Documente Academic
Documente Profesional
Documente Cultură
OFFERING
Ten
Million
Dollars
($10,000,000)
Of
2000
Membership
Units
$5,000
per
Unit
5
Unit
($25,000)
Minimum
Individual
Investment
SECURITIES
DISCLOSURES
The
securities
offered
hereby
have
not
been
registered
under
the
Securities
Act
of
1933,
as
amended,
or
the
securities
laws
of
any
state
and
are
being
offered
and
sold
in
reliance
on
exemptions
from
the
registration
requirements
of
the
Securities
Act
and
such
laws.
Furthermore,
the
securities
offered
hereby
have
not
been
approved
or
disapproved
by
the
Securities
And
Exchange
Commission
or
other
regulatory
authority
of
any
state,
nor
have
any
of
the
foregoing
authorities
passed
upon
the
accuracy
or
adequacy
of
this
document
or
endorsed
the
merits
of
this
offering.
Any
representation
to
the
contrary
is
a
criminal
offense.
IMPORTANT
CONSIDERATIONS
This
memorandum
is
being
furnished
to
prospective
investors
to
consider
an
investment
in
the
Fund.
Due
to
its
confidential
nature,
this
memorandum
may
not
be
reproduced
or
used
for
any
other
purpose.
By
accepting
delivery
of
this
memorandum,
each
prospective
investor
agrees
that
he,
she
or
it
will
not
divulge
its
contents
to
any
person
other
than
his,
her
or
its
attorney,
accountant
or
other
representative,
if
any,
and
will
return
it
with
all
accompanying
documents
to
the
Manager
upon
request
if
the
investor
does
not
make
an
investment
in
the
Fund.
The
securities
offered
hereby
will
be
offered
in
a
transaction
not
involving
a
public
offering
in
reliance
upon
the
exemption
from
registration
afforded
by
section
4(2)
of
the
Securities
Act
and
the
regulations
promulgated
thereunder,
and
may
only
be
offered
and
sold
to
certain
qualified
investors.
Subscribers
will
be
required
to
represent
that
they
are
familiar
with
and
understand
the
terms
of
this
offering,
and
that
they
meet
certain
suitability
requirements.
This
memorandum
does
not
constitute
an
offer
or
solicitation
by
or
to
anyone
in
any
jurisdiction
in
which
such
an
offer
or
solicitation
would
be
unlawful.
In
addition,
this
memorandum
constitutes
an
offer
only
if
the
Offerer
is
a
qualified
Offeree
under
applicable
securities
laws.
This
memorandum
contains
a
summary
of
the
material
terms
of
certain
documents.
However,
the
description
of
the
documents
summarized
herein
is
incomplete
and
should
not
be
relied
upon
by
any
investor
without
a
complete
reading
of
all
of
such
documents
and
a
full
understanding
of
their
contents.
All
documents
relating
to
an
investment
in
the
interests
(and
August
8,
2011
1
August 8, 2011
Contents
1
PRIVATE
PLACEMENT
DOCUMENTS
..........................................................................................
6
2
WHY
MANAGED
RENTAL
PROPERTIES?
...................................................................................
6
3
SUMMARY
OF
OFFERING
...............................................................................................................
7
3.01
The
Fund
..................................................................................................................................................
7
3.02
Term
of
the
Fund
..................................................................................................................................
7
3.03
Investment
Objective
and
Process
................................................................................................
7
3.04
Advantages
of
buying
distressed
properties
............................................................................
7
3.05
Distressed
Property
Investment
Risks
.......................................................................................
7
3.06
Advantages
of
trustee
sale
purchases
.........................................................................................
8
3.07
Trustee
Sale
Investment
Risks
.......................................................................................................
8
3.08
Eligible
Investors
..................................................................................................................................
9
3.09
How
to
Purchase
Interests
...............................................................................................................
9
3.10
Net
Asset
Value
....................................................................................................................................
10 3.11
How
to
Redeem
Interests
...............................................................................................................
10 3.12
Startup
Fees
and
Expenses
............................................................................................................
11 3.13
Distributions
and
Taxes
..................................................................................................................
11 3.14
Redemption
and
Taxes
....................................................................................................................
11 3.15
Business
Operations
of
the
Fund
.................................................................................................
11 4
THE
MANAGER
................................................................................................................................
11
4.01
Manager:
Larry
Roberts
..................................................................................................................
12 4.02
Manager
Compensation
...................................................................................................................
12 4.03
Shared
Profits
and
Alignment
of
Interests
..............................................................................
13 4.04
Managers
holdings
in
the
Fund
...................................................................................................
13 4.05
Managers
Purchase
of
Properties
from
the
Fund
...............................................................
13 5
INVESTMENT
OBJECTIVE
AND
APPROACH
...........................................................................
13
5.01
Market
Environment
and
Opportunity
.....................................................................................
13 5.02
Philosophy
and
Strategy
.................................................................................................................
14 5.03
Risk
of
Diminished
Returns
...........................................................................................................
14 (a)
Idle
money
.....................................................................................................................
14
5.04
Risk
of
Loss
...........................................................................................................................................
14 5.05
Investment
Process
...........................................................................................................................
15 (a)
Select
Properties
for
Initial
Research
................................................................
15
(b)
Filter
Properties
with
Final
Research
................................................................
15
(c)
Bid
at
Sale
.......................................................................................................................
15
(d)
Take
Possession
after
Sale
......................................................................................
16
(e)
Prepare
for
Rental
......................................................................................................
16
(f)
Hold
as
Long-Term
Rental
.......................................................................................
16
(g)
Liquidate
Properties
as
Investors
Redeem
Interests
..................................
16
5.06
Typical
Investment
Parameters,
Costs
and
Fees
..................................................................
16 5.07
Breakeven
Analysis
for
Typical
Investment
...........................................................................
18 5.08
Use
of
Property
and
Fund
Debt
....................................................................................................
18 5.09
Appreciation
and
10-Year
Internal
Rate
of
Return
.............................................................
20 5.10
Ten-Year
Projections
for
a
typical
property
...........................................................................
21 5.11
Rental
Strategies
.................................................................................................................................
22 (a)
Renting
to
the
former
owner
.................................................................................
22
(b)
Renting
to
the
holdover
tenant
............................................................................
22
August
8,
2011
4
August 8, 2011
The Disclosure Document explains the Operating Agreement and describes how the Fund will conduct business. The Subscription Agreement is filled out by the investor as an offering to the Fund to accept the subscribers cash contribution in exchange for a claim to the assets and profits of the Funds operations. The Operating Agreement addresses items like the company name, Manager and members, the investment plan, typical transactions, expenses, profits and losses, capital contributions, capital distributions and withdrawals, and various procedural and legal notes. The Disclosure Document does not have the legalese of the Operating Agreement. The intent of a Disclosure Document is to inform completely and make everything as transparent as possible. The Investor Questionnaire is designed to help the potential investor determine if the type of investment presented is right for them. It establishes the contact information, investor financial status, and other data to help the Manager evaluate the suitability of the potential Subscriber. The Subscription Agreement is the investors petition to the Fund for admission. The Fund Manager may accept Subscribers into the Fund by processing the Subscription Agreement and returning to the Investor a copy of the Subscription Agreement signed by the Manager. It is recommended that these documents and future Fund Performance Reports be kept together for the investors records.
3 SUMMARY
OF
OFFERING
This
Confidential
Private
Placement
Memorandum
describes
the
offering
of
an
unlimited
number
of
membership
interests
in
the
Fund,
RADIANT
HOMES,
LLC.
An
index
of
defined
terms
used
herein
(which
are
capitalized)
appears
at
the
back
of
this
Memorandum.
3.01
THE
FUND
The
Fund
is
RADIANT
HOMES,
LLC,
a
Nevada
limited
liability
company.
The
Fund
was
formed
to
operate
as
a
private
investment
company
that
will
invest
its
assets
according
to
a
specified
investment
objective
and
stated
investment
policies.
A
copy
of
the
Operating
Agreement
is
enclosed
with
this
Memorandum
as
APPENDIX
A:
OPERATING
AGREEMENT
OF
RADIANT
HOMES,
LLC.
3.02
3.03
3.04
3.05
August 8, 2011
3.06
3.07
August 8, 2011
3.08
ELIGIBLE
INVESTORS
Interests
in
the
Fund
will
be
offered
to
"accredited
investors"
and
sophisticated
investors
as
that
term
is
defined
in
Regulation
D
under
Section
4
(2)
of
the
Securities
Act.
3.09
CLOSING
DATE
The
Fund
will
be
closed
to
all
new
investment
on
December
31,
2012
or
earlier
at
the
Managers
discretion.
3.10
August 8, 2011
3.12
During the Fiscal Year, profits are distributed quarterly, and beginning in 2013, the Net Asset Value of the Fund is reevaluated by a brokers opinion of value and the Member's Capital Accounts are adjusted. All petitions for return of Capital Accounts must be in writing to the Manager and acknowledged by same. In the event a Member petitions to Manager for release of Capital Contribution, the Manager has one year to liquidate sufficient Company holdings to return member's Contributed Capital. In the event sufficient working capital is released prior to the one-year period and the Manager deems
August 8, 2011
10
3.13
3.14
3.15
3.16
4 THE
MANAGER
The
acting
Manager
of
the
Fund
is
Larry
Roberts.
The
Manager
has
experience
in
every
aspect
of
the
Funds
operation.
However,
it
may
be
in
the
best
interest
of
the
Fund
to
have
the
Manager
supervise
the
work
of
others
and
work
as
a
team
to
deliver
potentially
profitable
deals
to
the
August 8, 2011
11
4.01
The Fund is the primary responsibility of Larry Roberts. He has extensive experience with managing large real estate funds devoted to specific projects. Much of his experience has been with homebuilders, so he fully understands the construction and renovation issues associated with single-family homes. Since September 2010, Larry Roberts has been managing Apple Blossom Arbitrage LLC, a purchase-to-sale flipping fund operating in Las Vegas. In the first year of operations, he oversaw the purchase, renovation and sale of more than 30 homes. This experience makes him an expert in Las Vegas real estate. The contract between Lawrence Roberts and the Fund is the Operating Agreement attached as APPENDIX A: OPERATING AGREEMENT OF RADIANT HOMES, LLC.
4.02
MANAGER
COMPENSATION
The
Manager
receives
compensation
through
four
events:
5%
of
invested
capital
retained
as
a
Fund
ownership
position
by
Monterey
Cypress
LLC.
1%
gross
commission
on
property
acquisitions.
10%
of
net
operating
income.
3%
typical
listing
commission
on
sale.
The Manager also has the right to purchase properties from the Fund at-cost as an indirect form of compensation. Manager may take compensation personally, or it may be put to a business entity with which Manager has an interest such as Ideal Home Brokers or Monterey Cypress LLC. Manager will determine whether to take any income personally or funnel it through an entity at his discretion.
August 8, 2011
12
4.04
4.05
4.06
5.01
5.02
5.03
Managing these risks requires good data and sound analysis. The skills and efforts of the Manager to manage risk will determine the success of the Fund. (a) Idle money Finding deals that matches investment parameters may become difficult, and such deals may not be present in the market for long periods of time. Idle money lowers the rate of return. If it takes two or three months to acquire a property, an investor missed potential rental income during that period. Further, once a property is purchased, it may not be rented for a significant period of time while former occupants are evicted, renovations are completed, and a renter is found.
5.04
RISK
OF
LOSS
The
risk
of
loss
to
the
Fund
comes
primarily
from
market
risk
at
resale.
The
current
state
of
the
market
is
falling
prices.
If
prices
continue
to
fall
and
fail
to
recover,
and
if
the
investor
wants
to
August 8, 2011
14
5.05
INVESTMENT
PROCESS
This
section
contains
a
conceptual
overview
of
the
Trustee
Sale
process
which
is
the
primary
method
of
property
acquisition
for
this
Fund.
(a)
Select Properties for Initial Research The Fund has identified certain market areas where it has expertise in determining resale property values. The Manager will contract with a service to function as the Trustee Sale Buyer. Any possible acquisition targets are further researched to obtain the following information: Detailed description of Property Property tax information (tax rate, Mello Roos status, etc.) Basic Home Owners Association information, if any Recent market comparable rentals Recent market comparable sales Recent comparable foreclosure sales, if any
(b)
Filter Properties with Final Research For those Properties in which Manager has a continued interest, Trustee Sale Buyer will provide the following: Photographs on the morning of the sale each prospective property scheduled for auction is photographed and provided to the Manager. Title - all persons currently vested on title, or previously vested at any time as of or since the acquisition of the Property. Liens - all Trust Deeds and all other liens currently encumbering Property, and an analysis of their effect or standing, if any, at or following the Sale. Property Tax Status - total property taxes owed against the property, if any, including current taxes, delinquent taxes, and penalties.
Prior to the Sale, Manager will (1) review the above information, (2) make a final determination as to whether or not to bid at the Sale, and, if so, (3) determine the maximum bid. (c) Bid at Sale On the day of the scheduled Sale Trustee Sale Buyer will attend the Sale and bid on Property on Fund's behalf. If there is no bidding competition and opening bid is less than the Buyer's
August 8, 2011
15
5.06
5.07
5.08
August 8, 2011
18
The debt assumptions above are conservative. The debt will need to be non-recourse debt issued to an LLC. The Manager knows of several sources of private funding willing to make these loans at rates less than 7% with loan-to-values of 50% or higher. The lower the interest rate and the August 8, 2011 19
5.09
When the inventory problems caused by the plethora of foreclosure abates. The opportunity to buy cashflow properties with tremendous capitalization rates will disappear. However, the rebound appreciation may be quite significant. The market is currently 40% below rental parity. The asymmetric nature of drawdowns means that prices need to rebound far more than 40% to reach the prior equilibrium. Las Vegas could easily see double-digit appreciation five to ten years from now. If prices rise 80% during the next ten years which would still leave prices below rental parity the appreciation returns will be tremendous. When a 10 year holding period with an 80% increase in prices is factored in, the internal rate of return comes to 13.2% on an all-cash basis. With leverage the returns can exceed 20%.
August 8, 2011
20
To estimate the performance of a $10,000,000 fund, take all the above numbers times 100. The rates of return will be the same as for the individual properties except for some reduction for idle money and general fund expenses.
August 8, 2011
21
5.12
August 8, 2011
22
5.13
5.14
August 8, 2011
23
6.02
DIVERSIFICATION
RISK
The
Operating
Agreement
does
not
require
diversification
of
the
Fund's
investments.
Therefore,
the
Fund
may
invest
its
assets
in
a
relatively
small
number
of
properties.
6.03
LEVERAGE
RISK
The
use
of
leverage
will
be
employed
to
enhance
the
Fund's
returns.
Debt
will
magnify
the
Funds
interest
in
the
property
and
it
will
expose
the
Fund
to
a
greater
risk
of
loss.
6.04
6.05
LIMITED
TRANSFERABILITY
The
Interests
have
not
been
registered
under
the
Securities
Act
of
1933
or
applicable
state
securities
laws
and,
therefore,
are
subject
to
restrictions
on
transfer.
In
addition,
the
Operating
Agreement
contains
significant
restrictions
on
the
ability
of
Members
to
transfer
their
Interests.
In
most
instances,
Interests
may
not
be
transferred
by
a
Member
without
the
prior
written
approval
of
the
Manager.
6.06
6.07
6.08
6.09
7 CONFLICTS
OF
INTEREST
Various
conflicts
of
interest
may
arise
in
connection
with
the
operations
of
the
Fund
and
the
sale
of
Interests.
These
conflicts
of
interest,
which
should
be
carefully
considered
before
an
investment
decision
is
made,
include,
but
are
not
limited
to,
the
following:
7.01
7.02
7.03
7.04
7.05
7.06
NO
INDEPENDENT
COUNSEL
No
independent
legal
counsel
has
been
engaged
to
represent
the
interests
of
the
Members,
and
there
have
been
no
negotiations
between
the
Manager
and
any
other
party
in
connection
with
the
terms
of
the
Operating
Agreement
or
any
other
matter
affecting
remuneration
to
the
Manager,
or
the
finances
or
operations
of
the
Fund.
Counsel
for
the
Fund
may
have
a
continuing
relationship
with
the
Manager
and
its
affiliates
apart
from
the
Fund.
August 8, 2011
26
August 8, 2011
27
2.
9.02
INVOLUNTARY
REDEMPTIONS
Because
only
a
limited
number
of
beneficial
owners
are
allowed,
the
Manager
reserves
the
right
to
redeem
an
investor's
capital
account
when
the
value
of
the
Interest
held
by
such
investor
is
less
than
$25,000.
Manager
may
also
involuntarily
exclude
any
investor
for
reasons
including
the
event
of
their
legal
incapacity,
liquidation
or
bankruptcy,
all
as
provided
in
the
Operating
Agreement.
9.03
August 8, 2011
28
10 TAX
ASPECTS
10.01 DISTRIBUTIONS
AND
TAXES
The
Company
operates
as
a
growth
fund.
All
profits,
if
any,
are
distributed
at
the
end
of
each
quarter.
The
Net
Asset
Value
of
each
Member's
Capital
Account
is
updated
each
quarter
based
on
the
Funds
Net
Asset
Value.
10.02
10.03
August 8, 2011
29
10.05
10.06
10.07
10.08
10.09
10.10
FOREIGN
TAXES
Should
any
investor
who
is
either
a
citizen
or
a
resident
of
a
country
other
than
the
United
States
acquire
Interests,
the
tax
consequences
of
his
investment
under
the
laws
of
the
country
of
his
citizenship
or
residency
might
differ
substantially
from
those
described
above.
10.11
11 DEFINITIONS
The
following
terms,
as
used
in
this
Memorandum,
have
the
following
respective
meanings.
Capitalized
terms
defined
in
the
Operating
Agreement
and
not
otherwise
defined
in
this
Memorandum
will
have
the
meanings
set
forth
in
the
Operating
Agreement.
"Accredited
Investor"
will
have
the
meaning
set
forth
in
Rule
501
of
Regulation
D,
promulgated
under
the
Securities
Act.
"Advisers
Act"
means
the
Investment
Advisers
Act
of
1940,
as
amended.
"ERISA"
means
the
U.S.
Employee
Retirement
Income
Security
Act
of
1974,
as
amended.
"Fund"
means
the
RADIANT
HOMES,
LLC,
a
Nevada
limited
liability
company.
"Investment
Company
Act"
or
"1940
Act"
means
the
Investment
Company
Act
of
1940,
as
amended.
"Manager"
means
Larry
Roberts.
"Members"
means
the
Manager
and
other
Persons
admitted
to
the
Fund
as
investors.
"Offering"
means
the
offer
and
sale
of
an
unlimited
number
of
membership
interests
(called
"Interests")
in
the
Fund.
"Operating
Agreement"
means
the
Operating
Agreement,
in
the
form
provided
as
an
enclosure
with
this
Memorandum,
as
the
same
may
be
amended,
modified
or
supplemented
from
time
to
time.
"Percentage
Interest"
will
have
the
meaning
ascribed
to
such
term
in
the
Operating
Agreement.
"Regulations"
means
regulations
promulgated
by
the
Department
of
Treasury
of
the
United
States
with
respect
to
the
Code.
Securities
Act"
means
the
Securities
Act
of
1933,
as
amended.
"UBTI"
means
unrelated
business
taxable
income,
as
such
term
is
used
in
the
Code.
August
8,
2011
31
August 8, 2011
A-1
1 THE
COMPANY
1.01 NAME
The
name
of
the
Company
will
be
Radiant
Homes,
LLC.
The
business
of
the
company
will
be
conducted
in
that
name
or
any
other
the
Manager
deems
necessary
or
appropriate
to
comply
with
any
legal
or
other
requirements
of
the
United
States
of
America,
the
State
of
Nevada
or
any
other
jurisdiction
in
which
operations
of
the
Company
are
conducted.
1.02
1.03
PRINCIPAL
OFFICE
The
principal
office
is:
6069
S.
Fort
Apache,
Suite
100
Las
Vegas,
NV
89148
The
Company
may
have
a
principal
place
of
business
and
other
offices
as
the
Manager
may
designate.
August
8,
2011
A-2
2 TERM
The
Company
will
operate
until
one
of
the
following
two
conditions
is
met:
as
long
as
Investors
wish
to
have
capital
invested
in
cashflow
properties,
and
as
long
as
the
Manager
is
willing
and
able
to
operate
the
fund.
Members will receive the balance of their accounts at termination of the fund unless they request distribution in writing subject to the limitations of Section 7.
2.01
CLOSING
DATE
The
Fund
will
be
closed
to
all
new
investment
on
December
31,
2012
or
earlier
at
the
Managers
discretion.
3.02
MEMBERS
The
Manager
hereby
agrees
to
the
admission
of
new
Members
to
the
Company
on
the
Closing
Date.
A
data
list
will
be
maintained
by
the
Manager
in
order
to
identify
the
Members
being
so
admitted
by
name,
address,
and
Capital
Contribution
of
such
Member.
A
current
schedule
of
Members
will
be
kept
at
the
principal
office
of
the
Company.
The
interests
of
the
Members
in
the
Company
are
described
herein.
3.03
LIABILITY
OF
MEMBERS
No
Member
will
be
liable
to
creditors
of
the
Company
for
the
repayment,
satisfaction
and
discharge
of
any
debts,
liabilities
and
other
obligations
of
the
Company
in
excess
of
the
amount
of
such
Member's
Capital
Account
at
such
time.
Properties
the
Fund
invests
in
may
carry
debt,
but
the
debt
is
either
non-recourse
or
personally
guaranteed
by
Larry
Roberts.
3.04
August 8, 2011
A-3
APPENDIX
A:
OPERATING
AGREEMENT
OF
RADIANT
HOMES,
LLC
4 INVESTMENT
PLAN
AND
TYPICAL
TRANSACTION
4.01 PHILOSOPHY
AND
STRATEGY
The
investment
objective
of
the
Fund
is
profit
through
buying
real
estate
at
trustee
sale,
improving
properties
as
necessary,
renting
them
out
for
current
cashflow,
and
reselling
them
in
the
open
market
where
buyers
can
obtain
financing
after
prices
rebound
back
to
rental
parity
levels.
4.02
Managing these risks requires good data and sound analysis. The skills and efforts of the Manager to manage risk will determine the success of the Fund. (a) Idle money Finding deals that matches investment parameters may become difficult, and such deals may not be present in the market for long periods of time. Idle money lowers the rate of return. If it takes two or three months to acquire a property, an investor missed potential rental income during that period. Further, once a property is purchased, it may no be rented for a significant period of time while former occupants are evicted, renovations are completed, and a renter is found.
4.03
RISK
OF
LOSS
The
risk
of
loss
to
the
Fund
comes
primarily
from
market
risk
at
resale.
The
current
state
of
the
market
is
falling
prices.
If
prices
continue
to
fall
and
fail
to
recover,
and
if
the
investor
wants
to
liquidate
their
holdings
while
prices
are
depressed,
the
investor
may
experience
loss
of
original
capital.
4.04
August 8, 2011
A-4
4.06
August 8, 2011
A-6
4.08
When the inventory problems caused by the plethora of foreclosure abates. The opportunity to buy cashflow properties with tremendous capitalization rates will disappear. However, the rebound appreciation may be quite significant. The market is currently 40% below rental parity. The asymmetric nature of drawdowns means that prices need to rebound far more than 40% to reach the prior equilibrium. Las Vegas could easily see double-digit appreciation five to ten years from now. If prices rise 80% during the next ten years which would still leave prices below rental parity the appreciation returns will be tremendous. When a 10 year holding period with an 80% increase in prices is factored in, the internal rate of return comes to 13.2% on an all-cash basis. With leverage the returns can exceed 20%. August 8, 2011 A-8
To estimate the performance of a $10,000,000 fund, take all the above numbers times 100. The rates of return will be the same as for the individual properties except for some reduction for idle money and general fund expenses. August 8, 2011 A-9
4.11
4.12
4.13
4.14
5.01
August 8, 2011
The Fund is the primary responsibility of Larry Roberts. He has extensive experience with managing large real estate funds devoted to specific projects. Much of his experience has been with homebuilders, so he fully understands the construction and renovation issues associated with single-family homes. Since September 2010, Larry Roberts has been managing Apple Blossom Arbitrage LLC, a purchase-to-sale flipping fund operating in Las Vegas. In the first year of operations, he oversaw the purchase, renovation and sale of more than 30 homes. This experience makes him an expert in Las Vegas real estate.
5.02
MANAGER
COMPENSATION
The
Manager
receives
compensation
through
four
events:
5%
of
invested
capital
retained
as
a
Fund
ownership
position
by
Monterey
Cypress
LLC.
1%
gross
commission
on
property
acquisitions.
10%
of
net
operating
income.
3%
typical
listing
commission
on
sale.
The Manager also has the right to purchase properties from the Fund at-cost as an indirect form of compensation. Manager may take compensation personally, or it may be put to a business entity with which Manager has an interest such as Ideal Home Brokers or Monterey Cypress LLC. Manager will determine whether to take any income personally or funnel it through an entity at his discretion.
5.03
August 8, 2011
A-11
5.05
5.06
5.07
5.08
MANAGER'S
POWERS
The
Manager,
at
his
sole
discretion,
has
the
following
powers
to
act
on
behalf
of
the
Company:
To
purchase,
improve,
and
sell
real
estate;
To
enter
into
contracts;
To
incur
expense
for
office
space,
if
necessary;
To
engage
and
compensate
attorneys,
independent
accountants,
brokers,
consultants,
experts,
contractors
or
such
other
persons;
To
open,
maintain
and
close
bank
accounts
and
draw
checks
and
other
orders.
The
Manager
need
not
solicit
competitive
bids
and
does
not
have
an
obligation
to
seek
the
lowest
available
commission
cost
in
selecting
brokers
to
execute
transactions.
In
selecting
brokers,
the
Manager
may
or
may
not
negotiate
"execution
only"
commission
rates;
thus,
the
Company
may
be
deemed
to
be
paying
for
other
services
provided
by
the
broker
which
are
included
in
the
commission
rate.
August 8, 2011
A-12
The Manager will not use Company funds for purposes other than fulfilling the primary objective of purchasing, improving and selling real estate and related expenses of operating the fund. The Manager and other business associates with whom the Manager has business relationships will receive compensation from transactions related to the funds primary purpose of buying and selling real estate.
5.09
5.10
5.11
ASSETS
Any
asset
owned
by
the
Company
may
be
registered
in
the
name
of
the
Company.
Any
corporation,
brokerage
firm
or
transfer
agent
called
upon
to
transfer
any
assets
to
or
from
the
name
of
the
Company
will
be
entitled
to
rely
upon
instructions
or
assignments
signed
or
purporting
to
be
signed
by
the
Manager
or
its
agent
without
inquiry
as
to
the
authority
of
the
person
signing
or
purporting
to
sign
such
instructions
or
assignments
or
as
to
the
validity
of
any
transfer
to
or
from
the
name
of
the
Company.
5.12
EXPENSES
The
Company
will
be
responsible
for,
and
will
pay,
all
auditing,
accounting,
tax
preparation,
legal,
interest,
and
other
out-of-pocket
fees,
expenses
and
taxes
incurred
by
or
on
behalf
of
the
Company
including,
without
limitation,
all
such
out-of-pocket
fees
and
other
expenses
incurred
by
the
Manager
(or
its
owners,
agents
or
designees,
and
including
any
persons
or
entities
acting
for
or
on
behalf
of
the
Manager
before
the
Company's
formation)
on
behalf
of
the
Company.
5.13
5.14
5.15
August 8, 2011
A-14
5.17
EXCULPATION
Neither
the
Manager
nor
any
limited
or
general
partner,
agent,
beneficial
owner,
shareholder,
trustee,
member,
consultant,
director,
officer,
employee,
consultant
or
Affiliate
of
the
Manager
nor
any
beneficial
owner
or
direct
or
indirect
limited
or
general
partner,
agent,
beneficial
owner,
shareholder,
trustee,
member,
director,
officer,
employee,
consultant
or
Affiliate
of
any
of
the
foregoing
persons
will
be
liable,
responsible
or
accountable
in
damages
or
otherwise
to
the
Company
or
to
any
Member
for
any
act
or
failure
to
act
pursuant
to
this
Agreement
or
otherwise,
except
where
such
act
or
failure
to
act
constitutes
willful
misconduct,
gross
negligence,
fraud
or
bad
faith.
The
Manager
and
such
other
persons
will
be
entitled
to
rely
upon
the
opinion
or
the
advice
of
counsel,
public
accountants
or
other
experts
experienced
in
the
matter
at
issue;
such
an
opinion
or
such
advice
will
afford
full
protection
for
the
Manager
and
such
other
persons
with
respect
to
any
act
or
failure
to
act
by
the
Manager
or
such
other
persons
in
good
faith
reliance
on
such
an
opinion
or
such
advice;
and
such
an
act
or
failure
to
act
will
in
no
event
subject
the
Manager
or
any
such
other
person
to
liability
to
the
Company
or
any
other
Member.
The
Manager
will
not
be
personally
liable
for
the
return
of
any
Member's
Capital
Contributions
or
any
additions
to
any
Member's
Capital
Account
or
any
portion
thereof.
Notwithstanding
any
provision
of
this
Agreement
to
the
contrary,
neither
the
Manager
nor
any
limited
or
general
partner,
agent,
beneficial
owner,
shareholder,
trustee,
member,
consultant,
director,
officer,
employee,
consultant
or
Affiliate
of
the
Manager
nor
any
beneficial
owner
or
direct
or
indirect
limited
or
general
partner,
agent,
beneficial
owners,
shareholder,
trustee,
member,
director,
officer,
employee,
consultant
or
Affiliate
of
any
of
the
foregoing
persons
will
be
liable
to
the
Company
or
any
Member
for
indirect,
special,
consequential
or
punitive
damages
or
losses
of
any
kind
whatsoever
(including
but
not
limited
to
lost
profits),
whether
or
not
foreseeable
and
regardless
of
whether
the
claim
for
loss
or
damage
is
made
in
negligence,
for
breach
of
contract
or
otherwise.
5.18
INDEMNIFICATION
The
Company
will
indemnify,
defend
and
hold
harmless
the
Manager
and
each
Affiliate,
trustee,
member,
officer,
director,
employee,
consultant,
direct
or
indirect
beneficial
owner,
general
or
limited
partner,
stockholder
or
agent
of
the
Manager
or
any
such
person
to
the
fullest
extent
permitted
by
law,
from
and
against
any
loss,
damage,
liability
(including,
without
limitation,
tax
liabilities,
and
interest
and
penalties
associated
therewith),
cost
or
expense
(including
attorneys'
fees
and
expenses)
arising
out
of
or
in
connection
with
any
act
or
failure
to
act
or
alleged
act
or
failure
to
act
by
an
Indemnified
Person
arising
out
of,
in
connection
with
or
in
any
way
related
to
the
Company
or
the
affairs
of
the
Company;
except
that
the
Company
will
not
indemnify
any
Indemnified
Person
for
any
loss,
damage,
liability,
cost
or
expense
arising
from
the
willful
misconduct,
gross
negligence,
fraud
or
bad
faith
of
such
Indemnified
Person,
as
to
which
August
8,
2011
A-15
6 CAPITAL
CONTRIBUTIONS
6.01 INITIAL
CAPITAL
CONTRIBUTIONS
Each
Member
has
or
will
pay
to
the
Company
the
aggregate
amount
of
such
Member's
Capital
Contribution
in
the
form
specified
in
this
section.
Such
contribution
will
be
credited
to
the
Capital
Account
of
each
such
Member.
The
minimum
initial
Capital
Contribution
of
a
Member
will
be
$25,000;
except
that
the
Manager
may,
in
its
sole
discretion,
permit
any
Member
to
make
a
smaller
initial
Capital
Contribution
upon
such
terms
and
conditions,
if
any,
as
the
Manager
may
deem
appropriate;
and
further
except,
that
the
Manager
may
increase
the
minimum
initial
Capital
Contribution
for
new
Members
to
any
amount
greater
than
$25,000
in
his
sole
discretion.
6.02
FORM
OF
CONTRIBUTION
Capital
contributed
by
any
Member
to
the
Company
will
be
in
the
form
of
check,
cashier's
check,
money
order,
or
wire
transfer.
Hard
currency
or
securities
are
not
acceptable.
6.03 6.04
NO
ADDITIONAL
CONTRIBUTIONS
Once
the
fund
is
closed,
no
additional
contributions
will
be
allowed.
USE
OF
CAPITAL
The
aggregate
of
all
such
contributions,
net
of
expenses,
will
be
available
to
the
Company
to
carry
out
the
objectives,
purposes
and
powers
of
the
Company.
6.05
6.06
7.02
8.02
8.03
8.04
WITHDRAWAL
COSTS
In
connection
with
any
withdrawal
or
exclusion,
all
expenses
incurred
by
the
Company,
including
but
not
limited
to
accounting,
legal
and
other
professional
fees
and
expenses,
will
be
borne
by
the
Member
who
is
excluded
or
withdrawing.
A
statement
of
expenses
will
be
provided
with
the
check
returning
the
Member's
Interest
in
the
Company.
9.02
9.03
9.04
10.02
WINDING
UP
Upon
the
occurrence
of
a
Liquidating
Event,
the
Company
will
liquidate
in
an
orderly
manner
as
promptly
as
will
be
practicable
under
the
supervision
and
control
of
the
Manager.
The
Manager
may
on
behalf
of
the
Company
prosecute
and
defend
suits,
whether
civil,
criminal
or
administrative,
gradually
settle
and
close
the
Company's
business,
dispose
of
and
convey
the
Company's
property,
discharge
or
make
reasonable
provision
for
the
Company's
liabilities,
and
distribute
to
the
Members
any
remaining
assets
of
the
Company.
10.03
August 8, 2011
A-19
10.04
DISTRIBUTIONS
IN
CASH
All
distributions
to
a
Member
by
the
Company
upon
dissolution
of
the
Company
or
otherwise
may
be
made
in
cash
via
check
drawn
on
a
company
account.
11.02
MEMBER
REPORTS
The
books
of
account
and
records
of
the
Company
will
be
audited
as
of
the
end
of
each
Fiscal
Year
by
independent
certified
public
accountants
selected
by
the
Manager.
In
accordance
with
tax
filing
deadlines,
the
Manager
will
deliver
the
appropriate
paperwork
for
Member's
federal
income
tax
returns,
including
a
Schedule
K1
statement
showing
the
Member's
share
of
taxable
income,
gain,
loss,
deductions
and
credits
for
the
Fiscal
Year,
and
the
amount
of
any
distributions
made
to
or
for
the
account
of
the
Member
pursuant
to
this
Agreement.
Such
information
will
be
delivered
as
soon
as
possible
after
the
close
of
the
Fiscal
Year.
The
Company
will
pay
any
additional
audit
or
accounting
fees
incurred
by
the
Manager
in
preparing
the
Manager's
financial
statements
occasioned
by
the
Manager's
role
in
the
Company.
11.03
FINAL
ACCOUNTING
Within
ninety
(90)
days
after
the
date
on
which
the
Company
is
dissolved,
an
independent
certified
public
accountant
selected
by
the
Manager
will
prepare
a
statement
setting
forth
the
financial
position
of
the
Company
and
stating
each
Member's
Capital
Account
balance.
11.04
The determination by the independent certified public accountants selected by the Manager relating to accounting matters will be final and binding upon all Members.
11.05
TAX
ELECTIONS
The
Manager
will
have
the
power
to
make,
to
not
make
or
to
revoke
any
elections
now
or
hereafter
required
or
permitted
to
be
made
by
the
Code
(including,
without
limitation,
an
election
under
Section
754
of
the
Code)
or
any
state
or
local
law.
August
8,
2011
A-20
11.07
PROPRIETARY
INFORMATION
The
method
of
operation
of
the
Manager
and
his
investment
strategies
and
selections
are
confidential
and
proprietary
to
the
Manager.
For
the
period
that
this
Agreement
remains
in
effect
each
Member
agrees
for
himself
and
his
successors
and
assigns
(i)
always
to
keep
secret
and
confidential
all
such
information
and
(ii)
never
to
use,
or
permit
the
use
of,
any
such
information
in
any
fashion
for
his
personal
benefit
or
the
benefit
of
any
third
person.
The
Manager
will
be
entitled
to
equitable
relief
in
the
event
of
any
violation,
threatened
or
actual,
by
any
Member,
and
each
Member
agrees
that
money
damages
are
not
an
adequate
remedy
for
any
such
violation.
12 MISCELLANEOUS
12.01 WAIVER
OF
PARTITION
Each
Member
hereby
waives
any
right
of
partition
or
any
right
to
take
any
other
action
which
otherwise
might
be
available
to
him
for
the
purpose
of
severing
his
relationship
with
the
Company
or
his
interest
in
assets
held
by
the
Company
from
the
interest
of
the
other
Members.
12.02
12.04
12.05
HEADINGS
The
section
and
other
headings
of
this
Agreement
are
for
reference
purposes
only
and
will
not
affect
the
meaning
or
interpretation
of
this
Agreement.
12.06
COUNTERPARTS
This
Agreement
may
be
executed
in
any
number
of
counterparts
and
by
the
parties
hereto
in
separate
counterparts,
each
of
which
will
be
deemed
to
be
an
original
and
all
of
which
together
will
be
deemed
to
be
one
and
the
same
agreement.
This
Agreement
will
become
binding
when
one
or
more
counterparts
hereof,
individually
or
taken
together,
will
bear
the
signatures
of
all
of
the
parties
reflected
hereon
as
signatories.
12.07
ARBITRATION
Any
dispute
or
controversy
arising
out
of
or
relating
to
this
Agreement
will
be
determined
and
settled
by
arbitration
in
Nevada
in
accordance
with
prevailing
Commercial
Arbitration
Rules
of
the
American
Arbitration
Association.
The
award
rendered
by
the
arbitrator
may
be
appealed
de
novo
to
any
court
of
competent
jurisdiction.
The
expenses
of
the
arbitration,
any
court
proceeding
or
appeal
will
be
borne
equally
by
the
parties
to
the
arbitration,
court
proceeding
or
appeal;
provided
that
each
party
will
pay
for
and
bear
the
costs
of
its
own
experts
and
legal
counsel.
12.08
BENEFIT
PLANS
The
Company
will
not
knowingly
engage
in
any
transaction
with
respect
to
a
Benefit
Plan
Member
which
would
result
in
a
violation
of
ERISA
by
the
Company,
the
Manager
or
such
Benefit
Plan
Member.
The
Company
and
the
Manager
may
rely
on
any
representation
made
by
a
Member
as
to
any
matter
subject
to
ERISA
or
4975
of
the
Code
and
will
be
fully
protected
in
so
relying.
Any
such
Member
will
indemnify
and
hold
harmless
the
Manager
and
the
Company
for
any
liability
or
costs
whatsoever
resulting
from
such
Member's
representation.
Department
of
Labor
Regulation
2510.3-101
promulgated
under
ERISA
provides
that,
subject
to
certain
exceptions,
a
Benefit
Plan
that
acquires
an
equity
interest
in
an
entity
that
is
neither
a
publicly-offered
security
nor
a
security
issued
by
a
registered
investment
company
will
be
deemed
to
have
acquired
an
undivided
interest
in
each
of
the
underlying
assets
of
the
entity
("plan
assets"),
thereby
subjecting
the
person
who
controls
the
assets
of
the
entity
to
fiduciary
liability
with
respect
to
the
Benefit
Plan.
If
the
Company's
assets
become
"plan
assets,"
the
August
8,
2011
A-22
12.09
GOVERNING
LAW
This
Agreement
will
be
governed
by
and
construed
both
as
to
validity
and
enforceability
in
accordance
with
the
laws
of
the
State
of
Nevada.
12.10
SEVERABILITY
Any
term
or
provision
of
this
Agreement
which
is
invalid
or
unenforceable
in
any
jurisdiction
will,
as
to
such
jurisdiction,
be
ineffective
to
the
extent
of
such
invalidity
or
unenforceability
without
rendering
invalid
or
unenforceable
the
remaining
terms
or
provisions
of
this
Agreement.
Any
provision
deemed
unenforceable
will
be
construed
in
such
a
fashion
as
to
be
enforceable
to
the
maximum
extent
permitted
by
applicable
law.
12.11
MODIFICATION;
WAIVER
Except
as
otherwise
contemplated
hereby,
no
amendment
or
modification
of,
or
waiver
of
any
provision
of,
this
Agreement
or
any
part
hereof
and
no
notice
or
consent
required
or
permitted
to
be
given
pursuant
to
this
Agreement
will
be
valid
or
effective
unless
in
writing
and
signed
by
the
party
or
parties
sought
to
be
charged;
and
no
waiver
of
any
breach
or
condition
of
this
Agreement
will
be
deemed
to
be
a
waiver
of
any
other
subsequent
breach
or
condition,
whether
of
like
or
different
nature.
12.12
INTERPRETATION
No
provision
of
this
Agreement
is
to
be
interpreted
for
or
against
either
party
because
that
party
or
that
party's
legal
representative
drafted
such
provision.
12.13
12.14
ENTIRE
AGREEMENT
This
Agreement
constitutes
the
entire
understanding
and
agreement
among
the
parties,
and
supersedes
all
prior
and
agreements
and
understandings,
inducements
or
conditions,
express
or
implied,
oral
or
written,
except
as
herein
contained.
12.15
August 8, 2011
A-23
12.16
NOTICES
Any
notice
or
other
communication
contemplated
by
any
provision
of
this
Agreement
will
be
made
by
hand
delivery,
certified
mail,
or
fax.
13 DEFINITIONS
13.01 CAPITALIZED
TERMS
Capitalized
terms
used
in
this
Agreement
have
the
following
meanings:
"Act"
means
the
the
Beverly-Killea
Limited
Liability
Company
Act.
"Agreement"
means
this
Agreement
of
Radiant
Homes,
LLC,
as
amended
as
herein
provided.
"Asset
Value"
means
the
Fair
Market
Value
of
all
of
the
assets
of
the
Company
as
of
the
date
on
which
such
determination
is
made.
"Benefit
Plan"
means
an
employee
benefit
plan
covered
by
ERISA
or
a
plan
described
in
Section
4975(e)
(1)
of
the
Code.
"Benefit
Plan
Member"
means
a
Member
that
is
a
Benefit
Plan.
"Capital
Account"
means
the
capital
account
of
each
Member
established
pursuant
to,
and
maintained
in
accordance
with,
5.17
of
this
Agreement.
"Capital
Contribution"
means,
with
respect
to
each
Member,
the
amount
of
cash
or
the
Fair
Market
Value
of
property
in
U.S.
dollars
that
such
Member
has
actually
contributed
to
the
capital
of
the
Company.
"Closing
Date"
is
September
17,
2010.
"Code"
means
the
Internal
Revenue
Code
of
1986,
as
amended.
"ERISA"
means
the
Employee
Retirement
Income
Security
Act
of
1974,
as
amended.
"Fair
Market
Value"
means
in
the
case
of
any
Properties,
the
amount
determined
as
follows:
Properties
acquired
by
the
Company
will
be
valued
based
on
the
total
cash
cost
invested
in
the
property
including
all
costs,
fees,
taxes
and
expenses
associated
with
the
acquisition,
renovation
August 8, 2011
A-24
13.02
14 SIGNATURE
IN
WITNESS
WHEREOF,
the
undersigned
have
executed
this
Agreement
as
of
the
Effective
Date.
August 8, 2011
A-26
August 8, 2011
A-27
This information on this questionnaire is given by _________________________________________ (Investor) in connection with the proposed purchase of a limited liability membership interest (Unit or Units) in Radiant Homes, LLC, a Nevada Limited Liability Company (the Company). The following information is needed to ensure that (1) an investment in Company by Investor is suitable in light of Investors personal, financial, and tax position, and (2) Investor has such knowledge and experience in financial and business matters that Investor is capable of evaluating the merits and risks of the Investment. If the answer to any questions is not applicable, please so state. All information contained in this Investor Questionnaire will be treated confidentially. However, Investor agrees that the Manager of the Company may present this questionnaire to parties deemed appropriate if called on to establish that the proposed offer and sale of the Units is exempt from registration under the Securities Act of 1933, as amended (the Act), or meets the requirements of applicable state securities laws.
1.
Mr.
Sr.
Jr.
Middle Name
State
Home Phone
Please
check
if
you
have
been
at
your
current
home
address
for
less
than
one
year.
Mailing
Address
(if
different
from
above)
City
Are
you:
Single
State
ZIP
Code
Country
Apt/Suite
No.
Married
Domestic Partner
Divorced
Q-1
Mr.
Mrs.
Ms.
Dr.
Suffix
Sr.
Jr.
Middle Name
State
Home Phone
Please
check
if
you
have
been
at
your
current
home
address
for
less
than
one
year.
Mailing
Address
(if
different
from
above)
City
Are
you:
State
ZIP
Code
Country
Apt/Suite
No.
Single 2.
Married
Domestic Partner
Divorced
Employment Status
Are you currently: Employed Job Title Employer Business Address City
Self-Employed
Not Employed
Retired
Student
Other:
State
ZIP Code
Country
Q-2
Country of Citizenship
Drivers License
Passport
State ID
Other Government-
Place/Country of Issuance
4.
Account Type
______ Individual ______ Individual (by Purchasers Representative) ______ Partnership (attach a copy of the Partnership Agreement) ______ Corporation (attach a certified copy of the Corporations Articles of Incorporation and a certified copy of the resolutions authorizing the officer to sign on the Corporations behalf) ______ Trust (attach a copy of the Trust Agreement or other authorization) ______ Other: ____________________________________________________________
5.
Purchasers Representative The undersigned acknowledges that (i) the individual named below has acted as his Purchaser Representative (as defined in Regulation D Promulgated under Section 4(2) of the Securities Act of 1933, as amended), (ii) in evaluating his/her investment as contemplated hereby, the undersigned has been advised by his/her Purchaser Representative as to the merits and risks of the investment in general and the suitability of the investment for himself/herself in particular, and (iii) such Purchaser Representative has confirmed to the undersigned in writing that there are no past, present, or future material relationships, actual or contemplated, between the Purchaser Representative or its Affiliates and the LLC, the Manager, or an Affiliates of any of them, and no compensation has been received or is to be received from any of them as a result of acting as the undersigneds Purchaser Representative in connection with this investment.
6.
Education and Licenses List any college, business, or professional education, indicating any degrees received and the year in which received: ________________________________________________________________________ ________________________________________________________________________ Professional licenses or registrations, including bar administrations, accounting certification, real estate brokerage licenses, and SEC or state broker-dealer registrations, if any:
Financial
Information:
NET
WORTH
2
TAX RATE
(highest marginal)
0-15% 16-25%
$25,001-50,000
$50,001-200,000
$25,001-50,000
$50,001-200,000
26-30%
31-35%
Over 35%
ANNUAL
EXPENSES
(recurring)
4
SPECIAL EXPENSES
(future, non-recurring)
Annual
income
includes
income
from
sources
such
as
employment,
alimony,
social
security,
investment
income,
etc.
1
Net
worth
is
the
value
of
your
assets
minus
your
liabilities.
For
purposes
of
this
application,
assets
include
stocks,
bonds,
mutual
funds,
other
securities,
bank
accounts,
and
other
personal
property.
Do
not
include
your
primary
residence
among
your
assets.
For
liabilities,
include
any
outstanding
loans,
credit
card
balances,
taxes,
etc.
Do
not
include
your
mortgage.
2
Over
$500,000
Liquid
net
worth
is
your
net
worth
minus
assets
that
cannot
be
converted
quickly
and
easily
into
cash,
such
as
real
estate,
business
equity,
personal
property
and
automobiles,
expected
inheritances,
assets
earmarked
for
other
purposes,
and
investments
or
accounts
subject
to
substantial
penalties
if
they
were
sold
or
if
assets
were
withdrawn
from
them.
3
4 Annual expenses might include mortgage payments, rent, long-term debts, utilities, alimony or child support payments, etc. 5 Special expenses might include a home purchase, remodeling a home, a car purchase, education, medical expenses, etc.
8.
Please
check
the
boxes
that
best
describe
your
investment
experience
to
date.
Investment
investments)
Mutual
Funds/
Exchange
Traded
Funds
Individual
Stocks
Bonds
Options
Securities
Futures
Annuities
Alternative Margin
5
0 0 0 0 0 0
0 0
Q-4
9.
10.
Do you have any other investments or contingent liabilities that you reasonably anticipate could cause the need for sudden cash requirements in excess of cash readily available to you?
_____________________________________________________________________________
State your investment objective by checking the following where applicable: ________ Income ________ Appreciation ________ Shelter Tax ________ Other: ________________________________________________
11.
Knowledge or solicitation of this investment was made to or received by me in the following manner: (Check applicable) ________ Personal contact or acquaintance ________ Investment advisor or counselor ________ Affiliation with business or management ________ Other (Please state): ____________________________________
Name:
__________________________________________________
Signature:
________________________________________________
Date:______________________________
Q-5
SUBSCRIPTION
AGREEMENT
2000
Membership
Units
$5,000
per
Unit
Total
Subscription
Offer
-
$10,000,000
Minimum
Subscription
5
Units
($25,000)
SUBSCRIPTION
THIS
SUBSCRIPTION
AGREEMENT
(the
Agreement)
is
made
by
and
between
Radiant
Homes,
LLC
(the
"Company"),
a
Nevada
limited
liability
company,
and
the
undersigned
prospective
purchaser
(sometimes
hereinafter
referred
to
as
the
Investor)
who
is
subscribing
hereby
for
certain
of
the
Company's
Membership
Interests
("the
Membership
Units
or
Units)
pursuant
to
the
Companys
Confidential
Private
Placement
Memorandum,
dated
_________
(the
Memorandum
),
in
accordance
with
the
terms
and
conditions
of
this
Subscription
Agreement,
and
the
Company
Operating
Agreement
attached
as
Exhibit
A
(Operating
Agreement).
The
Company
is
offering
a
maximum
of
200
units
($5,000,000),
at
$25,000
per
unit.
The
Company
may
in
its
sole
discretion
decide
to
increase
the
maximum
offering
to
280
units
($7,000,000).
Fractional
unit
purchases
may
be
accepted
at
the
discretion
of
the
Company.
Units
are
being
offered
by
the
Company
through
authorized
employees
of
the
Company.
No
commissions
shall
be
paid
to
units
sold
by
authorized
employees
of
the
Company.
1.00
Section
1.
a.
_____I,
either
individually
or
with
my
spouse,
have
a
net
worth
(i.e.,
total
assets
in
excess
of
total
liabilities)
currently
exceeds
$1,000,000;
or
b.
_____
I
am
a
natural
person
who
had
an
individual
income
in
excess
of
$200,000,
or
$300,000
jointly
with
my
spouse,
in
the
last
two
years
and
reasonably
expect
an
income
in
excess
of
$200,000,
if
an
individual,
or
$300,000
if
jointly
with
my
spouse,
in
this
year.
c.
_____
I
qualify
as
a
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
Rule
506(b)(2)(ii)
under
the
federal
Securities
Act
of
1933.
d.
_____
I
am
an
executive
officer
or
director
of
the
Company;
or
S-1
Section
2.
_____I,
either
individually
or
through
my
Purchaser
Representative,
am
not
an
accredited
investor
but
have
such
knowledge
and
experience
in
financial
and
business
matters
so
as
to
be
capable
of
evaluating
the
merits
and
risks
of,
and
protecting
my
own
interest
in
connection
with
investing
in
the
Interests.
The
total
investment
in
the
Interest
does
not
exceed
20%
of
the
Investors
net
worth
at
the
time
of
purchase
of
the
Units
(excluding
personal
residence(s),
furnishings,
and
automobiles).
In
consideration
for
the
acceptance
by
the
Company
of
this
Subscription
Agreement,
I
hereby
agree,
represent
and
warrant
as
follows:
1.01
S-2
q q
Hand Delivered Check Check by Certified Mail Radiant Homes LLC c/o Lawrence Roberts 5405 Alton Parkway A-354 Irvine, CA 92604
Wire Transfer Domestic Account Holder: Radiant Homes LLC Account #: 929183739 ABA/Routing #: 322271627 International Account Holder: Radiant Homes LLC Account #: 929183739 Swift Code: CHASUS33
Please do not initiate wire transfer until after receiving confirmation of approval from Manager.
1.03
CONFIDENTIAL
MEMORANDUM
I
hereby
acknowledge
receipt
of
a
copy
of
the
Confidential
Private
Placement
Memorandum,
dated
________________
(the
"Memorandum").
1.04
1.05
(a)
SUBSCRIBER
ACKNOWLEDGMENTS
The
Investor
is
aware
of
and
fully
understands
each
of
the
following:
The
Company
will
rely
upon
the
information
set
forth
in
my
Investor
Questionnaire,
attached
to
this
Agreement
as
Exhibit
B,
in
determining
whether
I
am
an
Accredited
Investor
or
not
accredited,
but,
sophisticated
within
the
meaning
set
forth
above
in
Section
2.
An
investment
in
the
Company
is
speculative
in
nature
and
involves
a
high
degree
of
risk
I
assume
a
substantial
risk
of
the
loss
of
my
entire
investment
in
the
Company.
(b)
S-3
1.06
(a) (b) (c)
(d)
(e)
(f)
S-5
1.07
1.08
EXECUTION
AUTHORIZED.
If
this
Agreement
is
executed
on
behalf
of
a
corporation,
partnership,
trust
or
other
entity,
the
undersigned
has
been
duly
authorized
to
execute
this
Agreement
and
all
other
instruments
in
connection
with
the
purchase
of
the
Membership
Interest,
and
the
signature
of
the
undersigned
is
binding
upon
such
corporation,
partnership,
trust
or
other
entity.
1.09
ARBITRATION.
Any
dispute
or
controversy
arising
out
of
this
agreement
the
purchase
of
an
interest
in
the
Company,
or
the
rights
or
liabilities
of
the
members
or
the
manager
of
the
Company
shall
be
settled
by
arbitration
in
Orange
County,
Nevada.
1.10
1.11
POWER
OF
ATTORNEY
The
Investor
does
hereby
irrevocably
constitute
and
appoints
the
Manager
with
full
power
of
substitution,
the
true
and
lawful
attorney-in-fact
for
the
Investor
with
respect
to
the
Company,
granting
unto
such
attorney-in-fact
full
power
and
authority
on
behalf
of
the
Investor
(a)
to
sign,
execute,
swear
to,
deliver
and
file
the
Operating
Agreement,
the
Articles
of
Organization,
and
all
other
instruments
(including
amendments)
that
the
Manager
deems
appropriate
to
form,
qualify,
or
continue
the
Company
as
a
limited
liability
company
in
the
state
of
Nevada
and
all
other
jurisdictions
in
which
the
Company
conducts
or
plans
to
conduct
business
and
(b)
all
instruments
that
the
Manager
deems
appropriate
to
reflect
any
amendment
to
the
Operating
Agreement,
or
modification
of
the
Company,
made
in
accordance
with
the
terms
of
the
Operating
Agreement
S-6
1.12
CHOICE
OF
LAW
This
Subscription
Agreement
shall
be
construed
in
accordance
with
and
governed
by
the
laws
of
the
state
of
Nevada,
except
for
the
manner
in
which
the
Undersigned
elects
to
take
title
to
the
Membership
Units,
which
shall
be
construed
in
accordance
with
the
laws
of
the
state
of
his
or
her
principal
residence.
S-7
* Signature of spouse required only if subscriber or spouse is currently residing in one of the following states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, or Wisconsin. SIGNATURES FOR VESTING AS AN ENTITY __________________________________ ________________________________ Name of Entity __________________________________ ________________________________ Signature of Authorized Person __________________________________ ________________________________ Printed or Typed Name Title S-8 Witness Tax I.D. Number
q q q
Community
Property
(one
signature
required
if
interest
held
in
one
name,
i.e.,
managing
spouse
or
domestic
partner;
two
signatures
required
If
interest
held
in
both
names)
Individual
Property
(one
signature
required)
Corporation
(fill
out
all
documents
in
the
name
of
the
corporation,
by
the
President
or
other
officer
authorized
to
sign,
and
include
a
copy
of
the
Corporations
Articles
and
certified
Corporate
Resolution
authorizing
the
signature)
q q q q
Tenants in common (both or all parties must sign) Joint Tenants with right of survivorship and not as tenants in common (both or all parties must sign) General Partnership (fill out all documents in the name of the partnership, by a partner authorized to sign, and include a copy of the Partnership Agreement) Pension or Profit Sharing Plan (fill out all documents in the name of the pension, by the trustee or custodian, and include a copy of the instrument creating the pension and any other documents necessary to show that the investment by the trustee or custodian is authorized; the date of the pension must appear on the Notarial where indicated) Trust or Fiduciary Capacity (fill out all documents in the name of the trust, by the trustee, and include a copy of the instrument creating the trust and any other documents necessary to show that the investment by the trustee is authorized) Other: Please specify_____________________________________________
q q
S-9
S-10