% 30.50%

Gross Profit Margin:

Personal Care 0.00% 17.70% 34.50% 35.90% 34.30% 30.70%

Companionship 0.00% 41.70% 37.00% 38.80% 39.60% 39.40%


Other 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Total 0.00% 20.90% 34.80% 36.40% 37.10% 55.40%

Operating Expenses as a % of Revenue:

Sales & Marketing 0.00% 42.90% 12.40% 9.80% 8.80% 9.80%

General & Administrative 0.00% 115.40% 14.00% 10.20% 9.10% 7.90%

Research & Development 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

Total Profit Margins:

Operating Profit Margin 0.00% -144.00% 8.00% 16.10% 18.90% 37.50%

Net Profit Margin 0.00% -145.10% 8.00% 10.60% 11.10% 21.80%



BALANCE SHEET

Fiscal Year 12/31/2016

Current Assets:

Cash & Short-Term Investments $21,520

Accounts Receivable $0

Inventory $0

Other Current Assets $0

Total Current Assets $21,520

Long-Term Assets:

Tangible Capital Assets $20,888

Intangible Capital Assets $22,608

Accumulated Depreciation & Amortization

$3,788

Total Long-Term Assets $39,708

Total Assets $61,228

Current Liabilities:

Accounts Payable $0

Short-Term Debt $6,699

Other Current Liabilities $0

Total Current Liabilities $6,699

Long-Term Liabilities $0

Total Liabilities $6,699

Equity & Capital:

Paid-In Capital $105,000

Retained Earnings ($50,471)

Interest in Non-Consolidated Enterprise(s)

$0

Total Equity & Capital (Net Worth) $54,529

Total Equity, Capital, & Liabilities $61,228



PROJECTION METHODS

Revenue

Projection Method Operational Cost

Projection Method Underlying Projection Assumptions

Based on Performance of Comparable Enterprise(s)

Extrapolated from Historical Cost Trends

1) Revenue growth dependent upon business development effort to build relationships with referrals sources within each region. 2) Credit line of $150,000 will be obtained in 2018. 3) Each targeted market (county) will be divided-up into a specific number of geographical franchise area. Each franchisee (foreign individual investor) will acquire a pre-established book of business associated with his/her geographical area that will be removed from Green Light Home Care's future revenue projections. 4) Each local (non-EB5) franchisee will pay $150K for the license and Green Light Home Care. 5) Each EB5 franchisee will pay $500K for the license and Green Light Home Care.

USE OF PROCEEDS

If the entire Offering amount of 200,000 LLC Membership Units are sold, we estimate that the net proceeds to the Company will be $200,000. Green Light Home Care, LLC expects to use the net proceeds from this Offering for continued development of products and services, legal, marketing and general corporate purposes, including working capital and capital expenditures. However, management will have broad discretion in applying net proceeds of this Offering. If no commissions are paid, the net proceeds to the Company will increase and will be utilized for working capital and corporate expenditures. Use of Investment Funds

Description Amount

Salaries: Business Developer

and Marketing Representative $100,000

G&A $40,000

Production Related $20,000

Contingency – $40,000

Total $200,000

DIVIDEND POLICY

Investors secured under this Memorandum shall receive their pro-rata share of Dividends prior to any other LLC Membership Holders, when Dividends are approved by the Board of Directors. Once the capital invested the equals Dividend Payment, the Dividend distribution extends to all of the LLC Membership Holders.



Corporate/LLC Membership Board

Chairman: Wilson Aihara

Secretary/Treasurer: Wilson Aihara

Three Year Projected Salary for Key Personnel

Name Title Salary Year 1 Salary Year 2 Salary Year 3

Wilson Aihara CFO 48,000 62,000 62,000

Edward Gray Administrator 10,000 49,000 68,000

Krystal Clark Director of Nursing / RN

Supervisor 13,000 67,000 93,000

TBD Director of BD 25,000 85,000 93,000

Investments in Company Made to Date:

Name Amount $ Date State of Residency

High Water Mark Capital, Inc. 193,085.71 2016-17 Florida

RISK FACTORS

You should carefully consider the risks and uncertainties described below before you decide to buy our LLC Membership Units. While these are the risks and uncertainties we believe are most important for you to consider, you should know that they are not the only ones facing us. If any of the following risks actually occurs, our business, financial condition, business development or results of operations would likely suffer. In these circumstances, the value of our LLC Membership Units could decline, and you could lose all or part of the money you paid to buy our LLC Membership Units.

RISKS RELATED TO OUR BUSINESS

Economic Contraction Economic contraction in any of the markets that Green Light Home Care, LLC operates in will result in several challenges for Green Light Home Care, LLC’s growth and development. Aggregate overall spending may decline, which may inherently result in less use of Green Light Home Care, LLC solutions. Over-Reaching Regulation In any market Green Light Home Care, LLC operates in, there is always the risk that any government entity may over-regulate the industry. In mature markets, this may manifest itself by regulation strangling the business case in the form of high license fees, excessive permit requirements, costly underwriting of clients and end-users. Development and Expansion The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of products, advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future. There can be no assurances that Green Light Home Care, LLC will ever operate profitably.



Inadequacy of Funds Gross Offering proceeds of $200,000 may not be realized. Management believes that such proceeds will capitalize and sustain Green Light Home Care, LLC sufficiently to allow for the implementation of the Company’s Business Plan. If certain assumptions contained in Management’s business plans prove to be incorrect, this may have inadequate funds to fully develop its business and may need debt financing or other capital investment to fully implement the business plan. Dependence on Management The development the Company’s business will be significantly dependent on the Company’s management team. The loss of any one of these individuals could have a material adverse effect on the Company. See “MANAGEMENT” section. Risks Associated with Expansion Green Light Home Care, LLC plans on expanding its business. Such actions may involve specific operational activities, which may negatively impact the profitability of the Company. Consequently, LLC Membership Owners must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert Management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities. Risks of Borrowing If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of LLC Membership Owners of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

Unanticipated Obstacles to Execution of the Business Plan The Company’s business plans may change significantly. Many of the Company’s potential business endeavors may be subject to statutory or regulatory requirements. Management believes that the Company has chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events. Management Discretion as to Use of Proceeds The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its LLC Membership Owner to address changed circumstances or opportunities. Because of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the LLC Membership Units offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the investors must depend. Control by Management As of September 12, 2017, the Company’s current LLC Membership Owners own 100% of the Company’s outstanding LLC Membership Units. Upon completion of this Offering, the Company’s Founding LLC Membership Owners will own 83.3% of issued and outstanding LLC Membership Units. Investor LLC Membership Owners secured under this Offering will not own a majority percentage of the Company and will not have majority voting rights. Investor LLC Membership Owners will not have the ability to control the management of the Company. See “LLC MEMBERSHIP OWNERS” section.



Return of Profit A LLC Membership Owner will be entitled to receive revenue profits proportionate to the amount of LLC Membership Units held by that LLC Membership Owner. The Company’s Majority LLC Membership Owners will determine a profit distribution plan based upon the Company’s results of operations, financial condition, capital requirements, and other circumstances. See “DESCRIPTION OF SECURITIES” section. No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other firms, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others. Dilution Purchasers of LLC Membership Units will experience immediate and substantial dilution in net tangible book value per LLC Membership Unit of the assumed Offering price of $1.00 per LLC Membership Unit (assuming maximum Offering proceeds are achieved). Additional LLC Membership Units issued by the Company in the future will also dilute a purchaser's investment in the LLC Membership Units. Limited Transferability and Liquidity To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each investor must acquire his LLC Membership Units for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the LLC Membership Units. Some of these conditions may include a minimum Holdings period, availability of certain reports, including financial statements from Green Light Home Care, LLC, limitations on the percentage of LLC Membership Units sold and the manner in which they are sold. The Company can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to the Company, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the LLC Membership Units and no market is expected to develop. Consequently, owners of the LLC Membership Units may have to hold their investment indefinitely and may not be able to liquidate their investments in Green Light Home Care, LLC or pledge them as collateral for a loan in the event of an emergency. Broker - Dealer Sales of LLC Membership Units The Company’s LLC Membership Units are not presently included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. The NASDAQ Stock Market, Inc. has recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ SmallCap Market. The entry standards require at least $4 million in net tangible assets or $750,000 net income in two of the last three years. The proposed entry standards would also require a public float of at least $1 million LLC Membership Unit, $5 million value of public float, a minimum bid price of $2.00 per LLC Membership Unit, at least three market makers, and at least 300 LLC Membership Unitholders. The maintenance standards (as opposed to entry standards) require at least $2 million in net tangible assets or $500,000 in net income in two of the last three years, a public float of at least 500,000 LLC Membership Units, a $1 million market value of public float, a minimum bid price of $1.00 per LLC Membership Unit, at least two market makers, and at least 300 LLC Membership Unitholders. No assurance can be given that the LLC Membership Units of the Company will ever qualify for inclusion on the NASDAQ System or any other trading market. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written



agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and will also affect the ability of the LLC Membership Owner to sell their LLC Membership Units in the secondary market. Long Term Nature of Investment An investment in the LLC Membership Units may be long term and illiquid. As discussed above, the offer and sale of the LLC Membership Units will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration, which depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the LLC Membership Units for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of LLC Membership Units must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors will not be able to liquidate their investment in the event of an emergency. No Current Market for LLC Membership Units There is no current market for the LLC Membership Units offered in this private Offering and no market is expected to develop in the near future. Compliance with Securities Laws The LLC Membership Unit are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act and other applicable state securities laws. If the sale of LLC Membership Units were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of LLC Membership Units. If a number of purchasers were to obtain rescission, the Company would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers. Offering Price The price of the LLC Membership Units offered has been arbitrarily established by Green Light Home Care, LLC, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to the Company. Lack of Firm Underwriter The LLC Membership Units are offered on a “best efforts” basis by the Founding LLC Membership Owners of the Company without compensation. The Company is not presently in a relationship with any broker-dealers, but during the course of this Offering may also offer LLC Membership Units on a “best efforts” basis through certain FINRA registered broker-dealers, which enter into Participating Broker-Dealer Agreements with the Company. Accordingly, there is no assurance that the Company, or any FINRA broker-dealer, will sell the maximum LLC Membership Units offered or any lesser amount. Projections: Forward Looking Information Management has prepared projections regarding Green Light Home Care, LLC anticipated financial performance. The Company’s projections are hypothetical and based upon a presumed financial performance of the Company, the addition of a sophisticated and well-funded marketing plan, and other factors influencing the business of the Company. The projections are based on Management’s best estimate of the probable results of operations of the Company, based on present circumstances, and have not been reviewed by the Company's independent accountants. These projections are based on several assumptions, set forth therein, which Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond Management’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into the Company's market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Company’s business. While Management believes that the projections accurately reflect possible future results of the Company's operations, those results cannot be guaranteed.



General Economic Conditions The financial success of the Company may be sensitive to adverse changes in general economic conditions in the United States and globally, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Company’s products. Nevertheless, the Company has no control over these changes. Upon expansion into foreign markets, the Company's performance will similarly be sensitive to changes in the general economic conditions of those foreign markets. Filings with any State Divisions of Securities. The Offering is being made in accordance with the Florida State Division of Securities. State Securities compliance has not been accomplished with any other State Divisions of Securities. In the event if the sale of the LLC Membership Units were to fail to qualify under other state filing exemptions, including late filing exemptions, purchasers of this and previous Offerings may seek rescission of their purchases of LLC Membership Units. If a number of purchasers were to obtain rescission, the Company would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

JURISDICTIONAL (NASAA) LEGENDS

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

NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO ALASKA RESIDENTS ONLY: THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF ALASKA UNDER PROVISIONS OF 3 AAC 08.503 AAC 08.506. THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT OF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION OF 45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION



PURSUANT TO A.R.S. SECTION 44-1844 (1) AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE ALSO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO ARKANSAS RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN RELIANCE UPON CLAIMS OF EXEMPTION UNDER THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THIS OFFERING OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR 25104 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

FOR COLORADO RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991, IF SUCH REGISTRATION IS REQUIRED.

NOTICE TO CONNECTICUT RESIDENTS ONLY: LLC MEMBERSHIP UNITS ACQUIRED BY CONNECTICUT RESIDENTS ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 36b-31-21b-9b OF THE CONNECTICUT, UNIFORM SECURITIES ACT. THE LLC MEMBERSHIP UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF CONNECTICUT. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE LLC MEMBERSHIP UNITS.

NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE DELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE DISTRICT OF COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO FLORIDA RESIDENTS ONLY: THE LLC MEMBERSHIP UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061. IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN FLORIDA MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE



ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE GEORGIA SECURITIES ACT PURSUANT TO REGULATION 590-4-5-04 AND -01. 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.

NOTICE TO HAWAII RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THE SECURITIES DESCRIBED HEREIN BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.

NOTICE TO IDAHO RESIDENTS ONLY: THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCE UPON EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 30-14-203 OR 302(c) THEREOF AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SAID ACT.

NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR HAS THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-2-1-2 OF THE INDIANA SECURITIES LAW AND HAVE NOT BEEN REGISTERED UNDER SECTION 23-2-1-3. THEY CANNOT THEREFORE BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID LAW OR UNLESS AN EXEMPTION FORM REGISTRATION IS AVAILABLE. A CLAIM OF EXEMPTION UNDER SAID LAW HAS BEEN FILED, AND IF SUCH EXEMPTION IS NOT DISALLOWED SALES OF THESE SECURITIES MAY BE MADE. HOWEVER, UNTIL SUCH EXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT HERETO IS PRELIMINARY AND SUBJECT TO MATERIAL CHANGE.

NOTICE TO IOWA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED; THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS



AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO KANSAS RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 81-5-15 OF THE KANSAS SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

NOTICE TO KENTUCKY RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER TITLE 808 KAR 10:210 OF THE KENTUCKY SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

NOTICE TO LOUISIANA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

NOTICE TO MAINE RESIDENTS ONLY: THE ISSUER IS REQUIRED TO MAKE A REASONABLE FINDING THAT THE SECURITIES OFFERED ARE A SUITABLE INVESTMENT FOR THE PURCHASER AND THAT THE PURCHASER IS FINANCIALLY ABLE TO BEAR THE RISK OF LOSING THE ENTIRE AMOUNT INVESTED. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION UNDER §16202(15) OF THE MAINE UNIFORM SECURITIES ACT AND ARE NOT REGISTERED WITH THE SECURITIES ADMINISTRATOR OF THE STATE OF MAINE.

THE SECURITIES OFFERED FOR SALE MAY BE RESTRICTED SECURITIES AND THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS:

(1) THE SECURITIES ARE REGISTERED UNDER STATE AND FEDERAL SECURITIES LAWS, OR (2) AN EXEMPTION IS AVAILABLE UNDER THOSE LAWS.

NOTICE TO MARYLAND RESIDENTS ONLY: IF YOU ARE A MARYLAND RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 11602(9) OF THE MARYLAND SECURITIES ACT. THE LLC MEMBERSHIP UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MARYLAND. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE LLC MEMBERSHIP UNITS.

NOTICE TO MASSACHUSETTS RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO MICHIGAN RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 451.701 OF THE MICHIGAN UNIFORM SECURITIES ACT (THE ACT) AND MAY BE



TRANSFERRED OR RESOLD BY RESIDENTS OF MICHIGAN ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT, OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR'S NET WORTH.

NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM.

NOTICE TO MISSISSIPPI RESIDENTS ONLY: THE LLC MEMBERSHIP UNITS ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, OR APPROVED OR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACH PURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THE SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR IN A TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDER SECTION 4.G OF THE MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT.

NOTICE TO MONTANA RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A MONTANA RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE LLC MEMBERSHIP UNITS.

NOTICE TO NEBRASKA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT.FROM REGISTRATION UNDER.SECTION NRS 92.520 OF THE NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN CONDITIONS APPLY, I.E., COMMISSIONS ARE LIMITED TO LICENSED BROKER- DEALERS. THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH THE COMPANY. (SEE NRS 90.530.11.)



NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THIS MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE COMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE LLC MEMBERSHIP UNITS OFFERED HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A MARKET IN THE LLC MEMBERSHIP UNITS. AT SOME TIME IN THE FUTURE, THE COMPANY MAY ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THE SECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKET THEREFORE.

NOTICE TO NORTH CAROLINA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOT CONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS DOCUMENT. REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



NOTICE TO OHIO RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 1707.3(X) OF THE OHIO SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

NOTICE TO OKLAHOMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THIS MEMORANDUM AND THE INFORMATION HAS BEEN MADE WITH THE OKLAHOMA SECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE AN APPROVAL, RECOMMENDATION OR ENDORSEMENT, AND IN NO SENSE, IS TO BE REPRESENTED AS AN INDICATION OF THE INVESTMENT MERIT OF SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL.

NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEEN REGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGON UNDERPROVISIONS OF ORS 59.049. THE INVESTOR IS ADVISED THAT THE COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASE AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TOACCOMPLISH 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 POST MARKED 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 INSUREI THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTEN CONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL BE MADE TO RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NONACCREDITED INVESTORS. EACH PENNSYLVANIA RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1972. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12 MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF



THE COMMISSION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION.

NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESS REGULATION OF THE STATE OF RHODE ISLAND NOR HAS THE DIRECTOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW, CHAPTER 47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THE DEPARTMENT OF COMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA. THE EXEMPTION DOES NOT CONSTITUTE A FINDING THAT THIS MEMORANDUM IS TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DIRECTOR OF THE DIVISION OF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO TENNESSEE RESIDENT ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD. EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER HAVE NOT BEENREGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND, THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS SECURITIES ACT, THE COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES REPRESENTING SECURITIES PURCHASED HEREUNDER, AND ANY PURCHASER HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE WILL NOT SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONS THEREFROM.

NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAH SECURITIES ACT. THE



SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF VERMONT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION UNDER SECTION 13.1-514 OF THE VIRGINIA SECURITIES ACT AND MAY NOT BE RE- OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF SECURITIES HAS NOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT MEMORANDUM AND THE SECURITIES HAVE NOT BEEN REGISTERED IN RELIANCE UPON THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, 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 MADE AVAILABLE.

NOTICE TO WEST VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 15.06(b)(9) OF THE WEST VIRGINIA SECURITIES LAW AND MAY NOT BE REOFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

NOTICE TO WISCONSIN RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A WISCONSIN RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF THREE AND ONE-THIRD (3 1/3) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE LLC MEMBERSHIP UNITS OFFERED HEREIN.

FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBE TO PURCHASE LLC MEMBERSHIP UNITS OFFERED BY THE COMPANY MUST SATISFY THE FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO PURCHASE LLC MEMBERSHIP UNITS: NET.WORTH.(EXCLUSIVE.OF.HOME,.FURNISHINGS.AND.AUTOMOBILES).OF.TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000); AND THE PURCHASE PRICE OF LLC MEMBERSHIP UNITS SUBSCRIBED FOR MAY NOT EXCEED TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND "TAXABLE INCOME" AS DEFINED IN SECTION 63 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, DURING THE LAST TAX YEAR AND ESTIMATED "TAXABLE INCOME" DURING THE CURRENT TAX YEAR SUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-THREE PERCENT (33%).

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



LLC Membership Units Prior to this Offering, we had 1,200,000 Units of LLC Membership Units authorized. Holders of LLC Membership Units are entitled to one vote per share on all matters to be voted upon by shareholders. All Units of LLC Membership Units rank equally as to voting while the investors secured under this Offering have a preferential position in regard to their dividend distribution. The LLC Membership Units have no preemptive or conversion rights, no redemption or sinking fund provisions and are not entitled to cumulative voting rights. LLC Membership Unit Holders are entitled to receive dividends when and as declared by the Membership Unit holders, board of directors out of funds legally available for dividends. In the event of a liquidation, LLC Membership Holders secured under this Offering have preferential liquidation rights before any other LLC Membership Holder, creditors and any lending platform.

PLAN OF DISTRIBUTION

The Offering We are Offering for sale 200,000 Units of our LLC Membership Units at a price of $1.00 per Unit. We are Offering the LLC Membership Units through our officers, directors, and employees. Subject to the approval of our board of directors, we may retain individuals or firms to act as our agents in this Offering and may pay such individuals or firms compensation in the form of cash or rights to purchase LLC Membership Units. We have established a minimum investment of $100.00 for a limited number of unaccredited investors, which we may waive at our discretion. We may accept subscriptions as they are received and subscribers have no assurance that all or any minimum portion of the Units will be sold. We also reserve the right to withdraw, cancel or modify this Offering and to reject subscriptions in whole or in part for the purchase of any of the Units. This Offering will terminate on March 12, 2018 unless we extend the Offering for up to 6 months. No notice of extension is required for investors who have already subscribed before the extension takes place. However, we reserve the right to terminate the Offering at any time. No notice of extension is required for investors who have already subscribed. Prospective investors who desire to purchase the LLC Membership Units in this Offering must complete a subscription agreement in substantially the form attached as Exhibit A to this Memorandum and deliver it to us together with a wire transfer of same day funds, or a check made payable to “Green Light Home Care, LLC for the amount subscribed. Subscribers should indicate their status as accredited investors by marking the applicable paragraph in the Subscription Agreement. The LLC Membership Units will be issued in such names as shall be provided for in the accepted Subscription Agreements and shall be delivered by us to the investors as soon as practicable following our acceptance. The Units will be delivered to the address specified in the subscription agreements. We reserve the right to accept, or reject, any subscription in whole or in part, in our sole discretion. In the event a subscription is rejected, all funds delivered to us with such subscription will be returned to the subscriber as soon as practicable following rejection, without interest.

Investor Qualifications We are Offering the LLC Membership Units to “accredited investors” as well as a limited number of “non-accredited investors” as defined in Rule 506(b) of Regulation D of the Securities and Exchange Act of 1933, as amended. Joint purchasers must each separately qualify under one or more of the tests. As so defined, “accredited investors” generally include: (a) Any individual whose net worth, or joint net worth with his or her spouse, exceeds $1,000,000;



(b) Any individual whose income exceeded $200,000 in both 2015 and 2016, or whose joint income with his or her spouse exceeded $300,000 in each of those years, and who reasonably expects an income reaching the same level in 2017; (c) Most banks and savings and loan associations, whether acting in their individual or in fiduciary capacities, most registered broker-dealers, most insurance companies, most investment companies, certain business development companies and small business investment companies, and employee benefit plans subject to the provisions of the Employee Retirement Income Security Act of 1974 that have total assets in excess of $5,000,000, or as to which investment decisions are made by a fiduciary which is either a bank, insurance company, or registered investment advisor, or that are self-directed plans with investment decisions made solely by persons that are accredited investors; (d) Organizations qualified under Section 501(c)(3) of the Internal Revenue Code, corporations, Massachusetts or similar business trusts, and partnerships, not formed for the specific purpose of purchasing Units, with total assets in excess of $5,000,000; (e) Any trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring Units, whose purchase is directed by a sophisticated person as described in Regulation D; or (f) Any entity all of whose equity owners separately meet the criteria set forth in (a), (b), (c), (d), or (e) above. We will review the subscription agreements with ordinary due diligence and will rely on the representations made by the investors therein in assessing the investor’s ability to qualify as an accredited investor.

RESTRICTIONS ON TRANSFER

We have filed our LLC Membership Units under Reg D 506(c) of the Securities Act of 1933, as amended. We offer these securities in reliance on certain exemptions from registration contained in the Securities Act and applicable state laws. As a consequence, purchasers may not sell these securities unless they are subsequently registered under the Securities Act and applicable state laws or an exemption from such registration is available. Accordingly, any purchaser must bear the economic risk of investment in the Units for an indefinite period of time. We will restrict the sale or assignment of the Units by (i) placing a legend on all certificates evidencing the Units stating that we have not registered the Units with any state laws and that the holder may not sell or assign the Units without registration or an available exemption therefrom, according to an opinion of counsel acceptable to us, (ii) referring to the above-described restrictions in our stop transfer records, and (iii) requiring each purchaser, in the Subscription Agreement, to represent that the purchaser will not sell or assign the Units without registration under the Securities Act and applicable state laws, or appropriate exemptions therefrom.

ADDITIONAL MATERIAL AVAILABLE UPON REQUEST

We have agreed to make available to each prospective investor, prior to the sale of the LLC Membership Units, the opportunity to ask questions of, and receive answers from, our officers concerning the terms and conditions of the Offering. We also agree to obtain any additional information, to the extent we possess such information or can acquire it without unreasonable effort or expense, which may be necessary to verify the accuracy of the information set forth herein. You may be required to sign a confidentiality agreement if you wish to receive additional information that we deem to be proprietary. You, and your representatives, if any, will be asked to acknowledge in the Subscription Agreement that you were given the opportunity to obtain additional information and that you did so or elected to waive the opportunity.



Exhibit A

Subscription Agreement

Green Light Home Care, LLC Prospective Investor:

You have been informed that Green Light Home Care, LLC, a Florida Limited Liability Company, (the “Company”)

wishes to raise $200,000 from various persons by selling up to 200,000 LLC Membership Units, $0.001 par value

(the “LLC Membership Units”), at a price of $1.00 per LLC Membership Unit.

I have received, read, and understand the Private Placement Memorandum dated September 12, 2017 (the

“Memorandum”). I further understand that my rights and responsibilities as a Purchaser will be governed by the

terms and conditions of this Subscription Agreement of Green Light Home Care, LLC. I understand that you will

rely on the following information to confirm that I am an “Accredited Investor” or “Unaccredited Investor”, as

defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and

that I am qualified to be a Purchaser.

This Subscription Agreement is one of a number of such subscriptions for LLC Membership Units. By signing this

Subscription Agreement, I offer to purchase and subscribe from the Company the number of LLC Membership

Units set forth below on the terms specified herein. The Company reserves the right, in its complete discretion,

to reject any subscription offer or to reduce the number of LLC Membership Units allotted to me. If this offer is

accepted, the Company will execute a copy of this Subscription Agreement and return it to me. I understand that

commencing on the date of this Memorandum all funds received by the Company in full payment of subscriptions

for LLC Membership Units will be utilized by the Company in the operation of their business.

1. Accredited Investor. I am an Accredited Investor because I qualify within one of the following categories:

Please Check the Appropriate Category

$1,000,000 Net Worth.

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his

purchase exceeds $1,000,000 excluding the value of the primary residence of such natural person

$200,000/$300,000 Income.

A natural person who had an individual income in excess of $200,000 (including contributions to qualified

employee benefit plans) or joint income with such person’s spouse in excess of $300,000 per year in each of the

two most recent years and who reasonably expects to attain the same individual or joint levels of income (including

such contributions) in the current year. Director or Officer of Issuer.

Any director or executive officer of the Company

All Equity Owners in Entity Are Accredited.

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

as defined herein.

Corporation.



A corporation not formed for the specific purpose of acquiring the LLC Membership Units offered, with total assets

in excess of $5,000,000.

________I am not an accredited investor.

2. Representations and Warranties. I represent and warrant to the Company that:

(A) I (i) have adequate means of providing for my current needs and possible contingencies and I have no

need for liquidity of my investment in the LLC Membership Units, (ii) can bear the economic risk of losing the

entire amount of my investment in LLC Membership Units, and (iii) have such knowledge and experience that I

am capable of evaluating the relative risks and merits of this investment; (iv) the purchase of LLC Membership

Units is consistent, in both nature and amount, with my overall investment program and financial condition.

(B) The address set forth below is my true and correct residence, and I have no intention of becoming a

resident of any other state or jurisdiction.

(C) I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated

under the Securities Act) because I am a sophisticated, experienced investor, capable of determining and

understanding the risks and merits of this investment.

(D) I have received and read, and am familiar with the Offering Documents, including the Memorandum,

Subscription Agreement, and Operating Agreement of the Company. All documents, records and books

pertaining to the Company and the LLC Membership Units requested by me, including all pertinent records of the

Company, financial and otherwise, have been made available or delivered to me.

(E) I have had the opportunity to ask questions of and receive answers from the Company’s officers and

representatives concerning the Company’s affairs generally and the terms and conditions of my proposed

investment in the LLC Membership Units.

(F) I understand the risks implicit in the business of the Company. Among other things, I understand that there

can be no assurance that the Company will be successful in obtaining the funds necessary for its success. If only

a fraction of the maximum amount of the Offering is raised, the Company may not be able to expand as rapidly

as anticipated, and proceeds from this Offering may not be sufficient for the Company’s long-term needs.

(G) Other than as set forth in the Memorandum, no person or entity has made any representation or warranty

whatsoever with respect to any matter or thing concerning the Company and this Offering, and I am purchasing

the LLC Membership Units based solely upon my own investigation and evaluation.

(H) I understand that no LLC Membership Units have been registered under the Securities Act, nor have they

been registered pursuant to the provisions of the securities or other laws of applicable jurisdictions.

(I) The LLC Membership Units for which I subscribe are being acquired solely for my own account, for

investment and are not being purchased with a view to or for their resale or distribution. In order to induce the

Company to sell LLC Membership Units to me, the Company will have no obligation to recognize the ownership,

beneficial or otherwise, of the LLC Membership Units by anyone but me.

(J) I am aware of the following:

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

and



(ii) My investment in the LLC Membership Units is not readily transferable; it may not be possible for

me to liquidate my investment.

(iii) The financial statements of the Company have merely been compiled, and have not been

reviewed or audited.

(iv) There are substantial restrictions on the transferability of the LLC Membership Units registered

under the Securities Act; and

(v) No federal or state agency has made any finding or determination as to the fairness of the LLC

Membership Units for public investment nor any recommendation or endorsement of the LLC Membership

Units;

(K) Except as set forth in the Memorandum, none of the following information has ever been represented,

guaranteed, or warranted to me expressly or by implication, by any broker, the Company, or agents or employees

of the foregoing, or by any other person:

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

(ii) The percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if

any, as a result of an investment in the LLC Membership Units; or

(iii) That the past performance or experience of the Company, or associates, agents, affiliates, or

employees of the Company or any other person, will in any way indicate or predict economic results in

connection with the purchase of LLC Membership Units;

(iv) The number of dividends or distributions that the Company will make;

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

have made no copies of the Memorandum; and

(M) I hereby agree to indemnify and hold harmless the Company, its managers, directors, and representatives

from and against any and all liability, damage, cost or expense, including reasonable attorney’s fees, incurred on

account of or arising out of:

(i) Any inaccuracy in the declarations, representations, and warranties set forth above; (ii) (ii) The disposition of any of the LLC Membership Units by me which is contrary to the

foregoing declarations, representations, and warranties; and

(iii) Any action, suit or proceeding based upon (1) the claim that said declarations,

representations, or warranties were inaccurate or misleading or otherwise cause for obtaining

damages or redress from the Company; or (2) the disposition of any of the LLC Membership Units.

(N) By entering into this Subscription Agreement, I acknowledge that the Company is relying on the truth and

accuracy of my representations. The foregoing representation and warranties are true and accurate as of the

date hereof, shall be true and accurate as of the date of the delivery of the funds to the Company and shall

survive such delivery. If, in any respect, such representations and warranties are not true and accurate prior to

delivery of the funds, I will give written notice of the fact to the Company, specifying which representations and

warranties are not true and accurate and the reasons therefor.



3. Transferability. I understand that I may sell or otherwise transfer my LLC Membership Units only if

registered under the Securities Act or I provide the Company with an opinion of counsel acceptable to the

Company to the effect that such sale or other transfer may be made in absence of registration under the

Securities Act. I have no right to cause the Company to register the LLC Membership Units. Any certificates or

other documents representing my LLC Membership Units will contain a restrictive legend reflecting this

restriction, and stop transfer instructions will apply to my LLC Membership Units.

4. Indemnification. I understand the meaning and legal consequences of the representations and warranties

contained in Paragraph 2 hereof, and I will indemnify and hold harmless the Company, its officers, directors,

the preparer of this Offering and representatives involved in the offer or sale of the LLC Membership Units to

me, as well as each of the managers and representatives, employees and agents and other controlling persons

of each of them, from and against any and all loss, damage or liability due to or arising out of a breach of any

representation or warranty of mine contained in this Subscription Agreement.

5. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by

me hereunder and this Subscription Agreement shall survive my death or disability.

6. Termination of Agreement. If this subscription is rejected by the Company, then this Subscription

Agreement shall be null and void and of no further force and effect, no party shall have any rights against any

other party hereunder, and the Company shall promptly return to me the funds delivered with this Subscription

Agreement.

7. Miscellaneous.

i) This Subscription Agreement shall be governed by and construed in accordance with the

substantive law of the State of Florida.

ii) This Subscription Agreement constitutes the entire agreement between the parties hereto with

respect to the subject matter hereof and may be amended only in writing and executed by all parties.

8. Ownership Information. Please print here the total number of LLC Membership Units to be purchased, and

the exact name(s) in which the LLC Membership Units will be registered.

Name(s):

Single Person

Husband and Wife, as community property

Joint Tenants (with right of survivorship)

Tenants in Common

A Married Person as separate property

Corporation or other organization

A Partnership



Trust

IRA

Tax-Qualified Retirement Plan

(i) Trustee(s)/ Custodian (ii) Trust Date (iii) Name of Trust (iv) For the Benefit of

Other: (please explain)

Social Security or Tax I.D. #:

Residence Address: ____________________________________________________________

Street Address _______________________________________________________________

City ____________________________ State _______ Zip ____________

Mailing Address: (Complete only if different from residence)

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

City State Zip

Phone Numbers

Home: (____) Business: ( )

Email:

9. Date and Signatures.

Dated ________.

Signatures Purchaser Name (Print)

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

Green Light Home Care, LLC Date



Exhibit B

Investor Suitability Questionnaire To: Prospective purchasers of the LLC Membership Units offered by Green Light Home Care, LLC (the

“Company”).

The Purpose of this Questionnaire is to solicit certain information regarding your financial status to determine

whether you are an “Accredited or Unaccredited Investor,” as defined under applicable federal and state

securities laws, and otherwise meet the suitability criteria established by the Company for purchasing LLC

Membership Units. This questionnaire is not an offer to sell securities.

Your answers will be kept as confidential as possible. You agree, however, that this Questionnaire may be shown

to such persons as the Company deems appropriate to determine your eligibility as an Accredited Investor or to

ascertain your general suitability for investing in the LLC Membership Units.

Please answer all questions completely and execute the signature page

A. Personal

1. Name: ____________________________

2. Address of Principal Residence:

County:

3. Residence Telephone:

4. Where are you registered to vote?

5. Your driver’s license is issued by the following state:

6. Other Residences or Contacts: Please identify any other state where you own a residence, are

registered to vote, pay income taxes, hold a driver’s license or have any other contacts, and describe

your connection with such state:

7. Please send all correspondence to:

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

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

8. Date of Birth: _______________________

9. Citizenship:



10. Social Security/Passport or Federal Tax #____ _____ ___

B. Occupations and Income

1. Occupation:

(a) Business Address:

(b) Business Telephone Number: ( )

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

(1) __$200,000

(2) __$300,000

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

(1) Yes

(2) No

4. Estimated gross income during current year exceeds:

(1) _____$200,000

(2) _____$300,000

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

(1) _ Yes

(2) No

C. Net Worth

1. Current net worth or joint net worth with spouse (note that “net worth” includes all of the assets owned by

you and your spouse in excess of total liabilities, excluding the value of your primary residence.)

(1) $100,000-$250,000

(2) $250,000-$500,000

(3) $500,000-$750,000

(4) $750,000-$1,000,000

(5) Over $1,000,000

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



D. Affiliation with the Company

Are you a director or executive officer of Green Light Home Care, LLC? (1) __ Yes (2) ___No

E. Investment Percentage of Net Worth

If you expect to invest at least $150,000 in LLC Membership Units, does your total purchase price exceed:

10% of your net worth at the time of sale, or joint net worth with your spouse. (1) Yes (2) No

F. Consistent Investment Strategy

Is this investment consistent with your overall investment strategy? (1) Yes (2) No

G. Prospective Investor’s Representations

The information contained in this Questionnaire is true and complete, and the undersigned understands that the

Company and its counsel will rely on such information for the purpose of complying with all applicable securities

laws as discussed above. The undersigned agrees to notify the Company promptly of any change in the foregoing

information which may occur prior to any purchase by the undersigned of securities from the Company.

Prospective Investor:

Signature

Date: ____________

Signature (of joint purchase if purchase is to be made as joint tenants or as tenants in common) ACCEPTED:

Green Light Home Care, LLC Date

Green Light Home Care, LLC The Offering: 200,000 LLC … · 2017-10-29 · Proactive Partnership -...

Documents

Transcript of Green Light Home Care, LLC The Offering: 200,000 LLC … · 2017-10-29 · Proactive Partnership -...