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Cover Page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 1-A
OFFERING STATEMENT UNDER REGULATION A, TIER 2
GILMORE HOMES GILMORE LOANS LLC
(Exact name of registrant as specified in its charter)
Dates: December 10, 2015 (Inception),and July 23, 2018 as a LLC
(State or other Jurisdiction of Incorporation, Georgia)
(Primary Standard Classification Code, 6798)
(IRS Employer Identification No: 81-0783475)
Michael L Gilmore
Chief Executive Officer / Asset Manager
5401 Old National Highway, #419
Atlanta, Georgia 30349
Telephone: 601.582.1851
Email: michael_gilmore2001@yahoo.com
(Address, including zip code, and telephone number
including area code of registrant principal executive offices)
Please send copies of all correspondence to:
Michael L. Gilmore Development Co.
Gilmore Homes Gilmore Loans LLC
5401 Old National Highway, #419
College Park, Georgia 30349
Telephone: 601.582.1851
Email: mlgilmorecompany@gmail.com
http://www.gilmorehomes.wix.com/atlanta
(Name, address, including zip code, and telephone number,
including area code, of members, investors, subscribers agent for service)
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PART II AND III
PART II OFFERING CIRCULAR
Gilmore Homes Gilmore Loans LLC
(the Company) and its FUND (the Fund)
Preliminary Prospectus dated May 24, 2019
The Company (Gilmore Homes Gilmore Loans LLC) (GH-GL, LLC), a proptech and fintech firm (issued in 1 A, only using the Primary
Standard Industrial Classification Code #6798 in 1-A: Item 1. Issuer Information), hereby provides the pertinent information required
by Part I of Form S-11 (17 9 CFR 239.18) and are following the requirements for a smaller reporting company as it meets the definition
of that term in Rule 405 (17 CFR 230.405), as it sets out to organize the Gilmore Homes Gilmore Loans, LLC FUND.
An offering statement pursuant to Regulation A relating to these securities have been filed with the Securities and Exchange Commission.
Information contained herein this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold
nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering
Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor any sales of these securities in any state
in which such offer, solicitation or sale would be unlawful before registration or qualifications under the laws of any such state.
The company may elect to satisfy its obligation to deliver a Final Offering Circular by sending the SEC a notice within two-to-five
business days after the completion of our sale that contains the URL where the Final Offering Circular or the offering statement in
which such Final Offering Circular was filed may be obtained.
Gilmore Homes Gilmore Loans LLC (the company) as a proptech and fintech firm are offering 1,000,000 Class A Interests (Preferred
Interests or Interests or Class Interests): at $50 per Interest through our Manager (the Offering). Purchasers shall become Class
A Members in the Company. Funds will be made immediately available to the Company once the Company raises a minimum of $100,000 (Minimum
Offering) in a designated escrow account in the Company name for the purposes of designing, developing and buildings via Phase I, new,
single family homes, multifamily apartments (affordable, market rate, shared, co-living and workforce), acquiring land, building low rise,
midrise and high rise skyscrapers and buildings, retail stores and restaurants, retail shopping centers, department stores, mixed use
developments, hotels, amusements and entertainment such as ice skating rinks, arcades, bowling alleys, movie theaters, etc., and via
Phase II, (future developments) our financial loans and insurance real estate related products.
Our first financial services product will be our private label VISA/MasterCard through Gilmore Homes Gilmore Loans, LLC (Gilmore
Loans, the company) (EIN: 81-0783475) as well as our (future bank) not under Regulation A: Micasu, Gilmore & Wung Bank (EIN: 47-3199761)
and working capital. This Offering terminates in 365 days after commencement of this Offering.
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There are no provisions for the return of funds once the minimum of 2,000 Interests are sold. No commissions will be paid for the sale
of the Interests offered by the Company.
Class A Interests (Unit) Price to Investors Sellers Commission Proceeds to Company
Per Unit or Interest $50 $0 $50
Minimum Dollar Amount: $100,000 $0 $100,000
Maximum Dollar Amount: $50,000,000 $0 $50,000,000
Gilmore Homes Gilmore Loans, LLC found that no public market exits for our Interests. As such, the company, as an emerging growth
company, proptech and fintech firm, will be managed by Michael L Gilmore Development Co (CIK: 0001350455) juxtaposed its parent Gilmore Homes
Gilmore Loans LLC, which is managed by Michael Gilmore (the Manager). The company has a set minimum investment requirement of $500.
Subscribers may start funding their investment account with as little as $50, but their funds will not be invested nor will they become a
member until their individual account has a minimum balance of $500.
We do intend to place the funds into a segregated account up to $100,000 that will be in the Company name. Subscribers may place as
little as $50 into the Company segregated account. Such Subscribes funds shall remain in the Company segregated account for up to 180 days
from the first date of deposit. This will not be an escrow account. Purchasers of our Interests qualified hereunder may be unable to sell their
securities because there may not be a public market for our securities. Any purchaser of our securities shall be in a financial position to
bear the risks of losing their entire investment although this will be minimalistic.
The transfer of Interests is limited. A Member may assign, his, her or its Interests only if certain conditions set forth in the
Operating Agreement are satisfied. Please see those conditions on page 69 under Withdrawal and Redemption Policy.
Gilmore Homes Gilmore Loans LLC has been formed to design, develop and build various real estate assets such as single family,
multifamily, condominiums, commercial properties, and low rises, mid rises and high rises such as GILMORE TOWER, our branded shopping centers,
hotels, retail stores and restaurants, and financial services such as our private label VISA and MasterCard, for Phase I. Note: A future bank
will not be built or qualified under our Regulation A Offering. Phase II will come much later through Gilmore Loans such as private student,
personal, business, car and home loans juxtaposed low-cost insurances such as renters, life, car, home and business, as a fintech (future
development). Our business is an emerging growth company.
Gilmore Homes Gilmore Loans LLC, as a proptech and fintech firm, incorporating real estate, technology and financial services is
considered an emerging growth company under Section 101 (a) of the Jumpstart Our Business Startups Act as it is an issuer that had total
annual gross revenues of less than $1 billion during its most recently completed year.
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Through my unaudited observations, I have included an explanatory paragraph in the report on my 2015 (inception) through 2019 (current)
interim financial statement related to the uncertainty in my company ability to continue as a going concern.
Some of Gilmore Homes Gilmore Loans, LLC (the Company) Risk Factors include:
* Our company is an emerging growth company with a limited operating history founded in 2015 in Hattiesburg, Mississippi and established
as a domestic limited liability company in the State of Georgia (in the City of Atlanta) in 2018.
* Subscribers will have limited control in our company with limited voting rights. The Managing Member will manage the day to day
operations of the Company.
* Our company may require additional financing such as bank loans, venture capital, angel, crowdfunding, hard money, investors, investment
banks, residential and commercial mortgages, tax credits and incentives, federal, state and local funding such as FHA, HUD, Fannie Mae,
Freddie Mac, and other lending underpinnings.
* Our company has not conducted any revenue-generating activities and as such has not generated any revenue since inception.
* Our offering price is arbitrary and does not reflect the book value of our Class A Interests.
* Our Investments as a proptech and fintech company in real estate and real estate related assets are speculative and will be highly
dependent on the performance of the real estate market.
* At the time of this application, I am submitting unaudited interim statements and expressions thereof about our company ability to
continue as a going concern in my self-report to the interim financial statements including in the Offering.
* Our company Gilmore Homes Gilmore Loans LLC does not currently own any assets or capital. However, cash advances from credit cards,
new lines of credit, and personal income by the founder will allow the company to continue its growth startup and commence capital,
stock/Interests, and resources.
See the section entitled Risk Factors beginning on page 12 for a more comprehensive discussion of risks to consider before purchasing
Gilmore Homes Gilmore Loans LLC, Class A Interests.
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INVESTMENT IN SMALL BUSINESS INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD
TO LOSE THEIR ENTIRE INVESTMENTS. SEE THE SECTION ENTITLED RISK FACTORS.
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 OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT; ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERINGM 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 COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION.
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THANT 10% OF THE GREATER OF YOUR
ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTAITON THAT
YOUR INVESTMENT DOES NOT EXEEED APPLICABLE THRESHOLDS, GILMORE HOMES GILMORE LOANS, LLC ENCOURAGE YOU TO REVIEW RULE 251 (D)(2)(I)(C)
OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.
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TABLE OF CONTENTS
Cover Page 1
Table of Contents 6
Prospectus Offering Summary 7
JumpStart Our Business Startups Act and Exemptions Thereunto 11
Risk Factors 12
Determinations of Offering Price 25
Plan of Distribution 25
Use of Proceeds 27
Use of Proceeds Summation 32
Synopsis Financial Data 33
Management Discussion and Analysis of Financial Condition 38
Investment Policies of Company 45
Business Description 48
Tax Treatment of Company and Its Growth Subsidiaries 57
Company Subsidiaries and Emerging Growth Businesses 59
Summary of Operating Agreement 66
Legal Proceedings 72
Offering Price Factors 72
Security Ownership of Certain Beneficial Owners and Management 73
Director, Executive Officers, Promoters and Control Persons 73
Certain Relationships and Related Party Transactions 76
Selection, Management and Control of Company Investments 77
Limitations of Liability 77
Interests of Name Experts and Counsel 77
Interim Financial Statements (Unaudited) 78
Signature(s) 108
PART III EXHIBITS 107
Articles of Organization Exhibit A
IRS EIN Formation of Organization Exhibit B
Operating Company Agreement Exhibit C
Subscription Agreement Exhibit D
Sample and/or Escrow Agreement* To be filed by Amendment*
Legal Opinions and Audits* (When Feasible) To be filed by Amendment*
Consents* (Where Applicable) To be filed by Amendment*
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PROSPECTUS OFFERING SUMMARY
This summary contains basic information about Gilmore Homes Gilmore Loans LLC, its management and the Offering. Because it is a
summary, it does not contain all of the information that you should consider before investing. You should read the entire Prospectus carefully,
including the risk factors and our financial statements and the related notes to those statements included in this prospectus. Except as
otherwise required by the context, references in this prospectus to we, our, us, the Company, Gilmore Homes Gilmore Loans LLC,
and GH GL, LLC refer to Gilmore Homes Gilmore Loans, LLC.
Our company GH-GL, LLC was founded on December 10, 2015 in Hattiesburg, Mississippi. The company moved its operations to Atlanta on
July 15, 2016, and established itself as a domestic, limited liability company on July 23, 2018 in the City of Atlanta, State of Georgia.
However, although we have commenced operations as a LLC on 7/23/2018, we have not raise funds, have not advertise, solicit or sold any
securities or any such things appertaining thereunto, nor earned any income or have any assets since December 2015 up to May 2019.
Our company Gilmore Homes Gilmore Loans, LLC is not a blank check company and do not consider ourselves to be a blank check company
as we:
(1) Have a specific business plan. We have provided a detail plan for the next twelve (12) months throughout our Prospectus.
(2) Have no intention of entering into a reverse merger with any entity in an unrelated industry in the future.
Since our inception in 2015 up to present May 2019, our company Gilmore Homes Gilmore Loans, LLC has not generated any revenues and
have incurred a net loss of $0. We anticipate the commencement of generating revenues in the next twelve months. The capital raised in this
offering has been budgeted to cover the costs associated with beginning to operate our company, marketing expense, possible land acquisitions,
and design/development/build related costs. We intend on using the majority of the proceeds from this Offering for designing, developing and
building small, single family rental homes, multifamily apartments, acquiring land, concept retail stores and restaurants, and using a very
large portion of funds as leverage and down-payment towards Gilmore Tower, a planned $200,000,000 (if $20,000,000 is raised, then to borrow the
rest as debt), for a 50 story, mixed use development in downtown Atlanta, Georgia in an Opportunity Zone that will consist of 270 apartments
and condominiums, a 150 store plus shopping center, open to public for leasing, plus, our new, concept 85 stores, restaurants, and
businesses, totaling over 185 retailers and restaurants, a 100 room, all-suite boutique hotel with Rolls Royce services, an indoor ice skating
rink, movie theater, small performing arts center, and grocery store and pharmacy. All 185 businesses, retailers, restaurants, and other
nationalbrand tenants will be apart and housed in Gilmore Tower, a future project once funding is raised. However, when the first $100,000
is raised minus operations and management costs, the company will begin immediately acquiring land and build from 1-to-4, 5-to-50 multifamily
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apartments (affordable, market rate, co living, shared, student and workforce housing), retail stores such as Can You Spare A Dollar?
$1.00 Stores, Gilmore Apartment Homes, Gilmore Plaza, etc., under the umbrella of Gilmore Homes Gilmore Loans, LLC.
However, closing and other related design and development costs such as title insurance, professional, fees and taxes will likely require
cash. Our company do not have the ability to quantify any of the expenses as they will all depend on size of deal, price, construction,
development costs, location and place versus procuring new financing, due diligence performed (such as appraisal, environmental, property
condition reports (land), legal and accounting, etc. There is no way to predict or otherwise detail expenses. Our firm will not buy properties
nor invest in properties or companies. We will only design and build from the ground up, new construction only, all of our products, goods
and services, including single family homes, apartments, condominiums, shopping centers, retail stores and restaurants, and launch our private
label Visa and MasterCard, as part of our real-estate related assets and services by our company.
Gilmore Homes Gilmore Loans, LLC (the Company) will engage in the following activities:
(1) Acquire land, old and abandon residential and commercial buildings, tear down and design, develop and build single family homes,
multifamily apartments, condominiums, and new retail and restaurants, shopping centers, and commercial properties that have the potential to
be or cash flow positive, meaning properties that have a positive monthly income after all expenses (mortgages, loans, operating expenses,
taxes) and maintenance reserves are paid. In order to determine if our developments are cash flow positive, our Manager will conduct
proforma, sources and uses, pre-development and development costs, etc., in reviewing the total gross rent, income and/or receipts from our
development properties and subtract any and all expenses including utilities, taxes, maintenance, and other reserve expenses. If this number
is a positive number, the Company will deem the property cash flow positive. Depending on how positive the cash flow will be juxtaposed the
Proforma, it will determine whether the management will build such properties or not on behalf of the Company: there must be a comfortable cash
flow potential which our Manager is comfortable with, in order to build and develop.
(2) As a proptech and fintech company incorporating real estate, technology and financial services, Gilmore Homes Gilmore Loans LLC will
allow outside investments into the company and/or project(s) if our Manager sees fit within the confines of the market, marketplace and economy
so long as those direct investments or venture capital injections are real estate, technology and financial services related and within the
investment objectives of the Company. However, in the first 12 months of the Company as a Regulation A, Gilmore Homes Gilmore Loans LLC
will not unless crowdfunding or registered on a crowdfunding site to raise funds.
The Company will only use the proceeds in this Offering to design, develop and build single family, multifamily, condominiums, and commercial
properties such as Gilmore Tower and other mixed use underpinnings, as noted throughout this Prospectus.
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Besides equity, in all cases, Gilmore Homes Gilmore Loans, LLC will inquire debt on our properties. This is because we will not
acquire or invest in any other residential, commercial buildings or companies. We will only design and build our own residential, commercial,
and business startups underpinnings. In doing so, the company will ensure that such development fits with the Investment Development Policies
of the Company. We also intend to leverage our capital raised to commence such developments up to 20% and borrow 80% of the costs via debt or
loan. This depends on capital raise. For example, once we raise, lets say $200,000 to $400,000 (10 to 20%), we will commence a loan to finance
a $2,000,000 project such as small apartment buildings, retail and restaurants in a neighborhood new shopping center, small condominiums, or
affordable, shared, co living and workforce housing in a $2,000,000 development. With the maximum amount of $50,000,000 which we can raise,
(but not guaranteed), we do plan on making an impact and creating jobs plus retaining a high yield back to our shareholders, subscribers
investors and/or members in our Regulation A, Tier 2.
As of May 24, 2019, the company does not currently own any assets. Please see our DESCRIPTION OF BUSINESS on page 49. We believe we
will need at least a $100,000 to provide working capital and $25,000 to $50,000 for professional fees for the next 12 months.
As of the date of this Offering, the principal Manager (Michael Gilmore) will be devoting 40 hours, full time to the company going
forward. This depends on raising capital and a sufficient amount of capital. Michael Gilmore as the Manager will be in charge of day to day
operations. Additionally, the Company will also hire additional personnel once enough funding is raised and capitalized to do so. If Gilmore
Homes Gilmore Loans, LLC is sufficiently financed, those hired must be able to commit at least part time of 25 hours or full time of 40 hrs.
Realistic management pay and personnel are a key part of the Company. If the Company sells all the securities offered, the majority of the
proceeds of the offering will be spent for ongoing operational and development costs. Investors should realize that following this Offering,
we will be required to raise additional capital to cover the costs associated with our plans of operations.
Some of our Risk Factors include:
* Gilmore Homes Gilmore Loans, LLC is an emerging growth company with a limited operating history.
* Subscribers will have limited control in our company with limited voting rights. The Managing Member will manage the day to day
operations of the Company.
* Our company will require additional financing, such as bank loans, and other residential and commercial borrowing outside of this
offering in order for our operations to be successful.
* Gilmore Homes Gilmore Loans, LLC, has not conducted any revenue generating activities and as such have not generated any revenues
since inception.
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* Our company offering price is arbitrary and does not reflect the book value of our Class A Interests.
* Investments in real estate and real estate related assets including technology and financial services such as our proptech and
fintech are speculative and our firm will be highly dependent on the performance of the real estate market.
* The Company (Gilmore Homes Gilmore Loans, LLC) does not have any liabilities nor currently own any assets.
* The unaudited report conducted by me expresses substantial doubt about our ability to continue as a going concern based on the report
appertaining to interim financial statements included in the Offering.
* Although limited resources, income and assets, Gilmore Homes Gilmore Loans, LLC will substantially grow as an emerging growth
company using leverage and capital to design, develop, and build our products, goods and services as outlined in this Offering,
despite our financial standing and the conclusions thereof. Our growth is dependent on our Regulation A offering for both accredited
and nonaccredited investors (limited) and the capital raised appertaining thereunto.
EXEMPTIONS UNDER JUMPSTART OUR BUSINESS STARTUP ACT
Gilmore Homes Gilmore Loans, LLC is an emerging growth company. An emerging growth company is one that had total annual gross revenues
of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer
Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its
most recently completed fiscal year. Our company would lose its emerging growth status if we were to exceed $1,000,000,000 in gross revenues.
As a proptech and fintech emerging growth company, we are not sure if this will ever take place, as a minority owned company, regulation and
crowdfund.
Because we are an emerging growth company, we have the exemption from Section 404 (b) of Sarbanes Oxley Act of 2002 and Section 14A(a)
and (b) of the Securities Exchange Act of 1934. Under Section 404(b), Gilmore Homes Gilmore Loans, LLC (our Company) is now exempt from
the internal control assessment required by subsection (a) that requires each independent auditor that prepares or issues the audit report for
the issuer shall attest to, and report on, the assessment made by the management of the issuer (forthcoming, when resources allow and/or
permitted to raise, for interim financial statements are allowed). We are also not required to receive a separate resolution regarding either
executive compensation or for any golden parachutes for our executives as long as we continue to operate as an emerging growth company.
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Gilmore Homes Gilmore Loans, LLC (the Company) hereby elect to use the extended transition period for complying with new or revised
accounting standards under Section 102(b)(1).
We will lose our status as an emerging growth company in the following circumstances:
* The end of the fiscal year in which our annual revenues exceed $1 billion.
* The end of the fiscal year in which the fifth anniversary of our IPO occurred.
* The date on which we have, during the previous three year period, issued more than $1 billion to nonconvertible debt.
* The date on which we qualify as a large accelerated filer.
[REST OF PAGE INTENTIONALLY LEFT BLANK)
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RISK FACTORS
Investors in Gilmore Homes Gilmore Loans LLC, as a proptech and fintech (the Company), should be particularly aware of the inherent
risks associated with our business. As of the date of this filing our management is aware of the following material risks.
General Risks Related to Our Business
I. We are an emerging growth company founded in 2015 and have recently commenced operations in 2018 as a LLC, which makes an evaluation of us
extremely difficult. At this stage of our business operations, even with our good faith efforts, we may never become profitable or generate
any significant amount of revenues, thus potential investors have a high probability of losing their investment. Gilmore Homes Gilmore
Loans, LLC will strive and work hard to ensure that investors investment are safe and our company will only conduct business in developments that
we deem profitable such as single family homes, apartments, condominiums, mixed use development, shopping centers, hotels, etc., but no
guarantee.
We were organized in July 2015 and have not yet started day to day operations. As a result of our startup operations we have;
(i) generated no revenues, (ii) will accumulate deficits due to organizational and startup activities, business plan development, and
professional fees since we organized. There is nothing at this time on which to base an assumption that our business operations will prove to
be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our
ability to raise adequate working capital, availability of land which to build our properties, the level of our competition and our ability to
attract and maintain key management and employees plus additional capital.
II. We are significantly dependent on Michael Gilmore as the founder, CEO and manager. The loss or unavailability of his services would have an
adverse effect on the direction of the business, operations and prospects in that we may not be able to obtain new management under the same
financial arrangements, which could result in a loss of your investment.
Our business plan is significantly dependent upon the abilities and continued participation of Michael Gilmore. It would be very
difficult to replace Mr. Gilmore at such an early stage of development of the company. The loss by or unavailability of his services would have
an adverse effect on our business, its direction, operations and prospects, in that our inability to replace Michael Gilmore could result in
the loss of ones investment. There can be no assurance that we would be able to locate or employ personnel to replace Mr. Gilmore should his
services be discontinued. In the event that we are unable to locate or employ personnel to replace Mr. Gilmore, we would be required to
cease pursuing our business opportunity, which could result in a loss of your investment. The company has researched and identified over
85 business startups and developments it will undertake, develop build and own, all falling under the umbrella of Gilmore Homes
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Gilmore Loans, LLC and relating exclusively to real estate and real estate related assets including technology and financial services real
estate related.
III. My unaudited review (with an independent auditor forthcoming) and expressions thereof suggest in the report a substantial doubt about our
ability to continue as a going concern.
Gilmore Homes Gilmore Loans, LLC (the Company) ability to continue as a going concern is dependent upon its ability to generate
future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal
business operations when they become due.
IV. You may not have the opportunity to evaluate our development investments before we commence, design and build them, which makes your
investment more speculative.
You will be unable to evaluate the economic merit of our investments and/or note investments before we commence them and will be
entirely relying on the ability of Gilmore Homes Gilmore Loans, LLC management to select our investments, which involve what projects
will be built first. Furthermore, our Manager will have broad discretion in implementing policies regarding credit, creditworthiness,
development, leverage, construction, design/build, land, etc., and you will not have the opportunity to evaluate potential tenants,
managers, retailers, restaurants, etc., or borrowers for our loan products, VISA and MasterCard, etc. These factors increase the risk that
your investment may not generate returns comparable to our competitors.
V. Our manager will have control over the Company and will therefore make all decisions of which Members will have no control.
Michael L Gilmore Development Co., and Gilmore Homes Gilmore Loans, LLC, our Manager, shall make certain decisions without input
by the Members. Such decision may pertain to employment decisions, including our Manager compensation arrangements, the appointment of other
officers and managers, and whether to enter into material transactions with related parties such as direct investments from venture,
crowdfunding, etc.
VI. An investment in the Interests is highly illiquid. You may never be able to sell or otherwise dispose of your interests.
Since there is no public trading market for our Interests, you may never be able to liquidate your investment or otherwise dispose of
your interests. The Company does currently have a redemption program, but there is no guarantee that the Company will ever redeem or
Buy Back your interests. Further, no one is allowed to redeem their Interests until twelve (12) months after the Interests were purchased.
The Company will only redeem up to 5.0% of the Interests as calculated on December 31 of prior and future years.
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Risks Related to the Real Estate Business in General
VII. The profitability of attempted groundup developments and startups particular in urban areas or Opportunity Zones are uncertain.
As a company, Gilmore Homes Gilmore Loans, LLC intends to acquire land and develop properties selectively. Developing properties
entail risks that investments might fail to perform in accordance with expectations. In undertaking these developments, we will incur certain
risks, including the expenditure of funds on, and the devotion of management time to, transactions that may not come to fruition. Additional
risks inherent in development include risks that the properties will not achieve anticipated revenues or occupancy levels and that estimates
of the costs of construction to bring raw land and the development thereof up to Class A and B properties standards established for market
position intended for the property development may prove inaccurate. Expenses may also be greater than anticipated.
VIII. Real estate investments are illiquid.
Because real estate investments are relatively illiquid, our ability to vary our developments portfolio in response to economic or
other conditions will be limited. The foregoing and any other factor or event that would impede our ability to respond to adverse changes
in the performances of our development investments could have an adverse effect on our financial condition and results of operations.
IX. Rising expenses could reduce cash flow and funds available for future developments.
Our developments and the land required thereunto will be subjected to increases in tax rates, utility costs, construction,
operating expenses, architectural design, insurance costs, security and maintenance, administrative and other expenses. If we are unable to
find land, build upon land, design and build our residential and commercial properties, etc., and incurring expenses thereof, including tenants
who might not be able to pay all or some of the expenses when leased in the new properties, we would be required to pay those costs, which
could adversely affect funds unavailable for future developments or cash available for distributions.
X. If we design and develop assets at a time when the single family, multifamily, condominiums. Or commercial real estate market is experiencing
substantial influxes of capital investment and competition for land and development construction, the real estate that we design and build
may not appreciate or may decrease in value.
The multifamily, single family and commercial markets are currently experiencing a substantial influx of capital from investors worldwide.
This substantial flow of capital, combined with significant competition for real estate, may result in inflated prices and development costs
for such assets. To the extent we design and develop real estate in such an environment, we are subject to risk that if the real estate market
ceases to attract the same level of capital investment in the future as it is currently attracting, or if the number of companies
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seeking to develop and acquire such assets decreases, our returns will be lower and the value of our asses may not appreciate or
may decrease significantly below the amount we paid for as in land and the construction amount, etc., for such assets.
A single family, multifamily, or commercial property income and value may be adversely affected by national and regional economic
conditions, local real estate conditions such as oversupply of properties or land, developed properties or a reduction in demand for new
developed properties, availability of for sale properties such as land, competition for other properties such as land, our ability to provide
the funds and development cause for such properties as land to build upon, and once constructed and leased, our ability to provide adequate
maintenance, insurance and management services, increased operating costs (including real estate taxes), the attractiveness and location of the
development property and changes in rental rates and construction costs. Our income will be adversely affected if a significant number of
tenants in our residential properties are unable to pay rent or if our new properties cannot be rented on favorable terms. Our performance is
linked to economic conditions in the regions where our new properties will be located and in the market for single, multifamily and commercial
spaces generally. Therefore, to the extent that there are adverse economic conditions in those regions and in these markets generally, that
impact the applicable market rents and development costs, such conditions could result in a reduction of our income and cash available for
distributions and thus affect the amount of distributions we can make to you.
XI. We will depend on tenants for some of our revenue and therefore our revenue may depend on the success and economic viability of our tenants.
We will highly be dependent on income from either tenant in our new single family rental homes, multifamily apartments, rental
condominiums, and our developed commercial properties. Our financial results will depend in part on leasing our new properties and projects
such as retail centers and residential new properties on economically favorable terms.
In the event of a tenant default in one of our new dwellings prior to stabilization, we may experience delays in enforcing our rights
as landlords and may incur substantial costs in protecting our investments, demographic trends in the area and available financing.
There is a risk that we will not realize any significant appreciation although new properties on our investments in such. Accordingly, our
ability to recover all or any portion of your investment under such circumstances will depend on the amount of funds so realized and claims
to be satisfied therefrom.
XII. We will not sell any property that we design and build, lease so that we will emerge and grow.
Our company will not sell any property that we build. Moreover, all revenues generated from such properties such as single family,
multifamily and commercial real estate will allow our company to grow and emerge. Therefore, your investment may be at risk and you may not
be able to recover any or all of your investments. We Will only develop such properties that we know will attempt to bring in high yields,
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revenues, profits and investments.
XIII. This offering is a blind pool offering, and therefore, Members will not have the opportunity to evaluate some of our businesses and
development investments before we make them, which makes investments more speculative.
Gilmore Homes Gilmore Loans, LLC will seek to invest substantially all of the net offering proceeds from this Offering, after
the payment of fees and expenses, in the development of residential and commercial real estate, technology and financial services and/or
investments in interests of said assets. However, because, as of the date of this prospectus, we have not identified the assets we will
construct and startup due to capital and financing and because our Member(s) will be unable to evaluate the economic merit of future assets
before we design and build them, they will have to rely on the ability of our Manager to select suitable and successful investment
opportunities. These factors increase the risk that our Members investment may not generate returns comparable to our competitors.
IXV. Our businesses and development properties may not be highly diversified.
Our potential profitability and our ability to diversify our businesses and development projects may be limited, both geographically
and by type of properties designed and built. We will be able to build additional residential and commercial real estate, and our startup
businesses etc., only as additional funds are raised, and only if owners of real estate accept our Class A Interests in exchange for an
interest in the target properties developed, company or title such as land. Thus our businesses and properties may not be well diversified
and their economic performance could be affected by changes in the local economic conditions.
Our performance is therefore linked to economic conditions in the states in which we will establish our businesses, design and build
our properties, and in the market for real estate properties and land generally. Therefore, to the extent that there are adverse economic
conditions in the states in which our properties will be located and in the market for real estate properties that we will design, build,
develop and startup, such conditions could result in a reduction of our income and cash to return capital and thus affect the amount of
distributions we can make to you.
XV. Competition with third parties in designing, building, starting up and operating properties may reduce our profitability and the return
on your investment.
Our company Gilmore Homes Gilmore Loans, LLC will compete with many other entities engaged in real estate investment activities, many
of which have greater resources than we do. Specifically, there are numerous commercial developers, real estate companies and foreign
investors that operate in the markets in which we may operate, that will compete with in in building businesses and developing residential,
commercial and other properties that will be seeking investments and tenants for these properties.
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Many of these entities have significant financial and other resources, including operating experience, allowing them to compete
effectively with us. Competitors with substantially greater financial resources than us may generally be able to accept more risk than
we can prudently manage, including risks with respect to the creditworthiness of entities in which investments may be made or risks attendant
to a geographic concentration of investments. Demand from third parties for properties such as land or abandon residential and commercial
which we will buy and develop businesses, etc., could result in an increase of the price for such properties. If we pay higher prices for such,
our profitability may be reduced and you may experience a lower return on your investment. In addition, our properties may be located in
close proximity to other properties that will compete against our new properties for tenants, etc. Many of these competing properties may be
better located and/or appointed than the properties that we will acquire and develop, giving these properties a competitive advantage, and we
may, in the future face additional competition from properties not yet constructed or even planned. This competition could adversely affect our
business. The number of competitive properties could have a material effect on our competition for residential renters and commercial tenants.
In addition, our ability to charge premium rates may be negatively impacted. This increased competition may increase our costs of land
acquisitions and abandon properties or lower the occupancies and the rent we may charge tenants. This could result in decreased cash flow
from residential and commercial tenants and may require us to make capital improvements to properties we will buy, design and develop such
as old apartment buildings, dilapidated shopping centers, abandon single family homes, etc., which we could not have otherwise made,
thus affecting cash available for distribution to you.
XVI. We may not have control over costs arising from ground up construction of properties and businesses.
As an emerging growth company, Gilmore Homes Gilmore Loans LLC, a proptech and fintech firm, will elect to acquire land, old
residential and commercial properties, tear down and construct from the ground up, meaning that we purchase the land and implement a plan
to construct single family, multifamily, condominiums, retail stores and restaurants, shopping centers, hotels, etc., on the land.
In particular, we may acquire affordable land and properties, tear down as stated and convert to market rate properties. We may also purchase
land, entitle the land for a new multifamily building, single family residence or commercial building (if that is not already provided),
architect a multifamily building, single family residence, or commercial building and build brand new such facilities. Consequently, we intend
to retain independent general contractors to perform the actual physical construction work and will be subject to risks in connection with a
contractors ability to control new construction costs, the timing of completion of construction, and a contractors ability to build in
conformity with plans and specifications.
XVII. The consideration paid for our target acquisitions and developments may exceed fair market value, which may harm our financial condition
and operating results.
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The consideration that we pay will be based upon numerous factors, and the target acquisition such as land, abandon residential and
commercial buildings that may be purchased in a negotiated transaction rather than through a competitive bidding process. We cannot assure
anyone that the purchase price that we pay for a target acquisition such as land or its appraised value will be a fair price, that we will be
able to generate an acceptable return on such target acquisition, or that the location, lease terms or other relevant economic and financial
data of any old or raw properties that we acquire will meet acceptable risk profiles. We may be unable to lease new space, lease vacant space
or negotiate leases at market rates in some instances, which would adversely affect our returns on a target development property. As a result,
our investments that will target such may fail to perform in accordance with our expectations, which may substantially harm our operating
results and financial condition.
XVIII. The failure of our development properties, startup businesses, and financial services to generate positive cash flow or to appreciate
in value would most likely preclude our Members from realizing a return on their Interest ownership.
There is no assurance that our real estate investments in residential, commercial, businesses startup and financial services such as
our private label Visa/MasterCard will appreciate in value, make money or profitable. The marketability and the raising of capital through
Regulation A, Tier 2 will depend on many factors beyond our control of our management. One of the obstacles to overcome is convincing American
consumers and citizens to buy into our Regulation A, residential and commercial developments, our 84 plus business startups, etc. There is no
assurance that there will be a ready market for the development properties, businesses, services, goods and products, since investments in
real property are generally nonliquid. The real estate market is affected by many factors, such as general economic conditions, availability
of financing, interest rates and other factors, including supply and demand that will be beyond our control. We cannot predict whether we
will be able to develop any properties, start businesses, etc. Moreover, we cannot predict the terms associated with financing and
construction, property acquisition, etc. Furthermore, we may be required to put a larger down payment and equity beyond the 10% to 20%.
These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties and businesses
cold significantly harm our financial condition and operating results.
IXX. Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our
properties and harm our financial condition.
Because real estate investments ae relatively illiquid, our ability to develop one or more properties, businesses and other
underpinnings or investments in our forthcoming portfolio in response to changing economic, financial and investment conditions may be
limited. In particular, these risks could arise from weakness in or even the lack of established market for a new property, changes in
financial condition or prospects of prospective land acquisition and property sellers such as old residential and commercial properties
that have been abandon, etc., changes in national or international economic conditions, and changes in laws, regulations or
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fiscal policies of jurisdictions in which the property is located. We may be unable to realize our investment objectives by sale, other
disposition or construction financing at attractive prices within any given period of time or may otherwise be unable to complete any exit
strategy. An exit event is not guaranteed and is subject to the Manager discretion.
Risks Related to Financing
XX. We might obtain lines of credit and other borrowings, which increases our risk of loss due to potential foreclosure.
We may obtain lines of credit and long term financing that may be secured by our assets. Since Gilmore Homes Gilmore Loans, LLC
will acquire land, acquire old properties and tear them down, design and develop residential and commercial real estate, starting up
businesses in the retail and restaurants sectors such as putting Can You Spare A Dollar? $1.00 Stores around the United States, obtaining
lines of credit and other borrowings will be necessary and crucial although due to conditions and economics, some properties might possibly
foreclose. We will be highly selective in what we build and the locations in which to build to make sure that the stores are profitably.
As with any liability, there is a risk as noted that we will be unable to repay our obligations from the cash flow of assets. Therefore,
when borrowing and securing such financing with our assets, we risk losing such assets in the event we are unable to repay such obligations
or meet such demands.
XXI. We have broad authority to incur debt and high debt levels which could hinder our ability to make distributions and decrease the value
of our investors investments.
Our policies do not limit us from incurring debt until our total liabilities would be 80% of the value of the assets of the Company.
We intend to borrow as much as 80% to 90% of the value of our new properties, for businesses startups, etc. We do not currently own any
properties. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by
restrictive covenants. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value
of our investors investments.
Risks Related to Our Corporate Structure
XXII. We do not set aside funds in a sinking fund to pay distributions or redeem the Interests, so you must rely on our revenues from
operations and other sources of funding for distributions and withdrawal requests. These sources may not be sufficient to meet
these obligations.
We do not contribute funds on a regular basis to a separate account, commonly known as a sinking fund, to pay distributions on
or redeem the Interests at the end of the applicable nonwithdrawal period. Accordingly, you will have to rely on our cash from operations
and other sources of liquidity, such as borrowed funds and proceeds from future offerings of securities, for distribution payments and
Gilmore | 20
payments upon withdrawal. Our ability to generate revenues from operations in the future is subject to general economic, financial,
competitive, legislative, statutory and other factors that are beyond our control. Moreover, we cannot assure you that we will have access
to additional sources of liquidity if our cash from operations ae not sufficient to fund distributions to you. Our need for such additional
sources may come at undesirable times, such as during poor market or credit conditions when the costs of funds are high and/or other terms
are not as favorable as they would be during good market or credit conditions. The cost of financing will directly impact our results of
operations, and financing on less than favorable terms may hinder our ability to make a profit. Your right to receive distributions on your
Interests is junior to the right of our general creditors to receive payments from us. If we do not have sufficient funds to meet our
anticipated future operating expenditures and debt payment obligations as they become due, then you could lose all or part of your investment.
We currently do not have any revenues.
XXIII. You will have limited control over changes in our policies and operations, which increase the uncertainties and risks you face as
a Member.
Our Manager determines our major policies, including our policies regarding financing, growth and debt capitalization. Our Manager
may amend or revise these and other policies without a vote of the Members. Our Managers broad discretion in setting policies and our
Members inability to exert control over those policies increase the uncertainty and risks you will face as a Member. In addition, our
Manager may change our investment objectives without seeking Member approval. Although management and the board will have fiduciary duties
to our Members and intends only to change our investment objectives when the board determines that a change is in the best interests of our
Members, a change in our investment objectives could cause a decline in the value of your investment in our company.
XXIV. Our ability to make distributions to our Members is subject to fluctuations in our financial performance, operating results and capital
improvement requirements.
Currently, Gilmore Homes Gilmore Loans, LLC strategy includes paying a preferred return to investors under this Offering that
would result in a return of 10% annualized return on investment, of which there is no guarantee. In the event of downturns in our operating
results, unanticipated capital improvements to our properties, or other factors, we may be unable to declare or pay distributions to our
Members. The timing and amount of distributions are the sole discretion of our Manager who will consider, among other factors, our financial
performance, any debt service obligations, any debt covenants, our taxable income and capital expenditure requirements. We cannot assure
you that we will generate sufficient cash in order to fund distributions.
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XXV. Investors will not receive the benefit of the regulations provided to real estate investment trusts or investment companies.
Gilmore Homes Gilmore Loans, LLC is not a real estate investment trust and enjoy a broader range of permissible activities.
Under the Investment Act of 1940, an investment company is defined as an issuer which is or holds itself out as being engaged in
primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; is engaged or proposes
to engage in the business of issuing face amount certificates of the installment type, or has been engaged in such business and has any such
certificate understanding; or is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in
securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer
total assets (exclusively of Government securities and cash items) on an unconsolidated basis.
We intend to operate in such manner as not to be classified as an investment company within the meaning of the Investment Company
Act of 1940 as we intend on primarily holding real estate. As a proptech and fintech firm, we will incorporate real estate, technology and
financial services as an emerging growth company. The management and the investment practices and policies of ours are not supervised or
regulated by any federal or state authority. As a result, investors will be exposed to certain risks that would not be present if we were
subjected to a more restrictive regulatory situation.
XXVI. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities
may be restricted.
If we are ever deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain
restrictions including:
. restrictions on the nature of our investments; and
. restrictions on the issuance of securities.
In addition, we may have imposed upon us certain burdensome requirements, including:
. registration as an investment company;
. adoption of a specific form of corporate structure; and
. reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure
requirements and other rules and regulations.
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XXVII. The exemption from the Investment Company Act of 1940 may restrict our operating flexibility. Failure to maintain this exemption
may adversely affect our profitability.
We do not believe that at any time we will be deemed an investment company under the Investment Company Act of 1940 as we
do not intend on trading or selling securities. Rather, we intend to hold and manage real estate. However, if at any time we may be deemed
an investment company, we believe we will be afforded an exemption under Section 3(c)(5)(C) of the Investment Act of 1940, as amended
(referred to in this Offering as the 1940 Act). Section 3(c)(5)(C) of the 1940 Act excludes from regulation as an investment company
any entity that is primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in
real estate. To qualify for this exemption, we must ensure our asset composition meets certain criteria. Generally, 55% of our assets must
consist of qualifying mortgages and other liens on and interests in real estate and the remaining 45% must consist of other qualifying
real estate type interests. Maintaining this exemption may adversely impact our ability to acquire or hold investments, to engage in
future business activities that we believe could be profitable, or could require us to dispose of investments that we might prefer to retain.
If we are required to register as an investment company under the 1940 Act, then the additional expenses and operational requirements
associated with such registration may materially and adversely impact our financial conditions and results of operations in future periods.
Insurance Risks
XXIX. We may suffer losses that are not covered by insurance.
The geographic areas in which we invest may be at risk for damage to property due to certain weather related and environmental
events, including such things as severe thunderstorms, hurricanes, flooding, tornadoes, snowstorm, sinkholes and earthquakes. To the extent
possible, the Manager may but is not required to attempt to acquire insurance against fire or environmental hazards. However, such insurance
may not be available in all areas, nor are all hazards insurable as some may be deemed acts of God or be subject to other policy exclusions.
The Manager expects to obtain a lenders title insurance policy and will require that properties maintain hazard insurance naming
the Company as the beneficiary. All decisions relating to the type, quality and amount of insurance to be placed on our properties will be
made exclusively by the Manager. Certain type of losses that may impact the security for our properties could be of catastrophic nature
(due to certain things as ice storms, tornadoes, wind damage, hurricanes, earthquakes, landslides, sinkholes, and floods), some of which
may be uninsurable, not fully insured or not economically insurable. This may result in insurance coverage that, in the event of substantial
loss, would not be sufficient to pay the full prevailing market value or prevailing replacement cost of the underlying property. Inflation,
changes in building codes and ordinances, environmental considerations, and other factors also might make it unfeasible to use insurance
proceeds to replace the underlying property once it has been damaged or destroyed.
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Under such circumstances, the insurance proceeds received might not be adequate to restore the property, leaving the Company without security
for its notes.
Furthermore, an insurance company may deny coverage for certain claims, and/or determine that the value of the claim is less than
the cost to restore the property. Additionally, properties that we purchase may now contain or come to contain mold, which may not be covered
by insurance and has been linked to health issues. In all cases of acquiring properties, the objective will be to tear down and build anew.
The Manager will obtain its own insurance policies on properties that we acquire and build. Those properties could be subjected to damage and
uninsured at the time of acquisition and purchase (raw land, land and old abandon buildings), which the Company may suffer a loss of its
security for a loan.
Federal Income Tax Risks
XXX. The Internal Revenue Service may challenge our characterization of material tax aspects of our investments in the Interests.
An investment in Interests involves material income tax risks which are discussed in detail in the section of this offering entitled
TAX TREATMENT OF COMPANY AND ITS SUBSIDIARIES starting on page 61.
You are urged to consult with your own tax advisor with respect to federal, state, local and foreign tax considerations of an
investment in our Interests. We may or may not seek any rulings from the Internal Revenue Service regarding any of the tax issues discussed
herein. Accordingly, we cannot assure you that the tax conclusions discussed in this offering, if contested, would be sustained by the IRS
or any court. In addition, our (forthcoming) legal counsel will be unable to form an opinion as to the probable outcome of the contest of
certain material tax aspects of the transactions described in this offering, including whether we will be characterized as a dealer
so that future sales of our assets would give rise to ordinary income rather than capital gain and whether we are required to qualify as
tax shelter under the Internal Revenue Code nor also gives no opinion as to the tax considerations to you of tax issues that have an impact
at the individual or partner level.
XXXI. You may realize taxable income without cash distributions, and you may have to use funds from other sources to fund tax liabilities.
As a Member of the Company, you will be required to report your allocable share of our taxable income on your personal tax return
regardless of whether you have received any cash distributions from us. It is possible that your interests will be allocated taxable income
in excess of your cash distributions. We cannot assure you that cash flow will be available for distribution in any year. As a result, you may
have to use funds from other sources to pay your tax liability.
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XXXII. You may not be able to benefit from any tax losses that are allocate to your Interests.
Interests may be allocated their share of tax losses should any arise. Section 469 of the Internal Revenue Code limits the
allowance of deductions for losses attributable to passive activities, which are defined generally as activities in which the taxpayer
does not materially participate. Any tax losses allocated to investors will be characterized as passive losses, and,
Accordingly, the deductibility of such losses will be subject to these limitations. Losses from passive activities are generally
deductible only to the extent of a taxpayers income or gains from passive activities and will not be allowed as an offset against
other income, including salary or other compensation for personal services, active business income or portfolio income, which includes
non business income derived from dividends, interest, royalties, annuities and gains from properties held for investment including sales.
We intend to hold our properties. Also, you may receive no benefit from your share of tax losses unless you are concurrently being allocated
passive income from other sources.
XXXIII. We may be audited which could subject you to additional tax, interests and penalties.
Our federal income tax returns may be audited by the Internal Revenue Service. Any audit of the Company could result in an audit of
your tax return. The results of such audit may require adjustments of items unrelated to your investment, in addition to adjustments to
various Company items. In the event of any such audit or adjustments, you might incur attorney fees, court costs and other expenses in
contesting deficiencies asserted by the Internal Revenue Service. You may also be liable for interest on any underpayment and penalties
from the date your tax was originally due. The tax treatment of all Company items will generally be determined at the Company level in a
single proceeding rather than in separate proceedings with each Member, and our Manager is primarily responsible for contesting
federal income tax adjustments proposed by the Internal Revenue Service. In such a contest, our Manager may choose to extend the statue of
limitations as to all Members and, in certain circumstances, may bind the Members to a settlement with the Internal Revenue Service.
Further, our Manager may cause us to elect to be treated as a large Company. If it does, we could take advantage of simplified flow through
reporting of the Company items. Adjustments to Company items would continue to determine at the Company level however, and any such
adjustments would be accounted for in the year they take effect, rather than in the year to which such adjustments relate.
Our Manager will have the discretion in such circumstances either to pass along any such adjustments to the Members or to bear such
adjustments at the Company level.
XXXIV. State and local taxes and a requirement to withhold state taxes may apply, and if so, the amount of net cash from open payable
to you would be reduced.
The state in which you reside may impose an income tax upon your share of our taxable income. Further, states in which we will
own, develop and build properties including establishing our startup businesses may impose income taxes upon your share of our taxable
income allocable to any Company property located in that state. Many states have implemented or are implementing programs to require
Gilmore | 25
companies to withhold and pay state income taxes owed by non resident Members relating to income-producing properties located in their states,
and we may be required to without state taxes from cash distributions otherwise payable to you. You may also be required to file income tax
returns in some states and report your share of income attributable to ownership and operation by the Company of properties in those states.
In the event we are required to withhold state taxes from your cash distributions, the amount of the net cash from operations otherwise payable
to you would be reduced. In addition, such collection and filing requirements at the state level may result in increases in our administrative
expenses that would have the effect of reducing cash available for distribution to you. You are urged to consult with your own tax advisors
with respect to the impact of applicable state and local taxes and state tax withholding requirements on an investment in our Interests.
XXXV. Legislative or regulatory action could adversely affect investors.
In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income
tax laws applicable to investments similar to an investment in our Interests. Additional changes to the tax laws are likely to continue to
occur, and we cannot assure you that any such changes will not adversely affect your taxation as a Member. Any such changes could have an
adverse effect on an investment in our Interests or on the market value or the development potential and profits of our properties.
You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in Interests and the
status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our
Interests (By Interests we mean development of our properties own, our businesses, our residential and commercial properties).
DETERMINATION OF OFFERING PRICE
Our Offering Price is arbitrary with no relation to value of the company. This Offering is a self underwritten offering, which means
that it does not involve the participation of an underwriter to market, distribute or sell the Class A interests offered under this offering.
If the maximum amount of Class A Interests are sold under this Offering, the purchasers under this Offering will own 100% of the
Class A Interests outstanding.
If the minimum amount of Class A Interests ae sold under this Offering, the purchasers under this Offering will own 100%
of the Class A Interests outstanding.
PLANS OF DISTRIBUTION
This Offering shall remain open for one year following the Qualification Date of this Offering.
The Class A Interests (Interests) are self underwritten and are being offered and sold by the Company on a minimum / maximum basis.
No compensation will be paid to any principal, the Manager, or any affiliated company or party with respect to the Class A Interests.
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This means that no compensation will be paid with respect to the sale of the Class A Interests to Mr. Gilmore or affiliated companies.
We are relying on Rule 3a4-1 of the Securities Exchange Act of 1934, Associated Persons of an Issuer Deemed not to be Brokers.
This applicable portions of the rule state that associated persons (including companies) of an issuer shall not be deemed brokers
if they (1) perform substantial duties at the end of the offering for the issuer; (b) are not broker dealers; and (c) do not participate
in selling securities more than once every 12 months, except or any of the following activities: i) preparing written communication,
but no oral solicitation; or ii) responding to inquiries provided that the content is contained in the applicable registration statement;
or iii) performing clerical work in effecting any transaction. Neither the Company, its Manager nor any affiliates conduct any activities
that fall outside of Rule 3a4-1 and are therefore not brokers nor are they dealers. All subscription funds which are accepted will be
deposited directly into the Company account. This account is not held by an escrow agent. Subscription funds placed in the segregate,
Company account may only be released if the Minimum Offering Amount is raised within the Offering Period. The purchase price for the
Class A Interests is $50.00, with a minimum purchase price of ten (10) Interests. The Company will raise a minimum of $100,000 and
a maximum of $50,000,000, prior to funds being released to the Company. If the Company does not raise the Offering Amount within the
Offering Period, all proceeds raised to that point will be promptly returned to subscribers of Class A Interests prorata, with interest,
if any. Subscription Agreements are irrevocable.
The Company Gilmore Homes Gilmore Loans, LLC plans to use various modes to solicit investments (those that are allowed only by
Regulation A, Tier 2). The Company, subject to Rule 255 of the 33 Act and corresponding state regulations, is permitted to generally
solicit investors by using advertising mediums, such as print, radio, TV and the Internet. We will offer the securities as permitted by
Rule 251 (d)(1)(iii) whereby offers may be made after this Offering has been qualified, but any written offers must be accompanied with
or preceded by the most recent offering circular filed with the Commission for the Offering. In some instances, where allowed by the
Regulation and laws appertaining thereunto, we might use limited crowdfunding sites to post, raise funds, and advertise our offerings
(where permitted). The Company plans to solicit investors using the Internet through a variety of existing internet advertising mechanisms,
such as search based advertising, search engine optimization, and the Company website. The Company website is in the process of being developed.
We currently operate a free info website, not about any Regulation A Offering, but about our future products of single family homes, etc.
Please note that the Company will not communicate any information to perspective investors without providing access to the Offering.
The Offering may be delivered through the website that is in the process of being developed, through email, or by hard paper copy.
However received or communicated, all of our communications will be Rule 255 compliant and not amount to a free writing prospectus.
We will not orally solicit investors and no sales will be made prior to this offering statement being declared qualified and a final Offering
is available.
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Prior to the acceptance of any investment dollars or Subscription Agreements, the Company will determine which state the prospective
investor resides. Investments will be processed on a first come, first served basis, up to the Offering Amount of $50,000,000.
Subscribers may start funding their investment account with as little as $50, but their funds will not be invested and they will not
become a Member until their individual account has a minimum balance of $500. We do intend to place those funds into a segregated account
up to $100,000 that will be in the Company name. Subscribers may place as little as $50 into the Company segregated account.
Such Subscriber funds shall remain in the Company segregated account until such time the balance reaches a minimum of $500. At any time prior
to reaching the minimum of $500, a Subscriber may ask for a return of funds. Subscription funds may remain in the Company segregated account
for up to 180 days from the first date of deposit.
The Offering Period will commence upon the Offering Statement being declared qualified.
No sale will be made to a prospective investor if the aggregate purchase price payable is more than 10% of the greater of the
prospective investors annual income or net worth. Different rules apply to accredited investors and non natural persons.
Quarterly, the Manager will report to the Members and will supplement the Offering with material and/or fundamental changes to our
operations. We will also provide updated financial statements to all Members and prospective Members.
In compliance with Rule 253 (e) of Regulation A, the Manager will revise this Offering Statement during the course of the Offering
whenever information herein has become false or misleading in light of existing circumstances, material developments have occurred, or
there has been a fundamental change in the information initially presented. Such updates will not only correct such misleading information
but shall also provide updated financial statements and shall be filed as an exhibit to the Offering Statement and be requalified under
Rule 252.
USE OF PROCEEDS
The net proceeds to us from the sale of up to 1,000,000 Class A Interests offered at an offering price of $50 per Interest
will vary depending upon the total number of Class A Interests sold. Regardless of the number of Class A Interests sold, we expect to
incur Offering expenses estimated at $55,000 for legal, accounting, management, and other costs in connection with this offering.
The table below shows the intended net proceeds from this offering, indicating scenarios where we sell various amounts of Class A
Interests. There is no guarantee that we will be successful at selling any of the securities being offered in this Offering. Accordingly,
the actual amount of proceeds we will raise in this offering, if any, may differ.
Gilmore | 28
The offering scenarios presented below are for illustrative purpose only and the actual amounts of proceeds, if any, may differ.
Minimum 25% 50% 75% 100%
Interests Sold 2,000 250,000 500,000 750,000 1,000,000
Gross Proceeds $100,000 $12,500,000 $25,000,000 $37,500,000 $50,000,000
Offering Expenses(1) $0 $55,000 $55,000 $55,000 $55,000
Selling Comm & Fees(2) $0 $0 $0 $0 $0
Net Proceeds $100,000 $12,445,000 $24,945,000 $37,445,000 $49,945,000
Asset Mngt Fee(3) $10,000 $1,244,500 $2,495,000 $3,744,500 $4,994,500
Acqs, Dvlpmt & Related(4) $0 $10,000,000 $20,000,000 $30,000,000 $40,000,000
Working Capital(5) $0 $100,000 $200,000 $300,000 $400,000
Legal & Accounting(6) $0 $50,000 $75,000 $100,000 $150,000
Total Use of Proceeds $90,000 $11,394,500 $22,770,000 $34,144,500 $45,184,500
Net / Cash $90,000 $1,050,500 $2,175,000 $3,300,500 $4,760,500
(1) Offering Expenses costs assume expenses related with completing Form 1 A, as well as those costs related to the services of a
transfer agent, listing fees, our interim financial statements, and legal costs, estimated at $55,000. These fees will come out of the
capital raised showing receipts and expenditures proof thereunto along with independent audits as required per Regulation A, Tier 2.
(2) Selling Commission and Fees indicate that the Company (GH GL, LLC) does not intend on paying selling commissions or fees. In the event
that the Company enters into an agreement with a licensed broker dealer, this Offering and Use of Proceeds table will be amended accordingly.
(3) Asset Management Fee entails the Manager receiving 10% annualized asset fee paid monthly to the Manager for its services related to
asset management and day to day operations. The Manager Mr. Gilmore will not receive a direct salary or compensation, only 10% of fees.
Also, out of that 10% fee, the Manager (Michael Gilmore) is responsible for hiring and paying additional managers, employees, third party
vendors, etc., out of the 10% annualized asset management fee only. As the table shows, the manager may receive from $10,000 a year
(paid monthly) the minimum to $5,000,000 a year (paid in monthly installments) the maximum. The figures are calculated in the Use of Proceeds
table to show asset management performance based only if the capital is raised and management is acquiring land, residential and commercial
properties, building such properties and establishing businesses, as an emerging growth company. As noted and stated, it is expected that the
10% Asset Management Fee will be derived from the capital raised and only if properties have been built and bringing in income and revenues.
Please also be advised that no other managers, the company asset manager Mr. Gilmore, employees, third party vendors, attorney,
Gilmore 29
accountant/chief financial officer or whomever Manager Gilmore seems fit to hire, etc., shall not be paid out of any revenues (current
or future) or capital raised (current or future) from the funds. The 10% allocation of the fund is to take care of all future managers,
executive management team, employees salaries, wages, benefits, insurances, taxes, expenses, etc., including Manager (Gilmore) own expenses
for his living arrangements and expenses, vehicle and home acquisition/purchase, traveling, taxes due, insurances, etc.
(His 10% fee shall cover those expenses and the other 90% goes directly to the company and the company only for real estate transactions,
as lamented). The Company decided to have in place an asset based management system (performance and commission based) instead of direct
salary or compensation. If the fund and company do not do well or make money, then the manager will not be paid. This arrangement is based
on performance and outcome. Moreover, the success depends on Manager (Gilmore) producing results and building our residential, commercial
and businesses portfolio. Furthermore, the company decided to arrange this performance based pay and the 10% thereof similar to a manager
that receives 10% as an Agent / Manager for NBA / NFL players and other professional athletes juxtaposed an Actor / Actress / Entertainer
paying their Agent / Manager a 10% fee. Therefore, our company will do the same. Note: Ninety Percent (90%) of capital raise via our
Regulation A, Tier 2 will go towards the operations and development of our residential, commercial and business startup expenses only,
as an emerging growth company (see # 4 Acquisitions, Development & Related in the above Table, page 30 and explanations to follow hitherto,
page 31).
(4) Acquisitions, Developments and Related costs entail the company planning to acquire land (including raw and occupied land),
purchase old and abandon residential and commercial properties, tear them down and build anew such as single family homes (for sale and
for rent), multifamily apartments (affordable, market rate, co-living, shared, and workforce), condominiums (for sale and for rent),
establishing businesses and building around the United States such as Can You Spare A Dollar Store? $1.00 Stores, our Department Stores
such as Gilmo Gilmoni; Gilmour Mical; Gentlemen, Preps & Yuppies; Lord, July & Christmas; our shopping centers, GILMORE TOWER,
our mixed use developments, other retail stores and restaurants, hotels, low rises, mid rises and high rises, movie theaters, performing arts
centers, grocery stores like our concept GIL $ MART, a food and general merchandise store, etc.
Proceeds from this offering shall go to the above and aforementioned as outlined such as land, residential, commercial, and
businesses establishments, property acquisitions, etc., as an emerging growth company. Our main acquisitions entail buying land
(raw and occupied) in order to build a new or acquire old and abandon properties, tear them down, and build anew. Our company will NOT
rehab properties, fix and flip properties, fix and sell properties, fix and rent properties, sale properties, wholesale properties,
remodel properties, fix up properties, etc. The related costs involve residential brokerage, commercial brokerage, real estate brokerage,
real estate agent, real estate attorney, closing attorney, traveling to states to see land, acquire land, meet the owners and review
Gilmore | 30
neighborhood and demographics, research costs, land and property closing costs, our ability to quantify any of the expenses that we will
purchase, acquire, develop, build, construct, establish, etc., which will depend on size of deal, price, due diligence performed
(such as land appraisal, old and abandon properties appraisal, environmental, property condition reports, legal and accounting, etc.).
We expect all related costs to be correlated.
As an emerging growth company, our goal is to grow our company, create revenues for our company, split the profits of our company
through our subscribers, investors, members and stock holders (related to Regulation A, Tier 2), and design (via architecture) and build
new retail stores and restaurants, shopping centers, single family homes, multifamily apartments, condominiums, hotels, small performing arts
centers, mixed use developments, low rises, mid rises and high rises, and other establishment of businesses, goods, services, and products
as a fintech and proptech firm.
In the Table, on page 28, you will see, for example, acquisition, development and related costs of $10,000,000 based on 25% of the
capital raised and interests sold. Once $10,000,000 is raised, the Company will work on a mixed use project incorporating retail,
restaurants, residential, office, hotel and entertainment such as an arcade, indoor ice skating rink, bowling alley and movie theater
incorporated in our projects. The $10,000,000 will be leverage to build a $50,000,000 complex via debt / loan, and/or maybe five (5)
apartment building, totaling $50,000,000 for five complexes throughout Georgia, Mississippi, Louisiana, Florida, Alabama and Texas for example.
The same goes for the Interests Sold, such as outlined at 50%, 75% and 100% interests, such as $20,000,000, $30,000.000 and $40,000,000
respectively (See Table).
(5) Working Capital entails cost associated with our web development, marketing and working capital for the next 12 months.
(6) Legal and Accounting entails cost for accounting, audits, and legal fees associated with being a public company for the next 12 months.
The Use of Proceeds sets forth how we intend to use the funds under the various percentages of the related offering. All amounts listed
are estimates.
The net proceeds will be used for ongoing audits when due, legal and accounting, reserve capital, working capital for the creation
of a website, profit distributions to our stakeholders / subscribers / investors, and due diligence costs incurred in locating suitable land
and abandon properties for acquisition, purchase and construction, establishing businesses, etc., for the next 12 months, and costs associated
with acquiring such properties such as broker price opinions, closing costs, title reports, recording fees, accounting costs,
Gilmore | 31
and legal fees. We determined estimates for ongoing professional fees and operating expenses and due diligence based upon the
Managers various experiences in various industries such as real estate, philanthropy / nonprofit charities, and business planning,
design and development juxtaposed his extensive educational experiences.
As of May 24, 2019, although the Company has no income, no assets and no resources generated, the Manager Michael Gilmore plans
to utilize his personal credit cards, new lines of business cards and credits, etc., in order to post launch the Company
(Gilmore Homes Gilmore Loans, LLC) further, from leveraging $1,000 up to $10,000 via credit or cash withdrawals from his credit cards,
in order to successfully launch the company, advertise and market when approved and qualified, launch a website, business bank account,
pay initial accounting, audit and legal fees when money raised or borrowed, etc.
These expenditures will commence once the Company raise at least $100,000 (selling 2,000 shares at $50 per) or close to it.
Management will not receive any compensation for the efforts in selling our Class A Interests. He will only receive an Asset Management
Fee of 10%, when the company has assets, begin to have assets, and start building assets, which then the manager will be eligible for the
10%, which in the initial case will be $10,000 since this will be Gilmore fulltime job after the SEC ruling deemed approved and qualified.
If the Company sells at least 2,000 Class A Interests, we believe we will have sufficient funds to continue our filing obligations
as a reporting company for the next 12 months including further SEC and EDGAR filing fees, etc. We intend to use the proceeds of this
offering in the manner and in order of priority set forth above. We do not intend nor will the company use any proceeds to acquire other
assets, other businesses, or finance the acquisition of other businesses and properties.
Our Company will only acquire land (raw) and in case of old and abandon shopping centers (law and the buildings thereof) only to
tear down, design and construct our own properties such as apartments, shopping centers, hotels, condos, single family homes, retail stores
and restaurants, etc. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds
in connecting with this Offering, we will issue an amended Offering reflecting the new uses. In sum, in all instances, after the qualification
of this Form 1 A, the company will comply with its reporting obligations and its business plan.
Gilmore | 32
USE OF PROCEEDS
SUMMATION
In summation, the Use of Proceeds as an emerging growth company are as follows and above:
Note: The minimum 2,000 shares are not listed here in summation, but in Use of Proceeds p.30.
If 1,000,000 shares (100%) are sold (Next 12 months) ($50,000,000):
Planned Actions Estimated Cost to Complete
Purchase / Develop Real Estate / Establish Businesses $40,000,000
Operating Costs / Offering Expenses $55,000
Asset Manager Fee (10%, including staff paid out of fee) $4,944,500
Working Capital $400,000
Legal & Accounting $150,000
TOTAL $45,184,500
If 750,000 shares (75%) are sold (Next 12 months) ($37,500,000):
Planned Actions Estimated Cost to Complete
Purchase / Develop Real Estate / Establish Businesses $30,000,000
Operating Costs / Offering Expenses $55,000
Asset Manager/CEO Fee (10%, including staff paid out of fee) $3,744,500
Working Capital $300,000
Legal & Account $100,000
TOTAL $34,144,500
If 500,000 shares (50%) are sold (Next 12 months) ($25,000,000):
Planned Actions Estimated Cost to Complete
Purchase / Develop Real Estate / Establish Businesses $20,000,000
Operating Costs / Offering Expenses $55,000
Asset Manager Fee (10%, including staff paid out of fee) $2,495,000
Working Capital $200,000
Legal & Accounting $75,000
TOTAL $22,770,000
If 250,000 shares (25%) are sold (Next 12 months) ($12,500,000):
Planned Actions Estimated Cost to Complete
Purchase / Develop Real Estate / Establish Businesses $10,000,000
Operating Costs / Offering Expenses $55,000
Asset Manager Fee (10%, including staff paid out of fee) $1,244,500
Working Capital $100,000
Legal & Accounting $50,000
TOTAL $11,394,500
Gilmore | 33
SYNOPSIS FINANCIAL DATA
The following summary financial data should be read in conjunction with MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
and the Interim Financial Statements and Notes thereto, included elsewhere in this Offering. The statement of operations and balance sheet
data from inception of December 10, 2015 to December 31, 2015, through the periods of January 1, 2016 to December 31, 2016; January 1, 2017
to December 31, 2017; January 1, 2018 to December 31, 2018, and January 1, 2019 ending as of May 24, 2019 via these Interim financial
statements submitted in reference and filing for Regulation A, Tier 2. Per request and per permission, the Company
Gilmore Homes Gilmore Loans LLC, and Manager Michael L. Gilmore, will allow the Securities and Exchange Commission (SEC)
to access both his personal and business records and tax returns appertaining thereunto from the periods of 2015 to 2019 via
the Internal Revenue Service (IRS).
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
(Inception) 12/10/15
At
December 31, 2015
[December 10, 2015 to December 31, 2015]
TOTAL ASSETS $0.00
LIABILITIES AND MEMBERS EQUITY $0.00
LIABILITIES $0.00
CURRENT LIABILITIES $0.00
TOTAL LIABILITIES $0.00
TOTAL MEMBERS EQUITY $0.00
TOTAL LIABILITIES AND MEMBERS EQUITY $0.00
Revenues $0.00
Expenses $0.00
Net Income (Loss) $0.00
Earnings per Interests $0.00
_______________________________________________________________________________________________________________________________
Gilmore | 34
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
At
December 31, 2016
[January 1, 2016 to December 31, 2016]
TOTAL ASSETS $0.00
LIABIITIES AND MEMBERS EQUITY $0.00
LIABILITIES $0.00
Current Liabilities $0.00
TOTAL LIABILITIES $0.00
TOTAL MEMBERS EQUITY $0.00
TOTAL LIABILITIES AND MEMBERS EQUITY $0.00
Revenues $0.00
Expenses $0.00
Net Income (Loss) $0.00
Earnings per Interest $0.00
__________________________________________________________________________________________________________________________________
Gilmore | 35
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
At
December 31, 2017
[January 1, 2017 to December 31, 2017]
TOTAL ASSETS $0.00
LIABILITIES AND MEMBERS EQUITY $0.00
LIABILITIES $0.00
Current Liabilities $0.00
TOTAL MEMBERS EQUITY $0.00
TOTAL LIABILITIES AND MEMBERS EQUITY $0.00
Revenues $0.00
Expenses $0.00
Net Income (Loss) $0.00
Earnings per Interest $0.00
_________________________________________________________________________________________________________________________________
Gilmore | 36
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
At
December 31, 2018
[January 1, 2018 to December 31, 2018]
TOTAL ASSETS $0.00
LIABILITIES AND MEMBERS EQUITY $0.00
LIABILITIES $0.00
Current Liabilities $0.00
TOTAL LIABILITIES $0.00
TOTAL MEMBERS EQUITY $0.00
TOTAL LIABILITIES AND MEMBERS EQUITY $0.00
Revenues $0.00
Expenses $0.00
Net Income (Loss) $0.00
Earnings per Interest $0.00
___________________________________________________________________________________________________________________________________
Gilmore | 37
INTERIM FINANCIAL STATEMENTS (UNAUDITED)
At
May 24, 2019
[January 1, 2019 to May 24, 2019]
TOTAL ASSETS $0.00
LIABILITIES AND MEMBERS EQUITY $0.00
LIABILITIES $0.00
Current Liabilities $0.00
TOTAL LIABILITIES $0.00
TOTAL MEMBERS EQUITY $0.00
TOTAL LIABILITIES AND MEMBERS EQUITY $0.00
Revenues $0.00
Expenses $0.00
Net Income (Loss) $0.00
Earnings per Interest $0.00
____________________________________________________________________________________________________________________________________
Gilmore | 38
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
The following discussion and analysis should be read in conjunction with our interim financial statements (unaudited, allowed) and
the notes thereto contained elsewhere in this filing.
Critical Accounting Practices
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transaction period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for
public and private companies. We have elected to take advantage of this extended transaction period, and thus, our financial statements may
not be comparable to those of other reporting companies. Accordingly, until the date we are no longer an emerging growth company or
affirmatively opt out of the exemption, upon the issuance of a new or revised accounting standard that applies to our financial statements
and has a different effective date for public and private companies, we will disclose the date on which adoption is required for
non emerging growth companies and the date on which we will adopt the recently issued accounting standard.
Cautionary Statement Regarding Forward-Looking Statements
With the exception of historical matters, the matters discussed herein are forward looking statements that involve risks and
uncertainties. Forward looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net
income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed
in such forward looking statements. The following discussion of our financial condition and results of operations should be read in
conjunction with our interim financial statements and the related notes thereto appearing elsewhere herein.
Background Overview
Gilmore Homes Gilmore Loans, LLC was founded in the State of Mississippi on December 10, 2015 and registered, received its EIN
the same day (electronically). In July of 2016, the company and chief executive officer Michael Gilmore moved its headquarters and operations
to Atlanta, Georgia, for better opportunities, growth, personal and professional development, and entrepreneurship. On July 23, 2018,
Gilmore Homes Gilmore Loans, LLC filed with the State of Georgia its Certificate of Organization as a Domestic, Limited Liability Company.
We have no plans to change our business activities, to combine with another business or to not adhere to our business plan from the outset,
and we are not aware of any events or circumstances that might cause our plans to change. The Manager of the Company do not have any plans
or arrangements to enter into a change of control, business combination or similar transaction or to change management.
We will follow our Business Plan at all times.
Gilmore | 39
Gilmore Homes Gilmore Loans, LLC will allow our African American community and other minority and general communities
(we do not discriminate nor will we ever) to own an equity stake in assets that we acquire, build, develop, establish, etc., including
assets develop in their own respective communities around the US in select markets. We call this our Stakeholders Cultural, Historical
and Financial Impactful Roots Investments. Many citizens in the United States have a vested interest, including circulating the Billions
of dollars that flow outside of the community, unto the community, and this Offering and platform will allow such so that our community
can reflect on our roots: past, present and future.
The Company Gilmore Homes Gilmore Loans LLC, as a proptech and fintech, emerging growth company, overall strategy is to purchase
raw land and occupied land, in case of non operating, old, abandon and dilapidated residential and commercial properties in urban areas
around the United States, tear them down, and build single family homes, multifamily apartments, condominiums, retail stores and restaurants,
hotels, regional shopping centers and malls, neighborhood centers, other residential and commercial, hotels, low rise, midrise and
high rise development facilities, establishing businesses such as Can You Spare A Dollar? $1.00 Store and building a chain of dollar
stores around the nation, single family homes subdivisions, etc., for lease and sale (sale, only in homes and condominiums).
All of our business underpinnings are for profit and shareholder value to our stakeholders. We do not nor will not rehab, flip, fix or flop
such properties and developments nor invest in any other company or projects. All of our developments will be startup and ground-up,
newly constructed buildings.
Some of our projects will be traditional real estate transactions as noted above. Moreover, many of our projects will be community
impacting projects focused on generating wealth in minority communities while making a profit for Members of the Company. Additionally,
our Stakeholders Cultural, Historical and Financial Impactful Roots Investments, will be community based impactful projects focused on
generating wealth in minority communities while making a profit for Members of the Company. These impactful projects include establishing
over 84 businesses as an emerging growth company (See Company Subsidiaries and Growth Businesses).
The Company will be owned by the Manager and have a Membership which may include, but is not limited to, individuals, families, churches,
organizations, foundations, corporations, ventures, angels, opportunity zone funds and managers, private equity companies and individuals,
individuals retirement accounts, banks and other financial institutions, endowments, and pension funds. The Company hopes to offer its
Members the opportunity to earn a preferred annualized 10% return plus 50% of the Company realized profits which shall be distributed to
Members in proportion to each Members respective Capital Contribution.
The Manager, Michael L. Gilmore Development Co., and Gilmore Homes Gilmore Loans, LLC will exclusively manage the Company.
Gilmore | 40
Although we are currently searching for land, and land with old and abandon properties on it, juxtaposed looking at other funding
sources, we expect to finish and submit this Form 1 A on May 24 or 31, 2019 after working on it for four years from December 2015 to May 2019
with no solicitation, operating history or assets. After extensive research and reviews, we decided to launch a Regulation A, Tier 2
Offering to open up investment opportunities to both nonaccredited (limited) and accredited investors, instead of the Michael L. Gilmore
Development Co., other exclusive 506 Regulation D Offering (which never raise capital or pursued capital since its formation of January 9,
2006, still in business, due to lack of interest and lack of non advertisement or solicitation).
Gilmore Homes Gilmore Loans, LLC will not be aggressive in our purchases, development and business efforts until we are qualified
by the SEC juxtaposed until we raise the capital from this Offering. We expect that we will be finished with the process of qualification
by May 31, 2019 and commence our fundraising in June or July of 2019, or when the SEC rules. Thereafter, we will aggressively search for
properties. We hope that by the fall of 2019, we will have acquired our first property of land and commence building (pending on amount raise)
our first single family homes, multifamily apartments and/or working on Gilmore Tower, our most ambitious and largest project, which will
cost $200,000,000, which we will leverage $20,000,000 (10%) to $40,000,000 (20%) and commence debt and loan of $180,000,000 (10%) to
$160,000,000. This impact development project and job creator will consist of 50 Stories encompassing 184 retail stores and restaurants
(pending leases and LOI), 270 apartments (affordable, market rate, co living, co sharing, and workforce housing), 100 all suite
boutique hotel rooms with Rolls Royce services, an indoor ice skating rink, movie theater, 1,000 seat performing arts center, office spaces,
and grocery and pharmacy. The project is expect to generate between $10,000,000 to $50,000,000 a year, based on ALL of the aforementioned
implemented including ALL of our businesses and our private label VISA and MasterCard, which will be per annual membership based of $195.00
a year or ($16.23) a month, with No interests, No fees, No late fees, nor any other fees besides the Annual Membership Fee for the cards,
which we hope to enroll 255,000 consumers x $195.00 = $49,725,000 minus transactions fees, bank fees, Visa and MasterCard fees, etc.,
which will Net, after expenses of $19,725,000, $30,000,000. Consumers will have from 1 month to 12 months to pay off. At the end of the FY,
consumers must not have a balance, in order to renew fee for another year, which must be paid. This falls under our proptech and fintech
(specifically) operations (future). The purpose is to allow consumers to spend, visit, shop, stay, live, and work at the facilities
including our members to receive discounts at the facilities, which all are real estate related and relates to our business plan.
Note: The following development is for illustration only; there is no guarantee we will raise funds or the capital necessary to
implement (the above) real estate project.
Acquisition of abandon properties, land, development and businesses establishments will depend heavily and highly on our funding,
the availability of those funds, the availability of properties (land) that meet our investment criteria and the size of such underpinnings
to be acquired. As we search for properties (particular land), we intend to expend capital in accordance with our Use of Proceeds.
Gilmore | 41
If we raise the minimum amount of $100,000, we will incur expenses related with the operation of the Company and the continuing
expenses related to being a reporting company under the requirements of Tier 2, Regular A. To finish this Form 1 A, we believe we will need
a minimum of $1,000 to $5,000 up to $25,000 (500 shares, per 10 a share at $50 per, totaling $500) generating $25,000. Depending on how much
capital we raise, will depend on how much capital we will need for working capital and professional costs, services and fees. Our Manager
believes that if we only raise the minimum amount, very little will be needed for working capital. However, the more money is raised,
the more resources will be needed in order run the Company effectively and thus more working capital will be needed. Our Manager is
committed to raising and providing the $25,000 for the completion of this Form 1 A, and thereafter; however, unless we are able to raise
a minimal amount through this Offering. This commitment is not in writing. When the Manager raise and provides such capital it will most
likely be in the form of purchasing interests in the Company. Such terms and conditions have not been agreed to yet.
Note: Since 2015 up to 2019, our cash balance of Gilmore Homes Gilmore Loans, LLC is zero ($0) as of May 24, 2019. Our cash balance is
not sufficient to fund our limited levels of operations for any period of time. Thus, we may utilize the contributions of asset manager
and CEO Michael Gilmore, who can provide from $5,000 to no more than $10,000 in credit via his credit cards, cash advances, and personal
income. Additionally, the Hattiesburg University Foundation, a small affiliated 501(c)(3) non profit, tax exempt charity [EIN: 75 3156344],
whose revenues are $50,000 per annum or less, can provide funds up to $15,000, after Board of Directors approval via its impact social
investments initiatives in education, affordable housing and community development. The Hattiesburg University Foundation at its discretion
has informally agreed to advance funds as allowed to pay for offering costs, filing fees, and professional fees including Michael Gilmore
as lamented. However, the H.U. Foundation has no formal commitment, arrangement or legal obligation to advance loan funds to the company,
which we must pay back. In order to implement our plan of operations as outlined above for the next twelve month period, we will do our best
to keep costs low, adhere to costs, borrow and raise wisely, etc., which the $25,000 or more will allow us to scale operations, issue Class A
Interests certificates, advertise, and this Regulation A, Tier 2 filing and implementation.
With Gilmore Homes Gilmore Loans, LLC being an emerging growth company, although we have no assets, no income and no checking/
savings business accounts nor business charge/credit cards yet, including our limited operating history from 2015 to 2019, we will need
additional funding and financing, etc. Moreover, long term financing beyond the minimum and maximum amount of this Offering will be required
to fully implement our business plan. The exact amount of funding will depend on funding required and raised for full implementation of our
business plan. Our expansion will include more residential and commercial facilities and properties, hiring employees and managers, developing
a loyal customers and stakeholders base and growing profitable revenues juxtaposed our growing emerging businesses. Although our balance
sheet is zero, we do believe we will raise much needed capital through our Offering but not guaranteed. Moreover, we will NEVER cease
operations, but may suspend operations until we are able to raise capital during the 12 month period or afterwards.
Gilmore | 42
Much success will depend on Asset Manager and CEO Gilmore who will lead the Company and this Offering.
Operations Results
For the periods beginning December 2015 ending December 2015; January 1, 2016 to December 31, 2016 ending; January 1, 2017 to
December 31, 2017 ending; January 1, 2018 to December 31, 2018, and January 1, 2019 to May 24, 2019 current.
The Company Gilmore Homes Gilmore Loans, LLC generated no revenues for the periods December 2015 to December 2015 (beginning),
January 1, 2016 to December 31, 2016 ending, January 1, 2017 to December 31, 2017 ending, January 1, 2018 to December 31, 2018 ending,
and January 1, 2019 to May 24, 2019 current. We do not have any current activities. Moreover, we have generated expenses of $0 from inception
(December 10, 2015) to as stated, the time of application for this 1 A, Regulation A Offering, Tier 2, up to the 31 May 2019.
Total Expenses
From inception December 10, 2015 to present May 31, 2019, the Company has not generated any expenses.
Assets
The Company Gilmore Homes Gilmore Loans, LLC currently has no assets.
Credit
The Company Gilmore Homes Gilmore Loans, LLC may receive advance funds with responsibility to pay back with no commitments and
approvals at this time to launch up GH GL, LLC operations, website, offering, advertising and solicitations, etc. This will be provided
as credit by Manager Michael Gilmore from $1,000 to $5,000 up to $10,000 in crucial stages by the advancement of credit card debt,
cash advances, fund raising (not affiliated with this Offering until qualified) and personal income. Additionally, the Hattiesburg University Foundation,
with no commitment or formal agreement, may fund up to $15,000 in a loan with interest via its education, affordable housing and community
development social investment impact initiatives, as stated earlier. Therefore, the needed initial $25,000 in deferred offering costs can be
raised, where applicable and feasible, to support this Regulation A, Tier 2, 1 A application, offering and implementation.
Liabilities
The Company Gilmore Homes Gilmore Loans, LLC has no liabilities.
Gilmore 43
Liquidity and Capital Resources
As noted in this Circular Offering, the company has $0 in cash, $0 in assets, and $0 in liabilities. The Company hopes to
raise $50,000,000 in this Offering with a minimum of $100,000 in funds raised (even if the minimum is not raised but at least $25,000).
If we are successful though to raise the minimum amount of this Offering, we believe that such funds will be sufficient to fund our
expenses over the next twelve months (12 moths) which we currently estimate to be $120,000 (more or less) that will be financed by our
manager and the foundation (pending approval) in the event we raise less than $1,000,000. Although we intend on identifying residential
and commercial properties, our development pipeline and establishing our businesses with our proceeds, there is no guarantee that we will
acquire or start such investments. The growth will depend highly on our capital funding, the availability of those funds, investment criteria,
the availability of properties and land, etc. Upon the qualification of the Form 1 A, the Company plans to pursue its investment strategy of
single family homes, land, multifamily, commercial, and particular GILMORE TOWER (as explained earlier in this Circular Offering).
There can be no assurance of the Company ability to do so or that additional capital will be available to the Company. If so, the
Company investment objective of acquiring such residential and commercial underpinnings as noted will be adversely affected and the
Company may not be able to peruse any opportunity if it is unable to finance and leverage such opportunities. The Company currently has
no agreements, arrangements or understandings with any person, company, organization or foundation (except explained earlier in relations
to charity, but still no agreement or arrangement, just a potential source) to obtain funds through bank loans, lines of credit or any other
sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will
have a severe negative impact on its ability to remain a viable company.
Related Party Transactions
Since our Company Gilmore Homes Gilmore Loans, LLC formation, we have not raised capital. However, the Manager Gilmore will provide
up to $10,000 for the Company startup expenses, as explained previously. It is expected that the Manager will be reimbursed for these
expenses after adequate funds are raised. In exchange for services related to this Offering and the management of the Company, the Manager
will receive Class B Interests which are subordinated to our Class A Interests.
Going Concern Consideration, My Self Explanatory Opinion
Manager Michael Gilmore is providing unaudited, interim documentation and analysis including an explanatory paragraph in this report
on the accompanying interim financial statements (allowed by the SEC, Regulation A, Tier 2) regarding concerns that I believe might be our
inability to continue as a going concern. While I am not an auditor nor have the resources to afford an auditor at time of application,
but will once funds are raised, in my capacity, I have reseached, reviewed and communicated with the standards, rules, regulations,
Gilmore | 44
and procedures of submitting such interim, unaudited reports that align with preparing such reports appertaining to Regulation A,
1 A underpinnings, and the rules thereof which such is allowed (c)(1)(ii). Therefore, to the best of my ability with my extensive
business background but limited accounting background, including audits, I have submitted these statements truthfully, honest, and in
good faith appertaining to this Regulation A. Also, I have followed the U.S. Generally Accepted Auditing Standards in submitting the
interim financial statements and the interim audit hitherto, which an audit is forthcoming when resources and revenues permit and allow such.
Off Balance Sheet Arrangements
The Company Gilmore Homes Gilmore Loans, LLC does not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is material to investors and stakeholders.
Changes In and Disagreements With Accountants On Accounting and Financial Disclosure
N/A None; Interim / Unaudited allowed via Regulation 1 A, Tier 2 for Submission to the SEC.
Employee(s)
Currently, Michael L. Gilmore is the only employee as CEO and Manager, and has devoted a major portion of his working hours
to the Company without a salary or compensation. For more information, Please see DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS.
Initially, Mr. Gilmore will coordinate all of our business operations.
Mr. Gilmore has provided the initial working capital needed for the time and resources necessary for this application and the
formation of this Regulation A, Tier 2, derived from personal resources for expenses including research, references, SEC data, IRS and EDGAR.
Our Company plans to use consultants, attorneys, accountants, and other personnel, as necessary and do not plan to engage any additional
full time employees in the near future. If such employees are needed, they will be hired by Asset Manager Gilmore, and paid for their hourly
wages by Manager Gilmore including Executive Management, where applicable. The 10% fee allocated to Manager Gilmore will cover these expenses.
90% of all revenue, profit and income generated shall remain within the company and distribute to its developments, with profits distribute
to Members, stakeholders and/or Investors. Since Gilmore will not be paid a salary or direct compensation, he will be paid a 10% fee based
on performance, results, profits, etc., which will range from $10,000 up to $5,000,000 per year, based on the capital raised and the Interests
bought, only when residential and commercial properties including our businesses are in operation, physically established and generating
revenues.
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The Company Gilmore Homes Gilmore Loans, LLC believes the use of non salaried personnel allows us to extend our capital resources
as a variable cost as opposed to a fixed cost of operations. In other words, if we have insufficient revenues or cash available, we are in a
better position to only utilize those services required to generate revenues as opposed to having salaried employees. Any expenses related
to the Offering will be charged to the Company. For example, any costs associated with raising capital such as escrow and technology
fees will be borne by the Company. However, those costs associated with overall management of the Company and the management and
acquisition of properties shall be borne by the Manager except those capitalized expenses related to specific properties.
Company manager Gilmore is spending the time allocated to our business in handling general affairs of our Company such as
day to day operations without pay and fees, reviewing materials, reviewing EDGAR, SEC, and IRS materials as mentioned, contacting
auditors an attorneys to get a cost on the services needed for this Regulation A, my extensive amount of time writing, planning, researching
and preparing the filing of this Form 1 A, developing our business plan, researching investment opportunities, seeking capital injections
in other ways, outside of this Regulation A, Tier 2 offering, seeking properties, etc., with time for a successful raise.
INVESTMENT POLICIES OF COMPANY
In all types of investments that Gilmore Homes Gilmore Loans will undertake, our policies may be changed by our Manager
without a vote by Members.
We will seek out residential and commercial properties via developments such as single family homes, multifamily apartments,
shopping centers, hotels, condominiums, retail stores and restaurants, raw land or land with abandon properties on it, etc., throughout
the United States, specifically in urban communities and other minority communities including Opportunity Zones. We believe 100% of
our development portfolio will consist of real estate, at least 99% and 1% via our financial products and technology, as an emerging growth
company, proptech and fintech.
We intend to evaluate our investments and properties associated in the following manner:
(1) Obtain property information on its condition, estimated costs for development, and
feasibility of possible improvements;
(2) Using historical city data, rental and vacancy, if such information is available and useful;
(3) Obtain similar available information on the neighborhoods and communities where our
developments will build, obtain similar available information of comparable properties
and developments in the area including comps, sales prices, demographics, analyzing
rental rates, vacancy rates and operating expenses; review crime statistics for the area;
review school information, review any other relevant market information; and
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(4) Using the above information, perform analysis with hypothetical scenarios to determine
expected profit.
(5) We do intend to invest a lot of our capital including leveraging debt to acquire land,
build our retail stores and restaurants, develop our residential and commercial projects.
Further, potential investors should be advised:
a) We may issue senior securities at some time in the future
b) We may borrow money collateralized by our new properties up to 80% to 90%.
c) We have no intentions of flipping properties or investing in other properties and businesses.
d) We have no intentions of investing in the securities of other issuers for the purpose of control.
e) We have no intentions to underwrite securities of other issuers.
f) We may engage in personal products through Gilmore Loans, LLC and investments not real
estate related per say but a part of our subsidiaries and growth as an emerging company.
g) We may offer our securities in exchange for land and properties.
h) We may acquire other securities of other funds so long as those funds are real estate related.
i) We intend to make annual or other reports to security holders including 1Ks, 1SAs, 1Us, &
exit reports on Form 1Z as deemed necessary. Such reports will include the financial
statements.
Our policies for both investments and borrowing will be evaluated and updated for equity and returns.
POLICIES WITH RESPECT TO CERTAIN TRANSACTIONS
Our company Gilmore Homes Gilmore Loans, LLC policy with respect to our Manager Michael Gilmore concerning certain transactions
is as follows:
The company do not intend on issuing senior securities. We have no interest, currently, in underwriting securities of others or
purchasing securities or assets other than real property assets and securities, where applicable. We will own all of our properties and
will use our capital and new debt to finance our properties. Pending market conditions and consumers spending or leasing at our properties,
we hope never to have foreclosure upon us. In the event of foreclosure, which we hope never to bare, we may encumber restructuring or having
to sell a property, etc., to pay our creditors. Many of our properties will require bank financing or high leveraging financing, but we shall
not exceed 80%, which we will be required to put up 10% to 20% in equity and/or sponsor equity and cash. In all cases, financing will enable us in
successfully building our properties and businesses for profitability and an excellent return on investments.
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Conflicts of Interest
There are currently no conflicts of interest between the Company, our Manager, the Company subsidiaries and growth businesses,
and affiliates. The manager does not have any other investments outside of this offering. The manager is currently in the process of
designing, developing and soon distributing our growth companies, growth projects, and growth concerns appertaining to this Offering.
It is the intention of the Manager to focus any and all attention to this investment Offering herein upon qualification and thereafter.
i) Our manager does have the authority to invest the Company funds in other entities in
which our Manager or an affiliate has an interest, only in those interests that align with our
company policies, procedures, regulations, investment criteria and scope.
ii) Our company may not participate in nor align itself with anyone, person, company or
property that is detrimental to our ethics, philosophy, violation of law, Members, etc.
The Company will maintain the following policies to avoid certain conflict of interest:
i) Our Manager and its affiliates do not own or have an interest in properties adjacent
to those that we may acquire that may directly compete with such purchase property.
ii) No affiliate of the Company places mortgages for the Company or otherwise acts as a
finance broker or as insurance agent or broker receiving commissions for such services.
iii) No affiliate of the Company acts (a) as an underwriter for the offering, or (b) as a principal
underwriter for the offering thereby creating conflicts in performance of the underwriters
due diligence inquires under the Security Act.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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DESCRIPTION OF BUSINESS
BUSINESS HISTORY
Gilmore Homes Gilmore Loans, LLC is an emerging growth company which was founded on December 10, 2015 in Hattiesburg, Mississippi.
In July of 2016, the company relocated to Atlanta, Georgia. On July 23, 2018, the company established itself as a domestic limited liability
company in the State of Georgia. As an emerging real estate firm (proptech) and real estate related finance firm (fintech) incorporating
real estate, technology and financial services, the company is planning to disrupt the landscape by designing, developing and distributing
real estate, and providing products, goods and services related to real estate.
Since the company inception, GH GL, LLC has commenced only limited operations, primarily focused on its business plan, scope,
implementation, and organizational matters in connection with this offering by allowing both non-accredited and accredited investors to invest
equity into our company juxtaposed real estate projects and businesses. Currently, our limited company has a free operations website that
does not advertise as a Regulation A, 1 A Offering at http://www.gilmorehomes.wix.com/atlanta. Thus, we intend on generating revenues in
two ways: from our new real estate development assets and its long term hold investments, and our startup businesses related to real estate.
We have no plans to change our business plan, business activities, to combine with another business, company or project nor are we aware of
any events or circumstances that might cause our plans to change. Neither the Company or its Management have any plans or arrangements to
enter into a business agreement, a change of control, a business combination or similar transaction or to change management or the company
business goals, strategies, plans and philosophies as an emerging growth company.
As an emerging growth company, there are four benchmarks that make up Gilmore Homes Gilmore Loans, LLC Business Model.
They are: (1) Gilmore Homes, (2) Gilmore Loans, (3) Gilmore Businesses, and (4) Gilmore Tower. These business underpinnings will allow
our proptech and fintech firm to grow tremendously, pending demographics, market conditions, consumers spending and buying, the U.S. economy,
and raising large cash / equity injections.
In regards to #1 Gilmore Homes, the company will design and develop single family homes (for sale and for rent), condominiums (for sale
and for rent), shopping centers, hotels, etc.
In regards to #2, Gilmore Loans will provide (future) VISA / MasterCard, personal, business, student, car and home loans plus
low-cost renters, life, car, home and business insurances, all real estate related. These products will come much, much later in the future.
In regards to #3, Gilmore Businesses, the division will create retail stores and restaurants, etc.
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And, in regards to #4 Gilmore Tower, the division will create low rise, midrise and high rise, mixed use skyscrapers in Atlanta with plans
to scale around the United States, featuring retail, restaurants, residential, hotel, office, entertainment, movie theaters, and performing
arts venues.
PURPOSE AND MISSION
PURPOSE
The purpose of this business plan juxtaposed regulation A, Tier 2 offering is two folds:
FIRST, to define the direction of the business Gilmore Homes Gilmore Loans, LLC, its operations, plans and offerings, through goal
definition, so that the company, management, members and stakeholders can execute the strategies necessary for successful goal attainment.
SECOND, to describe Gilmore Homes Gilmore Loans, LLC performance, management, and offering as an emerging growth proptech and fintech
company incorporating the benchmarks of real estate, technology, and financial services following its strategic business plan, goals,
investments, developments, market, and current position, so that the necessary financing, capital and equity may be raised to pursue the
stated goals.
Pursuing the stated goals by GH-GL, LLC will be achieved by following the below strategies:
(1) Attract investors through our Regulation A, 1 A Tier 2 Offering, who will provide the
necessary capital to fund our operations, projects, developments, and businesses.
(2) Increase our offering when approved and qualified by the SEC for growth and profits
through strategic advertisement, solicitation, TV, radio and newspapers, and social mediums
such as Facebook, Instagram, LinkedIn, Twitter, YouTube, crowdfunding, etc.
(3) Solicit nonaccredited and accredited investors in addition to other individuals, companies,
businesses, foundations, corporations, angel, ventures, etc., to open an offering account.
MISSION
The mission of Gilmore Homes Gilmore Loans, LLC, as an emerging growth company, is to impact lives, citizenry and community
by empowering consumers through real estate, technology, and financial services exemplifying par excellent customer service and ethics
offering upscale, high quality products, goods and services, as a proptech and fintech firm.
BUSINESS OVERVIEW AND OBJECTIVES
As noted, Gilmore Homes Gilmore Loans, LLC does not currently generate any revenues nor have any real properties, assets nor
liabilities. Moreover, we do not lease or own any real property as a business. Although we have a free company website as indicated above
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(see the internet address on page 48), we do plan on developing an advance, security protective website for our company, operations and
Regulation A, 1 A, Tier 2 offering.
As an emerging growth company, we are offering the Preferred Interests herein on a minimum/maximum basis. The Company will raise a
minimum of $100,000 hopefully using proceeds from the Offering or prior to offering to purchase land and build our first 1 to 4 or 5 to 10 units,
multifamily apartments or single family residences. The company is looking at ventures, angels, private equity and hard money / asset based
loans, prior to offering, until approved and qualified by the SEC. The goal is to get a few properties built and operating cash flow. However,
with limited down payments and equity unavailable, it might be difficult. In regards to our business offering, we expect to use the offering to
pay for land, improvements and building additional projects and developments, based on a successful capital raise.
In Atlanta, Georgia and throughout the United States, there is an opportunity to create, build and operate a successful real estate
investment corporation. The Manager Michael Gilmore has recognized this opportunity, created the company, and after a four year delay since
the company was founded in 2015 and establishes as a LLC in the State of Georgia in 2018, has decided to go the route of finally creating a
Regulation A, Tier 2 Offering. The Company intends to provide new real estate investment opportunities, property development and management,
and emerging, startup businesses (real estate related) to investors interested in achieving financial success by taking advantage of the real
estate market across the country, but specifically in urban and opportunity zone areas and communities around the United States. Because of
opportunity zones, Gilmore Homes Gilmore Loans LLC, with the help of our investors and Members will turn real estate businesses into
profitable opportunities in creating a high return on investments.
Part of our company objectives is to seek out urban neighborhoods throughout the U.S., which do not have control of the dollars,
the real estate nor the businesses in the community. As a result, many non minorities are taking control and developing the areas who do
not share the same interests. This leads to displacement and gentrification. Thus, Gilmore Homes Gilmore Loans, LLC is the solution.
We will (1) Penetrate the real estate market by providing opportunities to both accredited and non-accredited investors interested in
achieving financial success by taking advantage of real estate opportunities, and (2) Increasing profits or the potential for profits
as allowed by marking conditions with various news mediums report that Atlanta, Georgia is a top 5 market in real estate, business
and raising capital, according to Inno Atlanta, the Atlanta Business Chronicle, the Atlanta Journal and Constitution (AJC) news, etc.
OUR COMPANY KEYS TO SUCCESS
Controversial Real Estate Topic
Gentrification is one of this 21st Century era greatest socioeconomic and part racial issues. This issue is so great that it touches
many minorities herein Atlanta, Georgia and around the United States. Despite this divide, it is Gilmore Homes Gilmore Loans, LLC goals to
design and develop residential and commercial real estate in these areas, create jobs and businesses in these areas, and to show
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communities of color through research and case studies how it is in their benefit to collaborate and partner with White stakeholders
in a public and private partnership. Many communities have been neglected for decades. The community should not get so angry that it
forgets the benefits of how a neighborhood can improve through affordable and market rate multifamily housing, new retail stores and
restaurants, etc.
Access
Gilmore Homes Gilmore Loans, LLC will share our opportunity with investors around the United States to have new access and to
invest in these types of projects that will give our investors and members high financial and socioeconomic returns. These philosophical
underpinning appertaining to business will make investors with a social impact mission feel good about investing and desire to help
transform and revitalize an area as long as it provides an excellent social and financial return on investment.
Measurable and Quantifiable Success
Our Company intends to identify and thus measure projects that benefit investors and communities around the nation.
These quantifiable metrics will be based on projects built and created, businesses built and created, jobs provided and created, and
revenues generated and profitable. Doing so through single family homes, multifamily, condominiums, retail stores and restaurants, shopping
centers, mixed use developments, low and high rises, etc., will give us meaningful attributes that can help demonstrate as keys to success
such as:
* The ability to recognize and define the best course of action;
* The consistent raising the bar for our developments and businesses productivity;
* The overall diligent efforts to regularly lower overall costs, expenses, and liabilities;
* The recruitment of experienced, talented, and qualified stakeholders and consultants;
* The plan to effectively market the highest quality of services of our Company to shareholders
* The ethics and service to work within our leasing scope for retailers, restaurants and office
tenants, residential and commercial brokers, loan officers, financial advisors, vendors, etc.,
which our Company can secure financing, develop a worthwhile project, and fulfill our needs.
Investment Strategy
Our company Gilmore Homes Gilmore Loans, LLC is seeking to invest in a diversified array of new development projects and
startup businesses within our portfolio of income producing real estate assets and real estate related assets throughout the United States,
specifically in the Southeast and Southwest with plans to scale to the West, Northeast and Northwest. Initially, the Company intends to build
a few single family homes and small apartments and work on GILMORE TOWER, our beginning large and extensive project that will provide the
most benefits, reap the most projects, and have the greatest impact on our investors and members.
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All of our projects will be new, ground up construction. Moreover, all of our projects and acquisitions must meet our investment objectives
and company philosophy. These underpinnings will be achieved by successfully raising and marketing our Regulation A, 1 A, Tier 2 Offerings
and the capital juxtaposed equity thereof.
In doing so, we believe that through our real estate underpinnings, there is an opportunity to create attractive total returns by
employing a strategy of designing, developing and distributing high yield real estate investments, having quality construction and desirable
locations which can attract quality tenants and financing, which these types of investments are generally located in central business districts
or metropolitan cities. We intend to invest in a diverse geography in order to reduce the risk of reliance on a particular market, location
or tenant.
Property Identification, Geographic Scope and Competition
Within the landscape of revitalization throughout American particular urban areas, government agencies, housing authorities,
private developers and companies, both profit and nonprofit businesses, foundations, associations and organizations, are task with supporting
affordable housing, economic development, community development and revitalization initiatives. Often these initiatives target specific
communities with specific criteria that resurrects or revives distressed neighborhoods. Now, Opportunity Zones Funds are being created to
undertake such. Therefore, the importance of Gilmore Homes Gilmore Loans, LLC Regulation A, Tier 2 Offering is to become well financial
capitalized through our nonaccredited and accredited investors, so that we can protect, preserve and prosper neglected neighborhoods,
communities and its citizenry through urban renewal and development via our real estate underpinnings, as we face competition. Competition is
great; however, we plan to still impact.
Underwriting
Once our Company identifies a subject property (raw land) or (occupied land) with an abandon residential or commercial property,
we will underwrite (purchase) if it meets stringent criteria and guidelines. This real estate process is driven by property valuations,
market feasibility assessments, time on market analysis, construction and development budgets, resulting loan to value limits, projected
protect timelines, and projected projects revenues, expenses and liabilities (Proforma).
Commencement of Project(s) and Leverage
Once Gilmore Homes Gilmore Loans, LLC finds a subject property which to develop, after conducting due diligence, negotiating price,
finding the right financial partner, and attracting New Markets Tax Credits (NMTC), HUD, FHA, Fannie Mae, Freddie Mac, Opportunity Zone
funds/QOZ, TOD/Transit Oriented, TAD/Tax Allocation, Housing Authority/LIHTC/Section 8 (in some cases), C-PACE, SMART, GREEN, ENERGY STAR,
LEED, SOLAR and Clean Tech components, tax incentives and financial investments (such as the aforementioned) in addition to
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successful underwriting, entitlements, permits, construction contracts and City of Planning approvals, etc., our emerging growth company
will commence the real estate development project. With our raised funds, we plan to leverage capital for growth.
For Sale and Rental Housing
A big profit margin of Gilmore Homes Gilmore Loans, LLC will be from our single family homes. The goal is to build around 5,000
homes around the United States. Once our in house architectural and general contractor teams are in place including hired construction
workers (on a contract basis), we will design, develop and distribute affordable housing in Atlanta and around the United States.
What will be so unique about Gilmore Homes is our price point and model. All of our homes will be under 900 square feet, the size of many
apartments. We expect to build homes and offer in house financing, which consumers can also use their banks and other financial mortgage
sources. When our company builds our homes, we anticipate the following profits over time: 100 homes @ $100,000 yielding gross of $10,000,000;
500 homes yielding gross of $50,000,000; 1,000 homes yielding gross of $100,000,000 million and 5,000 homes yielding gross of $500,000,000
million. The Company also plans to offer only 5, 10 and 15 year mortgages at 3.0% interest, with 3.5% down. We anticipate a very high demand,
which monthly notes will equal $550 a month, plus interest of $245 totaling $795 making a small, 3 bedroom, 2 bath, 2-story, 808 square
feet small home with no garages, all electric, very affordable. In addition, we plan to build the many small homes as continued rental income
going after affordable, making rate, co living, co sharing and workforce housing. Our rental homes will lease/rent for $999 per month.
None of our housing stock will be over $1,000 as notes, leases, rentals or purchases.
In sum, we expect that many of our Gilmore Homes that we sell will have outside down payment assistance and/or gap funding from
participating government housing agencies and authorities. We also will generate a waiting list for our new homes and provide reports to
our members, investors and stakeholders on a quarterly and/or yearly basis.
An Initial Real Estate Project Appertaining to our Regulation A Offering to Create and Build
As noted, this Offering involves the design, development and distribution of residential real estate (new, ground up construction
single family homes for sale and for rent, building single family subdivisions, building multifamily apartments, as affordable, market rate,
co living, co sharing and workforce housing, and condominiums for sale and for rent), and commercial real estate, new, ground up
construction, shopping centers, hotels, mixed use developments, low rises, mid rises, and high rises projects, retail stores and restaurants
such as Can You Spare A Dollar? $1.00 Stores, and Gil $ Mart, which will be chain stores around the U.S., etc.
The Company will NEVER acquire properties (except raw land or in cases of old, dilapidated and abandon residential and commercial
buildings), which will be torn down (tear downs) to make room for new, ground up development projects. The company will NEVER fix
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or flip properties, fix, flip or sell properties, fix, flip or rehabilitate properties, fix, flip or rent properties, acquire other properties,
invest in or acquire other projects or companies, etc.
Gilmore Homes Gilmore Loans, LLC will follow its Business Plan at all times and never deviate from it. We are an emerging growth
company juxtaposed proptech and fintech firm. The objectives, investments, strategies and benchmarks of our company is to BUILD and CREATE
residential and commercial real estate, startup businesses such as retail and restaurants, and offering financial services related to real
estate such as our private label Visa and MasterCard.
In addition to building and creating, our company is also focused on urban transformation and revitalization with its main focus
on creating jobs, businesses and services and turning, blighted community into urban oasis of luxury such as our forthcoming mixed use
developments like GILMORE TOWER (see within Offering Circular), which will consist of over 150 retail stores and restaurants, a 5 level
shopping center with ice skating rink, movie theater, a 1,000 seat performing arts center, office spaces, a 100 room, all-suite, boutique
hotel with Rolls Royce services, and grocery / pharmacy. These are just some of the examples our Members will participate in as Stakeholders,
with a 50/50 split of net profits after expenses, disbursed according to Preferred Interests and Interests in the developments. We will build
all across the United States in select markets and states, with a large minority and urban population.
Note: The preliminary discussion of GILMORE TOWER is for illustration purposes only. There is no guarantee that our Regulation A
Offering will be successful. Moreover, there is no surety that the project will be financed nor will our company Gilmore Homes Gilmore LLC
will have a successful capital raise. The initial concept for the $200,000,000 GILMORE TOWER project is slated first for Atlanta, Georgia
with plans to scale around the United States in downtown urban areas, which the developments will be mixed use encompassing retail,
restaurants, residential, hotel, office, grocery and entertainment. When our Regulation A Offering raises, for example, $10,000,000 to
$20,000,000 (after SEC approval and qualification), we will commence the project levering our equity to accumulate debt to build such luxury
edifice, that will include over 270 apartments and condominiums, 150 retail stores, 100 hotel rooms, etc., as noted earlier, via Split Profits
and Revenues to our Members and Interests.
This real estate project such as Gilmore Tower, our other projects, and emerging growth businesses are based on, and solely on,
a successful capital raise and Interests by prospective Members appertaining to our Regulation A, Tier 2 Offering, which a maximum of
$50,000,000 can be raised in a calendar year. It is our Company goals to aggressively pursue the maximum raise, which will help our firm
tremendously. Even if our Company can successfully raise from $1,000,000 to $10,000,000 or ($10,000,000 to $50,000,000), our business can
still be successful in building high rises, etc., encompassing retail, residential, hotel and leisure on a smaller scale.
Thus, with any investment, Members are always advised to consult their financial advisors, attorneys, etc., to participate in this
Offering and/or any other offering as real estate involves a high degree of risks (please peruse our risk factors again). As the Company
follows its Business Plan and Benchmarks, the goal, as an emerging growth company, is to allow both nonaccredited (limited)
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and accredited investors, to participate in such Offering, which many upscale mixed use developments such as high rises and mid rises
are not available to the general public.
In sum, it is our Company goal to transform urban areas and suburban areas around the United States. The creation of the
JumpStart Our Business Startups Act in concert with this Regulation A Offering will allow our emerging growth company to create businesses,
jobs and opportunities around the nation. Moreover, our Company will be in a position, pending a successful capital raise, to impact
citizenry and community with a mission driven social focus Consequently, we will aid/assist in making America neighborhoods great again
through real estate, technology and financial services as a proptech and fintech growth company.
Why Gilmore Homes Gilmore Loans, LLC, Why Choose Our A Offering, and Why Invest In Our Businesses and Projects?
There are real estate companies and there are real estate companies, and then, there is...well...The Real Estate company, Gilmore Homes
Gilmore Loans LLC, an emerging growth company. When you choose us and invest with us, you will know why we do what we do. We are a
mission driven, social impact proptech and fintech company that likes results, performance, and profits. Thus, we aim to create value
for our members, stakeholders and investors through our Regulation A, 1 A, Tier 2 Offering.
In any business venture, there are inherent risks. Moreover, those inherent risks carry both advantages and disadvantages.
When manager Gilmore started the Company and prepared the Offering, he wanted to attract both nonaccredited and accredited investors,
who can not only tolerate risks, but who can see the advantages that allow real estate emerging growth companies to overcome in spite of
the disadvantages. Thus, there are several key competitive advantages inherent to the Manager approach that significantly mitigate any
potential risk and facilitate a profitable venture. While the below list is not exhaustive, the following are but a few of the competitive,
market risk mitigating advantages:
(1). There is an increase demand for more affordable housing and market rate housing coupled by an already significant shortage of the product
as real estate prices and properties continue to rise.
(2). This demand for affordable and market rate housing is further compounded and artificially increased by the fact that there are
numerous government rental and home ownership programs available to assist individuals and families in securing housing, which they
otherwise could not afford.
(3). With this demands come an array of capital available. For example, according to Forbes, Real Estate Technology (or proptech)
is quickly becoming its own category in startup world. New VC firms have raised hundreds of millions of dollars to invest solely in
real estate tech. Top traditional VCs made huge bets on proptech companies. Some of the world largest landlords have built
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venture capital arms to get in on the action. In 2010, the total investment in real estate technology was estimated to be $33 million.
In 2017, over $5 Billion was raised (Forbes, Perry, 2018).
(4). In many cases and through our Offering, we may can attract venture capital funding via real estate advancing the route of
accredited investing, allowing us to raise and sell our securities for the maximum amount allowed such as $50,000,000, GH-GL, LLC goal,
plan and strategy.
(5). With local, state, and the federal government agencies directly involved in the revitalization efforts, funding and investments,
timelines are often expedited in terms of permitting, site inspections, etc. Additionally, these companies also bring equity and capital
to the table.
(6). GAP and BRIDGE funding and other such as private equity, hard money, and angels are also available in the capital stack.
With GAP funding, acting as a form of insurance against loss, it is available from many funding sources and local housing authorities for
development and businesses startup, ensuring that any potential loss in the transaction is offset.
(7). Significant community support and outreach is associated with the Manager revitalization activities, bringing in additional exposure,
revenues and advertising, which will attract media attention.
(8). Both government housing agencies and non profit NGOs have waiting lists of qualified buyers and qualified tenants for our
Gilmore housing stock as purchasers and renters.
(9). Our company will utilize many commercial and residential brokers for our mixed use developments, apartments, condos, etc.,
also minimalizing risk and providing advantages.
(10). With the right investments, team, management credentials and collective experiences, Gilmore Homes Gilmore Loans, LLC
will provide an opportunity for all Americans to participate such as accredited investors (with a high net worth and income) and for
non accredited investors (for little as $500 dollars), which these everyday Americans, who want to earn extra income, become an owner and/or
partner in something, and create wealth or the possibility of wealth in the process, can live out and reach the American Dream, a dream that
is still possible.
Due Diligence and Financing
After Gilmore Homes Gilmore Loans, LLC searches for properties (land) and identifies the location zone for Residential or Commercial,
we will secure the necessary financing with the help of our capital raise, sign a contract and place an escrow deposit to be held with
the designated escrow agent. The company will take the minimum time necessary to complete all due diligence to the properties we acquire
and build upon including: site inspection, site improvements, reviewing future applicants and leases, qualifying applicants,
Gilmore | 57
obtaining LOI for retailers and restaurants for our new shopping centers, reviewing projected income and expenses and preparing
documentation for the SEC, our investors, members and stakeholders.
In doing so, our Company will position itself for favorable financing and begin the process of designing, developing and distributing
real estate impacting urban areas with quick exit strategy.
TAX TREATMENT OF COMPANY AND ITS GROWTH SUBSIDIARIES
The following is a summary of certain relevant federal income tax considerations resulting from an investment in the Company,
but does not purport to cover all of the potential tax considerations applicable to any specific purchaser. Prospective investors are urged
to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax
situation and potential changes in applicable law.
Taxation of Undistributed Fund Income (Individual Investor)
Under the laws pertaining to federal income taxation of Partnerships, no federal income tax is paid by the Company as an entity.
Each individual Member reports on his or her federal income tax return, for his/her distribute share of Fund income, gains, losses,
deductions and credits, whether or not any actual distribution is made to such Member during a taxable year. Each individual Member may
deduct his/her distribute share of Fund losses, if any, to the extent of the tax basis of his Interests at the end of the Company year in
which the losses occurred. The characterization of an item of profit or loss will usually be the same for the Member as it was for the Company.
Since individual Members will be required to include Fund income in their personal income without regard to whether there are distributions
of Fund income, such investors may become liable for federal and state income taxes on Fund income even though have received no cash
distributions from the Company with which to pay such taxes.
Tax Returns
Annually, the Company will provide the Members sufficient information from the Company informational tax return for such
persons to prepare their individual federal, state, and local tax returns. The Company informational tax returns will be prepared
by certified public accountants selected by Manager Gilmore.
Unrelated Business Taxable Income
Interests may be offered and sold to certain tax exempt entities (such as qualified pension or profit sharing plans) that
otherwise meet the investor suitability standards described elsewhere in this Offering Circular (See Investor Suitability Standards).
Such tax exempt entities generally do not pay federal income taxes on their income unless they are engaged in business which generates
unrelated business taxable income, as the term is defined by Section 512(a)(1) of the Code.
Gilmore | 58
Under the Code, tax exempt purchasers of Interests may be deemed to be engaged in an unrelated trade or business by reason of rental
or capital gains income earned by the Company Although rental and capital gains income (which will constitute the primary sources of Fund
income) ordinarily do not constitute unrelated business taxable income, this exclusion does not apply to the extent interest income is
derived from debt financed property.
To increase Fund profits or increase Fund liquidity, the Manager may borrow funds in order to develop and acquire properties.
This leveraging of the Company new property portfolio will constitute an investment in debt financed property will be unrelated
business income taxable to ERISA Plans. Unrelated business income is taxable only to the extent such income from all sources exceeds
$1,000 per year. The resulting tax, known as UBIT or Unrelated Business Income Tax is imposed based on the income tax brackets that
apply to trusts. Such brackets are high, and can quickly approach 0% (before taking state and local income taxes into account) on fairly
small amounts of income (i.e. net income over $12,400). The remainder of a tax exempt investors income will continue to be exempt from
federal income taxes to the extent it complies with other applicable provisions of law, and the mere receipt of unrelated business income
will not otherwise affect the qualification of an IRA or ERISA plan under the Code. The Manager does anticipate that the Company will earn
income, based on its acquisition of leveraged rental properties (where applicable) that might be treated as UBTI and therefore subject to
UBIT.
The trustee of any trust hat purchases Interests in the Company should consult with his tax advisors regarding the requirements
for exemption from federal income taxation and the consequences of failing to meet such requirements, in addition to carefully considering
his fiduciary responsibilities with respect to such matters as investment diversification and the prudence of particular investments.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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COMPANY SUBSIDIARIES AND EMERGING GROWTH BUSINESSES
Gilmore Homes Gilmore Loans, LLC, a proptech and fintech emerging growth company will own the following businesses, which are our
subsidiaries, a part of our Regulation A, 1 A, Tier 2 Offerings.
All or our Members under our Regulation A Offering who buy Interests (Shares) in the Company via its Offering will own and
participate in the below subsidiaries and emerging growth businesses, which are divisions of our company GH GL, LLC, and the
Michael L. Gilmore Development Co., and profits, revenues and interests will be distribute according to the purchases and percentages
of interests bought in the company and offering.
The following company subsidiaries and emerging growth businesses do not indicate when and where they will be built or in order
of development preference or location to be built. In case of a successful $20,000,000 to $50,000,000 Capital Raise via our Regulation A,
Tier 2 Offering, 95% of these subsidiaries will occupy GILMORE TOWER in Atlanta, Georgia, which the capital raised will be used to
leverage debt of $200,000,000 (less or more) to build the 50 Story, mixed use development high rise. Thus, a successful, capital equity
raise will indicate what and when to build and give us the resources to build and develop.
PROJECT TO BE BUILT: MALL OF ATLANTA @ GILMORE TOWER
Company Owned Stores & Restaurants / Divisions & Subsidiaries Atlanta, Georgia
The Umbrella Companies of GILMORE HOMES GILMORE LOANS, LLC
NOTE: This may be our 1st or major project built pending on a successful raise besides homes and apartments. Most are real estate commercial
businesses and projects, and real estate related.
Anchor Department Stores
GILMO GILMONI Department Store 10,000 sf
GENTELMEN, PREPS & YUPPIES Department Store 10,000 sf
GILMOUR MICAL Department Store 10,000 sf
LORD, JULY & CHRISTMAS Department Store 10,000 sf
Total: 40,000 sf
Arcadia and Amusements
MALL OF ATLANTA @ GILMORE TOWER Indoor Amusement Park 6,000 sf
MALL OF ATLANTA @ GILMORE TOWER Arcadia 2,000 sf
MALL OF ATLANTA @ GILMORE TOWER Ice Skating Rink 6,000 sf
BOWLING BYSTANDERS Bowling Alley 3,000 sf
Total: 17,000 sf
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Automobile Rental
RENT A GIZMO LUXURY Nationwide Car Rental 1,500 sf
Total: 1,500 sf
Apparel Men
GIL & FERG BROTHERS Clothiers 1,500 sf
CLAUDE JACKSON Big & Tall 1,500 sf
BERT, JAMES, TIMOTHY & MICHAEL Men Store 1,500 sf
Total: 4,500 sf
Apparel Women
THE PAMPERED WOMAN 1,500 sf
THE PAMPERED WOMAN PLUS 1,500 sf
MISSISSIPPI BELLE Lingerie 1,500 sf
RUBY & RUTH Women Store 1,500 sf
Total: 6,000 sf
Apparel Men & Women
URBAN SWAG COUTURE 1,500 sf
UTIMO, UTIMONI Jeans & T-Shirts 1,500 sf
MOODY & MAYFIELD Clothiers 1,500 sf
THE SPORTS ELITEST Athletic Wear 1,500 sf
THE AMERICAN ATHLETE / THE PHENOMINAL ATHLETE 1,500 sf
Total: 7,500 sf
Apparel Children & Teens
TEEN GEEKS 1,500 sf
SILVER SPOONS & TRUST FUNDS Children Apparel 1,500 sf
ASHLEY NICOLE Clothiers 1,500 sf
SPOIL BRATS 1,500 sf
Total: 6,000 sf
Accessories
THE BAG LADY Accessories 1,500 sf
PAMPERED GIRL 1,500 sf
Total: 3,000 sf
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Appliances, Electronics, Food, Decor & Furniture, General
GIL*MART 6,000 sf
Total: 6,000 sf
Audio, Video, Music, Records & Games
DISC JOCKEY Compact Discs Store 1,500 sf
GILMORE RECORDS & RECORDING STUDIO 1,500 sf
LETS TRADE GAMES / HE GOT GAME Shop 1,500 sf
GAMES & SNEAKS 1,500 sf
IGITS, ISICS & IGITALS HiTech Store 1,500 sf
MUSICWAVE 1,500 sf
RECORDWAVE 1,500 sf
VIDEOWAVE 1,500 sf
Total: 12,000 sf
Banks & Financial Services (Banks and Credit Unions Not Part of Regulation A)
BANK OF ATLANTA / BANK OF ATLANTA CREDIT UNION 2,500 sf
MICASU, GILMORE & WUNG Bank 2,500 sf
MALL OF ATLANTA OUTLETS / GILMORE TOWER Visa / MasterCard services
and GILMO GILMONI, MICAL GILMOUR, LORD, JULY& CHRISTMAS, GENTLEMEN, PREPS & YUPPIES Department Stores Visa/MasterCard,
Store Charge Cards (Private Label)
(Mall Office Space in Tower) 2,500 sf
Total: 7,500 sf
Bakery, Candies and Cookies
THE SWEET TOOTH / MY SWEET CRAVE Candy Shop 1,500 sf
CHOCOLATE CRAVINGS Chocolatiers 1,500 sf
Total: 3,000 sf
Beauty & Barber Services
SWAG BOYS Barber Shop 1,500 sf
ATLANTA A&T UNIVERSITY College of Cosmetology 3,500 sf
WIKAR, GIKAR & MIKAR Salon 1,500 sf
Total: 6,500 sf
Beauty Supply Store
BEAUTYWAVE 1,500 sf
Total: 1,500 sf
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Bride, Groom, Prom & Formalwear
BERT & RUBY Bridal 1,500 sf
BARRACK & MICHELLE Formalwear 1,500 sf
Total: 3,000 sf
Books
BOOK BRAINS & BOOK SMART 1,500 sf
Total: 1,500 sf
Brims, Caps & Hats
SWAG HEADS 1,500 sf
ATLANTA & HARLEM RENAISSANCE DEBONAIRS 1,500 sf
Total: 3,000 sf
Cinema & Movie Theater
G CINEMA 5,000 sf
MLG Theaters 5,000 sf
Total: 10,000 sf
Cellphones
CELLULARWAVE 1,500 sf
Total: 1,500 sf
Cleaners
GILMORE TOWER / MICAL GILMOUR HOTEL / MALL OF ATLANTA CLEANERS 1,500 sf
Total: 1,500 sf
Computers
GILMORE MILLENNIUM 21 Brand Computers 1,500 sf
COMPUTERWAVE Computer Store 1,500 sf
Total: 3,000 sf
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Copy, Photo, Print & Camera
COPYWAVE Copier 1,500 sf
PHOTOWAVE Photo Store 1,500 sf
PRINTWAVE Print Shop 1,500 sf
THE SMILE SHOP Camera Store 1,500 sf
Total: 6,000 sf
Cosmetics & Fragrances
SPOILED GIRLS & FRESH BOYS Fragrances 1,500 sf
GLAM squad, GLITS squad & GENTS squad Cosmetics 1,500 sf
Total: 3,000 sf
Diamonds & Jewelry
GILMORE, JACKSON, JONES & MILLER Jewelers 1,500 sf
Total: 1,500 sf
Dollar Store
CAN YOU SPARE A DOLLAR? $1.00 Stores 2,500 sf
Total: 2,500 sf
Entertainment & Tickets
MALL OF ATLANTA PERFORMING ARTS CENTER 1,000 Seats
TICKETBOY Ticket Office
MALL OF ATLANTA / GILMORE TOWER / MICAL GILMOUR HOTEL VALET
Entertainment, Valet & Mall Parking
$5.00 Everyday Parking Garages (Hotel, Shopping Center, Apartments, Condos, Office, Public)
$5.00 Day of Concerts and Events & after 5:00 pm
$20.00 Valet
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Food & Beverage, Restaurants
SIPPI Ice Cream, Yogurt & Smoothies 1,500 sf
TASTE OF ATLANTA Buffet Restaurant 2,000 sf
LEE WUNG BRUCE Chinese Fastfood 1,500 sf
BLUE CHEESE & HOT WINGS Fastfood 1,500 sf
AMERICAN ITALIAN PIZZERIA & BUFFET 2,000 sf
ATLANTA SOUTHERN FRIED CHICKEN Fastfood 1,500 sf
SANDWHICHES MATTER 1,500 sf
SNACKS EXPRESS Convenience Store 1,500 sf
BURGER ATTACK Fastfood 1,500 sf
CUP OF TEA Fine Dining Restaurant (Atop MG Hotel) 2,500 sf
THE COURTYARD STEAK & SEAFOOD (MG Hotel ) 2,500 sf
THE BREAKFAST NOOK Restaurant, 24 hrs (MG Hotel ) 2,500 sf
MY BUDDY, BARBEQUE, BEER & SPORTS Restaurant 2,000 sf
Total: 24,000 sf
Gifts, Luggage, Leather & Specialty Items
GIZMOS, GILMOS & GADGETS Gift Store 1,500 sf
MICHAEL GILMORE / MG Bags, Leather & Luggage 1,500 sf
Total 3,000 sf
Health & Beauty
THE SPA @ MG HOTEL & RESIDENCES / GILMORE TOWER
THE FITNESS CENTER @ MG HOTEL & RESIDENCES / GILMORE TOWER
THE INDOOR & OUTDOOR SWIMMING POOL @ MG HOTEL & RESIDENCES / GILMORE TOWER
THE BAR @ MG HOTEL & RESIDENCES / GILMORE TOWER
THE BASKETBALL COURT @ MG HOTEL & RESIDENCES / GILMORE TOWER
Hotel & Leisure / Residential Tower
THE MICAL GILMOUR HOTEL & RESIDENCES @ GILMORE TOWER
ROLLS ROYCE Services, Valet, Indoor & Outdoor Pool, Spa, Fitness Center, Business Center, Room Service, Restaurants, etc.
Shoes Men
FOOTWAVE 1,500 sf
GILMO 1,500 sf
Total: 3,000 sf
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Shoes Women
LADY FOOTWAVE 1,500 sf
THE GOLDEN SLIPPER 1,500 sf
Total: 3,000 sf
Shoes Men & Women
MIKEMO GILKEMO Shoes 1,500 sf
Total: 1,500 sf
Shoes Kids & Children
KIDS FOOTWAVE 1,500 sf
Total: 1,500 sf
Toys
BANKHEAD & BUCKHEAD Toys 1,500 sf
Total: 1,500 sf
Partial, REAL ESTATE DEVELOPMENTS & REAL ESTATE RELATED PROJECTS
GILMORE HOMES (Single Family Homes) Up to 1,000 sf
GILMORE SUBDIVISIONS (Subdivisions, For Sale and For Rent)
(Prices $99,900 Homes and $999 leases) Up to 1,000 sf
GILMORE APARTMENT HOMES (Multifamily Apartments) Up to 1,000 sf
(Affordable, Market Rate, Shared, Co Living and Workforce Housing Stocks)
GILMORE TOWER Residential & Commercial
(Mixed use low rise, midrise and high rise)
LAND ACQUISITIONS Purchases of raw lands in Atlanta & around the U.S.
GILMORE LOANS, LLC. (Our Visa & MasterCard, Private Label Brands)
(Credit and charge cards will be our first real estate financial services product)
The cards will serve our Members as well as the Public, for staying at hotel & shopping at mall.
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SUMMARY OF OPERATING AGREEMENT
The Operating Agreement, in the form attached hereto as Exhibit C is the governing instrument establishing the terms and conditions
pursuant to which the Company will conduct business and the rights and obligations between and among the Members and the Manager, as well
as other important terms and provisions relating to investment in the Company: GH GL, LLC. A prospective Member is expected to read and
fully understand the Operating Agreement in its entirety prior to making a decision to purchase Interests. The following is a brief and
very limited / synopsis summary of the terms of the Operating Agreement and is qualified in its entirety by reference to the Operating
Agreement.
Profits and Losses
Losses for any fiscal year shall be allocated among the Members in proportion to their positive Capital Account balances, until the
balance of each Capital Account equals zero. Thereafter, all loses shall be allocated in accordance to each Members respective Percentage
Interest in the Company. Profits will first be allocated pro rata to the Members in accordance with the amount of Losses previously allocated
if such previous Losses were not offset by Profits. Thereafter, Profits shall be allocated in accordance with actual distributions of
Preferred Returns, and then Profits shall be allocated 50% to the Members (in proportion to their respective Percentage Interests) and 50%
to the Manager.
Operating Cash Distributions
Except as provided elsewhere in the Operating Agreement, Operating Cash Flow of the Company shall be distributed to the Members
monthly, so long as the Manager determines it is available for distribution, in the following order:
First, to the Members, pro rata in accordance with their percentage interests in the Company 9as defined in the Operating Agreement
Percentage Interests), until all Members have received a cumulative, non-compounded preferred return of 10% per annum on their Capital
Contributions.
Second, fifty percent (50%) to the Members in proportion to their respective Percentage Interests, and fifty percent (50%) to the Manager and
CEO.
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Voting Rights of the Members
The members will have no right to participate in the management of the Company and will have limited voting rights. Members shall
have the right to vote only on the following matters:
Admission of Additional Members: Upon the Company obtaining Capital Contributions of $50,000,000, the Manager shall not admit any
person as a Member, other than as a substituted Member, without the consent of the Manager and the Members holding all of the interests.
Removal for Cause: The Members, by an affirmative vote of more than 75% of the Class Interests entitled to vote, shall have the right
to remove the Manager at any time solely for cause. For purposes of the Operating Agreement, removal of the Manager for cause shall mean
removal due to the:
(i) conviction or civil judgment for gross negligence or fraud of the Manager,
(ii) conviction or civil judgment for willful misconduct or willful breach of this Operating Agreement by the Manager,
(iii) bankruptcy or insolvency of the Manager,
(iv) misappropriate of funds, failing to disclose the true and accuracy of profits and losses, and/or
(v) a conviction of a financial or corporate felony by Michael L. Gilmore or Michael Gilmore, (the same person, different name abbreviations).
If the Manager or an Affiliate owns any Class A Interests, the Manager or the Affiliate, as the case may be, shall not participate in any
vote to remove the Manager.
Vacancy of Manager: Any vacancy caused by the removal of the Manager shall be filled by the affirmative vote of the Members holding
a majority of the Class A Interests at a special meeting called for that purpose.
Dissolution of the Company: The Members holding 75% of the Class A Interests can vote to dissolve the Company. However, the Company
can be dissolved as a result of other actions that do not require the vote of the Members, as set forth in the Operating Agreement.
Gilmore | 68
Change to Member Distribution Structure: Any proposed change to the Member distribution structure will require approval by Members
holding 100% of the Company. A non response by a Member shall be deemed a vote that is consistent with the Managers recommendation with
respect to any proposal.
Amendment of Operating Agreement: The Operating Agreement may be amended or modified from time to time only by a written instrument
adopted by the Manager and executed and agreed to by the Members holding a majority of the Class A Interests; provided, however,
That: (i) an amendment or modification reducing a Members allocation or share of distributions (other than to reflect changes otherwise
provided by the Operating Agreement) is effective only with that Members consent; (ii) an amendment or modification reducing the required
allocations or share of distributions or other measure for any consent or vote in the Operating Agreement is effective only with the consent
or vote specified in the Operating Agreement prior to such amendment or modification; and (iii) an amendment that would modify the limited
liability of a Member is effective only with that Members consent. The Operating Agreement may be amended by the Managers without the
consent of the Members; (i) to correct any errors or omissions, to cure any ambiguity or to cure any provision that may be inconsistent
with any other provision hereof or with any subscription document; or (ii) to delete, add or modify any provision required to be so deleted,
added or modified by the staff of the Securities Exchange Commission or similar official, when the deletion, addition or modification is
for the benefit or protection of any of the Manager and/or Members.
The Class A Interests are not limited or qualified by the rights of the holders of the Class B Interests on those matters in which
the Class A Members have a right to vote.
Death, Disability, Incompetency or Bankruptcy of a Member
In the event of death, disability, incapacity or adjudicated incompetency of a Member or if a Member becomes bankrupt, the Member
shall become disassociated. Immediately on mailing a notice of Disassociation sent by the Manager to a Members last known address, unless
the reason for Disassociation can be and is cured within sixty (60) days, a Member will cease to be a Member of the Company and shall
henceforth be known as a Disassociated member. Any successor in Interest who succeeds to a Members Interest by operation of law shall
henceforth be known as an Involuntary Transferee.
Subsequently, the Disassociated Members right to vote or participate in management decisions will be automatically terminated.
A Disassociated Member (or its legal successor) will continue to receive only the Disassociated Members Economic Interest in the Company,
unless the Dissociated Member and/or Involuntary Transferee elects to sell its Interest to the Manager or Memberss
Gilmore | 69
(Purchasing Member) or to a third party buyer (Voluntary Transferee) according to procedures in the Operating Agreement; and/or a Voluntary
or Involuntary Transferee seeks admission and is approved by the Manager as a Substitute Member.
Limits on Managers Liability; Indemnification
The Manager will be fully protected and indemnified by the Company against all liabilities and losses suffered by the Manager
(including attorney fees, costs of investigation, fines, judgments and amounts paid in settlement, actually and reasonably incurred by
the Manager in connection with such action, suit or proceeding) by virtue of its status as Manager with respect to any acts or omissions,
except that expenses incurred by the Manager with respect to claims for fraud, breach of fiduciary duty, gross negligence, bad faith or
a material violation of the Operating Agreement shall not be advanced to the Manager unless it is adjudicated in its favor. The provisions
of this indemnification will also extend to all managers, Members, affiliates, employees, attorneys, consultants and agents of the Manager
for any action taken by it on behalf of the Manger pursuant to the Operating Agreement.
Other Activities of Manager: Affiliates
The manager need not devote its full time to the Company business, but shall devote such time as the Manager in its discretion,
deems necessary to manage the Company affairs in an efficient manager. Subject to the other express provisions of the Operating Agreement,
the Manager, at any time and from time to time may engage in and possess interests in other business ventures of any and every type and
description, independently or with others, including ventures in competition with the Company, with no obligation to offer to the Company
or any Member the right to participate therein, although such underpinnings will be limited and rare. We will concentrate more on our
developments, businesses, projects and real estate related transactions outlined in this agreement, circular and operations. The Company
may transact business with any Manager, Member, officer, agent or affiliate thereof provided the terms of those transactions are no less
favorable than those the Company could obtain from unrelated third parties.
Transfer of Interests
A member may assign his or her (its) Interests only and only if certain conditions set forth in the Operating Agreement are satisfied.
Except as otherwise consented by the Manager, the assignee must meet all suitability standards and other requirements applicable to other
original subscribers and must consent in writing to be bound by all terms of the Operating Agreement.
Gilmore | 70
In addition, the Company must receive written evidence of the assignment in a form approved by the Manager and the Manager must
have consented in writing to the assignment. The Manager may withhold this consent in its sole and absolute discretion. Prior to the
Managers consenting to any assignment, the Member must pay all reasonable expenses, including accounting and attorney fees, incurred
by the Company in connection with the assignment.
Withdrawal and Redemption Policy
No Member may withdraw within the first 12 months of a Members admission to the Company. Thereafter, the Company will use its best
efforts to honor requests for a return of capital subject to, among other things, the Company (then) available cash flow, financial condition,
and approval by the Manager. The maximum aggregate amount of capital that the Company will return to the Members each calendar year is limited
to 5.0% of the value of the assets of the Company as of December 31 of the prior year. Notwithstanding the foregoing, the Manager may, in its
sole discretion, waive such withdrawal requirements if a Member is experiencing undue hardship.
Members may submit a written request for withdrawal as a Member of the Company and may receive a 100% return of capital provided that
the following conditions have been met: (a) the Member has been a member of the Company for a period of at least (12) months; and (b) the
Member provides the Company with a written request for a return of capital at least ninety (90) days prior to such withdrawal
(Withdrawal Request).
The Company will not establish a reserve from which to fund withdrawals of Members capital accounts and such withdrawals are subject
to the availability of cash in any calendar quarter to make withdrawal distributions (Cash Available for Withdrawals) only after:
(i) all current Company expenses have been paid (including compensation to the Manager, Manager and its affiliates as described in this
Offering Circular); (ii) adequate reserves have been established for anticipated Company operating costs and other expenses and advances
to protect and preserve the Company investment in Properties; and (iii) adequate provision has been made for the payment of all monthly
cash distributions owing to Members.
If at any time the Company does not have sufficient Cash Available for Withdrawals to distribute the quarterly amounts due to all
Members that have outstanding withdrawal requests, the Company is not required to liquidate any Properties for the purpose of liquidating
the capital account of withdrawing Members. In such circumstances, the Company is merely required to distribute that portion of the Cash
Available for Withdrawals remaining in such quarter to all withdrawing Members pro rata based upon the relative amounts
Gilmore | 71
being withdrawn as set forth in the Withdrawal Request.
Notwithstanding the foregoing, the Manager reserves the right to utilize all Cash Available for Withdrawals to liquidate the
capital accounts of deceased Members or ERISA plan investors in whole or in part, before satisfying withdrawal requests from any other
Members. The Manager also reserves the right, at any time, to liquidate the capital accounts of ERISA plan investors to the extent the
Manager determines, in its sole discretion, that any such liquidation is necessary in order to remain exempt from the Department of
Labor plan asset regulations.
Exit Strategies
The Manager does not have an exit strategy currently, as it intends to operate the Company in perpetuity. Members should view
investing in the Company and its projects as a long term investment with the ability to withdraw only within the policies outlined herein.
Dissolution of the Company, Liquidation and Distribution of Assets
The Company shall be dissolved upon the first to occur of the following events: (i) the happening of any other event that makes it
unlawful, impossible or impractical to carry on the business of the Company, (ii) the vote of the Members holding an aggregate Percentage
Interest of more than 75%, or (iii) the Manager ceases to be a Manager of the Company and a Majority of Interest of the Members elect not
to continue the business of the Company.
Power of Attorney
By becoming a party to the Operating Agreement, each Member will appoint the Manager as his or her attorney in fact and empower
and authorize the Manager to make, execute, acknowledge, publish and file on behalf of the Member in all necessary or appropriate places,
such documents as may be necessary or appropriate to carry out the intent and purposes of the Operating Agreement.
Accounting Records and Reports
The Company shall engage an independent certified public accountant or accounting firm, at the discretion of the Manager, to act as
the accountant for the Company and to audit the Company books and accounts as of the end of each fiscal year. As soon as practicable after
the end of such fiscal year, but in no event later than 120 days after the end of such fiscal year, the Manager shall provide to each
Member and to each former Member who withdrew during such fiscal year, (i) audited financial statements of the Company as of the end, and
for each fiscal year, including balance sheet and statement of income, together with the report thereon of the Company independent
certified public accountant or accounting firm, (ii) a state of Properties and Developments of the Company, including
Gilmore | 72
the cost of such Properties, (iii) a Schedule K1 for such Member with respect to such fiscal year, prepared in accordance with the Code,
together with corresponding forms for state income tax purposes, setting forth such Members distributive share of Company items of Profit
or Loss for such fiscal year and the amount of such Members Capital Account at the end of such fiscal year, and (iv) such other financial
information and documents respecting the Company and its business as the Manager deems appropriate, or as a Member may reasonably require
and request in writing, to enable such Member to prepare its federal and state income tax returns.
As soon as practicable and after the end of each of the first three quarters of each fiscal year, but in no event later than 45 days
following the end of each such quarter, the Manager shall prepare and email, mail or make available on its secure forthcoming website, to
each Member (i) the Company unaudited financial statements as of the end of such fiscal quarter and for the portion of the fiscal year
then ended, (ii) a statement of the Properties and developments of the Company, including the cost of all Properties, and (iii) a report
reviewing the Company activities and business strategies for such quarter and an update of such Members capital account. The Manager shall
cause the Company quarterly reports to be prepared in accordance with GAAP.
On a bi annual basis, to be determined at the discretion of the Manager, the Manager shall provide the Members with a valuation of
all Properties held by the Company (the GP Valuation). This annual GP Valuation will be provided by either an independent, third party
valuation firm, to be hired at the sole discretion of the Manager, or another methodology as deemed appropriate by the Manager.
LEGAL PROCEEDINGS
The company Gilmore Homes Gilmore Loans, LLC may from time to time be involved in routine legal matters incidental to our business;
however, at this point in time, we are currently not involved in any litigation nor are we aware of any threatened or impending litigation.
OFFERING PRICE FACTORS
Our offering price is arbitrary with no relation to the value of the company. This offering is a self underwritten offering, which
means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this offering.
If the maximum amount of Class A Interests are sold under this Offering, the purchasers under this Offering will own 100% of the
Class A Interests outstanding.
If the minimum amount of the Class A Interests are sold under this Offering, the purchasers under this Offering will own 100% of the
Class A Interests outstanding.
Gilmore | 73
The Manager believes that for the maximum amount of Class A Interests, the price per Interests value will be $50.00 per Interests,
for a total of $50,000,000 (fifty million).
The Manager believes that for the minimum amount of Class A Interests, the price per
Interests value will be $50.00 per Interests, for a total of $100,000 (One Hundred Thousand).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
The following table sets forth information as of the date of this Offering.
Percent Percent
Before After
Title of Class Name of Beneficial Offering Offering
Owner
Class B Interests Gilmore Homes Gilmore Loans, LLC (1: Manager/Owner) 100% 100%
Class A Interests Gilmore Homes Gilmore Loans, LLC 0% 0%
TOTAL 100% 100%
Michael Gilmore, our Chief Executive Officer and Chief Financial Officer has dispositive control over the Class B Interests that
will be owned by our Manager, Gilmore Homes Gilmore Loans, LLC. No entity or Member currently owns any Class A Interests in the Company.
Class A Interests are being sold through this Offering. Upon sale, the Class A Interests will maintain a 50% interest in the Company
overall and Class B Interests will maintain a 50% interest in the Company overall.
Beneficial Ownership means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment
power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for the purposes
of this table, a person is deemed, as of any date, to have beneficial ownership of any security that such person has the right to acquire
within 60 days from the date of this Offering.
DIRECTOR, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
The Principal of the Manager of the Company is as follows:
Name Age Title(s)
Michael L. Gilmore 52 Chief Executive Officer, Chief Financial Officer,
Chief Operations Officer & Chief Technology Officer
Gilmore | 74
Duties, Responsibilities and Experience
The following individual is the decision maker of Gilmore Homes Gilmore Loans, LLC which is the Manager of the Company.
All business and affairs of the Company shall be managed by the Manager. The Manager shall direct, manage and control the Company to the
best of his ability and shall have full and complete authority, power, and discretion to make any and all decisions and to do any and all
things in development, technology, real estate and financial services as a proptech and fintech emerging growth company that the Manager
shall deem fit to be reasonably required to accomplish the business and objectives of the Company. The rights and duties of the Manager is
described in the Operating Agreement.
The principal brief dossier of the Manager is as follows:
Michael L. Gilmore was born in Hattiesburg, Mississippi and educated in the local, public schools system graduating Hattiesburg High
School (Blair Center) with a high school diploma. After high school, he attended Texas Southern University in Houston, Texas majoring in
Business Administration. Further higher education experiences include matriculating at Morris Brown College in Atlanta, Georgia, Jackson State
University in Jackson, Mississippi, Liberty University in Virginia (Online), Grand Canyon University (Online) in Arizona and Clark Atlanta
University (Ph.D. studies). Mr. Gilmore later went on to graduate with a Bachelor of Arts (B.A.) in English from Morehouse College in
Atlanta, Georgia, a Master of Education (M.Ed) in English, and a Specialist of Education (Ed.S.) in Higher Education Administration from
William Carey University in Hattiesburg, Mississippi.
From his humble roots of working a summer job with the City of Hattiesburg to founding Gilmore Homes Gilmore Loans LLC, which he
is the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Technology Officer, Mr. Gilmore will lead the
Company to new heights with our Offering stakeholders. In 2003, Mr. Gilmore founded the Hattiesburg University Foundation Atlanta, a 501(c)(3),
non profit, tax exempt charity whose mission is to Serve humanity through human philanthropy via impacting the benchmarks of education,
affordable housing, community and economic development. Mr. Gilmore currently serves as its Executive Director since inception with the Board
of Directors voting with much confidence his leadership, which he served from 2003 to 2019 currently. Mr. Gilmore also pinned two academia
books, published by Primis-McGraw Hill.
Recognizing that entrepreneurism is an important benchmark in ones life, Mr. Gilmore went on to found 85 other companies
(See Subsidiaries and Growth Businesses) on paper. Those companies will be brought to fruition through this Offering in creating
businesses, opportunities, and jobs for the communities, where the developments will take place, propelling our company as an emerging
growth business in real estate, technology and financial services.
Gilmore | 75
EXECUTIVE COMPENSATION
The following table set forth the cash compensation of the Manager:
Name and Position Year Salary Bonus Option Awards All Other Compensation
Michael L. Gilmore, 2015 $0 $0 $0 100% of Class B Interests
Manager to 2019 $0 $0 $0 100% of Class B Interests
For organizing, managing and developing the Company, business plan development, putting together this Offering, initial capitalization,
and other related services, the Manager of our Company Gilmore Homes Gilmore Loans, LLC will be awarded 100% of the Class B
Interests in our Company.
The Manager shall also receive 50% of distributions available after the Members have received their Preferred Return, annualized
and paid quarterly. The Manager does not receive a direct salary or direct compensation. The Manager shall be paid a 10% fee from the
Capital Raises which can run from $10,000 (10% of the $100,000 raise minimum) up to $5,000,000 (10% of the $50,000,000 raise maximum),
if and only if when the Manager / Asset Manager start producing and creating developments, projects and businesses. The Manager compensation
is performance based. If nothing is created out of the $100,000 raised, then the Manager will not receive the $10,000 and likewise for the
$5,000,000 out of $50,000,000. Moreover, the Manager is responsible for hiring and paying employees, third party vendors, etc., where
applicable and feasible out of his 10% asset fee / executive compensation. 90% of the capital raised shall go to designing, developing
and distributing development projects, purchasing land, building commercial and residential real estate, creating businesses, and distribution
of cash and capital to its Members as outlined and lamented throughout this Circular Offering.
Employment Agreements
There are no current employment agreements or current intentions to enter into any employment agreements.
Future Compensation
The principal of our Manager has agreed to provide services to us without cash compensation until such time that we have
sufficient earnings from our revenue. The Manager will receive Class B Interests in exchange for services related to this Offering
and the management of the Company. Future Compensation of the manager shall not surpassed 10% of the capital raised, revenues generated,
etc. 10% is way more than enough to ensure livelihood.
Gilmore | 76
Transfer Agent
Although one is not currently chosen at this time, our Company intends to enlist the services of a firm, as both our transfer agent
and escrow agent. As of May 27, 2019, we are currently researching and soliciting such firms to undertake. Fund America might be a
possibility.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company utilizes home office space for operations, which is no cost to the Company. Personal income of the Manager pays for
the home office residence, and the office services provided are without charge to the Company and Manager. Such costs are immaterial to
the financial statements and this Circular, and accordingly, have not been reflected.
As noted, the Company is to issue 100% of the class B Interests to our Manager. The Manager is controlled by Michael Gilmore.
Michael Gilmore is the manager of the Manager. We do not know the approximate value of the Class B Interests at the time of this Offering
until later given. Thus, the Manager shall receive the following fees and compensation as in Table.
Phase of Operation Basis for Fee Amount of Fee
Acquisition Fee Fees charged to the $0; Manager shall NOT
Company as properties receive an acquisition fee.
are built and develop
Asset Management Fee Fees charged to the 10% of the total amount
Company for management, the Company raises and
investments and assets invests. 90% goes to
company & stakeholders.
Fees paid monthly.
Developer Fee Fees charged to the $0; Manager shall NOT
Company on an ongoing receive a developers fee.
basis for the management Part of Managers job is
and development of specific performance based. He
properties and businesses shall be compensated
out of the 10% Asset fee.
Company Management Fee Fees charged to the Company Profit Sharing of 50%
for Mgmt. & Profits of the firm split; after Members
Preferred Returns
Gilmore | 77
SELECTION, MANAGEMENT AND CUSTODY OF COMPANY INVESTMENTS
Our Company Gilmore Homes Gilmore Loans, LLC will typically engage a 3rd party property manager to manage our development
properties and selectively hiring qualified managers to run and operate our growth businesses as outlined herein this Offering. Generally,
management costs will be a percentage of gross revenues no to exceed 10%.
LIMITATIONS OF LIABILITY
As permitted by Georgia law, our Operating Agreement provides:
* we will indemnify our Manager to the fullest extent permitted by law;
* we may indemnify our other employees and other agents to the same extent
we indemnify our Manager; and
* we will advance expenses to our Manager in connection with a legal proceeding
and may advance expenses to any employee or agent; provided, however, that
such advancement of expenses shall be made only upon receipt of an under-
taking by the person to repay all amounts advanced if it should be ultimately
determined that the person was not entitled to be indemnified.
INTERESTS OF NAME EXPERTS AND COUNSEL
No expert or counsel has been retained nor named in this Offering as having prepared or certified any part of this Offering or have
given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or
offering of the Class A Interests, nor was employed on a contingency basis, or had, or is to receive, in connection with the Offering,
a substantial interest, direct or indirect, in the registrant or any of its parent(s) or subsidiaries. Nor was any such person connected
with the registrant or any of subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Note: Legal opinion, audits, consent and escrow agreement to be filed by amendment.
Our Company shall engage and retain, when financial resources allow and we are able to pay, legal services relating to this Form 1 A,
and/or Offering, where applicable and feasible. Because of Mr. Gilmore previous experience submitting a Regulation 506 D offering and
qualified thereunto by the SEC with approval via the Michael L. Gilmore Development Co., and experience filing with the IRS, he is
submitting and preparing this document accordingly.
Gilmore | 78
GILMORE HOMES GILMORE LOANS, LLC
A Georgia Domestic Limited Liability Company
Interim Financial Statements (Unaudited) and Self UnAudit Reports
Ending: December 31, 2015; December 31, 2016; December 31, 2017; December 31, 2018;
and from January 1, 2019 to May 24, 2019, as Prepared for this Regulation A, Tier 2.
Gilmore Homes Gilmore Loans, LLC
TABLE OF CONTENTS
Pages
SELF UNAUDITED REPORT 84
INTERIM FINANCIAL STATEMENTS FOR THE PERIODS FROM DECEMBER 2015
(INCEPTION) TO DECEMBER 31, 2015; JANUARY 1,2016 TO DECEMBER 31, 2016; JANUARY 1, 2017 TO DECEMBER 31,2017;
JANUARY 1, 2018 TO DECEMBER 31, 2018, AND JANUARY 1, 2019 UP TO MAY 24, 2019 (UNAUDITED)
Balance Sheet Unaudited 87
Statement of Operations Unaudited 92
Statement of Changes in Members Equity Unaudited 97
Statement of Cash Flows Unaudited 102
Notes to Interim Financial Statements Unaudited 107
Gilmore | 79
To the Stakeholders and Board of Directors
Gilmore Homes Gilmore Loans, LLC
Atlanta, Georgia
To the Security and Exchange Commission (SEC)
Washington, D.C.
SELF UNAUDITED REPORT
NOTE: Per Regulation A, Tier II, Interim Financial Statements allowed to be unaudited.
Report on the Financial Statements
The Manager, Chief Executive Officer, Chief Operations Officer and Chief Financial Officer (as one) is submitting this unaudited report
appertaining to the interim financial statements (unaudited), as allowed, Per Regulation A, Tier II, regarding Gilmore Homes Gilmore Loans,
LLC, which comprise the balance sheets as of December 31, 2015 up to May 20, 2019, and the related statements of operations, changes in
members equity ($0) and cash flows for the period from December 10, 2015 (inception) to December 31, 2019, and currently from January 1, 2019
to May 24, 2019, and the related notes to the interim financial statements.
Management Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles
generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant
to the preparation and fair presentation of financial documents that are free from material misstatement, whether due to fraud or error.
Self Acting Non Auditor Unaudited Reports Responsibility
As a self acting non auditor (which interim financial statements are allowed to be unaudited, per Regulation A rules, standards and procedures),
I am expressing an opinion on these interim financial statements based on an unaudit. This unaudit, which was conducted in accordance with
auditing standards generally accepted in the United States of America juxtaposed my experience with a previous filing with the SEC via a
506 Regulation D via Michael L. Gilmore Development Co., my experience and reporting requirements annually to the Internal Revenue
Service (IRS) regarding my community 501(c)(3) non profit charity, and the overall general rules of such unaudited reports and interim
financial statements, I have prepared this un-audit and followed the standards required for planning and performing such un audits and
reports reasonable assurance about whether the interim financial statements are free from material misstatements.
Gilmore | 80
Moreover, an unaudit also involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the self auditor judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the self auditor considers internal control relevant to the
entity preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity internal control.
Accordingly, I express no such opinion. A self unaudit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of significant accounting estimates made by management such as myself, as well as evaluating the overall presentation
of the financial statements. THUS, I believe that this self audit evidence expressed, written and obtained herein this Offering Circular
pursuant to Regulation A, Tier II allowing Unaudited Interim Financial Statements, which is therefore submitted herein to the United States
Security Exchange (SEC) is sufficient and appropriate to provide a basis for this self audit opinion.
Gilmore Homes Gilmore Loans, LLC
Michael L Gilmore Development Co / Attn: Michael Gilmore
5401 Old National Highway, #419
Atlanta, Georgia 30349
Telephone: 601.582.1851
Email(s): michael_gilmore2001@yahoo.com
mlgilmorecompany@gmail.com
www.gilmorehomes.wix.com/atlanta
Gilmore | 81
Opinion
In my opinion, the interim financial statements referred to above present fairly, in all material respects, the financial position of
Gilmore Homes Gilmore Loans, LLC as of December 31, FY 2015 ending; FY 2016 ending December 31, 2016; FY 2017 ending December 31, 2017;
FY 2018 ending December 31, 2018; and current FY 2019 from January 1, 2019 up to May 24, 2019, and the results of its operations and its
cash flows for the periods herein from July 10, 2015 (inception) to May 24, 2019, in accordance with accounting principles generally
accepted in the United States of America.
Emphasis of Matter Regarding Going Concern
In a matter of implementing such an ambitious Regulation A, Tier II Offering and Crowdfund, the accompanying financial statements have
been prepared and submitted assuming that the Company Gilmore Homes Gilmore Loans, LLC will continue as a going concern. As described
in Note 2 to the financial statements, the Company has not yet commenced planned principal operations and has not generated revenues or
profits since inception. These factors, among others, raise substantial doubt about the Company ability to continue as a going concern.
Management plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that
might result from the Outcome of this uncertainty. My self opinion is not modified with respect to this matter.
/s/ GH-GL, LLC
Atlanta, Georgia
May 24, 2019
Gilmore Homes Gilmore Loans, LLC
By Michael L. Gilmore, Chief Executive Officer & Chief Financial Officer
5401 Old National Highway, #419
Atlanta, Georgia 30349
Telephone: 601.582.1851
Email(s): michael_gilmore2001@yahoo.com
mlgilmorecompany@gmail.com
www.gilmorehomes.wix.com/atlanta
Gilmore | 82
Gilmore Homes Gilmore Loans, LLC
BALANCE SHEET
As of December 31, 2015 (Inception)
ASSETS
Current Assets:
Deferred offerings costs $ 0.00
Total Current Assets ________________
TOTAL ASSETS $ 0.00
_______________
LIABILITIES AND MEMBERS EQUITY
Liabilities:
Current Liabilities:
None $ 0.00
Total Liabilities 0.00
________________
Members Equity (Deficit):
________________
TOTAL LIABILITIES AND MEMBERS EQUITY $ 0.00
________________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
______________________________________________________________________________________________________________________________________
Gilmore | 83
Gilmore Homes Gilmore Loans, LLC
BALANCE SHEET
As of December 31, 2016
ASSETS
Current Assets:
Deferred offerings costs $ 0.00
Total Current Assets _________________
TOTAL ASSETS $ 0.00
_________________
LIABILITIES AND MEMBERS EQUITY
Liabilities:
Current Liabilities:
None $ 0.00
Total Liabilities 0.00
_________________
Members Equity (Deficit):
_________________
TOTAL LIABILITIES AND MEMBERS EQUITY $ 0.00
_________________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
______________________________________________________________________________________________________________________________________
Gilmore | 84
Gilmore Homes Gilmore Loans, LLC
BALANCE SHEET
As of December 31, 2017
ASSETS
Current Assets:
Deferred offerings costs $ 0.00
Total Current Assets ________________
TOTAL ASSETS $ 0.00
________________
LIABILITIES AND MEMBERS EQUITY
Liabilities:
Current Liabilities:
None $ 0.00
Total Liabilities 0.00
_________________
Members Equity (Deficit):
_________________
TOTAL LIABILITIES AND MEMBERS EQUITY $ 0.00
_________________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
________________________________________________________________________________________________________________________________________
Gilmore | 85
Gilmore Homes Gilmore Loans, LLC
BALANCE SHEET
As of December 31, 2018
ASSETS
Current Assets:
Deferred offerings costs $ 0.00
Total Current Assets ________________
TOTAL ASSETS $ 0.00
________________
LIABILITIES AND MEMBERS EQUITY
Liabilities:
Current Liabilities:
None $ 0.00
Total Liabilities 0.00
_________________
Members Equity (Deficit):
_________________
TOTAL LIABILITIES AND MEMBERS EQUITY $ 0.00
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_________________________________________________________________________________________________________________________________________
Gilmore | 86
Gilmore Homes Gilmore Loans, LLC
BALANCE SHEET
As of May 24, 2019
ASSETS
Current Assets:
Deferred offerings costs $ 0.00
Total Current Assets ______________
TOTAL ASSETS $ 0.00
______________
LIABILITIES AND MEMBERS EQUITY
Liabilities:
Current Liabilities:
None $ 0.00
Total Liabilities 0.00
______________
Members Equity (Deficit):
______________
TOTAL LIABILITIES AND MEMBERS EQUITY $ 0.00
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_________________________________________________________________________________________________________________________________________
Gilmore | 87
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF OPERATIONS
For the period from December 10, 2015 (inception) to December 31, 2015
Net revenues $_____________
Cost of net revenues _____________
Gross Profit 0
Operating Expenses:
Professional fees
Organizational expenses 0
Total Operating Expenses _____________
Net Loss $_____________
_____________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
________________________________________________________________________________________________________________________________________
Gilmore | 88
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF OPERATIONS
For the period from January 1, 2016 to December 31, 2016
Net revenues $_____________
Cost of net revenues _____________
Gross Profit 0
Operating Expenses:
Professional fees
Organizational expenses 0
Total Operating Expense _____________
Net Loss $____________
_____________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
____________________________________________________________________________________________________________________________________
Gilmore | 89
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF OPERATIONS
For the period from January 1, 2017 to December 31, 2017
Net revenues $____________
Cost of net revenues _____________
Gross Profit 0
Operating Expenses:
Professional fees
Organizational expenses 0
Total Operating Expenses _____________
Net Loss $____________
_____________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
______________________________________________________________________________________________________________________________
Gilmore | 90
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF OPERATIONS
For the period from January 1, 2018 to December 31, 2018
Net revenues $_____________
Cost of net revenues _____________
Gross Profit 0
Operating Expenses:
Professional Fees
Organizational expenses 0
Total Operating Expenses ______________
Net Loss $______________
______________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_______________________________________________________________________________________________________________________________
Gilmore | 91
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF OPERATIONS
For the period from January 1, 2019 to May 24, 2019 (Current)
Net revenues $______________
Cost of net revenues ______________
Gross Profit 0
Operating Expenses:
Professional fees
Organizational expenses 0
Total Operating Expenses
$______________
Net Loss
______________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements
Interim (Unaudited)
_________________________________________________________________________________________________________________________________
Gilmore | 92
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CHANGES IN MEMBERS EQUITY
For the period from December 10, 2015 (inception) to December 31, 2015
Total Members
Equity
______________
______________
Balance at December 10, 2015 (inception) $_____________
Net Loss
Balance at December 31, 2015 $_____________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_________________________________________________________________________________________________________________________________
Gilmore | 93
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CHANGES IN MEMBERS EQUITY
For the period from January 1, 2016 to December 31, 2016
Total Members
Equity
_____________
_____________
Balance at January 1, 2016 $____________
Net Loss
Balance at December 31, 2016 $____________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_________________________________________________________________________________________________________________________________
Gilmore | 94
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CHANGES IN MEMBERS EQUITY
For the period from January 1, 2017 to December 31, 2017
Total Members
Equity
______________
______________
Balance at January 1, 2017 $____________
Net Loss
Balance at December 31, 2017 $____________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
____________________________________________________________________________________________________________________________________
Gilmore | 95
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CHANGES IN MEMBERS EQUITY
For the period from January 1, 2018 to December 3, 2018
Total Members
Equity
______________
______________
Balance at January 1, 2018 $______________
Net Loss
Balance at December 31, 2018 $______________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_____________________________________________________________________________________________________________________________________
Gilmore | 96
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CHANGES IN MEMBERS EQUITY
For the period from January 1, 2019 to May 24, 2019 (Current)
Total Members
Equity
______________
______________
Balance at January 1, 2019 $_____________
Net Loss
Balance at May 24, 2019 $_____________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_______________________________________________________________________________________________________________________________________
Gilmore | 97
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CASH FLOWS
For the period of December 10, 2015 (interim) ended December 31, 2015
Cash Flows From Operating Activities
Net Loss $ -
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) / Decrease in deferred offering cost _________
Net Cash Used in Operating Activities _________
Cash Flows From Financing Activities
Proceeds from related party advance _________
Net Cash Provided By Financing Activities _________
Net Change In Cash
Cash at Beginning of Period ________
Cash at End of Period $________
_________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_______________________________________________________________________________________________________________________________
Gilmore | 98
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CASH FLOWS
For the period of January 1, 2016 ended December 31, 2016
Cash Flows From Operating Activities
Net Loss $
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) / Decrease in deferred offering costs _________
Net Cash Used in Operating Activities _________
Cash Flows From Financing Activities
Proceeds from related party advance _________
Net Cash Provided By Financing Activities _________
Net Change In Cash
Cash at Beginning of Period ________
Cash at End of Period $________
_________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
________________________________________________________________________________________________________________________________________
Gilmore | 99
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CASH FLOWS
For the period of January 1, 2017 ended December 31, 2017
Cash Flows From Operating Activities
Net Loss $
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) / Decrease in deferred offering costs _________
Net Cash Used in Operating Activities _________
Cash Flows From Financing Activities
Proceeds from related party advance _________
Net Cash Provided By Financing Activities _________
Net Change In Cash
Cash at Beginning of Period ________
Cash at End of Period $________
_________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_______________________________________________________________________________________________________________________________
Gilmore | 100
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CASH FLOWS
For the period of January 1, 2018 ended December 31, 2018
Cash Flows From Operating Activities
Net Loss $
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) / Decrease in deferred offering costs _________
Net Cash Used in Operating Activities _________
Cash Flows From Financing Activities
Proceeds from related party advance _________
Net Cash Provided By Financing Activities _________
Net Change In Cash
Cash at Beginning of Period _________
Cash at End of Period $_________
_________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
_______________________________________________________________________________________________________________________________
Gilmore | 101
Gilmore Homes Gilmore Loans, LLC
STATEMENT OF CASH FLOWS
For the period of January 1, 2019 ended May 24, 2019
Cash Flows From Operating Activities
Net Loss $
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) / Decrease in deferred offering costs _________
Net Cash Used in Operating Activities _________
Cash Flows From Financing Activities
Proceeds from related party advance _________
Net Cash Provided By Financing Activities _________
Net Change In Cash
Cash at Beginning of Period _________
Cash at End of Period $_________
_________
See Unaudited Report and accompanying notes, which are an integral part of these financial statements.
Interim (Unaudited)
____________________________________________________________________________________________________________________________________
Gilmore | 102
Gilmore Homes Gilmore Loans, LLC
NOTES TO FINANCIAL STATEMENTS
All-inclusive notes from the periods of December 10, 2015 to December 31, 2015 (inception) ended; January 1, 2016 to December 31, 2016 ended;
January 1, 2017 to December 31, 2018 ended; January 1, 2019 to May 24, 2019 (Current) (Interim) (Unaudited)
NOTE 1: NATURE OF OPERATIONS
Gilmore Homes Gilmore Loans, LLC (the Company) is a domestic limited liability company later organized as such on July 23, 2018, in the
State of Georgia (Atlanta), but was founded (inception) on December 10, 2015 in Hattiesburg, Mississippi with the IRS awarding the
Company EIN. The Company then and now is organized as a proptech and fintech emerging growth company incorporating the benchmarks of
real estate, technology and financial services in order to design, develop and distribute new, ground up single family homes, multifamily
apartments, condominiums, new retail and restaurants businesses (startups), hotels, shopping centers and independent malls, low rises,
mid rises and high rises mixed use developments, acquiring raw land, etc.
As of December 10, 2015 all the way up to May 24, 2019, the Company has not commenced, planned, nor plotted the acquisition of assets such
as the aforementioned including operations nor generated any revenues. The Company also does not have any bank accounts, assets or liabilities
at the time of the submittal and application of this Regulation A, Tier 2 filing to the SEC. However, after the Offering is qualified,
the Company will begin opening a business and savings account, soliciting credit and charge cards (line of new credit), for the purpose of
growing Gilmore Homes Gilmore Loans, LLC. The Company activities since inception have consisted of formation activities and preparations
for capital raising including writing, researching and peer reviewing this Offering Circular and consulting EDGAR, accounting, legal and audit
standards and therefore, the submission of such filing, and following our business plan as an emerging growth company.
Once the Company is qualified and approved for the Regulation A, Tier 2 Offering by the Securities and Exchange Commission (SEC) and
commences its planned principal operations, following its business plan and goals, the firm will incur significant additional expenses
juxtaposed seeking additional capital raising and funds up to the maximum of $50,000,000, no easy task or feat. As noted, the Company is
dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks
and uncertainties; including failure to secure funding to operationalize the Company planned operations or failing to profitably operate
the business.
Gilmore | 103
NOTE 2: GOING CONCERN
The accompanying interim financial statements (unaudited) that I have prepared is on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course of business. The Company Gilmore Homes Gilmore Loans, LLC
has not yet commenced its planned principal operations and has not generated any revenues or profits since inception. The Company ability
to continue as a going concern for the next twelve months is dependent upon its ability to obtain additional capital raising financing.
No assurance can be given that the Company will be successful in these efforts.
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).
The Company adopted the calendar year as its basis of reporting.
Use of Estimates
The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the rate of the interim financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could defer from those estimates.
Cash Equivalents and Concentration of Cash Balance
The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents.
The Company cash and cash equivalents in bank deposit accounts forthcoming, at times, may exceed federally insured limits.
See accompanying Unaudited Report
Gilmore | 104
Gilmore Homes Gilmore Loans, LLC
NOTES TO FINANCIAL STATEMENTS
All-inclusive notes from the periods of December 10, 2015 to December 31, 2015 (inception) ended; January 1, 2016 to December 31, 2016 ended;
January 1, 2017 to December 31, 2017 ended; January 1, 2018 to December 31, 2018 ended; and January 1, 2019 to May 24, 2019 (Current) (Interim)
(Unaudited)
Fair Value of Financial Instruments
In preparing and analyzing these interim financial statements and accompany notes, the Financial Accounting Standards Board (FASB)
guidance specified a hierarchy of valuations techniques based on whether the inputs to those valuation techniques are observable or
unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy
are as follows:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability
to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices
such as exchange traded instruments and listed equities.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or
liabilities in markets that are not active).
Level 3 Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are
determined using pricing models discounted cash flows or similar techniques and at least one significant model assumption or input is
unobservable.
Our carrying amounts or amounts reported in the balance sheet is currently zero ($0) of the approximate fair value, at this time.
Revenue Recognition
Our Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and
conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is
fixed or determinable; and (4) collection is reasonably assured.
Gilmore | 105
No revenue has been earned or recognized as of 2015, 2016, 2017, 2018 and up to 2019 current.
Organizational Costs
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 720, organizational costs,
including accounting fees, legal fees, costs of incorporation, etc., are expensed as incurred.
Deferred Offering Costs
The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A Expenses of Offering.
Deferred offering consists principally of legal fees incurred in connection with an offering Gilmore Homes Gilmore Loans LLC intends to
commence during 2019 under Regulation A as well as forthcoming independent audits. Prior to the completion of the offering, these future
costs will be capitalized as deferred offering costs, which will be on the future or amended balance sheet, but showing zero (0), as of now,
on the interim financial statements balance sheet. All deferred offering costs will be charged to members equity upon the completion of
the offering or to expense if the offering is not completed.
Income Taxes
The Company Gilmore Homes Gilmore Loans, LLC is a domestic limited liability company. Accordingly, under the Internal Revenue Code,
all taxable income or loss flows through to its members. Therefore, no provision for income tax has been recorded in the interim
financial statements. Income from the Company will be reported and taxed to the members on their individual tax returns.
The Company also complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in an enterprises
financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and
measurement of a tax position take or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more likely than not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company evaluation,
it has been concluded that there are no significant uncertain tax positions requiring in the Company interim financial statements.
The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result
in a material change to its financial position. The Company may in the future become subject to federal, state and local income taxation
though it has not been since its inception. The Company is not presently subject to any income tax audits in any taxing jurisdiction.
Gilmore | 106
NOTE 4: MEMBERS EQUITY
The Company has named the Michael L Gilmore Development Co., (CIK #0001350455), a related party to the Company also DBA Gilmore Homes
Gilmore Loans, LLC as its managing member. GH GL, LLC holds 100% of the members equity of the Company. The debts, obligations, and
liabilities of the Company, whether arising in contract, tort or otherwise, are solely the debts, obligations, and liabilities of the
Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.
NOTE 5: RELATED PARTY TRANSACTIONS
The Company has engaged a related party, Michael L Gilmore Development Co., in association with Gilmore Homes Gilmore Loans, LLC,
to co manage the Company. One is a Regulation 506 D Offering (MLG Dev Co) and Gilmore Homes Gilmore Loans, LLC is a Regulation A, Tier 2
Offering. Only the Regulation A, Tier 2 Offering will be in full operation, solicitation, and raising funds.
NOTE 6: RECENT ACCOUNTING PRONOUNCEMENTS
Management does not believe that any recently issued accounting standards could have a material effect on the interim financial statements.
As new ones are issued, we will adopt.
NOTE 7: SUBSEQUENT EVENTS
Management has evaluated subsequent events from 2015 to 2019. Based on this evaluation, no material events were identified which require
adjustment or disclosure in these statements.
See accompanying Unaudited Report
Gilmore | 107
PART III EXHIBITS
Item 1. Index to Exhibits
Exhibit No.
1. Articles of Organization A
2. IRS EIN Formation of Organization B
3. Operating Company Agreement C
4. Subscription Agreement D
5. Sample and/or Escrow Agreement* To be filed by Amendment*
6. Legal Opinions and Audits* (When Feasible) To be filed by Amendment*
7. Consents* (Where Applicable) To be filed by Amendment*
Gilmore | 108
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonably grounds to believe that it meets all of the
requirements for filing on Form 1 A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on May 24, 2019.
Gilmore Homes Gilmore Loans, LLC
/s/ Michael L. Gilmore
Michael L. Gilmore,
Manager of Gilmore Homes Gilmore Loans, LLC and
Asset Manager and Chief Executive Officer, Chief Financial Officer,
Chief Operations Officer and Chief Technology Officer
This offering statement has been signed by the following persons in the capacities and on the date(s) indicated: May 24, 2019.
Gilmore Homes Gilmore Loans, LLC
/s/ Michael L. Gilmore
Michael L. Gilmore,
Manager of Gilmore Homes Gilmore Loans, LLC and
Asset Manager and Chief Executive Officer, Chief Financial Officer,
Chief Operations Officer and Chief Technology Officer
Control Number : 18093926
STATE OF GEORGIA
Secretary of State
Corporations Division
313 West Tower
2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
CERTIFICATE OF ORGANIZATION
I, Brian P. Kemp, the Secretary of State and the Corporation Commissioner of the State of Georgia,
hereby certify under the seal of my office that
Gilmore Homes - Gilmore Loans, LLC.
a Domestic Limited Liability Company
has been duly organized under the laws of the State of Georgia on 07/23/2018 by the filing of articles
of organization in the Office of the Secretary of State and by the paying of fees as provided by Title 14
of the Official Code of Georgia Annotated.
WITNESS my hand and official seal in the City of
Atlanta and the State of Georgia on 08/06/2018.
__________________________________________________________________________________________________________________________________________
ARTICLES OF ORGANIZATION *Electronically Filed*
Secretary of State
Filing Date: 7/23/2018 12:57:10 PM
BUSINESS INFORMATION
CONTROL NUMBER 18093926
BUSINESS NAME Gilmore Homes - Gilmore Loans, LLC.
BUSINESS TYPE Domestic Limited Liability Company
EFFECTIVE DATE 07/23/2018
PRINCIPAL OFFICE ADDRESS
ADDRESS 5401 Old National Highway #419, Atlanta, GA, 30349-3239, USA
REGISTERED AGENT
NAME ADDRESS COUNTY
Michael L Gilmore 5401 Old National Highway #419, Atlanta, GA, 30349-3239, USA Fulton
ORGANIZER(S)
NAME TITLE ADDRESS
Hattiesburg University Foundation - Atlanta ORGANIZER 5401 Old National Highway #419, Atlanta, GA, 30349-3239, USA
Michael L Gilmore ORGANIZER 5401 Old National Highway #419, Atlanta, GA, 30349, USA
The Michael L Gilmore Company ORGANIZER 5401 Old National Highway #419, Atlanta, GA, 30349-3239, USA
OPTIONAL PROVISIONS
N/A
AUTHORIZER INFORMATION
AUTHORIZER SIGNATURE Michael L Gilmore
AUTHORIZER TITLE Organizer
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
Date of this notice: 12-10-2015
Employer Identification Number:
81-0783475
Form: SS-4
Number of this notice: CP 575 B
GILMORE HOMES - GILMORE LOANS
MICHAEL L GILMORE COMPANY
% HATTIESBURG UNIVERSITY FOUNDATION For assistance you may call us at:
117 E 3RD ST APT 9 1-800-829-4933
HATTIESBURG, MS 39401
IF YOU WRITE, ATTACH THE
STUB AT THE END OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 81-0783475. This EIN will identify you,
your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records.
When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address
exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you
to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off
stub and return it to us.
Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown.
Form 1065 04/15/2016
If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown
at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods
and Methods.
We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your
tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private
letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year
at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832
and its instructions for additional information.
A limited liability company (LLC) may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable
as a corporation. If the LLC is eligible to be treated as a corporation that meets certain tests and it will be electing S corporation status,
it must timely file Form 2553, Election by a Small Business Corporation. The LLC will be treated as a corporation as of the effective date
of the S corporation election and does not need to file Form 8832.
To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access
to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.
(IRS USE ONLY) 575B 12-10-2015 GILM B 9999999999 SS-4
IMPORTANT REMINDERS:
* Keep a copy of this notice in your permanent records. This notice is issued only one
time and the IRS will not be able to generate a duplicate copy for you. You may give
a copy of this document to anyone asking for proof of your EIN.
* Use this EIN and your name exactly as they appear at the top of this notice
on all your federal tax forms.
* Refer to this EIN on your tax-related correspondence and documents.
If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice.
If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us,
do not complete and return the stub.
Your name control associated with this EIN is GILM. You will need to provide this information, along with your EIN, if you file your
returns electronically.
Thank you for your cooperation.
Keep this part for your records. CP 575 B (Rev. 7-2007)
---------------------------------------------------------------------------------------------------------------------------------------
Return this part with any correspondence
so we may identify your account. Please CP 575 B correct any errors in your
name or address.
9999999999
Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 12-10-
( ) - 2015 EMPLOYER IDENTIFICATION 81-0783475
_____________________ _________________ NUMBER: FORM: SS-4 NOBOD
INTERNAL REVENUE SERVICE GILMORE HOMES - GILMORE LOANS
CINCINNATI OH 45999-0023 MICHAEL L GILMORE COMPANY
% HATTIESBURG UNIVERSITY FOUNDATION
117 E 3RD ST APT 9
HATTIESBURG, MS 39401
Gilmore Homes Gilmore Loans | 2
Company Operating Agreement
EXHIBIT C
COMPANY OPERATING AGREEMENT
GILMORE HOMES GILMORE LOANS, LLC FUND
A Georgia Domestic Limited Liability Company
A Proptech and Fintech Emerging Growth Company
REGULATION A, TIER 2 OFFERING
NOTICE:
THE INTERESTS REPRESENTED BY THIS OPERATING COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR QUALIFIED
UNDER APPLICABLE SECURITIES LAWS IN RELIANCE ON EXCEPTIONS THEREFROM UNDER REGULATION D, RULE 506 AND THE SECURITIES ACT OF 1933,
SECTION 4(a)(2). THESE INTERESTS ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH AN INTENT TO DISTRIBUTE OR RESALE NOR
MAY BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH INTERESTS
UNDER THE SECURITIES ACT OF 1933, APPLICABLE REGULATIONS PROMULGATED PURSUANT THERETO, AND COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS AND REGULATIONS (UNLESS EXEMPT THEREFROM). EACH PURCHASER REPRESENTS THAT THE PURCHASER IS PURCHASING FOR THE
PURCHASER OWN ACCOUNT (OR A TRUST ACCOUNT IF THE PURCHASER IS A TRUSTEE) AND NOT WITH A VIEW TO SELL IN CONECTION WITH ANY OTHER.
Gilmore Homes Gilmore Loans | 2
Company Operating Agreement
Table of Contents
1. Organization Formation, Name, Purposes
1.1 Georgia Domestic Limited Liability Company 6
1.2 Name 7
1.3 Place of Business 7
1.4 Manager 7
1.5 Manager Compensation 7
1.6 Members 8
1.7 Nature of Members Interests 8
1.8 Intent to Be Treated as a Partnership 8
1.9 Nature of Business 8
1.10 Objectives 10
1.11 Term(s) 10
1.12 Registered Agent 10
2. Capitalization of the Company
2.1 Member Classes 10
2.2 Percentage Interests 11
2.3 Capital Calls 11
2.4 Time of Capital Contributions; Withdrawal Not Permitted 11
2.5 Capital Accounts 12
3. Manager Advances and Members Loans
3.1 Manager Advances 12
3.2 Member Loans 12
3.3 Right and Priority of Repayment 13
3.4 Third Party Loans 13
4. Cash Distribution to Members
4.1 Cash Distributions during Operations 14
4.2 Withdrawal and Redemption 15
5. Manager Fees and Other Compensation
5.1 Expense Reimbursements 16
5.2 Fees Paid to Manager and/or Third Parties 17
Gilmore Homes Gilmore Loans | 3
Company Operating Agreement
6. Rights and Duties of Manager
6.1 Management 18
6.2 Number of Managers, Tenure, and Qualifications 19
6.3 Authority of the Manager 19
6.4 Major Decisions, Restrictions on Authority of Manager 20
6.5 Employment of Affiliated or Unaffiliated Service Providers 21
6.6 Delegation of Duties 21
6.7 Consultation, Quarterly Reports 21
6.8 Manager Reliance on Information Provided by Others 21
6.9 Fiduciary Duties of Manager 22
6.10 Limited Liability of the Members and the Manager 23
6.11 Indemnification of the Manager and the Members 23
6.12 Liability Insurance 24
6.13 Management: His Exclusive or Non Exclusive Duties to Company 24
7. Rights and Obligations of Members
7.1 Limitation of Liability 24
7.2 Company Debt Liability 25
7.3 Authority of the Members; Summary of Voting Rights 25
7.4 Participation 25
7.5 Deadlock 25
8. Resignation or Removal of the Manager
8.1 Resignation 26
8.2 Removal Process; Notice to Perform 26
8.3 Reasons for Removal; Good Cause Defined 26
8.4 Removal Notice Requirements 27
8.5 Effect of Resignation, Removal of Manager, Cash Distributions and Fees 28
8.6 Applicability of Internal Dispute Resolution Procedures 28
8.7 Vacancies 28
9. Meetings of Members
9.1 Annual Meeting 29
9.2 Meetings 30
9.3 Place of Meetings 30
9.4 Notice of Meetings 30
9.5 Meeting of all Members 30
Gilmore Homes Gilmore Loans | 4
Company Operating Agreement
9.6 Record Date 31
9.7 Quorum 31
9.8 Manner of Acting 31
9.9 Proxies 32
9.10 Action by Members without a Meeting 32
9.11 Electronic Meetings 32
9.12 Waiver of Notice 32
10. Fiscal Year, Books and Records, Bank Accounts, Tax Matters
10.1 Fiscal Year 32
10.2 Company Books and Records 32
10.3 Bank Accounts 33
10.4 Reports and Statements 33
10.5 Tax Matters 34
11. Voluntary Transfer; Additional and Substitute Members
11.1 Voluntary Withdrawal, Resignation or Disassociation Prohibited 35
11.2 Admission of Additional Members 36
11.3 Transfer Prohibited Except as Expressly Authorized Herein 36
11.4 Conditions for Permissible Voluntary Transfer; Substitution 36
11.5 Voluntary Transfer, Right of First Refusal 36
11.6 Withdrawal After One Year 37
12. Involuntary Transfer; Disassociation
12.1 Disassociation for Cause 38
12.2 Disassociation by Operations of Law 38
12.3 Effect of Disassociation 39
12.4 Sale and Valuation of a Disassociation Member Interest 40
12.5 Closing 40
12.6 Payment for a Disassociation Members Interest 41
13. Internal Dispute Resolution Procedure
13.1 Notice of Disputes 42
13.2 Negotiation of Disputes 42
13.3 Mandatory Alternative Dispute Resolution 43
13.4 Mediation 44
13.5 Arbitration 44
Gilmore Homes Gilmore Loans | 5
Company Operating Agreement
14. Dissolution and Termination of the Company
14.1 Dissolution 45
14.2 Termination of a Member Does Not Require Dissolution 46
14.3 Procedure for Winding-Up 46
15. Miscellaneous Provisions
15.1 Notices 46
15.2 Amendments 46
15.3 Binding Effect 47
15.4 Construction 47
15.6 Time 47
15.6 Headings 47
15.7 Agreement Is Controlling 48
15.8 Severability 48
15.9 Incorporation by Reference 48
15.10 Additional Acts and Documents 48
15.11 Georgia Law 49
15.12 Counterpart Execution 49
15.13 Merger 49
Management Signature Page 50
Appendix A: Member Signature and Contact Page 51
Appendix B: Table 1, Class A Members 52
Appendix B: Table 2, Class B Members 53
Appendix C: Capital Accounts and Allocations 54
Appendix D: Definitions 62
Gilmore Homes Gilmore Loans | 6
Company Operating Agreement
1. Organization Formation, Name, Purposes
This Operating Company Agreement (Agreement) is made and entered into as of the date executed below by and among those persons whose
names and addresses are set forth in Appendix A hereto (the Members), being the Members of Gilmore Homes Gilmore Loans LLC,
a Georgia domestic limited liability company (the Company or Equity Endeavors) and operating as a Proptech and Fintech emerging
growth company incorporating real estate, technology and financial services, which the Manager and Members, each of whom represent
and agree as follows:
1.1 Georgia Domestic Limited Liability Company
On December 10, 2015 Gilmore Homes Gilmore Loans was organized and founded (inception) in the City of Hattiesburg, State of Mississippi
by Michael L Gilmore, The Michael L Gilmore Company and the Hattiesburg University Foundation, as a general partnership and organizers,
which the Internal Revenue Service (IRS) granted our Employer Identification Number (EIN) to operate thereunto. In July of 2016,
the company moved its operations and headquarters to Atlanta, Georgia.
On July 23, 2018, Gilmore Homes Gilmore Loans, LLC organized under the laws of the State of Georgia as a domestic limited liability
company filing the articles of organization in the Office of the Secretary of State and by paying of fees as provided by Title 14 of
the Official Code of Georgian Annotated. The LLC was witness, sealed and granted by the State on August 6, 2018.
As a LLC, proptech and fintech (real estate, technology and financial services), and emerging growth company, who organized in accordance
with the Georgia Limited Liability Company Act, as codified in the Georgia Code, Title 14, Chapter 11, as may be amended from time to time,
the company may act as a member managed and/or manager managed firm, which the rights and liabilities of the Members shall be as
provided in this Act and Operating Company Agreement herein, as may be modified thereunto, which the Members acknowledge, by their
signatures hereof, that the management of the affairs of the Company shall be vested in the Manager of the Company, as set forth in
Article 6 hereof, subject to any provisions of this Agreement (e.g., Articles 7 or 8), or in the Act restricting, enlarging or
modifying the rights and duties of the Manager or management procedures. Thus, the members shall immediately, and from time to time
hereafter, execute all documents and do all filing, recording and other acts as may be required to comply with the operation of the
Company under the Act, and its acting formation of a member managed and/or manager managed as outlined hitherto.
Each of the signatories to this Agreement shall be referenced herein as a Member(s).
The Members shall immediately execute all documents and filings under the Agreement and Act.
Gilmore Homes Gilmore Loans | 7
Company Operating Agreement
1.2 Name
The name of the Company is Gilmore Homes Gilmore Loans LLC, a Georgia domestic limited liability company, organizing the
Gilmore Homes Gilmore Loans LLC, Fund.
1.3 Place of Business
The Company (temporary) principal (office) place of business is:
Gilmore Homes Gilmore Loans, LLC
Attn: Michael Gilmore, Asset Manager
Acting, Chief Executive Officer, Chief Operations Officer, Chief Financial Officer
and Chief Technology Officer
5401 Old National Highway #419
Atlanta, Georgia 30349
Email: mlgilmorecompany@gmail.com
1.4 Manager
The initial Manager of the Company is Gilmore Homes Gilmore Loans LLC, a Georgia domestic limited liability company (the Manager)
in association with Michael L Gilmore Development Co (SEC: 0001350455), a Regulation 506 D. The Asset Manager as well as the
Chief Executive Officer, Chief Operations Officer, Chief Financial Officer and Chief Technology Officer is Michael L. Gilmore,
organizing the GH GL, LLC Fund.
The address (temporary) where all correspondences for the Manager should be mailed:
Gilmore Homes Gilmore Loans, LLC
Attn: Michael Gilmore
5401 Old National Highway #419
Atlanta, Georgia 30349
1.5 Manager Compensation
The manager shall not nor will not receive direct compensation as in a salary. The manager will receive a 10% fee from the capital
raised and invested, and profit sharing of a 50/50 split only. Manager shall only receive the fee when projects are in development,
built, operating and/or funded.
Gilmore Homes Gilmore Loans | 8
Company Operating Agreement
1.6 Members
Each of the signatories to this Agreement shall be referenced herein as a Member and collectively, as the Members as defined in
Appendix D hereof. The Members shall immediately, and from time to time hereafter, execute all documents and do all filing, recording,
and other acts as may be required to comply with the operation of the Company under the Act.
Every member will be required to complete, execute and return an original Signature Page of this Agreement, the form of which is
attached hereto as Appendix A. The Manager will maintain an updated list of all Members as shown on Appendix B to this Agreement.
1.7 Nature of Members Interests
The Interests of the Members in the Company shall be personal property for all purposes. Legal title to all Company Assets shall be
held in the name of the Company: Gilmore Homes Gilmore Loans, LLC. Neither any member or a successor, representative, or assignee
of such Member, shall have any right, title or interest in the Company Assets or the right to partition any real property owned by
the Company. Interests may, but are not required to, be evidenced by a certificate of Membership Interest or Receipt and Acknowledgement
issued by the Company, in such form as the Manager may determine.
1.8 Intent to Be Treated as a Partnership
It is the intent of the Manager and the Members that the Company shall always be operated in a manner consistent with its treatment
as a partnership for federal income tax purposes. It is also the intent of the Members that the Company not be operated or treated as
a partnership for purposes of Section 303 of the Federal Bankruptcy Code. No Manager or Member shall take any action inconsistent with
the express intent of the Members.
1.9 Nature of Business
This Offering involves the design, development and distribution of residential real estate (new, ground up construction single family
homes for sale and for rent, building single family subdivisions, building multifamily apartments, as affordable, market rate,
co-living, sharing or co-sharing and workforce housing, and condominiums for sale and for rent), and commercial real estate
(new, ground up construction, shopping centers, hotels, mixed use developments, low rises mid rises, and high rises projects,
retail stores and restaurants such as Can You Spare A Dollar? $1.00 Stores, and Gil $ Mart, which will be big box chain stores around the
U.S., acquiring lands to build, etc.
Gilmore Homes Gilmore Loans | 9
Company Operating Agreement
The Company will NEVER acquire properties (except raw land or in cases of old, dilapidated and abandon residential and commercial
buildings, its lands), which will be torn down (tear downs) to make room for new, ground up development projects. The company
will NEVER fix or flip properties, fix, flip or sell properties, fix, flip or rehabilitate properties, fix, flip or rent properties,
acquire other properties, invest in or acquire other properties or companies, etc.
Gilmore Homes Gilmore Loans, LLC will follow its Business Plan at all times and never deviate from it. We are an emerging growth
company juxtaposed proptech and fintech firm. The objectives, investments, strategies and benchmarks of our company is to BUILD and
CREATE residential and commercial real estate, startup businesses such as retail and restaurants, and offering financial services
related to real estate such as our private label Visa and MasterCard.
In addition to building and creating, our company is also focused on urban transformation and revitalization with its main focus on
creating jobs, businesses and services and turning, blighted community into urban oasis of luxury such as our forthcoming mixed use
developments like GILMORE TOWER (see our Offering Circular), which will consist of over 150 retail stores and restaurants, a 5 level
shopping center with ice skating rink, movie theater, a 1,000 seat performing arts center, office spaces, a 100 room, all suite,
boutique hotel with Rolls Royce services, and grocery / pharmacy (See Below). These are just some of the examples our Members will
participate in as Stakeholders, with a 50/50 split of net profits after expenses, disbursed according to Preferred Interests and
Interests in the developments. We will build all across the United States in select markets and states, which has a large minority and
urban population.
Note: The example scenario of Gilmore Tower is for illustration purposes only. There is no guarantee that this Offering will be
successful via raising crucial capital for implementation. The $200,000,000 GILMORE TOWER project, if successfully funded, is slated
first for Atlanta, Georgia with plans to scale around the United States in downtown urban areas, which the developments will be
mixed use encompassing retail, restaurants, residential, hotel, office, grocery and entertainment. When our Regulation A Offering
raises $10,000,000 to $20,000,000 (after SEC approval), we will commence the project levering our equity and accumulating debt to
build, that will include over 270 apartments and condominiums, 150 retail stores, 100 hotel rooms, etc., via Split Profits.
1.10 Objectives
The Manager intends to accomplish the following objectives for our Members:
* Provide Members with real estate investment opportunities.
* Provide Members with retail and restaurants businesses opportunities.
* Provide Members with real estate related opportunities such as technology and financial
services.
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Company Operating Agreement
* Provide Members will limited liability.
* Provide Cash Distributions for the Members.
* Provide for self liquidation of the investment.
* Provide such so Class A Members involvement in real estate management is minimal.
* Provide Members with the highest ethics, honestly, transparency and data of our affairs.
1.11 Term
Members shall remain and required to hold Interests for 12 months, the term. The Offering was filed on May 31, 2019 and is anticipating
a qualified ruling from the SEC thereafter. Moreover, the Company as a LLC commenced operations upon the filing of its Certificate of
Organization and shall be perpetual unless sooner terminated under the provisions of Article 14 hereof.
1.12 Registered Agent
The Company initial office and initial registered agent are provided in Certificate of Organization. The Manager may change the
registered agent (or such agent address) from time to time causing the filing of the new address and/or name of the new registered
agent in accordance with the Act. However, the Company shall, at all times maintain a registered agent in the State of Georgia who
shall be authorized to accept service on behalf of the Company.
2. Capitalization of the Company
2.1 Member Classes
Within the structure of Gilmore Homes Gilmore Loans, LLC Regulation A Offering, there are two (2) classes of Members, Class A and Class B.
The Manager shall record the name and address of each of the Members in Appendix B to this Agreement. Member classes shall be allocated
as provided below.
2.1.1 Class A Members
Investors who contribute capital to the Company through Contributions of Cash in exchange for the purchase of Class A Interests
issued by the Company shall become Class A Members of the Company, once admitted by the Manager.
The Capital Contribution of the Class A Members shall result in fifty percent (50%) of the total interest in the Company.
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Company Operating Agreement
The minimum investment amount required of a Class A Investor is Five Hundred Dollars ($500) or Ten (10) Interests; however, the
Manager reserves the right to accept less than the minimum investment amount from a single Class A Investor in order to achieve the
maximum dollar amount of Interests to the Class A Investors, if less than the minimum investment amount required of each Class A
Investor is needed to do so.
2.1.2 Class B Members
The Manager (or its members and/or their Affiliates) will retain ownership of fifty percent (50%) of the Interests in the Company
in exchange for services to the Company. The Class B Interests shall be subordinate to the Class A Interests. The issuance of Class B
Interests is irrevocable even if Gilmore Homes Gilmore Loans, LLC is removed or resigns as the Manager of the Company.
The Manager reserves the right to allow the Class B members (or their members or Affiliates) to sell, grant, transfer, or convey
a minority of the Class B Interests to others without permission of the Class A Members as long as doing so does not: a) dilute the
Interests or percentage returns to the Class A Members, or b) allow any Class B Member to exert management control over the Manager.
GILMORE HOMES GILMORE LOANS LLC, its Affiliates or members (and/or their affiliates) may purchase Class A Interests at such
value as may be established from time to time on transfer of a Class A Members Interest per Articles 11 or 12 of this Agreement,
but they may be allowed to invest less than the minimum investment amount required of other Class A Members, at the Managers
sole discretion.
2.2 Percentage Interests
The Manager shall list the number of Units purchased and/or the dollar amount of each Members Capital Contribution and Percentage
Interests in Appendix B. Percentage Interests of the Members will be calculated in relation to the other Members in their Member
class or in relation to the total Interests.
2.3 Capital Calls;
Although the Manager intends to raise sufficient money from Investors in order to design, develop and distribute our residential
and commercial real estate, it is possible that the Manager may make a capital call in order to raise Additional Capital Contributions
with which the Company objectives and policies as outlined in the Memorandum.
2.3.1 Additional Capital Contributions
No Member shall be required to make an Additional Capital Contribution, if any portion (an Unpaid Portion) of any Members
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Company Operating Agreement
2.3.2 Cash Capital Contributions
Commitment consists of an obligation of such Member to contribute cash or property to the Company in the future, which obligation has
not yet been discharged, the other Members may require such Member to contribute cash in an amount equal to the product of such
members Percentage Interest multiplied by all monies that in the judgement of the other Members are necessary to enable the Company
to operate its business and maintain its assets and to discharge its costs, expense, obligations, and liabilities; provided, however,
that under no circumstances, shall a Member be obligated under this Section to contribute cash in an amount, in excess of the agreed
values (as stated in the Company records) of such Members Unpaid portion. Nothing contained in this Section is or shall be deemed
to be for the benefit of any Person other than Members and the Company, and no such Person shall under any circumstances have any right
to compel any actions or payments by the members.
2.3.3 Failure to Contribute
If a Member (Delinquent Member) does not contribute all or any portion of the Capital Contribution required pursuant to and at the
time required by, such Members Commitment, the Company may sell additional interests in the Company to existing Members on a
Right of First Refusal Basis at a rate of 1.5 times the value of the original investment. If the existing Members of the Company
do not elect to participate in the purchase of additional interests, the Company may sell the interests to a third party at a rate
of 1.5 times the value of the original investment. For example, if there is a Capital Call of $100,000 to which a Member is called
to contribute 10%, and the Member fails to contribute, the dilution will actually count towards their Percentage Interests at a rate
of 1.5 times the value and it will instead be attributed to the value of the purchasing Member or third party.
2.4 Time of Capital Contributions; Withdrawal Not Permitted
Member Capital Contributions shall be made in full on admission to the Company. No portion of the capital of the Company may be
withdrawn until dissolution of the Company, except as otherwise expressly provided in this Agreement.
2.5 Capital Accounts
An individual Capital Account shall be maintained for each Member in accordance with Treasury Regulation section 1.704-1(b)(2)(iv)
and as further described in the attached Appendix C. Calculation of Member Percentage Interests will be determined on close of the
offering to new Investors, and shall be calculated as described in Article 2.2 hereof.
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Company Operating Agreement
3. Manager Advances and Member Loans
If required to protect or preserve the Company assets, the Manager has the sole discretion to apply other available Company funds
to pay any Company obligations. However, if sufficient Company funds are not available, the Manager or one or more Members may loan
funds to the Company subject to the following provisions:
3.1 Manager Advances
The Manager may, but is not required to, loan its own funds or defer reimbursement of its out of pocket expenses as an Advance.
The Company shall reimburse the manager for any such Advance from the date of the loan or deferral as soon as is practical together
with the simple annualized interest at ten percent (10%). Interests on Manager Advances shall be an expense of the Company when paid
and shall accrue from the date of inception for a Manager loan, or from the date reimbursement was due for any Advance related to a
deferred reimbursement.
3.2 Member Loans
Alternatively, the Manager may obtain a loan from one or more Members as and when necessary to continue the business of the Company,
which shall earn ten percent (10%) per annum Interest from the date of inception. Additionally, please also be advised that our Company
acting as both a proptech and fintech emerging growth company via Gilmore Homes Gilmore Loans, LLC (Gilmore Loans) will offer to the
general public (in the future) as well as Members (in the future) being allowed to apply for one of our loans and insurances products
through Gilmore Loans, which will provide private: business, personal, student, car and home loans (mortgages) as well as low cost
renters, life, business, property/home and car insurances (as noted, in the future). Implementation of such will be after three (3) years,
once GH GL, LLC., is in full operations with the required licenses, permits, managers, employees, office facility(s), etc., and/or
when GH GL, LLC is exceptionally capitalize having over $50,000,000 in liquid assets (cash), which will be needed to operate such.
This is a long term goal of the company in the future, but not now or the next few years, as part of our real estate related transactions.
3.3 Right and Priority of Repayment
Principal and interest payments for a Manager Advance or Member Loan will be paid as an expense of the company as soon as sufficient
Company funds are available, or held for longer in order to build up Company reserves, at the Managers sole discretion.
A Manager or Member that make a loan to the Company shall be deemed an unsecured creditor of the Company for the purpose of
determining its right and priority of repayment of interests and principal of such Advance or Loan, and repayment of the
Principal will be paid in the order the Advance or Loan was made.
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Company Operating Agreement
3.4 Third Party Loans
In the event of a failed capital call, or the unavailability of a Manager Advance or Member Loan, the Manager may obtain a loan
and/or credit from one or more third parties as it deems appropriate to further the business objectives of the Company.
Such loan shall be made to the Company on such terms as the Manager deems reasonable and appropriate after taking into account the
urgency and needs for the funds.
Third party loans will be a critical part of our real estate development as an emerging growth company. Based on a successful capital
raise, if any, our Company will participate in borrowing money for our real estate development projects including leveraging our equity.
For example, if the company raises $20,000,000 to $50,000,000 (the maximum) in a successful company raise, that money will be used to
leverage debt financing for Gilmore Tower, a $200,000,000 project.
Even if the Company raises $100,000, that amount will be used to leverage a $1,000,000 construction loan to build small 4 to 10 unit
apartment complexes, up to 10 single family homes and/or the launch of our nationwide chain of $1.00 Stores such as Can You Spare a Dollar?
So, third party loans will be crucial to our real estate projects, developments and startup businesses as an emerging growth proptech
and fintech company.
4. Cash Distributions to Members
The Members may receive Distribute Cash from the Company as authorized in the Agreement. In general, the Manager intends to operate
the Company in such a manner as to generate Distributable Cash it can share with the Members.
Distributable Cash shall be determined by the sole discretion of the Manager after sufficient Working Capital and Reserves.
Distributions to Class A Members, when made, will be allocated among them in proportion to their Percentage Interests in the Class
A Interests.
Distributable Cash, if any, will be distributed until expended, in the order described in Sections 4.1 and 4.2 below, depending on
the phase of operation of the Company. Distributions will be evaluated on a quarterly basis, although the Manager anticipates that
there may not be any Distributions until one full year after investing activities have commenced.
4.1 Cash Distributions during Operations
Cash Flow, if any, derived from operation of the Company will be evaluated on a quarterly basis, and disbursed in the order provided
below until expended.
4.1.1 Preferred Return
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Company Operating Agreement
First, to the Members, pro rata in accordance with their percentage interests in the Company as defined in the Operating Agreement
(Percentage Interests), until all Members have received a cumulative, non compounded preferred return of 10% per annum on their
Capital Contributions.
4.1.2 Distributions to the Class A and Class B Members
Secondly, fifty percent (50%) to the Members in proportion to their respective percentage interests, and fifty percent (50%) to
the Manager.
4.1.3 No Return of Capital
The payments made pursuant to Section 4.1.1, shall not be deemed a return of any portion of a Members initial capital contribution.
However, the Manager may elect to use such proceeds to use a return of capital to Class A Members instead of distributions so long as
Members receive their promised returns. Such payments may be made if the Manager deems that such payments will present a tax advantage
to Class A Members.
4.1.4 Reserves
Notwithstanding anything contained in the Agreement to the contrary, the Manager, in the Managers sole and absolute discretion,
may use all or a portion of the Company Cash Flow to establish and fund a discretionary reserve(s) from time to time and in such
amounts to be determined in the Managers sole and reasonable discretion taking into account such factors as anticipated current and
future cash requirements of the Company. Such reserve(s) may be used to pay some or all of the distributions, whether accrued or current,
specified in this Section.
4.1.5 Distributable Cash
Distributable Cash, as defined, means, with respect to any period of the Company operations, the gross cash receipts of the Company,
including funds released from reserves, reduced by the sum of the following: (a) all principal and interest payments and other sums
paid on or with respect to any indebtedness of the Company, (b) all cash expenditures incurred incident to the operation of the Company
business, including without limitation, any capital expenditure, (c) all amounts due the Manger, and (d) such cash reserves as the Manager
shall from time to time designate or as may otherwise be required by the terms of the Agreement or loan documents entered into by the
Company in order to establish for working capital, compensating balance requirements, contingencies, payments of Distributions or the
funding of any other cash or capital requirements of the Company.
4.2 Withdrawal and Redemption
No Member may withdraw within the first 12 months of a Members admission to the Company. Thereafter, the Company will use its best
efforts to honor requests for a return of capital subject to, among other things, the Company then available cash flow,
Gilmore Homes Gilmore Loans | 16
Company Operating Agreement
financial condition, and approval by the Manager. The maximum aggregate amount of capital that the Company will return to the Members
each calendar year is limited to 10.0% of the value of the assets of the Company as of December 31 of the prior year. Notwithstanding
the foregoing, the Manager may, in its sole discretion, waive such withdrawal requirements if a Member is experiencing undue hardship.
Members may submit a written request for withdrawal as a Member of the Company and may receive a 100% return of capital provided that
the following conditions have been met: (a) the Member has been a Member of the Company for a period of at least twelve (12) months;
and (b) the Member provides the Company with a written request for a return of capital at least ninety (90) days prior to such
withdrawal (Withdrawal Request.).
The Company will not establish a reserve bank from which to fund withdrawals of Members capital accounts and such withdrawals are
subject to the availability of cash in any calendar quarter to make withdrawal distributions (Cash Available for Withdrawals)
only after: (i) all current Company expenses have been paid (including compensation to the Manager, Manager and its affiliates as
described in this Offering Circular); (ii) adequate reserves have been established for anticipated Company operating costs and other
expenses and advances to protect and preserve the Company investments in Properties; and (iii) adequate provision has been made for
the payment of all monthly cash distributions owing to Members.
If at any time the Company does not have sufficient Cash Available for Withdrawals to distribute the quarterly amounts due to all
Members that have outstanding withdrawal requests, the Company is not required to liquidate any of our development Properties for
the purpose of liquidating the capital account of withdrawing Members. In such circumstances, the Company is merely required to
distribute that portion of the Cash Available for Withdrawals remaining in such quarter to all withdrawing Members pro rata based
upon the relative amounts being withdrawal as set forth in the Withdrawal Request.
Notwithstanding the foregoing, the Manager reserves the right to utilize all Cash Available for Withdrawals to liquidate the capital
accounts of deceased members or ERISA plan investors in whole or in part, before satisfying outstanding withdrawal requests from any
other Members. The Manager also reserves the right, at any time, to liquidate the capital accounts of ERISA plan investors to the
extent the Manager determines, in its sole discretion, that any such liquidation is necessary in order to remain exempt from the
Department of Labor (plan asset) regulations. Additionally, the Manager has the discretion to limit aggregate withdrawals during
any single calendar year to not more than 10% of the total Company capital accounts of all Members that were outstanding at the
beginning of such calendar year.
5. Managers Fees or Other Compensation
5.1 Expense Reimbursement
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Company Operating Agreement
In addition to the Cash Distributions described in Article 4, the Manager, its members or their Affiliates may earn additional
compensation in the form of Fees, commission, reimbursements, interest or other compensation as further described in the Table
in 5.2 below. Such compensation will be paid as an expense of the Company prior to determining Distributable Cash, Managers Fees
are authorized in Article 5.2 of this Agreement.
The Manager reserves the right to defer collection of any compensation from the time it is earned until sufficient cash is available,
without forfeiting any right to collect, although the Manager may earn interest on any deferred compensation. The maximum amount of
compensation the Manager may receive is 10 percent (10%) that the Offering, Interests and Members Capital raises.
5.2 Fees Paid to Manager and/or Third Parties
The Manager and/or third parties may earn Fees for services they provide on behalf of the Company as further described below.
All Fees will be paid as an expense of the Company prior to determining Distributable Cash (as described in Article 4 above).
Phase of Operation Basis for Fee Amount of Fee
Acquisition Fee Fees charged to the Company as 0%; Manager shall NOT
properties and businesses are receive any fees for
built and developed. Acquisition of land and
properties.
Asset Management Fee Fees charged to the Company for 10%; Manager will
management of its investments, receive a 10% fee,
businesses and real estate allocated per year in lieu
projects / properties. of direct compensation
and any fees thereof,
from capital raised,
members and interests.
The Manager shall also
be responsible for
hiring any employees or
Managers, to be paid out
out of that 10%; 90%
will remain and be
disbursed to members
and operations.
Developers Fee Fees charged to the Company
on an ongoing basis for the 0%; None
management and development of projects.
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Company Operating Agreement
Phase of Operation Basis for Fee Amount of Fee
Company Management Fee Fees charged to the Company 50/50 split; 50% of
for management of the Company Profit Sharing of the
and its operations. Distributable Cash,
that is available after
Members have received
their Preferred Returns.
6. Rights and Duties of Manager
6.1 Management
The Manager shall manage all business and affairs of the Company. The Manager shall direct, manage, and control the Company to the best
of its ability and shall have full and complete authority, power, and discretion to make any and all decisions and to do any and all
things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company.
6.2 Number of Managers, Tenure and Qualifications
Gilmore Homes Gilmore Loans, LLC in association with the Michael L Gilmore Development Co., dba, GH GL, LLC via this Regulation A
Offering, shall be the initial Manager of the Company. The Manager shall and will hold office until a successor have been elected and
qualified in the future. Successor Manager(s) need not be a Member of the Company or residents in the State of Georgia.
In many of our real estate development projects and startup businesses, managers who are qualified will run the day to day operations,
at our new stores and restaurants via the Mall of Atlanta @ Gilmore Tower, our chain of Can You Spare A Dollar? $1.00 Stores, Gil $ Mart,
a general merchandise big box store, etc., for example, which our company will scale around the United States. Our company project(s),
pending on a successful crowdfunding raise, interests and members capital via our Offering from accredited investors and non accredited
investors (limited), will require a large amount of new, hired managers for our 85 company owned subsidiaries and businesses, if and only
if equity (cash) is successful from our Regulation A.
6.3 Authority of the Manager
Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall
have the obligation and the exclusive right to manage the day to day activities of the Company including, but not limited to performance
of the following activities.
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Company Operating Agreement
The Manager may:
* Capitalize the Company via the sale of Units or Interests in the Company as described in
Article 2 hereof;
* Acquire by purchase or otherwise, any real or personal property which may be necessary
convenient, or incidental to the accomplishments of the business of the Company;
* Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental
to the accomplishments of the purposes of the Company and securing the same by mortgage,
loan, venture, revenue bond, crowdfund, or any other appertaining to our development projects
and properties, including the right (but not the obligation) to personally and voluntarily
guarantee such obligations;
* Open, maintain (and close, as appropriate), all Company bank accounts and (subject to any
limitations set forth herein) drawing checks and other instrument for the payment of funds
associated with acquiring raw land, acquiring land in case of old and abandon residential and
commercial properties occupied on the land (all tear downs), designing, developing and
distributing our new real estate properties and businesses;
* Make all decisions relating to lending and borrowing of the Company and its capital,
management of development properties, management of our business startups, subsidiaries
and companies;
* Employ such relevant agents, employees, managers, architects, general contractors,
independent contractors and attorneys, auditors, etc., as may be reasonably necessary to carry
out the purpose of this Agreement;
* Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to
accomplish any development improvements, our Business Plan, real estate objectives and
transactions, the acquisition and development of properties here in Atlanta, Georgia and
across the United States;
* Establish a reasonable Reserve fund for operations of the Company and potential future or
contingent Company liabilities;
* Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or
against the Company to the extent that any settlement of a claim does not exceed available
insurance proceeds;
* Work with a CPA firm in is preparation of Company budgets and financial reports, when
necessary or appropriate to the Company operations, including but not limited to, all federal
and state tax returns, reports and periodic financial statements including independent audits
Gilmore Homes Gilmore Loans | 20
Company Operating Agreement
submitted to the SEC, for ongoing financial reports;
* Execute and deliver bonds and/or conveyances in the name of the Company provided same
are done in the ordinary course of the Company business; and
* Make an annual calculation of the Estimated Market Value of the Company and report it to
the Members using any commercially acceptable method for doing so.
6.4 Major Decisions; Restrictions on Authority of Manager
The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following
Major decisions without first having obtained the affirmative vote of a Majority of Interests of all Members:
* Cause or permit the Company to engage in any activity that is not consistent with the
purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof.
* File a lawsuit on behalf of the Company or confess a judgment against the Company in an
amount in excess of insurance proceeds.
* Knowingly perform any act that would subject any Members to liability as a general partner
in any jurisdiction.
* Cause the Company to voluntarily take any action that would cause the detriment or
bankruptcy of the Company.
* Issue, create or authorize for issuance any equity securities (including Units, securities
convertible into or exchangeable for any Units in other equity securities, and equity securities
issued in connection with any debt securities), with rights or preferences as to Distributions
senior to the existing and outstanding Units, or reclassify any existing securities into equity
securities with rights or preferences as to Distributions senior to the existing and outstanding
Units, by means of amendment to this Agreement or by merger, consolidation, operation of
law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member.
* Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof
and Section 3.2 of Appendix C hereto.
* Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2
hereof.
The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in
this Agreement (see Summary of voting rights in Article 7.4).
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Company Operating Agreement
6.5 Employment of Affiliated or Unaffiliated Service Providers
The Company may employ affiliated or unaffiliated service providers, including, but not limited to real estate brokers,
landlord/retail brokers, property managers, engineers, contractors, architects, title or escrow companies, attorneys, accountants,
bookkeepers, property inspectors, etc., as necessary to facilitate the acquisition of land, development of properties, management,
and the construction and establishment of our concept retail stores and restaurant, etc.
6.6 Delegation of Duties
The Manager shall have the right to perform or exercise any of its rights or duties under this Agreement through delegation to
or contract with affiliate or unaffiliated service providers, agents, or employees of the Manager, provide that all contracts with
Affiliated Persons are on terms at least as favorable to the Company as could be obtained through arms length negotiations with
unrelated third parties; and further provided that the Manager shall remain primarily responsible for the active supervision of such
delegated work.
6.7 Consultation; Quarterly Reports
The Manager agrees to use its best efforts at all times to keep the Members advised of material matters affecting the Company and
to provide periodic reports to the Members, which may be oral or in written form at the Managers discretion. Further, the Manager
will be available for questions during normal business hours as well as communications via email and mail.
6.8 Managers Reliance on Information Provided by Others
Unless the Manager has knowledge concerning the matter in question that makes reliance by the Manager unwarranted, the Manager is
entitled to rely on information, opinions, reports, or statements, including but not limited to financial statements or other
financial data, if prepare or present by:
* One or more Members, Managers, employees, or contractors of the Company whom the
Manager reasonably believes to be reliable and competent in the matter presented;
* Legal counsel, accountants, or other persons as to matter that Manager reasonably believes
are within the persons professional or expert competence; or
* A committee of members or managers of which he or she is not a member if the Manager
reasonably believes the committee merits confidence.
Gilmore Homes Gilmore Loans | 22
Company Operating Agreement
6.9 Fiduciary Duties of Manager
The fiduciary duties the Manger owes to the Company and the other Members include only the duty of care, the duty of disclosure,
and the duty of loyalty, as set forth below. A Member has a right to expect that the Manager will do the following:
* Use its best efforts when acting on the Company behalf,
* Not act in any manner adverse or contrary to the Company or a Members interests,
* Not act on its own behalf in relation to its own interests unless do so is in the best interests of
the Company and is fair and reasonable under the circumstances, and
* Exercise all of the skill, care, and due diligence at its disposal.
In addition, the Manager is required to make truthful and complete disclosures so that the Members can make informed decisions.
The Manager is forbidden to obtain an advantage at the expense of any of the Members, without prior disclosure to the Company and
the Members.
6.9.1 Duty of Care and the Business Judgement Rule
Just as officers and directors of corporations owe a duty to their shareholders, the Manager is required to perform its duties with
care, skill, diligence, and prudence of like persons in like positions. The Manager will be required to make decisions employing
the diligence, care, and skill an ordinary prudent person would exercise in the management of their own affairs.
The business judgement rule should be the standard applied when determining what constitutes care, skill, diligence, and
prudence of like persons in like positions.
6.9.2 Duty of Disclosure
The Manager has an affirmative duty to disclose material facts to the Members. Information is considered material if there is
a substantial likelihood that a reasonable Investor would consider it important in making an investment decision.
The Manager must not make any untrue statements to the Members and must no omit disclosing any material facts to the Members.
The Manager has a further duty to disclose conflicts of interest that may exist between the interests of the Manager and its Affiliates,
and the interests of the Company or any of the individual Members.
Gilmore Homes Gilmore Loans | 23
Company Operating Agreement
6.9.3 Duty of Loyalty
The Manager has a duty to refrain from competing with the Company in the conduct of the Company business prior to the dissolution
of the Company, except that the Members understand and acknowledge that the Manager has other interests in similar properties and
companies that may compete for its time and resources, which shall not be considered a violation of this duty.
6.10 Limited Liability of the Members and the Manager
No Person who is a Member, Manager, or officer of the Company shall be personally liable under any judgment of a court, or in
any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract,
tort, or otherwise, solely by reason of being a Member, Manager, or officer of the Company, unless such member, Manager or officer
expressly agrees to be obligated personally for any or all of the debts, obligations, and liabilities of the Company
(e.g., such as a loan guarantor, etc.).
6.11 Indemnification of the Manager and the Members
The Manager or a Member shall not be subject to any liability to the Company for the doing of any such act or the failure to do
any act authorized herein, provided it was performed in good faith to promote the best interests of the Company, including any
liability, without limitation, of any Manager, Member, officer, employee or agent of the Company, against judgments, settlements,
penalties, fines, or expenses of any kind (including attorneys fees and costs) incurred as a result of acting in that capacity.
Nothing in this section shall be construed to affect the liability of a Member of the Company (1) to third parties for the
Members participation in tortious conduct, or (2) pursuant to the terms of a written guarantee or other contractual obligation
entered into by the Member (such as a loan guarantee, etc.).
6.11.1 Indemnity of the Manager
The Manager (including its members, officers, employees, and agents) are specifically excluded from personal liability for any
acts related to the Company, whether they relate to internal disputes with Members, external disputes with third parties or
regulatory agencies, etc., except for cases where a finding is made by a court of law or arbitrator that the Manager engaged in:
* Intentional misconduct including, but not limited to, a knowing violation of the law; or
* For liabilities arising under violation of the Securities Act of 1933, any regulations
promulgated thereto, or any state securities laws (as such indemnification is against public
policy per the SEC).
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Company Operating Agreement
Except for these exclusions, the Company shall indemnify and hold harmless the Manager from and against any and all loss, cost,
liability, expense, damage or judgment of whatsoever nature to or from any Person or entity, including payment for the Managers
defense (including reasonable attorneys fees and costs) arising from or in any way connected with the conduct of the business of
the Company. See also Article 13.3.4 regarding attorneys fees and costs related to internal disputes.
Further, each Member shall indemnify and hold harmless the Manager, its officers, shareholders, directors, employees and agents
from and against any and all loss, cost, liability, expense, damage or judgment of whatsoever nature to or from any Person or entity,
including reasonable Attorneys fees, arising from or in any way connected with any liability arising from that Members
misrepresentation(s) that it met the Suitability Standards established by the Manager for Membership in the Company prior to its
admission as a Member.
6.12 Liability Insurance
The Company may, at the Managers discretion, and as a Company expense, purchase and maintain insurance on behalf of the Company,
the Manager, a Member, or employee(s) of the Company against any liability asserted against and incurred by the Company, the Manager,
a Member, or employee in any capacity relating to or arising out of the Company, Members, Managers, or employees status as such.
Such insurance may be in the form of Directors and Officers Insurance, Key Man Insurance, Employers Liability Insurance, General Business
Liability Insurance, and/or any other applicable insurance policy.
6.13 Management: His Exclusive or Non Exclusive Duties to Company
The Manager shall not be required to manage the Company as its sole and exclusive function and may have other business interests
and may engage in other activities in addition to those relating to the Company (i.e., such as the 85 companies that will occupy
the Mall of Atlanta, Gilmore Tower, etc., which Manager Gilmore Founded; (see Company Subsidiaries and Growth Businesses
in the Offering Circular). Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or
participate in such investments or activities of the Manager or to the income or proceeds derived therefrom, except in the
companies where the split 50/50 occurs and are developed accordingly.
7. Rights and Obligations of Members
7.1 Limitation of Liability
Each Members liability shall be limited to the extent allowable by the Act and other applicable law. The debts, obligations and
liabilities of the company, whether arising from contracts, tort or otherwise, shall be solely the debts obligations and liabilities
of the Company.
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Company Operating Agreement
No Member or Manager shall be obligated personally for such debt, obligation, or liability of the Company, solely by reason of
being a Member of the Company.
7.2 Company Debt Liability
A Member will not be personally liable for any debts or losses of the Company beyond the Members respective Capital Contributions,
except as otherwise required by law or any personal guarantees or financing requirements. Depending on lender requirements, some or
all of the Members may be required to sign personal guarantees for financing of the development properties and may be required to
provide financial documentation of their individual financial condition to the institutional lender.
(Note, this will be limited as the equity (cash) raised in the Offering will leverage the debt to be financed such as shopping centers,
apartments, hotels, etc.)
In commencing debt, many institutional lenders require Investors owning more than twenty percent (20%) of the Interests to be
underwritten during the loan approval process and to execute loan documents. Members Obligation of Good Faith and Fair Dealing
shall be exalted at all times.
Each Member (and the Manager) shall discharge their duties to the Company and exercise any rights consistently with the contractual
obligation of good faith and fair dealing.
7.3 Authority of the Members; Summary of Voting Rights
Pursuant to this Agreement, the Manager has absolute powers to operate the business of the Company. The Members have authority to vote
only on the specific decisions authorized in various provisions of this Agreement, and summarized below.
7.3.1 Votes Requiring Unanimous Approval of All Members
Unanimous consent of all Members is required for any of the following matters:
* To authorize an act that is not in the ordinary course of the business of the Company; and
* To amend the Certificate of Organization or make substantive amendments to this Agreement
(per Article 15.2).
7.3.2 Votes Requiring Approval of 75% of the All Members Interests other than the Manager
Consent of the Members holding the seventy five percent (75%) of the Class A and Class B Interests (other than the Manager)
must affirmatively vote to approve any of the following actions:
* To issue a Notice to Perform to the Manager (see Article 8.2); and
* To remove the Manager for Good Cause (see Article 8.3).
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Company Operating Agreement
7.3.3 Votes Requiring Approval of a Majority of Interests of all Members
A vote of a Majority of Interests of all Members is required to:
* Approve any Major Decision (see Article 6.4);
* Fill a vacancy after the Manager has resigned or been removed (see Article 8.7);
* Admit an Additional Member to the Company from the sale of Additional Units (per Article
11.2 hereof);
* Appoint a new tax matters member (per Appendix C, Section 5);
* Exchange the Property(s) for another under Internal Revenue Code Section 1030; and
* Any other matter that a Member or the Manager wishes to put to a vote of the Members.
7.4 Participation
Except as otherwise set forth herein, the Members shall not participate in the day to day management of the business of the Company.
7.5 Deadlock
Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect
to any matter on which the Members are entitled to vote (as summarized in Article 7.4), the matter shall be subject to the
Internal Dispute Resolution Procedure described in Article 13 hereof.
8. Resignation or Removal of the Manager
8.1 Resignation
The Manager of the Company may resign at any time by giving written notice to the Members. However, this may require approval of a
lender if any loan was consolidated on the qualifications of the Manager. The resignation of the Manager shall take effect
sixty (60) days after receipt of notice thereof or at such other time as shall be specified in such notice, or otherwise agreed
between the Manager and Members. The acceptance of such resignation shall not be necessary to make it effective.
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Company Operating Agreement
8.2 Removal Process; Notice to Perform
Prior to initiating a removal action per this Article for Good Cause, all Class A and Class B Members (other than the Manager who
collectively own seventy five percent (75%) or more of the Interests (the requisite Interests) shall issue a Notice to Perform to
the Manager in accordance with the notice provision in Article 15.1 hereof. The Notice to Perform shall describe the matters of concern
to the Members and shall give the Manager up to sixty (60) days to correct the matter of concern to the satisfaction of the voting Members.
If the Manager fails to respond to the concerns or demands contained in such Notice to Perform then;
The Manager may be immediately removed, temporarily or permanently, for Good Cause determined by: (a) a vote of the requisite Members
describe above, or (b) by an arbitrator or judge per Article 13.5.4. Note, however, that removal of the Manager may require approval
of a lender or substitution of a loan guarantor if any loan was conditioned on the qualifications of the Manager.
8.3 Reasons for Removal; Good Cause Defined
The previous Manager must serve until a new Manager is hired or elected. The Class A members hereby agree that any right of removal
shall be exercised only in good faith. Good Cause shall include only the following, as determined by a vote of the requisite Interests
described in Article 8.2 above:
* Any of the acts described in Article 6.11 hereof;
* A breach of a Managers duties or authority hereunder;
* Willful or wanton misconduct;
* Fraud;
* Bad faith;
* Death or disability wherein the Manager (or any members of the Manger with authority to
Manage the Company) dies or becomes physically, mentally, or legally incapacitated such
that it can no longer effectively function as the Manager of the Company or the dissolution,
liquidation or termination of any entity serving as the Manager and no other member, officer,
or director of the Manager is willing or able to effectively perform the Managers duties;
* Disappearance wherein the Manager (or each of the members of the Manager) fail to return
phone calls and/or written correspondence (including email) for more than thirty days (30)
without prior notice of an anticipate absence, or failure to provide the Members with new
contact information;
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Company Operating Agreement
* Issuance of a legal charging order and/or judgement by any judgement creditor against the
Managers Interests in Cash Distribution or Fees from the Company; or
* The Manager become subject to a disqualifying event at any time during operation of the
Company.
8.4 Removal Notice Requirements
Notice of the Managers removal shall be provided in a Removal Notice, duly executed by the requisite Interests (per Article 82).
The Removal Notice shall be sent via express or overnight delivery to the removed Managers record place of business.
The Removal Notice shall designate the newly appointed manager who shall succeed the removed Manager, and/or a Member to
whom the removed Manager must convey all documents and things necessary to continue management of the Company.
Within fifteen (15) business days of such Removal Notice, or such reasonable extension as the removed Manager shall request
(which shall in no case exceed thirty (30) calendar days), the removed Manager shall voluntarily surrender all documents, books,
records, bank accounts, and things (Document and Things) related to management of the Company to the newly appointed Manager or
designated Member. If the removed Manager fails to voluntarily comply with this Article, the Company may seek reimbursement for
any costs associated with obtaining such Documents and Things from the removed Manager or re creating them, by deducting the costs,
including attorneys fees and other necessary costs of collection (on production of receipts therefore) or forensic reconstruction,
from any Distributable Cash or Fees the removed Manager may otherwise be entitled to collect as described in Article 4.
8.4.1 Removal of an Affiliated Property Manager
If the Manager is removed for Good cause, any Affiliate of the Manager then acting as the Property Manager (if one exists) may
be concurrently removed, if the Property Manager is also specified in the Notice to Perform and Notice of Removal provided by
the Class A Members. Removal of any Affiliated Property Manager, if included, shall take effect concurrent with the effective
date of removal of the Manager. If the Affiliated Property Manager is not specified in the Notice to Perform and Notice of Removal,
or if the Property Manager is not affiliated with the Manager, its removal, if desired, must be performed pursuant to the terms of
any contract between the Property Manager and the Company.
8.5 Effect of Resignation or Removal on Managers Cash Distribution and Fees
In the event of removal or resignation of the initial Manager, Distributions and Fees due the Manager will be reallocated between
the former and new Manager as described below:
* Expense Reimbursements: Regardless of resignation or removal, the initial Manager will still
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Company Operating Agreement
be entitled to reimbursements for its costs related to startup and operation, and any interest
due thereon, as described in Article 5.1, even if the amount due remains uncollected at the
time of removal.
* Distributions or Membership Interests of class B Members: The Class B Interests are
irrevocable, and GILMORE HOMES GILMORE LOANS, LLC Class B Interests will be
unaffected by its resignation or removal as the initial Manager of the Company.
See Articles 4 and 5.
A removed Manager shall be entitled to copies of all financial statements to the Members for so long as it has continued rights to
Fees or Distribution. To the extent a member of the removed Manager or the Manager itself remains Member of the Company, it shall
retain all rights of any other Member entitled to participate in Cash Distributions, telephone calls, voting, and/or correspondence
between the replacement Manager and the Members.
8.6 Applicability of Internal Dispute Resolution Procedure
Nothing in Article 13 (i.e., the Internal Dispute Resolution Procedure) shall prevent any Manager from being immediately removed
pursuant to the procedures described in this Article. However, the removed Manager may request application of the Internal Dispute
Resolution Procedure (as described in Article 13) to settle disputes related to possible reinstatement or a determination of the
amount(s) of Distributable Cash or Fees to which the removed Manager may be entitled.
The removed Manager shall have only ninety (90) days from: (a) removal, or (b) from receipt of Fees/Distributable Cash from which
deductions have been taken, to invoke the Internal Dispute Resolution Procedure described in Article 13 for resolution of any dispute
related to such matters. The removed Managers failure to provide a written objection (per the provisions of Article 13) within
ninety (90) days of the occurrence (a) or (b) above shall be deemed acceptance.
8.7 Vacancies
In the event the Manager has resigned or has been removed or has otherwise ceased to be Manager, the vacancy shall be filled on
the affirmative vote of a majority of Interests of all Members. A Manager elected to fill a vacancy shall be elected for the
unexpired term of its predecessor and shall hold office until the expiration of such term and until the replacement Managers
successor shall be elected and shall qualify or until his earlier death, resignation, removal, liquidation, dissolution or termination.
9. Meetings of Members
9.1 Annual Meeting
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Company Operating Agreement
No Annual Meeting of the Members is required.
9.2 Meetings
A meeting of the Members may be called at any time and for any purpose whatsoever by the Manager or by any of the Members
representing a Majority of Interests, followed by the procedures specified below.
When Members representing a Majority of Interests wish to call a Meeting, they shall notify the Manager, who shall promptly give
notice of the Meeting to the other Members. In the event the Manager fails to give the notice within three (3) days of the receipt
of the request, any Member or group of Members representing a Majority of Interests may provide notice to the other Members.
For purposes of determining the requisite Interests, such notice shall provide the names of the Members calling such vote.
9.3 Place of Meetings
The Manager may designate any place, either within or outside of the State of Georgia, as the place of meetings of the Members.
Meetings my also include video presentations, live chats, etc.
9.4 Notice of Meetings
Except as provided in Article 9.5 below, written notice stating the place, day, and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given at least three (3) days and not more than ninety days before the date
of the meeting. A vote taken at a meeting with less than three (3) days notice will only be valid if all of the Members
provide unanimous written consent.
9.5 Meeting of all Members
If all of the Members meet at any time and place, either within or outside of the State of Georgia, and consent to the holding of
a meeting at such time and place in writing, such meeting shall be valid without call or notice, and at such meeting, a lawful vote
may be taken.
9.6 Record Date
For the purpose of determining: 1) Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof;
2) Members entitled to receive payment of any Cash Distribution; or 3) to make a determination of Members for any other purpose;
the date on which notice of the meeting is mailed or the date on which the resolution declaring such Distribution is adopted,
as the case may be, shall be the record date for such determination of Members.
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Company Operating Agreement
9.7 Quorum
Members representing a Majority of Interests, whether represented in person or by proxy, shall constitute a quorum at any duly
noticed meeting of Members (per Article 9.4). In the absence of a quorum at any such meeting, a majority of the Members present
may continue or adjourn (i.e., reschedule) the meeting for a new date to occur within thirty (30) days. A notice of the adjourned
meeting shall be given to each Member of record entitled to vote.
9.8 Manner of Acting
An affirmative vote of the requisite Interests (see summary in Article 7.4) shall be considered an act of the Members on such
matters as they are entitled to vote. Consent transmitted by electronic transmission by a Member or Person authorized to act
for a Member shall be deemed to have been written and signed by the Member, regardless of whether they appeared at a meeting.
9.9 Proxies
At all meetings of Members, a Member may vote in person, by proxy executed in writing by the Member, or by a duly authorized
attorney in fact. Such proxy shall be filed with the Manager of the Company before or at the time of the meetings.
No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxies.
9.10 Action by Members without a Meeting
Action required or permitted to be taken at a meeting of Members may only be taken without a meeting if the action is approved
by written consent of the requisite Percentage Interests describing the action taken, signed by every Member entitled to vote,
and delivered to the Manager of the Company for inclusion in the minutes or filing with the Company records.
Action taken under this Article shall become effective at such time as the requisite Percentage Interests of the Members entitled
to vote have provided written consent (unless the consent specifies a different effective date), regardless of whether the Member
participated in any meeting in which such matters were discussed. The correct date for determining Members entitled to take action
without a meeting shall be the date the first Members signs a written consent.
9.11 Electronic Meetings
Meeting of Members may be held by means of a conference telephone call or conference live calls so that all Persons participating
in the meeting can hear each other. Participation in a meeting held by conference calls shall constitute presence of the Person
at the meeting.
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Company Operating Agreement
9.12 Waiver of Notice
When any notice is required to be given to any Member, a waiver thereof in writing signed by the Person entitled to such notice,
whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.
10. Fiscal Year, Books and Records, Bank Accounts, Tax Matters
10.1 Fiscal Year
The Company, for accounting and income tax purposes, shall operate a Fiscal Year (FY) ending December 31st of each year, and
shall make such income tax elections and use such methods of depreciation as shall be determined by the Manager.
The books and records of the Company will be kept on a tax basis in accordance with sound accounting practices to reflect
all income and expenses of the Company.
10.2 Company Books and Records
During the term of the Company and for seven (7) years thereafter, the Company shall keep at its principal place of business,
the following:
* A current list of the name and last known address of each Member and Manager;
* Copies of records that would enable a Member to determine the relative voting rights, if any,
of the Members;
* A copy of the Certificate of Organization, together with any amendments thereto;
* Copies of the Company federal, state, and local income tax returns, if any, for the seven
(7) most recent years;
* A copy of this Company Agreement and any amendments that are in writing, together with
any amendments thereto; and
* Copies of financial statements, if any, of the Company for the seven (7) most recent years.
A Member may:
* At the Members own expense, inspect and copy any Company record upon reasonable request
during ordinary business hours; and
* Obtain from time to time upon reasonable demand;
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Company Operating Agreement
* True and complete information regarding the state of the business and financial condition
of the Company;
* Promptly after becoming available, a copy of the Company federal, state, and local
income tax returns, if any, for each year; and
* Other information regarding the affairs of the Company as is just and reasonable.
As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the company documents listed
above at the Members expense. But, the Member must give seven (7) days notice to the Manager of such Members intent to inspect
and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Members
Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and
material, for copies of records furnished. The Company may elect, at is option, to provide the requested document electronically.
To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.
10.3 Bank Accounts
All funds of the Company shall be held in a separate bank account(s) in the name of the Company as determined by the Manager.
10.4 Reports and Statements
The Company shall endeavor, at its expense by April 1 of each year, to deliver to the Members the following unaudited financial
statement, which obligation may be satisfied by delivery to the Members of:
* A copy of the Company federal tax return;
* A profit and loss statement for such period; and
* A balance sheet for the Company as of the end of such period;
The Manager shall, at the expense of the Company prepare, or cause to be prepared, for delivery to the Members prior to the due
date thereof (excluding extensions), all federal and any required state and local income tax returns for the Company for each
Fiscal Year of the Company.
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Company Operating Agreement
10.5 Tax Matters
The Manager shall have the authority, subject to the provisions of this Agreement, to make any election provided under the Code
or any provision of state or local tax law. Additional information on designation of a tax matters member is provided in
Appendix C, attached hereto. Further, the Manager shall have the authority to direct and/or remit withholding amounts from
a Non-U.S. Persons Distributions, as necessary to comply with the Foreign Investor Real Property Tax Act of 1980 (FIRPTA) or
other U.S. tax obligation of the Non U.S. Person.
11. Voluntary Transfer: Additional and Substitute Members
This Article 11 pertains to the Interests of the Class A Interests in the Company. The Manager has the sole and exclusive authority
to grant, convey, sell, transfer, hypothecate, disassociate or otherwise dispose of all or a portion of its Class B Interests without
input or vote of the Class A Members.
11.1 Voluntary Withdrawal, Resignation or Disassociation Prohibited
A Member may not withdraw, resign or voluntarily disassociate from the Company, unless such Member complies with the transfer provisions
set forth in this Article or withdraw pursuant to Article 4. The provisions of this Article shall apply to all Voluntary Transfers
of a Members Interests outside of the Withdrawal Policy of the Company. Involuntary Transfers are addressed in Article 12.
11.2 Admission of Additional Members
Once the Manager closes the offering period for the sale of new Interests, no additional Interests in the Company may be sold,
or any Additional Members admitted, unless a) the admission of an Additional Member is approved by a Majority of Interests of
all Members, or b) a Majority of Interests of all Members approve a capital call per as described in Article 2.3., in which case
the Manager reserves the right to authorize the sale of additional Units to new or existing Members, and to admit new Members
whose Class or Interests may be equal or senior the Class A Interests as necessary to raise the needed capital.
11.3 Transfer Prohibited Except as Expressly Authorized Herein
No Member may voluntarily, involuntarily, or by operation of law assign, transfer, sell, pledge, hypothecate, or otherwise dispose
of (collectively transfer) all or part of its Interests in the Company, except as is specifically permitted by this Agreement or
authorized by the Manager. Any Voluntary Transfer made in violation of this Article shall be void and of no legal effect.
Further, in no event shall any Voluntary Transfer be made within one (1) year of the initial sale of the Interests proposed for
transfer unless the Transferor provides a letter from an attorney,
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Company Operating Agreement
acceptable to the Manager, stating that in the opinion of such attorney, the proposed transfer is exempt from registration under
the Securities Act and under all applicable state securities laws or is otherwise compliant with rule 144 under the Securities
Act of 1933. The Manager is legally obligate to refuse to honor any transfer made in violation of this provision.
11.4 Conditions for Permissible Voluntary Transfer; Substitution
A permitted transfer of any Members Interest shall only be granted as to the Members Economic Interest unless the Manager accepts
a permitted transferee (Transferee) as a Substitute Member. A permitted Transferee shall become a Substitute Member only on
satisfaction of all of the following conditions:
* Filing of a duly executed and acknowledged written instrument of assignment in a form
approved by the Manger specifying the Members Percentage Interest being assigned and
setting for the intention of the assignor that the permitted assignee succeed to the assignors
Economic Interests (or the portion thereof) and/or its Interest as a Member;
* Execution, acknowledgement and delivery by the assignor and assignee of any other
instruments reasonably required by the Manager including an agreement of the permitted
assignee to be bound by the provisions of this Agreement; and
* The Managers approval of the Transferees or assignees admission to the Company as a
Substitute Member and concurrent and complete Disassociation of all of the Membership and
Economic Interests of the Transferor.
11.4.1 Transfer of a Members Interest to an Affiliate
Nothing in this section shall prevent a Member from transferring its entire Membership Interests (Economic and voting rights, etc.)
or any portion thereof to an Affiliate (as defined in Appendix D). Approval of Substituted Membership of an Affiliate shall not be
unreasonably withheld by action of the Manager on the delivery of all requested documents necessary to accomplish such a transfer.
However, any subsequent conveyance or transfer of ownership interests within the Affiliate so that it no longer meets the
definition of an Affiliate with respect to the original Member, shall make its membership in the Company subject to revocation
or Disassociation (per Article 12) by the Manager, Unless the Affiliate requests and is approved by the Manager as a Substitute Member,
an unauthorized Affiliate shall have only the Economic Interest of the former Member;
11.5 Voluntary Transfer; Right of First Refusal
11.5.1 Notice of Sale
In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its
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Company Operating Agreement
offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager.
The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling
Members Interest, which shall be offered to each in the order of priority described below:
* First, the Manager (or members of the Manager) may elect to purchase the entire Interest on
the same terms and conditions as contained in the Notice of Sale, but if they do not; then
* Second, all or part of the Member may purchase the entire Selling Members Interest on the
same terms and conditions as contained in the Notice of Sale; the Purchasing Members will
be given priority to purchase in the same ratio as their existing Percentage Interest before
allowing existing Members to purchase disproportionate amounts;
* Third, if the Members elect to purchase less than the entire Interest, the Manager (of the
members of the Manager) may combine in any ratio to purchase the remaining Interest,
providing the overall purchase is of the entire Selling Members Interest and on the same
terms and conditions as contained in the Notice of Sale; and
* Fourth, in the event that the Members and/or the Manager (or its members) fail to respond
within thirty (30) days of the Selling Members Notice of Sale, or if the Manager and/or the
Members expressly elect no to purchase the entire Selling Members Interest, the Selling
Member shall have the right to sell its Interest to the third party on the same terms and
conditions contained in the original Notice of sale.
* In the event the Selling Member receives or obtains a bona fide offer from a third party to
purchase all or any portion of its Interest in the Company, which offer it desires to accept,
then prior to accepting such offer, the Selling Member shall give written notice (the Notice
of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of
such offer, including without limitation the identity of the third party, and the purchase price
of terms of payment.
* If the terms are different than the original Notice of Sale offered to the Manager, the Selling
Member must comply again with the terms of this Article (giving the Manager and Members
the first right to purchase its Interest on the same terms and conditions offered by the third
party) with respect to the existing offer and all subsequent third party offers.
* If the Manager approves the sale to the third party, it must be completed within three (3)
months. If the sale to the third party is not consummated on the terms contained in the
approved Notice of Sale within three (3) months following the date of the Notice of Sale,
then the Member must seek a renewed approval from the Manger, who may require that the
Member again comply with the first right of refusal provision of this Article.
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Company Operating Agreement
In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of
the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the
Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.
11.5.2 Costs of Conveyance for Voluntary Transfer
In the event that the Manger and/or the Members elect to purchase as provided via this Article, the cost of such transaction,
including without limitation, recording fees, escrow fees, if any, and other fees (excluding attorneys fees which shall be the
sole expense of the party who retained them) shall be divided 50/50 between the Selling Member and the Purchasing Member.
The Purchasing Members shall each contribute their respective share of the transaction costs in proportion with their share of the
purchased Interest. The Selling Member shall deliver all appropriate documents of transfer for approval by the Manager, at least
three (3) days prior to the closing of such sale for its review and approval.
From and after the date of such closing, whether the sale is made to the Members, the Manager, or to the third party, the Selling
Member shall have no further Interest in the Assets or income of the Company and, as a condition of the sale, the Person(s) or
entities purchasing the Interests shall indemnify and hold harmless the Selling Member from and against any claim, demand, loss,
liability, damage or expense, including without limitation, attorneys fees arising from the subsequent operation of the Company.
11.5.3 Rights and Interests of Voluntary Transferee; Adjust of Voting Rights
If a Member transfer its Interest to a third party Transferee pursuant to this Article, such Transferee shall only succeed to the
Members Economic Interest unless and until it complies with the provisions of Article 11.4 and is approved by the Manger as a
Substitute Member.
Until such time, if ever, that the third party Transferee becomes a Substitute Member, the voting Interests of the Remaining
Members (i.e., all Members other than the Selling Member) will be increased proportionate with their Percentage Interests in
the Company as if they had purchased the Selling Members Interest.
The obligations, rights and Interests of the Selling, purchasing, and any Substitute Members shall inure to and be binding upon
the heirs, successors and permitted assignees of such Members subject to the restriction of this Article. A third party Transferee
shall have no right of action against the Manager of the Company for not being accepted as a Substitute Member.
11.6 Withdrawal After One Year
Notwithstanding the foregoing, a Member may make a Withdrawal Request one year after the Members been accepted as a Member of the
Company by the Manager in accordance with Article 4.
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Company Operating Agreement
12. Involuntary Transfer; Disassociation
12.1 Disassociation for Cause
A Member may be disassociated (i.e., expelled) from the Company a) pursuant to a judicial determination, or b) on application by the
Manager, another Member of the same class, for Cause (defined in the bullets below); upon a written finding by the Manager or
applicable judicial body that such Member:
* Engaged in wrongful conduct that adversely and materially affected the Company
business;
* Willfully or personally committed a material breach of this Agreement;
* Engaged in conduct relating to the Company business, which makes it not reasonably
practicable to carry on the business with the Member; or
* Engaged in willful misconduct related to its Membership in the Company.
12.2 Disassociation by Operation of Law
Additionally, a Member may be disassociated by operation of law, affected solely by action of the Manager, upon the occurrence of
any of the following triggering events:
* Upon Voluntary or Involuntary Transfer of all or part of a Members Economic Interest;
* Dissolution, suspension, or failure to maintain the legal operating status of corporation,
partnership or limited liability company that is a Member of the Company; or
* In the case of a Member that is a legal entity, the Members:
* Becoming a debtor in Bankruptcy;
* Executing an assignment of all or substantially all of its Economic Interest for the benefit
of creditors;
* The appointment of a trustee, receiver, or liquidator of the Member or all or substantially
all of the Members property including its Interest in the Company pursuant to an action
related to the Members insolvency; or
* In the case of a Member who is an individual;
* The Members death;
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Company Operating Agreement
* Becoming a debtor in Bankruptcy;
* The appointment of a guardian or conservator of the property of the member; or
* A judicial determination of incapacity or other such determination that the Member has
become incapable of performing its duties under this Agreement;
* In the case of a Member that is a trust or trustee of a trust, distribution of the trusts entire
rights to receive Distributions from the Company, but not merely by means of the
substitution of a successor trustee;
* In the case of a Member that is an estate or personal representative of an estate, distribution
of the estates entire rights to receive Distributions from the Company, but not merely the
substitution of a successful personal representative; or
* Termination of the existence of a Member if the Member is not an individual, estate, or trust,
other than a business trust.
12.3 Effect of Disassociation
Immediately on mailing of a notice of Disassociation sent by the Manager to a Members last known address, unless the reason
for Disassociation can be and is cured within sixty (60) days, a Member will cease to be a Member of the Company and shall
henceforth be known as a Disassociated Member. Any successor in Interest who succeeds to a Members Interest by operation of law
(per Article 1.2) shall henceforth be known as an Involuntary Transferee.
Subsequently, the Disassociated Members right to vote or participate in management decisions (as summarized in Article 7.4) will
be automatically terminated. A Disassociated Member (or its legal successor) will continue to receive only the Disassociated
Members Economic Interest in the Company, unless the Disassociated member/Involuntary Transferee elects to sell its Interest
to the Manager or Members (Purchasing Members) or to a third party buyer (Voluntary Transferee) following the procedures
describe in Article 11.5; and/or a Voluntary or Involuntary Transferee seek admission and is approve by the Manager as a
Substitute Member (per Article 11.4).
Until such time, if ever, that the Manager approves the transfer of the entire Disassociated Members Membership Interest to the
Purchasing members or a Substitute Member, the voting interests of the Remaining Members will be proportionately increase as
necessary to absorb the Disassociated Members voting Interests.
If a Members objects to Disassociation, they will be bound to resolve the dispute in accordance with the Internal Dispute
Resolution Procedure described in Article 13, unless the reason for the Disassociation can be resolved within sixty (60) days
to the satisfaction of the Manager, in which
Gilmore Homes Gilmore Loans | 40
Company Operating Agreement
case their full Membership Interest will be reinstated. If there is no Involuntary Transferee, and no third party buyer is found
and the Manger or remaining Members do not wish to purchase the Disassociated Members Interest, the Disassociated Member will
only be entitled to receive its Economic Interests (no voting rights), indefinitely, until such time as the Company is dissolved.
12.4 Sale and Valuation of a Disassociated members Interest
If no outside buyers can be found and the Disassociated Member still desires to sell its Interest, which the Remaining Members
and/or Manger (Purchasing Members) wish to purchase, the buyout price for the Disassociated Members Interest may be determined
using one of the following methods:
* Negotiated Price: First, if the Purchasing Members or legal representative of the Disassociated
Member can agree on a negotiated price for the Interest, then that price will be used; if not,
* Estimated Market Value Within 12 Months: Second, the Manger may annually determine the
Estimated Market Value of the Company and report it to the Members (per Article 6.3). An
Estimated Market Value calculated by the Manager in any commercially accepted manner
within the last twelve (12) months shall conclusively be used to determine the value of a
Disassociated Members Interest. The purchase price of shall be the product of the Disassociate
members Percentage Interest in the Company and the Estimated Market Value of the
Company.
12.5 Closing
Unless other terms have been agreed between the Disassociated and Purchasing Members, the following terms shall apply to closing of
a Disassociated Members Interest. After determining value (per Article 11.5 or 12.4 above), the Purchasing Members shall give written
notice fixing the time and date for the closing. The closing shall be conducted at the principal office of the Company or other
agreed location on the date not less than thirty (30) days nor more than sixty (60) days after the date of such notice, or in the
event of Bankruptcy, any request for an extension by any Bankruptcy Court having jurisdiction.
12.6 Payment for a Disassociated Members Interest
At closing, the Purchasing Members shall pay to the Disassociated Member by certified or bank check an amount equal to the
determined value of the Disassociated Members Interest, or, if such value shall be determined to be zero or another amount
pursuant to an agreement of the Members, shall deliver an executed copy of such agreement or a copy of such appraisal report(s),
or a memorandum of the negotiated value (per Article 11.4 above) as applicable.
Notwithstanding the foregoing, at the option of the Purchasing Members, the purchase price may be paid by the delivery of its
promissory note in the principal amount of the purchase price, bearing interest of six percent (6%), repayable early
Gilmore Homes Gilmore Loans | 41
Company Operating Agreement
without penalty, in eight (8) equal quarterly installments, or other agreement. Simultaneously therewith the Disassociate member
shall execute, acknowledge and deliver to the Purchasing Members such instruments of conveyance, assignment and releases as shall
be necessary or reasonably desirable to convey all of the right, title and Interest of the Member and the Assets thereof.
Because of the unique and distinct nature of an Interest in the Company, it is agreed that the Purchasing Members damages would
not be readily ascertainable if they elect to purchase the Disassociated Members Interest as aforesaid and the conveyance thereof
were not consummated, and, therefore, in such case the Purchasing Members shall be entitled to the remedy of specific performance
in addition to any other remedies that maybe be available to them in law or in equity.
12.7 Transfer of Economic Interest; Rights of an Involuntary Transferee
If the Purchasing Members do not elect to purchase the Interest of a Disassociated Member as provided in Articles 12.4 through 12.6,
or if by operation of law the Economic Interest of the Disassociated Member transfers to an Involuntary Transferee, the Manager shall
hereby be granted power of attorney by the Disassociated Member to execute such documents as may be necessary and requisite to evidence
and cause the transfer only of the Disassociated Members Economic Interest to the Involuntary Transferee, as applicable and appropriate
for the circumstances.
An Involuntary Transferee shall not be deemed a Member until such time if ever, that they seek admission and are approved as a
Substitute Member(s). Until such time, they shall only succeed to the Economic Interest of the Disassociated Member, including the right
to any Distributionsor return of Capital Contributions shall become due per the terms of this Agreement.
Any Distributions that may be due a Disassociated Member shall be held in trust and no Distributions shall be made to
an Involuntary Transferee until it produces and executes such documentation as the Manager deems necessary to evidence the
Transfer of the Disassociated members Economic Interest, and to indemnify the Company and the Manager for any liability related
to making Distributions directly to the holder of the Economic Interest.
Any further assignment of the Disassociated Members Economic or Membership Interest, or any request of an Involuntary Transferee
to succeed to the Disassociated Members full Membership Interest (i.e., to become a Substituted Member in the Company), shall be
subject to approval of the Manager.
13. Internal Dispute Resolution Procedure
Because of the nature of the company is to generate Profits on behalf of its Members, it is imperative that one Members dispute
with the manager and/or other Members is not allowed to diminish the Profits available to other Members or resources necessary to
operate the Company.
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Company Operating Agreement
Litigation could diversion of Company Profits to pay attorneys fees or could tie up Company funds necessary for operation of
the Company, impacting the profitability of the investment for all Members. The only way to prevent such needless expense is
to have a comprehensive Internal Dispute Resolution Procedure (Procedure) in place, to which each of the Members have specifically
agreed in advance or membership in the Company. The Procedure described below requires an aggrieved party to make a series of
steps designed to amicably resolve a dispute on terms that will preserve the interests of the Company and the other non disputing
Members, before invoking a costly remedy, such as arbitration.
In the event of a dispute, claim, question, or disagreement between the Members or between the Manager and one or more Members
arising from or relating to this Agreement, the breach thereof, or any associated transaction, or to interpret or enforce any
rights or duties under the Act (hereinafter Dispute), the Manager and Members hereby agree to resolve such Dispute by strictly
adhering to the Procedure provided below. The following procedure has been adapted for purposed of this Agreement from guidelines
and rules published by the American Arbitration Association (AAA):
13.1 Notice of Disputes
Written notice of a Dispute must be sent to the Manager or Member by the aggrieved party as described in the notice requirements
of Article 15.1 below.
13.2 Negotiation of Disputes
The parties hereto shall use their best efforts to settle any Dispute through negotiation before resorting to any other means of resolution.
To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach
a just and equitable solution satisfactory to all parties. If, within a period of sixty (60) days after written notice of such Dispute
has been served by either party on the other, the parties have not reached a negotiated solution, then upon further notice by either
party, the Dispute shall be submitted to mediation administered by the AAA in accordance with the provisions of its Commercial
Mediation Rules. The onus is on the complaining party to initiate each next step in this Procedure as provided below:
13.3 Mandatory Alternative Dispute Resolution
On failure of negotiation provided above; mediation, and as a last resort, binding arbitration shall be used to ultimately settle
the Dispute. The following provisions of this Article 13 shall apply to any subsequent mediation or arbitration.
Exception: On unanimous consent of all parties to a Dispute, the disputing party may initiate a small claims action or
litigation in lieu of mandatory mediation and arbitration. The parties shall further unanimously determine jurisdiction and venue.
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Company Operating Agreement
In any small claims action or litigation, the local rules of court shall apply in lieu of the remaining provisions of this Article.
13.3.1 Preliminary Relief
Any party to the Dispute may seek preliminary relief at any time after negotiation has failed, but prior to arbitration,
in accordance with the Optional Rules for Emergency Measures of Protection of the AAA Commercial Arbitration Rules and
Mediation Procedures. The AAA case manager may appoint an arbitrator who will hear only the preliminary relief issues without
going through the arbitrator selection process described in Article 13.5.1.
13.3.2 Consolidation
Identical or sufficiently similar Disputes presented by more than one Member may, at the option of the Manager be consolidate
into a single Procedure.
13.3.3 Location of Mediation or Arbitration
Any mediation or arbitration shall be conducted in the State of Georgia and each party to such mediation or arbitration must attend
in person.
13.3.4 Attorneys Fees and Costs
Each party shall bear its own costs and expenses (including their own attorneys fees) and an equal share of the mediator or
arbitrators fees and any administrative fees, regardless of the outcome; however, if the Manager is a party, its legal fees
shall be paid by the Company (per the indemnification provision described in Article 6.11).
Exception: The Company may reimburse a Member for attorneys fees and costs in any legal action against the Manager or the
Company in which the Member is awarded such fees and costs as part of a legal action.
13.3.5 Maximum Award
The maximum amount a party may seek during mediation or be awarded by an arbitrator is the amount equal to the partys
Unreturned Capital Contributions or interest to which the party may be entitled. An arbitrator will have no authority to
award punitive or other damages.
13.3.6 AAA Commercial Mediation or Arbitration Rules
Any Dispute submitted for mediation or arbitration shall be subject to the AAAs Commercial Mediation or Arbitration Rules.
If there is a conflict between the Rules and this Article, the Article shall be controlling.
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Company Operating Agreement
13.4 Mediation
Any Dispute that cannot be settled through negotiation as describe in Article 13.2, may proceed to mediation.
The parties shall try in good faith to settle the Dispute by mediation, which each of the parties to the Dispute must
attend in person, before resorting to arbitration. If, after no less than three (3) face to face mediation sessions,
mediation proves unsuccessful at resolving the Dispute, the parties may then, and only then, resort to binding arbitration
as described in Article 13.5.
13.4.1 Selection of Mediator
The complaining party shall submit a Request for Mediation to the AAA. The AAA will appoint a qualified mediator to serve on the case.
The preferred mediator shall have specialized knowledge of securities law, unless the Dispute pertains to financial accounting issues,
in which case the arbitrator shall be a CPA, or if no such person is available, shall be generally familiar with the subject matter
involved in the Dispute. If the parties are unable to agree on the mediator within thirty (30 days) days of the Request for Mediation,
the AAA case manager will make an appointment.
If the initial mediation(s) does not complete resolve the Dispute, any party may request a different mediator for subsequent
mediation(s) by serving notice of the request to the other party(ies) for approval, and subject to qualification per the requirements
stated above.
13.5 Arbitration
Any Dispute that remains unresolved after good faith negotiations and three (3) failed mediations sessions shall be settle by
binding arbitration. Judgment on the award rendered by the arbitrators(s) shall be final and may be entered in any court having
jurisdiction thereof.
13.5.1 Selection of Arbitrator
Prior to arbitration, the complaining party shall cause the appointment of an AAA case manager by filing of a claim with the AAA
along with the appropriate filing fee, and serving it on the defending party. The AAA case manager shall provide each party with
a list of proposed arbitrators who meet the qualifications described below, or if no such person is available, who are generally
familiar with the subject matter involved in the Dispute. Each side will have 14 days to strike any unacceptable names, number the
remaining names in order of preference, and return the list to the AAA. The case manager shall then invite persons to serve from the
names remaining on the list, in the designated order of mutual preference. Should this selection procedure fail for any reason,
the AAA case manager shall appoint an arbitrator as provided in the applicable AAA Commercial Arbitration Rules.
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Company Operating Agreement
13.5.2 Qualifications of Arbitrator
The selected or appointed arbitrator shall be selected from available candidates in Georgia and shall have specialized knowledge
of securities law, unless the Dispute pertains to financial accounting issue, in which case the arbitrator shall be a CPA.
Further, the selected arbitrator must agree to sign a certification stating that they have real all of the documents relevant
to this Agreement in their entirety, including any relevant Appendices or Exhibits, this entire Agreement, and the Subscription Booklet.
13.5.3 Limited Discovery
Discovery shall be limited to only those documents pertaining to this Agreement including this entire Agreement
(and any relevant Appendices or Exhibits), the Subscription Booklet (and any relevant Appendices or Exhibits),
the Subscription Booklet (and any relevant Appendices or Exhibits), any written correspondence between the parties,
and any other documents specifically requested by the Arbitrator as necessary to facilitate his/her understanding of the Dispute.
The parties may produce witnesses for live testimony at the arbitration hearing at their own expense. A list of all such witnesses
and complete copies of any documents to be submitted to the arbitrator shall be served on the arbitrator and all other parties
within forty five (45) days of the arbitration hearing, at the submitting party expense.
13.5.4 Findings of Arbitrator
If, in any action against the Manager, the selected or appointed arbitrator, or judge (if applicable) make a specific finding that
the Manager has violated Securities laws, or has otherwise engaged in any of the actions described in Article 6.11 for which the Manager
will not be indemnified, the Manager must bear the cost of its own legal defense. The Manager must reimburse the Company for any such
costs previously paid by the Company. Until the Company has been fully reimbursed, the Manager will not be entitled to receive any
fees or Distributions it may otherwise be due.
14. Dissolution and Termination of the Company
14.1 Dissolution
The Company shall be dissolved upon the disposition of all Company Properties (which may be determined solely by action of the Manager).
The Company will observe any mandatory provisions of the Act upon dissolution. On dissolution, Assets of the Company will be distributed
as described in Article 4.3 hereof.
14.2 Termination of a Member Does Not Require Dissolution
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Company Operating Agreement
The disassociation, withdrawal, death, insanity, incompetency, Bankruptcy, dissolution, or liquidation of any Member or the Manager
will not require dissolution of the Company.
14.3 Procedure for Winding Up
Upon the dissolution and termination of the Company caused by other than the termination of the Company under section 708(b)(1)(B)
of the Code, the Manager shall proceed to wind up the affairs of the Company, During such winding-up process, the Profits, Losses,
and Distributions of the Distributable Cash shall continue to be shared by the Members in accordance with this Agreement.
Upon the dissolution and commencement of the winding up of the Company, the Manager shall cause Articles of Dissolution to be
executed on behalf of the Company and filed with the Secretary of State of the State of Georgia, and the Manager shall execute,
acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.
15. Miscellaneous Provisions
15.1 Notices
All notices and demands which any member is required or desire to give to another Member, the manger shall be given in writing by
email with confirmation, facsimile, certified mail (return receipt requested with appropriate postage prepaid), or by personal
delivery (with confirmation of service) to the address or facsimile transmission to the address set forth in Appendix A hereof
for the respective member, provided that if any Member gives notice of a change of name or address or facsimile number,
notices to that Member shall thereafter be given pursuant to such notice.
All notices and demands so given shall be effective upon receipt by the Member to whom notice or a demand is being given except
that any notice given by certified mail should be deemed delivered three (3) days after mailing provided proof of delivery can be
shown to:
Gilmore Homes Gilmore Loans, LLC
c/o Michael L Gilmore Development Co
Michael Gilmore, Asset Manager
5401 Old National Highway, #419
Atlanta, Georgia 30349
15.2 Amendments
The Certificate of Organization and this Agreement may only be substantively amended by the affirmative vote of all Members
of the company. However, notwithstanding anything to the contrary herein, the Manager may amend this Agreement in a manner not
Gilmore Homes Gilmore Loans | 47
Company Operating Agreement
material inconsistent with the principles of this Agreement, without the approval or vote of the Members, including without limitation.
* To issue non substantive amendments to this Agreement to correct minor technical errors;
* To cure any ambiguity or to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to add other provisions with respect to
matters or questions arising under this Agreement which will not be materially inconsistent
with the provisions of this Agreement.
* To appoint a different tax matters member;
* To take such steps as the Manager deems advisable to preserve the tax status of the Company
as an entity that is not taxable as a corporation for federal or state income tax purposes;
* To delete or add any provisions to this Agreement as requested by the Securities and Exchange
Commission or by state securities officials which is deemed by such regulatory agency or
official to be for the benefit or protection of the Members; or
* To make amendments similar to the foregoing so long as such actions shall not materially and
adversely affect the Members.
15.3 Binding Effect
Except as may be otherwise prohibited by this Agreement, every covenant, term and provision of this Agreement shall be binding upon
and inure to the benefit of the Members and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
15.4 Construction
Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for
or against any Member or the Manager.
15.5 Time
Time is of the essence with respect to this Agreement.
15.6 Headings
Article and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret,
define, or limit the scope, extent, or intent of this Agreement or any provision hereof.
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Company Operating Agreement
15.7 Agreement Is Controlling
In the event of a direct conflict between any provision of this Agreement and the Act, the Agreement shall control unless the
conflicting provision of the Act is non waivable, in which case the conflicting provision the Agreement shall become subject to
the severability provisions of Article 15.8 below.
15.8 Severability
Every provision of this Agreement is intended to be severable. If any phrase, sentence, paragraphs, or provision to this Agreement
or its application thereof to any Person or circumstance is unenforceable, invalid, the affected phrase, sentence, paragraph, or
provision shall be limited, construed, and applied in a manner that is valid and enforceable. If the conflict was with a non-waivable
provision of the Act, phrase, sentence, paragraph, or provision shall be modified to conform to the Act. In any event, the remaining
provisions of this Agreement shall be given their full effect without the invalid provision or application. If any term or provision
hereof is illegal or invalid for any reason whatsoever, such legality or invalidity shall not affect the validity or legality of
the remainder of this Agreement.
15.9 Incorporation by Reference
Every Appendix, schedule, and other Exhibit, that is attached to this Agreement or referred to herein, is hereby incorporated in this
Agreement by reference.
15.10 Additional Acts and Documents
The Manager agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
15.11 Georgia Law
The laws of Georgia shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights
and duties of the Members.
15.12 Counterpart Execution
This Agreement may be executed in any number of counterparts with the same effect as if all of the Members and the Manager had signed
the same document. All the counterparts shall be construed together and shall constitute one agreement.
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Company Operating Agreement
15.13 Merger
It is agreed that all prior understandings and agreements between the parties, written and oral, respecting this transaction
are merged in this Agreement, which alone, fully and completely expresses such agreement, and that there are no other agreements
except as specifically set forth in this Agreement.
REST OF PAGE INTENTIONALLY LEFT BLANK
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Company Operating Agreement
IN WITNESS WHEREOF, the parties hereto, whose names and contact information follows, have executed this Company Agreement
of Gilmore Homes Gilmore Loans, LLC as of the dates provided below.
Dated: May 24, 2019 By: Gilmore Homes Gilmore Loans, LLC
A Georgia domestic limited liability company
By: Its Manager, the Michael L Gilmore Development Co
Asset Manager, Michael Gilmore
_______________________________________________
By: Michael Gilmore, Ed.S.
Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer and Chief Technology Officer
ALL SUBSCRIBERS MUST COMPLETE THE FOLLOWING SIGNATURE PAGE (APPENDIX A) AND RETURN THE EXECUTED PAGES ALONG WITH THEIR COMPLETED
SUBSCRIPTION BOOKLET TO THE MANAGER AT THE ADDRESS PROVIDED HEREIN.
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Company Operating Agreement
Appendix A: Member Signature and Contact Page
BY SIGNING THE SUBSCRIPTION AGREEMENT, HERETO ATTACHED, THE INVESTOR ACKNOWLEDGES THAT, THEY HAVE READ, UNDERSTAND, AND AGREE TO THE
DISPUTE RESOLUTION PROCEDURE DESCRIBED IN ARTICLE 13 HEREOF; THEY HAVE SOUGHT ADVICE OF THEIR OWN COUNSEL TO THE EXTENT THEY DEEM NECESSARY;
AND ARE GIVING UP THEIR RIGHT TO TRIAL BY JURY AND THEIR RIGHT TO CONDUCT PRETRAIL DISCOVERY.
BY SIGNING THE SUBSCRIPTION AGREEMENT, HERETO ATTACHED, THE INVESTOR HAS EXECUTED THIS COMPANY AGREEMENT ON THE DATE SET FORTH IN
THE SUBSCRIPTION AGREEMENT.
THE SUBSCRIPTION AGREEMENT AND THIS OPERATING AGREEMENT ARE NOT DEEMED ENTER INTO UNTIL SUCH TIME THAT THE MANNER COUNTERSIGNS
SUCH SUBSCRIPTION AGREEMENT.
By: (Please Print)______________________________
(Please Sign)_______________________________
Date of Signature:__________
Note: Please check to ensure that this page, the Operating Agreement and the Subscription Agreement pages have all been signed and
returned to the address on record herein.
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Company Operating Agreement
Appendix B: Table 1, Class A Members
Identification of Class A Members and Percentage Interests
(FOR INTERNAL USE ONLY)
Entity Name Capital Number of Ownership of Ownership
Contribution Class A Interest Class A Percentage of
Purchase Interests Total Interests
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
TOTAL 100% 50%
* DUPLICATE THIS PAGE IF NECESSARY
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Company Operating Agreement
Appendix B: Table 2, Class B Members
Identification of Class B Members and Percentage Interest
(FOR INTERNAL USE ONLY)
Ownership
Ownership Percentage
Entity Capital of Class B of Total
Name Contributions Interests Interests
Gilmore Homes Gilmore Loans, $0 100% 50.00%
LLC.
TOTAL $0 100.00% 50.00%
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Company Operating Agreement
Appendix C: Capital Accounts and Allocations
1. Capital Accounts
An individual Capital Account shall be maintained for each Member in accordance with Treasury Regulation, section 1.704-1(b)(2)(iv) and
adjusted with the following provisions:
a. A Members Capital Account shall be increased by that Members Capital Contributions and
that Members share of Profits.
b. A Members Capital Account shall be increased by the amount of any Company liabilities
assumed by that Member subject to and in accordance with Regulation section 1.704-
1(b)(2)(iv)(c).
c. A Members Capital Account shall be decreased by (a) the amount of cash distributed to that
Member and (b) the Gross Asset Value of the assets of the company so distributed, net of
liabilities secured by such disturbed assets that the distribute Member is considered to
assume or to be subject to under Code section 752.
d. A Members Capital Account shall be reduced by the Members share of any expenditures
of the Company described in Code section 705(a)(2)(B) or which are treated as Code section
705(a)(2)(B) expenditures under Treasury Regulation section 1.704-1(b)(2)(iv)(i) including
syndication expense and losses nondeductible under Code sections 267(a)(1) or 707(b).
e. If any Economic Interest (or portion thereof) is transferred, the transferee of such Economic
Interest or portion shall succeed to the transferors Capital Account attributable to such
Interest or portion.
f. Each Members Capital Account shall be increased or decreased as necessary to reflect a
revaluation of the assets in accordance with the requirements of Treasury Regulation section
1.704-1(b)(2)(iv)(f)-(g), including the special rules under Treasury Regulation section 1.701-
1(b)(4), as applicable.
g. In the event the Gross Asset Values of the Company Assets are adjusted pursuant to this
Agreement, the Capital Accounts of all members shall be adjusted simultaneously to reflect
the aggregate net adjustment as if the Company had recognized gain or loss equal to the
amount of such aggregate net adjustment and the resulting gain or loss had been allocated
amount the Members in accordance with this Agreement.
h. The foregoing provisions and other provision of this Agreement relating to the maintenance
of Capital Accounts are intended to comply with the code and applicable Treasury
Regulations and shall be interpreted and applied in a manner consistent therewith. In the
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Company Operating Agreement
event the Manager shall determine, after consultation with competent legal counsel, that it is
prudent to modify the manner in which the Capital Accounts or any debits or credits thereto
are allocated or computed in order to comply with such applicable federal law, the Manager
shall make such modification without the consent of any other Member, provided the
Manager determines in good faith that such modification is not likely to have a material
adverse effect on the amounts property distributable to any Member and that such
modification will not increase the liability of any Member to third parties.
2. Division of Profits and Losses for Income Tax Purposes
Division of Profits and Losses after giving effect to the special allocations set forth in Sections 2.2 and 2.3 of this Appendix,
Profits and Losses of the Company shall be allocated as follows:
2.1 Fiscal Year
After giving effect to the special allocations set forth in Sections 2.2 and 2.3, Profits and Losses of the Company shall be allocated
as follows:
2.1.1 Net Profits
Net Profits (which in the excess of Profits over Losses) for each Fiscal Year of the Company shall be allocated as follows:
a. First to reverse any Net Losses allocated to a Member solely as a result of the application of
the limitation of Section 2.1.2(b) to another Member; thereafter
b. To the Members, in proportion to the Distributions received by the Members under Section
3 for the Fiscal Year.
2.1.2 Net Losses
Net Losses (which the excess of Losses over Profits) for each Fiscal Year of the Company shall be allocated:
a. To and among the Members pro-rate according to their respective Percentage Interests;
however;
b. Net Losses allocated pursuant to Section 2.1.2(a) hereof shall not exceed the maximum
Amount of Losses that can be so allocated without causing any Member to have an adjusted
Capital Account deficit at the end of any Fiscal Year. In the event some but not all of the
Members would have adjusted Capital Account deficits as a consequence of an allocation of
Net Losses pursuant to Section 2.1.2(a), the limitation set forth in this Section 2.1.2(b)
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Company Operating Agreement
shall be applied on a Member by Member basis so as to allocate the maximum permissible
Net Losses to each Member under Treasury Regulation section 1.704-1(b)(2)(ii)(d).
2.2 Special Allocations
2.2.1 Non-Recourse Deductions
Non-Recourse Deductions for any Fiscal Year shall be allocated to the Members in accordance with their Percentage Interests.
2.2.2 Member Non Recourse Deductions
Member Nonrecourse Deductions for any Fiscal year of the Company shall be allocated to the Members in the same proportion as
Profits are allocated under Section 2.1.1, provided that any Member Nonrecourse Deductions for any Fiscal Year or other period
shall be allocated to the Member who bears (or is deemed to bear) the economic risk of loss with respect to the Member Nonrecourse
Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation section 1.704-2(i)(2).
2.2.3 Allocation of Tax Items
To the extent permitted y section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for
federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding book items thereof;
however, all items of income, gain, loss and deduction with respect to Assets to which there is a difference between book value
and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the Code and section 1.704-1(b)(4)(i)
of the Treasury Regulations, if applicable.
When a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes
(and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall
be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the Code
and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any
reasonable method permitted by the Code, as determined by the Manager.
2.3.4 Acknowledgment
The Members are aware of the income tax consequences of the allocations made by this Section and hereby agree to be bound by
the provisions of this Section in reporting their share of Company income and loss for income tax purposes.
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Company Operating Agreement
3. Treatment of Distribution of Cash for Tax Purposes
3.1 Distribution of Cash
In the event that the Company generates Distributable cash from Capital Transactions, the Company will make Cash Distributions
to the Members as described in Article 4 of the Agreement.
3.2 In Kind Distribution
Except as otherwise expressly provided herein, without the prior approval of the Manager, assets of the Company, other than cash,
shall not be distributed inkind to the Members. If any assets of the Company are distributed to the Members in kind for purposes
of this Agreement, such assets shall be valued on the basis of the Gross Asset Value thereof (without taking into account section
7701(g) of the Code) on the date of Distribution; and any Member entitled to any Interests in such Assets shall receive such Interest
as a tenant in common with the other Member(s) so entitled with an undivided Interest in such assets in the amount and to the extent
provided for in Articles 4 and 2.2 of the Agreement.
Upon such Distribution, the Capital Accounts of the Members shall be adjusted to reflect the amount of gain or loss that would have
allocated to the Members pursuant to the appropriate provision of this Agreement had the Company sold the Assets being distributed
for their Gross Asset Value (taking into account section 7701(g) of the Code) immediately prior to their Distribution.
3.3 Company Election Regarding 1031 Exchange of its Property
The company may elect (by a vote of a Majority of Interests), at the time of a potential sale of one of our future properties,
where applicable and feasible, to have the Company exchange the Property for another property, in compliance with the section 1031
of the Code, in which case recognition of the gain on the sale of the Property may be deferred.
If this action is approved but there are individual Members who do not want to participate in the exchange, they will have the
option of and relinquishing their Membership Interests in the Company and taking a Cash Distribution at the time of the sale,
as described in Article 4.2 of the Agreement.
3.4 Prohibited Distribution; Duty to Return
A Distribution to any Member may not be made it if would cause the Company total liabilities to exceed their fair value of
the Company total Assets. A Member receiving a Distribution in violation of this provision is required to return it,
if the Member had knowledge of the violation.
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Company Operating Agreement
4. Other Tax Matters
4.1 Company Tax Returns
The Manager shall use it best efforts to cause the Company tax return to be prepared prior to April 1 of each year.
4.2 Tax Treatment of Additional or Substituted Members
No Additional or Substituted Class A Members (described below) shall be entitled to any retroactive allocation of Losses, income,
or expense deduction incurred by the Company.
The Manager may, at its option, at the time an Additional or Substituted Member is admitted, close the Company books
(as though the Company tax year had ended) or make pro rata allocations of loss, income, and expense deductions to the
Additional or Substituted Member for that portion of the Company tax year in which the Additional Member was admitted in
accordance with the provisions of section 706(d) of the Code and the Treasury Regulations promulgated thereunder.
4.3 Allocation and Distributions between Transferor and Transferee
Upon the transfer of all or any part of a Class A Members Interests as herein provided, Profits and Losses shall be allocated
between the transferor and transferee on the basis of the computation method which in the reasonable discretion of the Manager
is in the best interest of the Company, provided such method is in conformity with the methods prescribed by Section 706 of the
Code and Treasury Regulation section 1.704-a(c)(2)(ii). Distributions shall be made to the holder of record of the Class A
Members Interest on the date of Distribution.
Any transferee of a Member Interest shall succeed to the Capital Account of the transferor Member to the extent it relates
to the transferred Interests; provided, however, that if such transfer causes a termination of the Company pursuant to
section 708(b)(1)(B) of the Code, the Capital Accounts of all Class A Members, including the transferee, shall be
re determined as of the date of such termination in accordance with Treasury Regulation section 1.704 1(b).
5. Tax Matters Member
The Manager, so long as it is a Member, shall serve as the tax matters member for federal income tax purposes.
In the event the Manager is no longer a Member in the Company, he tax matters member shall be the Majority Interests
owner from amongst the Class B Members. If the Majority Class B Member is unable or unwilling to serve, the tax matters
member shall be appointed from amongst the remaining Members by a Majority of Interests of the Class A Members.
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Company Operating Agreement
The tax matters member is authorized and required to represent the Company in connection with all examinations of the
Company affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company
funds for professional services and costs associated therewith. The tax matters member shall have the final decision
making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate
with the tax matters member and to do or refrain from doing any or all things reasonably required by the tax matters member
to conduct such proceedings. Any reasonable direct out of pocket expense incurred by the tax matters member in carrying out
its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the tax
matters member shall be reimbursed.
6. Tax Matters Related to Foreign Investors
6.1.1 Non U.S. Investors
The discussion below is applicable solely to Non-U.S. Persons investing directly with the Company.
Gilmore Homes Gilmore Loans, LLC (the Company) will be required to withhold U.S. Federal income tax at the rate of up to
thirty percent (30%), or lower treaty rate, if applicable on a Non U.S. Persons distributive share of any U.S. source
Distributions the Company realizes and certain limited types of U.S. source interest. Withholding generally is not
currently required with respect to gain from the sale of portfolio securities. The Company will, however, be required
to withhold on the amount of gain realize on the disposition of a U.S. real property interest included in a Non U.S.
Persons Distribution at a rate of up to thirty nine percent (39%). Each Non U.S. Person that invests in this Offering
will be required to file a U.S. Federal income tax return reporting such gain. The Gain realized on the sale of all or
any portion of a Membership Interest will, to the extent such gain is attributable to U.S. real property interests,
be subject to U.S. income tax.
The Company will be required to withhold U.S. Federal income tax at the highest rate applicable for any
effectively connected taxable income (as that term is defined by the IRS) allocated to a
Non U.S. Person, and the amount withheld will be available as a credit against the tax shown on such Persons return.
The computation of income effectively connected with the Company may be different from the computation of the
Non U.S. Persons effectively connected income (because, for example, when computing the Companys effectively
connected income, net operating Losses from prior years are not available to offset the Companys current income),
so in any given year the Company may be required to withhold tax with respect to its Non U.S. Person Investors in
excess of their individual Federal income tax liability for the year.
If a Non U.S. Person invests through an entity, it may be subject to the thirty percent (30%) branch profits tax on its
effective connected income. The branch profits tax is a tax on the dividend equivalent amount of a non U.S. corporation
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Company Operating Agreement
(which may apply in the case of limited liability company), which is approximately equal to the amount of such Company
earnings and profits attributable to effectively connected income that is not treated as reinvested in the U.S.
The effect of the branch profits tax is to increase the maximum U.S. Federal income tax rate on effectively connected income
from thirty five percent (35%) to over fifty percent (50%). Some U.S. income tax treaties provide exemptions from, or
reduced rates for, the branch profits tax for qualified residents of the treaty country. The branch profits tax may also
apply if a Non U.S. Person claims deductions against their effectively connected income from the Company for interest on
indebtedness of its non U.S. Member.
The Company is authorized to withhold and pay any withholding taxes and treat such withholding as a payment to the Non U.S.
Person if the withholding was required. Such payment will be treated as a Distribution to the extent that the Non U.S.
Person is then entitled to receive a Distribution. To the extent that the aggregate of such payments to a Non U.S.
Person for any period exceeds the Distributions to which they are entitled for such period, the company will notify
the Non U.S. Person as to the amount of such excess and the amount of such excess will be treated as a loan by the
Company to the Non U.S. Person. If a Non U.S. Person owns a Membership Interest directly on the date of death, its
estate could be further subject to U.S. estate tax with respect to such Interest.
6.1.2 Foreign Person Withholding
The Company shall comply with all reporting and withholding requirements imposed with respect to Non U.S. Persons, as
defined in the Code, an any Member that is a Non U.S. Person shall be obligated to contribute to the Company any funds necessary to
enable the Company (to the extent not available out of such Members share of Distributable Cash or Net Proceeds of Capital Transactions)
to satisfy any such withholding obligations. In the event any Member shall fail to contribute to the Company any funds necessary
to enable the Company to satisfy any withholding obligation, the Manager shall have the right to offset against any payments due
and owing to such Member, or its Affiliates, the amounts necessary to satisfy such withholding obligation, or, in the event the
Company shall be required to borrow funds to satisfy any withholding obligation, or, in the event the Company shall be required
to borrow funds to satisfy any withholding obligation by reason of a Members failure to contribute such funds to the Company,
the Manager shall have the right to offset against said Members present and future Distributions, an amount equal to the amount
so borrowed plus the greater of (i) the Company actual cost of borrowing such funds, or (ii) the amount borrowed, multiplied
by fifteen percent (15%).
6.1.3 Non U.S. Taxes
The Company may be subject to withholding and other taxes imposed by, and the Non U.S. Person might be subject to, taxation and
reporting requirements in non U.S. jurisdictions. It is possible that tax conventions between such countries and the U.S.
(or another jurisdiction in which a Non U.S. Member is a resident) might reduce or eliminate certain of such taxes.
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Company Operating Agreement
It is also possible that in some cases, if the Non U.S. Person is a taxable Member, it might be entitled to claim U.S. tax credits
or deduction with respect to such taxes, subject to certain limitations under applicable law. The Company will treat any such tax
withheld from or otherwise payable with respect to income allocated to the Company as cash the Company received and will treat
the Non U.S. Person as receiving a payment equal to the portion of such tax that is attributable to it. Similar provisions would
apply in the case of taxes the Company is required to withhold.
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Company Operating Agreement
Appendix D: Definitions
The following definitions are an integral and intermingled part of Gilmore Homes Gilmore Loans, LLC in your understanding of the
terms, meaning, this Agreement and other Agreement(s), and the relevant Regulation A Offering appertaining thereunto.
These defined terms are capitalized in this Agreement. The singular form of any term defined below shall include the plural form and
the plural form shall include the singular. Whenever they appear capitalized in this Agreement, the following terms shall have the
meanings set forth below unless the context clearly requires a different interpretation:
Act means Georgia Limited Liability Company Act, as codified in the Georgia Code, Title 14, Chapter 11 and may be amended from time to time,
unless a superseding Act governing limited liability companies is enacted by the state legislature and given retroactive effect or repeals
this Act in such a manner that it can no longer be applied to interpret this Agreement, in which case Act shall automatically refer to
the new Act.
Additional Capital Contributions mean any contribution to the capital of the Company in cash, property, or services by a Member made
subsequent to the Members initial Capital Contribution.
Additional Member mean any Person that is admitted to the Company as a new or additional member, based on the affirmative vote of
the Class A Members holding a majority of the Class A Percentage Interests, (except in the event of a failed capital call
see Article 2.3 and Article 11.2), after offering of Interests to new Members has been closed by the Manager.
Advance, Advances, or Member Loans shall have meanings as provided in Article 3 hereof.
Affiliate or Affiliated mean any Person controlling or controlled by or under common control with the Manger or a Member wherein
the Manager or Member retains greater than fifty percent (50%) control of the Affiliate if an entity.
Agreement or Company Agreement mean this written agreement, which shall govern the affairs of the Company and the conduct of its
business consistent with the Act or the Certificate of Organization, including all amendments thereto. No other document or other
agreement between the Members shall be treated as part or superseding this Agreement unless it has been signed by all of the Members.
This Company Agreement will supersede any prior versions of the Company Agreement.
Article when capitalized and followed by a number refers to the sections of the Company Agreement and its Appendices.
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Company Operating Agreement
Asset or Company Asset means any real or personal property owned by the Company.
Bankrupt or Bankruptcy means, with respect to any Person, being the subject of an order for relief under title 11 of the United States
Code, or any successor statue or other statute in any foreign jurisdiction having like import or effect.
Capital Account mean the amount of the capital interest of a Member in the Company consisting of that Members original contribution,
as (1) increased by an additional contributions and by that Members share of the Company Profits, and (2) decreased by any Distribution
to that Member and by that Members share of the Company Losses.
Capital Contribution or Contributions mean any contribution to the capital of the Company in cash, property, or services by a
Member whenever made.
Capital Transaction means the sale or disposition of a Company Asset.
Certificate of Organization means the legal document filed with the Georgia Secretary of state pursuant to the formation of the Company,
and any amendments thereto or restatements thereof.
Class A Members mean those Members who have purchased Class A Interests.
Class A Interests mean the Units purchased by the Class A Members. The Class A Interests shall comprise fifty percent (50%) of the
total Interests sold.
Class A Percentage Interests shall be determined by calculating the ratio between each Class A Members Capital Account in relation
to the total capitalization of the Company provided by the Class A Members.
Class B Interests mean fifty percent (50%) of the total Interests in the Company, which shall be issued to GILMORE HOMES GILMORE LOANS,
LLC (in concert with the Michael L Gilmore Development Co or its members or their Affiliates) in exchange for services.
Class B Members shall initially mean GILMORE HOMES GILMORE LOANS, LLC (or its Affiliates and/or members), but may include others
to whom the Manager may grant or allow to purchase Class B Interests. Issuance of Class B Units is irrevocable even if
Gilmore Homes Gilmore Loans, LLC, and Michael Gilmore is removed as the Manager of the Company.
Code means the Internal Revenue Service Code of 1986, as amended from time to time.
Company shall refer to Gilmore Homes Gilmore Loans, LLC, a Georgia domestic limited liability company and an emerging growth
proptech and fintech company (real estate, technology and financial services).
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Company Operating Agreement
Company Minimum Gain has the meaning set forth in sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.
Defaulting Member mean a Member who fails to make any portion of its Capital Contribution, including any Additional Capital
Contribution the Member has elected to make within the time period permitted hereunder.
Disassociation mean an action of the Manager to remove a Members right to participate in management (i.e., removal of its voting Interest)
for cause (per Article 12.1) or by operation of law (per Article 12.2).
Disassociated Member means a Member who has been involuntarily dissociated from the Company by one of the actions described in
Article 12.1 or 12.2, or by Voluntary Transfer of its Membership Interest to a Voluntary Transferee as described in
Articles 11.3 through 11.5.
Dispute, when capitalized, shall have the meaning set forth in Article 13 hereof.
Distributable Cash means all cash of the Company derived from Company operations or Capital Transactions and miscellaneous
sources (whether or not in the ordinary course of business) reduced by: (a) the amount necessary for the payment of all current
installments of interest and/or principal due and owing with respect to third party debts and liabilities of the Company during
such period, including but not limited to any real estate commissions, property management fees, marketing fees, utilities,
closing costs, holding costs, construction costs, development costs, acquisitions of lands costs, etc., incurred by or on
behalf of the Company; (b) the repayment of Advances, plus interest thereon; and (c) such additional reasonable amounts as
the Manager, in the exercise of sound business judgment, determines to be necessary or desirable as a Reserve for the operation
of the business and future or contingent liabilities of the Company. Distributable Cash may be generated through either
operations or Capital Transactions.
Distribution, Distributions or Cash Distributions mean the disbursement of cash or other property to the Manager or Members
in accordance with the terms of this Agreement.
Economic Interest mean a Persons right to share in the income, gains, losses, deductions, credit, or similar items of,
and to receive Distributions from, the Company, but does not include any other rights of a Member, including, without
limitation, the right to vote or to participate in management, except as provided in the Act, and any right to information
concerning the business and affairs of the Company.
Estimated Market Value means the estimated market value of the Company, which shall be determined annually by the Manager and
reported to the Members.
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Company Operating Agreement
Fee(s) mean an amount earned by the Manager or an Affiliate as compensation for various aspects of operation of the Company,
as described in Article 5.2 hereof.
Fiscal Year means the Company fiscal year, which shall be the calendar year.
Good Cause shall have the meaning set forth in Article 8.3 hereof.
Gross Asset Value means the assets adjusted basis for federal income tax purposes, except as follows: the initial Gross
Asset Value of any asset contributed by a Member to the Company shall be the gross Estimated Market Value of such asset as
determined annually by the Manager. Gross Asset Value may be adjusted pursuant to Code sections 734 and 754 whenever it is
determined by the Manager that such adjustment is appropriate and advantageous.
Interest or Membership Interest mean a Members rights in the Company including the Members Economic Interest, plus any
additional right to vote or participate in management, and any right to information concerning the business and affairs of
the Company provided by the Act and/or described in this Agreement.
Investor means a Person(s) who is contemplating the purchase of Class A Interests in our Company (and/or its development projects).
Involuntary Transfer means any transfer not specifically authorized under Article 11.
Involuntary Transferee means a Members heirs, estate, or creditors that have taken by foreclosure, receivership, or
inheritance and not as a result of a Voluntary Transfer.
Losses mean, for each Fiscal Year, the losses and deductions of the Company determined in accordance with accounting principles
consistently applied from year to year under the cash method of accounting and as reported, separately or in the aggregate as appropriate,
on the Company information tax return filed for federal income tax purposes plus any expenditures described in section 705(a)(2)(B)
of the Code.
Major Decisions mean those decisions listed in Article 6.4 hereof.
Majority of Interests means Members whose collective Percentage Interests represent more than fifty percent (50%) of the Interests,
whether in the Company or in a particular Class, as specified in specific provisions of this Agreement. Where no class is specified,
a Majority of Interests refers to Members having a majority of the total interests in the Company, regardless of class.
Manager initially refers to GILMORE HOMES GILMORE LOANS LLC, a Georgia domestic limited liability company and an emerging growth
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Company Operating Agreement
proptech and fintech company and each of its officers, shareholders, directors, employees and agents or any other Person or
Persons, as well as any of its Affiliates that may become a Manager pursuant to this Agreement as further described in Article 1.4
of this Agreement or any other Manager who shall be qualified and elected per Article 8 of this Agreement.
(Asset Manager also means Manager as defined herein).
Member means only a Person who: (1) has been admitted to the Company as a Member in accordance with the Certificate of Organization
or this Agreement, or an assignee of an Interest in the Company who has become a Member: (2) who has not resigned, withdrawn, or
been expelled as a Member or, if other than an individual, been dissolved. Member does not include a Person who succeeds to
the Economic Interest of a Member, unless such Person is admitted as a new, Substitute or Additional Member, in accordance with
the provisions for such admission as further described herein.
Member Nonrecourse Debt Minimum Gain means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain
that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with
section 1.704 2(i)(3) of the Treasury Regulations.
Member Nonrecourse Deductions has the meaning set forth in Treasury Regulation section 1.704 2(i)(2). For any Fiscal Year of the
Company, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equals the net increase during
that Fiscal Year in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt during that Fiscal Year,
reduced (but not below zero) by the amount of any Distributions during such year to the Member bearing the economic risk of
loss for such Member Nonrecourse Debt if such Distributions are both from the proceeds of such Member Nonrecourse Debt and are
allocable to an increase in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, all as determined
according to the provisions of Treasury Regulation section 1.704 2(i)(2). In determining Member Nonrecourse Deductions, the ordering
rules of Treasury Regulation section 1.704-2(j) shall be followed.
Nonrecourse Deductions has the meaning set forth in Treasury Regulation section 1.704-2(c). The amount of Nonrecourse Deductions
for a Company Fiscal Year equals the net increase in the amount of Company Minimum Gain during that Fiscal Year, reduced
(but not below zero) by the aggregate amount of any Distributions during that Fiscal Year of proceeds of a Nonrecourse Liability
that are allocable to an increase in Company Minimum Gain.
Nonrecourse Liability has the meaning set forth in section 1.704-2(b)(3) of the Treasury Regulations.
Notice of Sale has the meaning set forth in Article 11.5.1, pertaining to a Voluntary Transfer of a Members Interest.
Notice to Perform has the meaning set forth in Article 8.2
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Company Operating Agreement
Organization Expenses mean legal, accounting, and other expenses incurred in connection with the formation and organization of the Company.
Percentage Interest means the ownership interest in the Company of a Member, which shall be calculated by dividing the number
of Units purchased by the Member by the total number of Units (Class A or B) issued. See Article 2.2 of this Agreement; see also
definition of Class A Percentage Interests above and Appendix B, Tables 1 and 2, attached to this Agreement.
Person means an individual, a partnership, a domestic or foreign limited liability company, a trust, an estate, an association,
a corporation, or any other legal entity.
Preferred Return means a pre tax non cumulative annual return of ten percent (10%) (interest) on the outstanding amount of each
such Class A Members initial capital contribution.
Procedure, when capitalized, refer to the Internal Dispute Resolution Procedure described in Article 13 hereof.
Profits mean, for each Fiscal Year, the income and gains of the Company determined in accordance with accounting principles
consistently applied from year to year under the cash method of accounting and as reported, separately or in the aggregate as
appropriate, on the Company informational tax return file for federal income tax purposes plus any income described in
section 705(a)(1)(B) of the Code.
Property, Properties or Company Property mean the residential and commercial real estate throughout the United States to be
acquired such as raw land or land with old and dilapidated abandon buildings, in order to tear down, and build our
single family homes, condominiums, shopping centers, hotels, concept stores and restaurants, chain of dollar stores and
big box general merchandise stores, low rises, mid rises and high rises mixed use developments, apartments, etc.
Our goal is to OWN, build and create properties and businesses.
Proptech and Fintech mean properties, residential and commercial, referring to real estate (proptech), technology, and financial services
(fintech) intertwined and intermingled, as an emerging growth company.
Purchasing Member mean any current Member (or member of the Manager) contemplating the purchase of all or any portion of the rights
of membership in the Company of a Member, including the Members Economic Interest and/or voting rights referenced in Articles 11 and 12.
Remaining Member has the meaning set forth in Articles 11.5.3 and 12.3 hereof.
Removal Notice has the meaning set forth in Article 8.4 hereof.
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Company Operating Agreement
Section, when capitalized and followed by a number, refers to the sections of the Appendices to this Company Agreement.
Selling Member means any Member that sells, assigns, hypothecates, pledges, or otherwise transfers all or any portion of its
rights of membership in the Company, including its Economic Interest and/or voting rights.
Substitute Member or Substituted Member means any Person or entity admitted to the Company, after approval by the Manager,
with all the rights of a Member pursuant to Article 11.4 of this Agreement and Section 4.3 of Appendix C to this Agreement.
Transferee, when capitalized, has the meaning set forth in Article 11.4 hereof.
Treasury Regulations mean the Regulations issued by the United States Department of the Treasury under the Code.
Unit means the incremental dollar amount established by the Manager for sale of Interests that Investors can purchase
in order to become Members of the Company. Note: Units issued by the Company are personal property and not
real property Interests, thus, may be ineligible for exchange under federal tax law or 1031 exchange rules.
Unreturned Capital Contributions mean all Capital Contributions made by a Class A Member less any returned capital.
Voluntary Transfer has the meaning set forth in Article 11.
Working Capital and Reserves, Reserve or Reserved mean, with respect to any fiscal period, funds set aside or amounts
allocated during such period to Reserves that shall be maintained in amounts deemed sufficient by the Manager for
working capital and to pay taxes, insurance, debt service, or other cost or expenses incidental to the ownership or
operation of the Company business.
Gilmore | 1
EXHIBIT D
SUBSCRIPTION
AGREEMENT
APPERTAINING
TO
GILMORE HOMES GILMORE LOANS LLC FUND
REGULATION A OFFERING, TIER 2
Gilmore | 2
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (the Subscription Agreement) made as of this day May 24, 2019, by and between Gilmore Homes Gilmore Loans LLC,
a domestic Georgia limited liability company (the Issuer), and the undersigned (the Subscriber).
WHEREAS, pursuant to an Offering Circular dated May 24, 2019 (the Offering Circular), the Issuer is offering in a Regulation A,
Tier 2 offering (the Offering) to investors up to 1,000,000 Class A Preferred Interests (Interests) at a purchase price of $50.00
per Unit for a maximum aggregate purchase price of $50,000,000 (the Maximum Offering).
WHEREAS, the Subscriber desire to subscribe for the number and class of Interests set forth on the signature page hereof, on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby
agree as follows:
I. SUBSCRIPTION FOR AND REPRESENTATION AND COVENANTS OF SUBSCRIBER
1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the
Issuer Gilmore Homes Gilmore Loans LLC, the number of Interests set forth on the signature page hereof, at a price equal to $50.00 per
Unit, and the Issuer agrees to sell such Interests to the Subscriber for said purchase price, subject to the Issuer right to sell to
the Subscriber such lesser number of (or no) Interests as the Issuer may, in its sole discretion, deem necessary or desirable.
The purchase price is payable by wire or by cashiers certified bank check payable to the Issuer.
1.2 The Subscriber has full power and authority to enter into and deliver this Subscription Agreement and to perform its/his/her
obligations hereunder, and the execution, delivery and performance of this Subscription Agreement has been duly authorized, if applicable,
and this Subscription Agreement constitutes a valid and legally binding obligation of the Subscriber.
1.3 The Subscriber acknowledges receipt of the Offering Circular, all supplements to the Offering Circular, and all other documents
furnished in connection with this transaction by the Issuer (collectively, the Offering Documents).
1.4 The Subscriber recognizes that the purchase of the Interests involves a high degree of risk in that (i) an investment in the Issuer
is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Issuer and
the Interests; (ii) the Interests are being sold pursuant to an exemption under Regulation A issued by the Securities and Exchange
Commission (SEC) under the Securities Act of 1933, as amended (the ACT), but they are not registered under the Act or any State
securities law; (iii) there is only a limited trading market for the Interests, and there is no assurance that a more active one will ever
Gilmore | 3
develop, and thus, the Subscriber may not be able to liquidate his, her or its investment; and (iv) an investor could suffer the loss of his,
her or its entire investment.
1.5 The Subscriber is either a non-accredited investor under Rule 501(a) of Regulation D, which you can purchase no more than: (a) 10% of
the greater of annual income or net worth (for natural persons); or (b) 10% of the greater of annual revenue or net assets at fiscal
year-end (for non-natural persons). OR, the Subscriber is an accredited investor, (natural person) who has earned income that exceeds
$200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year or has
a net worth over $1 million, either alone or together with a spouse (excluding the value of the person primary residence), as such term(s)
are defined in Rule 501 of Regulation D promulgated under the Act, and the Subscriber is able to bear the economic risk of an investment in
the Interests OR the purchase price tendered by the Subscriber does not exceed 10% of the greater of the Subscriber annual income or
net worth.
1.6 The Subscriber is not relying on the Issuer or its affiliates or agents with respect to economic considerations involved in the
investment. The Subscriber has relied on the advice of, or has consulted with, only his, her or its Advisors, if any. Each advisor, if any,
is capable of evaluating the merits and risks of an investment in the Interests as such are described in the Offering Circular, and each
Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this Subscription Agreement) the specific details
of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Issuer.
1.7 The Subscriber has prior investment experience (including investment in non-listed and non-registered securities), has
(together with his, her or its Advisors, if any) such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of the prospective investment in the Interests and has read and evaluated, or has employed the services of
an investment advisor, attorney or accountant to read and evaluate, all of the documents furnished or made available by the Issuer to the
Subscriber, including the Offering Circular, as well as the merits and risks of such an investment by the Subscriber. The Subscriber
overall commitment to investments, which are not readily marketable, is not disproportionate to the Subscriber net worth, and the
Subscriber investment in the Interests will not cause such overall commitment to become excessive. The Subscriber, if an individual,
has adequate mans of providing for his or her current needs and persona and family contingencies and has no need for liquidity in his or her
investment in the Interests. The Subscriber is financially able to bear the economic risk of this investment, including the ability to
afford holding the Interests for an indefinite period or a complete loss of this investment. If other than an individual, the Subscriber
also represents it has not been organized solely for the purpose of acquiring the Interests.
1.8 The Subscriber acknowledges that any estimates or forward-looking statements or projections included in the Offering Circular were
prepared by the management of the Issuer in Good Faith, but the attainment of any such projections, estimates or forward-looking statements
Gilmore | 4
cannot be guaranteed by the Issuer, its management or its affiliates and should not be relied upon.
1.9 The Subscriber acknowledges that the purchase of the Interests may involve tax consequences to the Subscriber and that the contents
of the Offering Documents do not contain tax advice. The Subscriber acknowledges that the Subscriber must retain his, her or its own
professional Advisors to evaluate the tax and other consequences to the Subscriber of an investment in the Interests. The Subscriber
acknowledges that it is the responsibility of the Subscriber to determine the appropriateness and the merits of a corporate entity to
own the Subscriber Interests and the corporate structure of such entity.
1.10 The Subscriber acknowledges that the offering Circular and the Offering have not been reviewed by the SEC or any state securities
commission, and that no federal or state agency has made any finding or determination regarding the fairness or merits of the Offering or
confirmed the accuracy or determined the adequacy of the Offering Circular. Any representation or misrepresentation to the contrary is a
crime.
1.11 The Subscriber represents, warrants and agrees that the Interests are being purchased for his, her or its own beneficial account
and not with a view toward distribution or resale to others. The Subscriber understands that the Issuer is under no obligation to register
the Interests on his, her or its behalf or to assist them in complying with any exemption from registration under applicable state securities
laws.
1.12 The Subscriber understands that the Interests have not been registered under the Act by reason of a claimed exemption under the
provisions of the Act which depends, in part, upon his, her or its investment intention, The Subscriber realizes that, in the view of
the SEC, a purchase with an intent to sell would represent a purchase with an intent inconsistent with his, her or its representation to
the Issuer, and the SEC might regard such a sale or disposition as a deferred sale, for which such exemption is not available.
The Subscriber does not have any such intentions.
1.13 The Subscriber agrees to indemnify and hold the Issuer, its directors, officers and controlling persons and their respective heirs,
representatives, successors and assigns harmless against all liabilities, costs and expenses incurred by them as a result of any
misrepresentation made by the Subscriber herein or as a result of any sale or distribution by the Subscriber in violation of the Act
(including, without limitation, the rules promulgated thereunder), any state securities laws, or the Issuer Certificate of Organization
(Incorporation) and/or Bylaws, as may be amended from time to time.
1.14 The Subscriber understands that the issuer will review and rely on this Subscription Agreement without making any independent
investigation, and it is agreed that the Issuer reserves the unrestricted right to reject or limit any subscription and to withdraw the
Offering at any time.
Gilmore | 5
1.15 The Subscriber hereby represents that the address of the Subscriber furnished at the end of this Subscription Agreement is the
Subscriber principal residence, if the Subscriber is an individual, or its principal business address, if it is a corporation or
other entity.
1.16 The Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority
(FINRA) member firm, the Subscriber must give such firm the notice required by FINRA Conduct Rules, receipt of which must be
acknowledged by such firm on the signature page hereof.
1.17 The Subscriber hereby acknowledges that neither the Issuer nor any persons associated with the Issuer who may provide assistance
of advice in connection with the Offering are or are expected to be members or associated persons of members of FINRA or registered
broker-dealers under any federal or state securities laws.
1.18 The Subscriber hereby represents that, except as expressly set forth in the Offering Documents, no representation or warranties
have been made to the Subscriber by the Issuer or by any agent, sub-agent, officer, employee or affiliate of the Issuer and, in entering
into the transaction, the Subscriber is not relying on any information other than that contained in the Offering Documents and the results
of independent investigation by the Subscriber.
1.19 No oral or written representation have been made nor oral or written information furnished, to the Subscriber or his, her or its
Advisors, if any, in connection with the offering of the Interests which are in any way inconsistent with the information contained in the
Offering Documents.
1.20 All information provided by the Subscriber in the Investor Questionnaire attached to this Subscription Agreement is true and
accurate in all respects, and the Subscriber acknowledges that the Issuer will be relying on such information to its possible detriment
in deciding whether the Issuer can sell these securities to the Subscriber without giving rise to the loss of the exemption from
registration under applicable securities laws.
1.21 The Subscriber is unaware of, is in no way relying on, and did not become aware of the offering of Interests through or as a
result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or
other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over
the Internet, in connection with the offering and sale of the Interests and is not subscribing for Interests and did not become aware of
the offering of the Interests through or as a result of any seminar or meeting to which the Subscriber was invited by, or any solicitation
of a subscription by, a person not previously known to the Subscriber in connection with investments in securities generally.
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1.22 The Subscriber has taken no action which would give rise to any claim by any person for brokerage commission, finders, fees or
the like, relating to this Subscription Agreement or the transactions contemplated hereby.
1.23 The Subscriber is not relying on the Issuer, or any of its employees, agents or sub-agents with respect to the legal, tax,
economic and related considerations of an investment in the Interests, and the Subscriber has relied on the advice of, or has consulted
with, only his, her or its own Advisors, if any.
1.24 (For ERISA plans only). The fiduciary of the ERISA plan (the Plan) represents that each fiduciary has been informed of and
understands the Issuer business objectives, policies and strategies, and that the decision to invest plan assets
(as such term is described in ERISA) in the Issuer is consistent with the provisions of ERISA that require diversification of plan assets
and impose other fiduciary responsibilities. The subscriber or Plan fiduciary (a) is responsible for the decision to invest in the Issuer;
(b) is independent of the Issuer and any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such
decision, the subscriber or Plan fiduciary has not relied primarily on any advice or recommendations of the Issuer or any of its affiliates
or its agents.
1.25 The foregoing representations, warranties and agreements shall survive the Closing.
II. REPRESENTATIONS BY THE ISSUER
The Issuer represents and warrants to the Subscriber that as of the date of the closing of this Offering (the Closing Date):
2.1 The Issuer is a domestic limited liability company, operating as a proptech and fintech emerging growth company, duly organized,
validly existing and in good standing under the laws of the State of Georgia, authorized to do business in the State of Georgia, and has
the corporate power to conduct the business which it conducts and proposes to conduct.
2.2 The execution, delivery and performance of this Subscription Agreement by the Issuer have been duly authorized by the Issuer and
all other corporate actions required to authorize and consummate the offer and sale of the Interests has been duly taken and approved.
This Subscription Agreement is valid, binding and enforceable against the Issuer in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles relating to or limiting creditors
rights generally, the availability of equity remedies, or public policy as to the enforcement of certain provisions, such as indemnification
provisions.
2.3 The Interests have been duly and validly authorized and issued.
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2.4 The Issuer knows of no pending or threatened legal or governmental proceedings to which the Issuer is a party which would
materially adversely affect the business, financial condition or operations of the Issuer.
III. TERMS OF SUBSCRIPTION
3.1 Subject to Section 3.2 hereof, the subscription period will begin as of the date of the Offering Circular and will terminate
at 11:59 PM, Eastern Time, on the earlier of the date on which the Maximum Offering is sold or one (1) year (12 months), from the
commencement date or the date the Offering is terminated by the Issuer (the Termination Date).
3.2 The Subscriber has effected a wire transfer in the full amount of the purchase price for the Interests to the Issuer or has
delivered (mailed) a cashiers, certified bank check, in payment of the purchase price for the Interests.
3.3 The Subscriber hereby authorizes and direct the Issuer to deliver or cause the delivery of any certificates or other written
instruments representing the Interests to be issued to such Subscriber pursuant to this Subscription Agreement to the address indicated
on the signature page hereof.
3.4 If the Subscriber is not a United States person, such Subscriber shall immediately notify the Issuer, and the Subscriber hereby
represents that the Subscriber is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation
to subscribe for the Interests or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Interests, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of the Interests. Such Subscriber subscription and payment for, and continued beneficial ownership
of, the Interests will not violate any applicable securities or other laws of the Subscriber jurisdiction.
IV. NOTICE TO SUBSCRIBERS
4.1 THE UNITS HAVE BEEN QUALIFIED UNDER REGULATION A OF THE SECURITIES ACT OF 1933. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
4.2 FOR NON-U.S. RESIDENTS ONLY: NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA THAT
WOULD PERMIT AN OFFERING OF THESE SECURITIES, OR POSSESSION OR DISTRIBUTION OF OFFERING MATERIAL IN CONNECTION WITH THE
Gilmore | 8
ISSUE OF THESE SECURITIES, IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. IT IS THE RESPONSIBIITY OF ANY
PERSON WISHING TO PURCHASE THESE SECURITIES TO SATISFY HIMSELF AS TO FULL OBSERVANCE OF THESE LAWS OF ANY RELEVANT TERRITORY OUTSIDE
THE UNITED STATES OF AMERICA IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR
OBSERVING ANY OTHER APPLICABLE FORMALITIES.
V. MISCELLANEOUS
5.1 Any notice or other communication given hereunder shall be deemed sufficient in writing and sent by reputable overnight courier,
registered or certified mail, return receipt requested, addressed to the Issuer, at the address set forth in the first paragraph hereof,
Attention: Managing Member, and to the Subscriber at the address, etc., indicated on the signature page hereof. Notices shall be deemed
to have been given on the date when mailed or sent by overnight courier, except notices of change of address, which shall be deemed to
have been given when received.
5.2 This Subscription Agreement shall not be changed, modified or amended except in writing signed by the parties against whom such
modification or amendment is to be charged, and this Subscription Agreement may not be discharged except by performance in accordance with
its terms or by a writing signed by the party to be charged.
5.3 This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and assigns. This Subscription Agreement sets forth the entire agreement and understanding between
the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and
every nature among them.
5.4 Notwithstanding the place where this Subscription Agreement may be executed by any of the parities hereto, the parties expressly
agree that all the terms and provision hereof shall be construed in accordance with and governed by the laws of the State of Georgia.
The parties hereby agree that any dispute which may arise between them arising out of or in connection with this Subscription Agreement
shall be adjudicated only before a Federal Court within the corrected jurisdiction and they hereby submit to the jurisdiction of the
Federal Courts located in such corrected jurisdictions with respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objection then and now or hereafter they now may have respecting such venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this
Subscription Agreement or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process
in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the
Gilmore | 9
address set forth below or such other address as the Subscriber shall furnish in writing to the other. The parties further agree that
in the event of any dispute, action, suit or other proceeding arising out of or in connection with this Subscription Agreement,
the Offering Circular or other matters related to this subscription brought by a subscriber (or transferee), the Issuer
(and each other defendant) shall recover all such party attorney fees and costs incurred in each and every action, suit or other
proceedings, including any and all appeals or petitions therefrom. As used herein, attorney fees shall be deemed to man the full
and actual costs of any investigation and of legal services actually performed in connection with the matters involved, calculated
on the basis of the usual fee charged by the attorney performing such services.
5.5 This Subscription Agreement may be executed in counterparts. Upon the execution and delivery of this Subscription Agreement
by the Subscriber, this Subscription Agreement shall become a binding obligation of the Subscriber with respect to the purchase of
Interests as herein provided; subject, however, to the right hereby reserved by the Issuer to (i) enter into the same agreements with
other subscribers, (ii) and and/or delete other persons as subscribers and (ii) reduce the amount of or reject any subscription.
5.6 The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.
5.7 It is agreed that a waiver by either party or a breach of any provision of this Subscription Agreement shall not operate or
be construed as a waiver of any subsequent breach by that same party.
5.8 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further
actions as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.
[THE SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year first written above.
___________________________ X$_________ for each UNIT = $ ___________.
Number of Interests subscribed for Aggregate Purchase Price
Manner in which Title is to be held (Please Check ONLY One):
1. ________ Individual
2. ________ Joint Tenants with Right of Survivorship
3. ________ Community Property
4. ________ Tenant in Common
5. ________ Corporate / Partnership / Limited Liability Company
6. ________ IRA
7. ________ Trust / Estate / Pension or Profit Sharing Plan | Date Opened:________
8. ________ As a Custodian for:
Under the Uniform Gift to Minors Act of the State of______________
9. ________ Married with Separate Property
10. ________ Keogh
11. ________ Tenants by the Entirety
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12. ________ Foundation, described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended.
IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN
EXECUTION BY NATURAL PERSONS
___________________________________
Exact Name in Which TITLE is to be Held
___________________________________
Name (Please Print)
___________________________________
Residence: Number and Street
___________________________________
City, State and Zip Code
___________________________________
Social Security Number
___________________________________
Telephone Number
___________________________________
Cell Number or Fax Number (if available)
___________________________________
E-Mail
___________________________________
(Signature)
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ACCEPTED this day of 2019, on behalf of Gilmore Homes Gilmore Loans, LLC
By:______________________________________________
Name:____________________________________________
Title:_____________________________________________
IF, ADDITIONAL SUBSCRIBER
_______________________________
Name of Additional Subscriber
_______________________________
Address of Additional Subscriber
_______________________________
City, State and Zip Code
_______________________________
Social Security Number
_______________________________
Telephone Number
_______________________________
Cell Number or Fax Number (if available)
________________________________
E-Mail
_________________________________
(Signature of Additional Subscriber)
ACCEPTED this, the month of________day_____of 2019, on behalf of Gilmore Homes Gilmore Loans, LLC
By:_______________________________
Name:_____________________________
Title:______________________________
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EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY
(Corporation, Partnership, Trust, Etc.)
___________________________________
Name of Entity (Please Print)
Date of Incorporation or Organization:________________
State of Principal Office:___________________________
Federal Taxpayer Identification Number:______________
____________________________________
Office Address
____________________________________
City, State and Zip Code
____________________________________
Telephone Number
____________________________________
Fax Number (if available)
____________________________________
(E-Mail)
____________________________________ By:________________________
SEAL Name:
Title:
Attest:______________________________
(If Entity is a Corporation)
* If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the
appropriate party:
The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules.
____________________________________
Name of FINRA Firm
By:__________________________________
Name and Title:
ACCEPTED this day of_____, 2019 on behalf of Gilmore Homes Gilmore Loans, LLC.
By____________________________________
Name and Title:
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INVESTOR QUESTIONNAIRE
Instructions: Put a Check by all lines below, which correctly describes you.
_____You are (i) a Bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended
(the Securities Act), (ii) a Savings and Loan Association or other institution, as defined
in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary
capacity, (iii) a Broker or Dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), (iv) an Insurance company as
defined in Section 2(13) of the Securities Act, (v) an Investment company registered under
the Investment Company Act of 1940, as amended (the Investment Company Act), (vi)
a Business Development company as defined in Section 2(a)(48) of the Investment
Company Act, (vii) a Small Business Investment company licensed by the U.S. Small
Business Administration under Section 301 (c) or (d) of the Small Business Investment Act
of 1958, as amended, (viii) a Plan established and maintained by a state, its political
subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees and you have total assets in excess of $5,000,000 or (ix) an
employee benefit plan within the meaning of the Employee Retirement Income Security
Act of 1974, as amended (ERISA) and (1) the decision that you shall subscribe for and
purchase Interests (the Interests) of Gilmore Homes Gilmore Loans LLC (Fund) is
made by a plan fiduciary, as defined in Section 3 (21) of ERISA, which is either a bank,
savings and loan association, insurance company, or registered investment adviser, (2) you
have total assets in excess of $5,000,000 and the decision that you shall subscribe for and
purchase the Interests is made solely by persons or entities that are accredited investors, as
defined in Rule 501 of Regulation D promulgated under the Securities Act (Regulation
D) or (3) you are a self-directed plan and the decision that you shall subscribe for and
purchase the Interests is made solely by persons or entities that are accredited investors.
_____You are a private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940, as amended.
_____You are an organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the Code), a corporation or similar business trust or a partnership,
in each case not formed for the specific purpose of making an investment in the Interests
and with total assets in excess of $5,000,000.
_____You are a director or executive officer of Gilmore Homes Gilmore Loans LLC.
_____You are a natural person whose individual net worth, or joint net worth with your spouse,
exceeds $1,000,000 at the time of your subscription for and purchase of the Interests,
excluding your primary residence as an asset and any indebtedness that is secured by your
primary residence, up to the estimated fair market value of the primary residence at this
time, as a liability (except that if the amount of the indebtedness secured by your primary
residence at this time exceeds the amount of such indebtedness that is secured by your
Gilmore | 15
primary residence which is more than the estimated fair market value of your primary
residence at this time must also be included as a liability.
_____You are a natural person who had an individual income in excess of $200,000 in each of
the two most recent yeas or joint income with your spouse in excess of $300,000 in each
of the two most recent years, and who has a reasonable expectation of reaching the same
income level in the current year.
_____You are a non-accredited investor (as defined by the Securities and Exchange
Commission) (the SEC), which in regards to a Tier 2 offering limits the amount of
securities that an investor who is not an accredited investor under Rule 501(a) of
Regulation D can purchase in a Tier 2 offering no more than: (a) 10% of the greater of
annual income or net worth (for natural persons).
_____You are a trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring Interests, whose subscription for and purchase of the Interests is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.
_____You are an entity in which all of the equity owners are persons or entities described in one
of the preceding paragraphs.
_____None of the above describes you: Your net worth is $____________.
Are you associated with a FINRA Member Firm? ___Yes OR ___No
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Yours initials (purchaser and co-purchaser, if applicable) are required for each item below:
______ ______ I/We understand that this investment is not guaranteed.
______ ______ I/We are aware that this investment is not liquid.
______ ______ I/We are sophisticated in financial and business affairs and are able to
evaluate the risks and merits of an investment in this offering.
______ ______ I/We confirm that this investment is considered high risk. (This type of
investment is considered high risk due to the inherent risks including lack of
liquidity and lack of diversification. Success or failure of private placements
such as this is dependent on the issuer of these securities and is outside the
control of the investors. While potential loss is limited to the amount
invested, such loss is possible.
The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire ae true as of the date
of its execution of the Subscription Agreement pursuant towhich it purchased Interests of the Issuer.
_____________________________ ______________________________
Name of Purchaser (please print) Name of Co-Purchaser (please print)
_____________________________ ______________________________
Signature of Purchaser Signature of Co-Purchaser
[Entities, please provide signature of
Purchaser duty authorized signatory.]
_________________________________
Name of Signatory (ENTITIES ONLY)
_________________________________
Title of Signatory (ENTITIES ONLY)