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NAME: ___________________________________ MEMORANDUM NUMBER: ____________ CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM A DELAWARE LIMITED LIABILITY COMPANY $1,000,000 MEMBERSHIP INTERESTS “Preferential Net Profits Membership Interests” (“Class C”) Units (Until 150% Payback) and Common Membership Interest Units Thereafter At $50,000 Per Unit PREFERENTIAL NET PROFITS INVESTMENT UNITS BEFORE 150% PAYBACK AFTER 150% PAYBACK UNITS PREFERENTIAL NET COMMON INTEREST PROFITS INTEREST MIN Units: 1 .0000 $50,000 1.7021% 0.2882% MAX Units: 47.0000 $2,350,000 80.0000% 13.5447% $50,000 Minimum Subscription Amount Per Investor _______________ Updated as of September 1, 2012 _______________ THE INTERESTS DESCRIBED HEREIN ARE A SPECULATIVE INVESTMENT AND INVOLVE A HIGH DEGREE OF RISK. PLEASE SEE "RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST" IN SECTION VI OF THIS PRIVATE PLACEMENT MEMORANDUM. THIS PRIVATE PLACEMENT MEMORANDUM IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN MEMBERSHIP INTERESTS IN SAMPLE COMPANY. DUE TO THE CONFIDENTIAL NATURE OF THIS PRIVATE PLACEMENT MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL CONSEQUENCES. IT MAY NOT BE REPRODUCED IN WHOLE OR IN PART, AND IT MAY NOT BE DELIVERED TO ANY PERSON, WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGING MEMBER.