PPM (Private Equtiy/Stock Offering)

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PPM Document for my company's Private Equity Offering. (5% per month ROI)

PPM Document for my company's Private Equity Offering. (5% per month ROI)

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  • 'as of today this ofering is Not being made to residents of , , , , and Maryland .....

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  • 1. Circular# _____________________________ Offeree: _________________________________ CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Davies Capital Management, LLC. ____________________________________ $1,000,000 1,000,000 Units (“Units”) $1.00 per unit 10,000 Units ($10,000.00) Minimum Subscription (1) ____________________________________Davies Capital Management, LLC, a Florida Limited Liability Company, is offering 1,000,000Units for $1.00 per Unit. The offering price per unit has been arbitrarily determined by theCompany - See Risk Factors: Offering Price.THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSEINVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST INTHESE UNITS.THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF FLORIDA, ORUNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THEEXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 504PROMULGATED THERE UNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATIONPROVIDED BY OTHER APPLICABLE SECURITIES LAWS.Confidential Page 1 4/13/2013
  • 2. Sale Price Selling Commissions (1) Proceeds To Company (2) Per Unit $1.00 $0.10 $0.90 Maximum $1,000,000 $100,000 $900,000 __________________________________________________________________ Davies Capital Management, LLC Baton Rouge, Louisiana (225) 421-9704 The Date of this Memorandum is April 13, 2013(1) The Company reserves the right to waive 10,000 unit minimum subscriptions for anyinvestor. The Offering is not underwritten. The Units are offered on a “best efforts” basis bythe Company through its officers and directors. Units may also be sold by FINRA memberbrokers or dealers who enter into a Participating Dealer Agreement with the Company, who willreceive commissions of up to 10% of the price of the units sold. The Company reserves the rightto pay expenses related to this Offering from the proceeds of the Offering. See “Plan ofPlacement and Use of Proceeds.”(2) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion,elects to terminate, or (b) the date upon which all Units have been sold, or (c) April 13 , 2014, orsuch date as may be extended from time to time by the Company, but not later than 180 daysthereafter (the “Offering Period”.)THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BYTHE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THESECURITIES WILL BE SOLD.THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES ANDEXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORYBODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS.BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ONTHEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULDPROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THEINVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS,AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLESECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NOConfidential Page 2 4/13/2013
  • 3. TRADING MARKET FOR THE COMPANY’S UNITS OF COMMON MEMBERSHIP UNITS AND THERECAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE UNITSWILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANYTIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHERFEDERAL OR STATE SECURITIES LAWS THE UNITS PURCHASED PURSUANT HERETO, AND THEISSUANCE OF THE UNITS IS BEING UNDERTAKEN PURSUANT TO RULE 504 OF REGULATION DUNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OFANY OF THE UNITS WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BYAPPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THEINVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN.THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM SHEET RELATESHAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANYSPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANYOR ANY OTHER RECOGNIZED CRITERIA OF VALUE.No person is authorized to give any information or make any representation not contained inthe Memorandum and any information or representation not contained herein must not berelied upon. Nothing in this Memorandum should be construed as legal or tax advice.All of the information provided herein has been provided by the Management of the Company.The Company makes no express or implied representation or warranty as to the completenessof this information or, in the case of projections, estimates, future plans, or forward lookingassumptions or statements, as to their attainability or the accuracy and completeness of theassumptions from which they are derived, and it is expected that each prospective investor willpursue his, her, or its own independent investigation. It must be recognized that estimates ofthe Company’s performance are necessarily subject to a high degree of uncertainty and mayvary materially from actual results.No general solicitation or advertising in whatever form will or may be employed in the offeringof the securities, except for this Memorandum (including any amendments and supplementshereto), the exhibits hereto and documents summarized herein, or as provided for underRegulation D of the Securities Act of 1933. Other than the Company’s management, no one hasbeen authorized to give any information or to make any representation with respect to theCompany or the Units that is not contained in this Memorandum. Prospective investors shouldnot rely on any information not contained in this Memorandum.This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy toanyone in any jurisdiction in which such offer or solicitation would be unlawful or is notauthorized or in which the person making such offer or solicitation is not qualified to do so.This Memorandum does not constitute an offer if the prospective investor is not qualified underapplicable securities laws.Confidential Page 3 4/13/2013
  • 4. This offering is made subject to withdrawal, cancellation, or modification by the Companywithout notice and solely at the Company’s discretion. The Company reserves the right to rejectany subscription or to allot to any prospective investor less than the number of Units subscribedfor by such prospective investor.This Memorandum has been prepared solely for the information of the person to whom it hasbeen delivered by or on behalf of the Company. Distribution of this Memorandum to anyperson other than the prospective investor to whom this Memorandum is delivered by theCompany and those persons retained to advise them with respect thereto is unauthorized. Anyreproduction of this Memorandum, in whole or in part, or the divulgence of any of the contentswithout the prior written consent of the Company is strictly prohibited. Each prospectiveinvestor, by accepting delivery of this Memorandum, agrees to return it and all other documentsreceived by them to the Company if the prospective investor’s subscription is not accepted or ifthe Offering is terminated.By acceptance of this Memorandum, prospective investors recognize and accept the need toconduct their own thorough investigation and due diligence before considering a purchase ofthe Units. The contents of this Memorandum should not be considered to be investment, tax,or legal advice and each prospective investor should consult with their own counsel and advisorsas to all matters concerning an investment in this Offering. Jurisdictional (NASAA) LegendsFOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTSONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUEDTO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAINAS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE,YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THISMEMORANDUM HAVE NOT BEEN REGISTERED IN ANY STATE OR UNDER ANY OTHER STATESECURITIES LAWS (COMMONLY CALLED “BLUE SKY” LAWS. THESE SECURITIES MUST BEACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD OR TRANSFERRED INTHE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, ORAN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOTREQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT ALEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN ANOFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE.Confidential Page 4 4/13/2013
  • 5. FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OFTHIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER OF CORPORATIONS OF THESTATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR PAYMENT OR RECEIPT OFANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL,UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100,25102, OR 25104 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TOTHIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING OBTAINED,UNLESS THE SALE IS SO EXEMPT.2. NOTICE TO FLORIDA RESIDENTS ONLY: IF YOU ARE A FLORIDA RESIDENT, YOU AREHEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPTFROM THE REGISTRATION REQUIREMENTS OF THE FLORIDA SECURITIES ACT. THE SECURITIESCANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION3. NOTICE TO DELAWARE RESIDENTS ONLY: THE UNITS DESCRIBED HEREIN HAVE NOTBEEN REGISTERED WITH THE DELAWARE DIVISION OF SECURITIES AND INVESTOR PROTECTIONUNDER THE DELAWARE SECURITIES ACT. THE UNITS REFERRED TO HEREIN WILL BE SOLD TO,AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAIDACT. THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF DELAWARE. INADDITION, ALL OFFEREES WHO ARE DELAWARE RESIDENTS SHOULD BE AWARE THAT SECTION517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN SALES AREMADE TO FIVE OR MORE PERSONS IN [DELAWARE], ANY SALE IN [DELAWARE] MADE PURSUANTTO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTERTHE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENTOF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THATPRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THEAVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBYCOMMUNICATED TO EACH DELAWARE OFFEREE. EACH PERSON ENTITLED TO EXERCISE THEPRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5) AND WHO WISHES TOEXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THECOMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANYOTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER)OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THECOMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY. SUCHLETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TOTHE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT ISPRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSGTITHAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSONMAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUESTHAS BEEN RECEIVED.Confidential Page 5 4/13/2013
  • 6. 4. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED ORDISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR HAS THE STATE OF ILLINOISPASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TOTHE CONTRARY IS UNLAWFUL.5. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TOPURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLDTO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDERSECTION 49:3-60(b) OF THE NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THATTHE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THEMERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BGTIAU OF SECURITIESDOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF, BY THE BGTIAU OFSECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEVADA. ANYREPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIESTO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAINCONDITIONS APPLY, I.E., THERE CAN BE NO GENERAL ADVERTISING OR SOLICITATION ANDCOMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS. THIS EXEMPTION IS GENERALLYUSED WHERE THE PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE-EXISTINGRELATIONSHIP WITH THE COMPANY. (SEE NRS 90.530.11.)6. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY RESIDENT ANDYOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM,YOU ARE HEREBY ADVISED THAT THIS MEMORANDUM HAS NOT BEEN FILED WITH ORREVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCEAND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON ORENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY ISUNLAWFUL.7. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN REVIEWEDBY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THEATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THEMERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THECOMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE UNITS OFFEREDHEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE AMARKET IN THE UNITS. AT SOME TIME IN THE FUTURE, THE COMPANY MAY ATTEMPT TOARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND TOQUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCHARRANGEMENTS HAVE BEEN MADE AND THERE IS NO ASSURANCE THAT ANY BROKERS WILLEVER HAVE SUCH AN INTEREST IN THE SECURITIES OF THE COMPANY OR THAT THERE WILL EVERBE A MARKET THEREFORE.Confidential Page 6 4/13/2013
  • 7. 8. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFERTO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), DIRECTLY FROMTHE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HISACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) ORANY OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THEISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF ATRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2)BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IFYOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE PURSUANT TO APROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOURACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972(70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE FIRST TIMEYOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASEAGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWALWILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THISWITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (ORUNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS) INDICATING YOURINTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKEDPRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING ALETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO DAVIESCAPITAL MANAGEMENT, LLC THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WASMAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTENCONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILLBE MADE TO RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITEDINVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULD EXCEED TWENTY(20%) OF SUCH INVESTORS NET WORTH, (EXCLUDING PRINCIPAL RESIDENCE, FURNISHINGSTHEREIN AND PERSONAL AUTOMOBILES). EACH PENNSYLVANIA RESIDENT MUST AGREE NOT TOSELL THESE SECURITIES FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OFPURCHASE, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THECOMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THEREGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1972. NOSUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION,EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THECOMMISSION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OREXEMPTION.Confidential Page 7 4/13/2013
  • 8. 9. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER HAVE NOTBEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND, THEREFORE, ANYPURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR ANINDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESS THEY ARESUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTION FROM SUCHREGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS SECURITIESACT, THE COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE FOLLOWING: ALEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES REPRESENTING SECURITIESPURCHASED HEREUNDER, AND ANY PURCHASER HEREUNDER SHALL BE REQUIRED TO SIGN AWRITTEN AGREEMENT THAT HE WILL NOT SELL THE SUBJECT SECURITIES WITHOUTREGISTRATION UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONS THEREFROM.10. NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF SECURITIES HASNOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT MEMORANDUM AND THE SECURITIESHAVE NOT BEEN REGISTERED IN RELIANCE UPON THE SECURITIES ACT OF WASHINGTON,CHAPTER 21.20 RCW, AND THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTEREDUNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS ANEXEMPTION FROM REGISTRATION IS MADE AVAILABLE.DURING THE COURSE OF THE OFFERING AND PRIOR TO ANY SALE, EACH OFFEREE OF THE UNITSAND HIS OR HER PROFESSIONAL ADVISOR(S), IF ANY, ARE INVITED TO ASK QUESTIONSCONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO OBTAIN ANYADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SETFORTH HEREIN. SUCH INFORMATION WILL BE PROVIDED TO THE EXTENT THE COMPANYPOSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OREXPENSE.EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, ANDRECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS ANDCONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THEEXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUTUNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THEINFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONSWHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION ORDOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THISMEMORANDUM, PLEASE WRITE OR CALL: Scott Davies (225) 421-9704 scott@daviescapitalmanagement.com As of the date of this memorandum this offering is NOT being made to residents of:Confidential Page 8 4/13/2013
  • 9. MARYLAND, PENNSYLVANIA, NEW YORK, and ALABAMA.TABLE OF CONTENT PAGEProspectus Summary 10The Company 10The Offering 10Risk Factors 10Use of Proceeds 10Membership units Holders 11Registrar 11Subscription Period 11Requirements for Purchasers 11Other Requirements 11Forward Looking Information 12Development Stage Business 12Inadequacy of Funds 12Dependence on Management 13General Economic Conditions 13Trend in Consumer Preferences 13Risks of Borrowing 13Management Discretion as to Use of Proceeds 14Control by Management 14Dividend Policy 14No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets 14Limited Transferability and Liquidity 15Long Term Nature of Investment 15No Current Market For Units 15Compliance with Securities Laws 16Offering Price 16Lack of Firm Underwriter 16Projections: Forward Looking Information 16Use Of Proceeds 17Management 18Management Compensation 18Principal Unit Holders 18Litigation 19Description of Units 19Transfer Agent and Registrar 20Plan of Placement 20How to Subscribe for Units 20Additional Information 20List of ExhibitsExhibit “A”: Subscription AgreementConfidential Page 9 4/13/2013
  • 10. Exhibit “B”: Operating AgreementSummary of the OfferingThe following material is intended to summarize information contained elsewhere in thisLimited Offering Memorandum (the “Memorandum”). This summary is qualified in its entiretyby express reference to this Memorandum and the materials referred to and contained herein.Each prospective subscriber should carefully review the entire Memorandum and all materialsreferred to herein and conduct his or her own due diligence before subscribing for units.The CompanyDavies Capital Management, LLC (“Company”), began operations in April 23, 2009, with thepurpose of buying and selling membership units online. The Company’s legal structure wasformed as a Limited Liability Company under the laws of the State of Florida on April 23, 2009Its principal offices are presently located at 9771 Jefferson Highway #76, Baton Rouge, Louisiana70809. The Company’s telephone number is (225) 421-9704. The Managing Member/Presidentof the Company is Scott Davies.The OfferingThe Company is offering up to 1,000,000 Units at a price of $1.00 per Unit. Upon completion ofthe Offering 5,000,000 Units will be outstanding. Each purchaser must execute a SubscriptionAgreement. This offering allows for an unlimited number of non-accredited investors.Risk FactorsSee “RISK FACTORS” in this Memorandum for certain factors that could adversely affect aninvestment in the Units. Those factors include reliance on one main distributor, reliance onmanagement, and unanticipated obstacles to execution of the Business Plan.Investing in the Company’s Units is very risky. You should be able to bear a complete loss ofyour investment. You should carefully consider the following factors, among others.Use of ProceedsProceeds from the sale of Units will be used primarily in the purchase of trading options andgeneral administrative expenses of the Company. SEE “USE OF PROCEEDS.”Confidential Page 10 4/13/2013
  • 11. Membership Unit HoldersUpon the sale of the maximum number of Units from this Offering, the number of issued andoutstanding Units of the Company’s membership units will be held as follows: Maximum Present Membership Unit Holders 80% New Membership Unit Holders 20%RegistrarThe Company will serve as its own registrar and transfer agent with respect to its.Subscription PeriodThe Offering will terminate on the earliest of: (a) the date the Company, in its discretion, electsto terminate, or (b) the date upon which all Units have been sold, or (c) April 13, 2014, or suchdate as may be extended from time to time by the Company, but not later than 180 daysthereafter (the “Offering Period”.)Requirements for PurchasersProspective purchasers of the Units offered by this Memorandum should give carefulconsideration to certain risk factors described under “RISK AND OTHER IMPORTANT FACTORS,”and especially to the speculative nature of this investment and the limitations described underthat caption with respect to the lack of a readily available market for the Units and the resultinglong term nature of any investment in the Company. This Offering is available to Accredited andNon-Accredited Investors.Other RequirementsNo subscription for the Units will be accepted from any investor unless he is acquiring the Unitsfor his own account (or accounts as to which he has sole investment discretion), for investmentand without any view to sale, distribution or disposition thereof. Each prospective purchaser ofUnits may be required to furnish such information as the Company may require to determinewhether any person or entity purchasing Units is an Accredited Investor, or select Non-Accredited Investor who may purchase Units.Confidential Page 11 4/13/2013
  • 12. Forward Looking InformationSome of the statements contained in this Memorandum, including information incorporated byreference, discuss future expectations, or state other forward looking information. Thosestatements are subject to known and unknown risks, uncertainties and other factors, several ofwhich are beyond the Company’s control that could cause the actual results to differ materiallyfrom those contemplated by the statements. The forward looking information is based onvarious factors and was derived using numerous assumptions. In light of the risks, assumptions,and uncertainties involved, there can be no assurance that the forward looking informationcontained in this Memorandum will in fact transpire or prove to be accurate.Important factors that may cause the actual results to differ from those expressed withininclude, for example, the unpredictability of the Stock and Forex markets the effect of changing economic conditions;Other risks which are described under “RISK FACTORS” and which may be described in futurecommunications to Unit Holders. The Company makes no representation and undertakes noobligation to update the forward looking information to reflect actual results or changes inassumptions or other factors that could affect those statements.Development Stage BusinessDavies Capital Management, LLC commenced operations in April 23, 2009 and is organized as aLimited Liability Company under the laws of the State of Florida. Accordingly, the Company’smembership manager has been trading options for several years. The Company’s proposedoperations are subject to all business risks associated with new enterprises. There is apossibility that the Company could sustain losses in the future. There can be no assurances thatDavies Capital Management, LLC will even operate profitably.Inadequacy of FundsGross offering proceeds of a maximum of $1,000,000 is expected to be realized within therequired time allowed by this offering. Management believes that such proceeds will capitalizeand sustain Davies Capital Management, LLC. sufficiently to allow for option trades. If only afraction of this Offering is sold, or if certain assumptions contained in Management’s businessplans prove to be incorrect, the Company may have inadequate funds to fully develop itsbusiness and may need debt financing or other capital investment to fully implement theCompany’s business plans.Confidential Page 12 4/13/2013
  • 13. Dependence on ManagementIn the early stages of development the Company’s business will be significantly dependent onScott Davies. The loss of this individual could have a material adverse effect on the Company.See “MANAGEMENT.”General Economic ConditionsThe financial success of the Company may be sensitive to adverse changes in general economicconditions in the United States, such as recession, inflation, unemployment, and interest rates.Such changing conditions could reduce demand in the marketplace for the Company’s products.Management believes that the niche products they market and the extensive product line ofDavies Capital Management, LLC will insulate the Company from excessive reduced demand.Nevertheless, Davies Capital Management, LLC has no control over these changes.Trend in Consumer Preferences and Spending; Possible Fluctuations in Operating ResultsThe Company’s operating results may fluctuate significantly from period to period as a result ofa variety of factors, including purchasing patterns of customers, competitive pricing, debtservice and principal reduction payments, and general economic conditions. There is noassurance that the Company will be successful in marketing any of its products, or that therevenues from the sale of such products will be significant. Consequently, the Company’srevenues may vary by quarter, and the Company’s operating results may experiencefluctuations.Risks of BorrowingIf the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to thepayment of principal and interest on such indebtedness. Typical loan agreements also mightcontain restrictive covenants which may impair the Company’s operating flexibility. Such loanagreements would also provide for default under certain circumstances, such as failure to meetcertain financial covenants. A default under a loan agreement could result in the loan becomingimmediately due and payable and, if unpaid, a judgment in favor of such lender which would besenior to the rights of owners of Common Membership units of the Company. A judgmentcreditor would have the right to foreclose on any of the Company’s assets resulting in a materialadverse effect on the Company’s business, operating results or financial condition.Confidential Page 13 4/13/2013
  • 14. Management Discretion as to Use of ProceedsThe net proceeds from this Offering will be used for the purposes described under “Use ofProceeds.” The Company reserves the right to use the funds obtained from this Offering forother similar purposes not presently contemplated which it deems to be in the best interests ofthe Company and its Unit Holders in order to address changed circumstances or opportunities.As a result of the foregoing, the success of the Company will be substantially dependent uponthe discretion and judgment of Management with respect to application and allocation of thenet proceeds of this Offering. Investors for the Common Membership units offered hereby willbe entrusting their funds to the Company’s Management, upon whose judgment and discretionthe investors must depend.Control by ManagementAs of April 12, 2013, the Company’s member manager owned approximately 100% of theCompany’s outstanding Units. Upon completion of this Offering, the Company’s officers anddirectors will own approximately 80% of the issued and outstanding Units, and will be able toelect all of the directors and continue to control Davies Capital Management, LLC. Investors willown a minority percentage of the Company’s Common Membership units and will have minorityvoting rights. Investors will not have the ability to control either a vote of the Company’s UnitHolders or Board of Directors. See “PRINCIPAL UNIT HOLDERS”Dividend PolicyThe Company intends to retain any initial future earnings to fund operations and expand theCompany’s business. A holder of Common Membership units will be entitled to receivedividends only when, as, and if declared by the Board of Directors out of funds legally availabletherefore. The Company’s Board of Directors will determine future dividend policy based uponthe Company’s results of operations, financial condition, capital requirements, and othercircumstances. See “DESCRIPTION OF SECURITIES - COMMON MEMBERSHIP UNITS - DIVIDENDPOLICY.”No Assurances of Protection for Proprietary Rights; Reliance on Trade SecretsIn certain cases, the Company may rely on trade secrets to protect proprietary technology andprocesses which the Company has developed or may develop in the future. There can be noassurances that secrecy obligations will be honored or that others will not independentlydevelop similar or superior technology. The protection of proprietary technology through claimsof trade secret status has been the subject of increasing claims and litigation by variouscompanies both in order to protect proprietary rights as well as for competitive reasons evenConfidential Page 14 4/13/2013
  • 15. where proprietary claims are unsubstantiated. The prosecution of proprietary claims or thedefense of such claims is costly and uncertain given the uncertainty and rapid development ofthe principles of law pertaining to this area. The Company, in common with other firms, mayalso be subject to claims by other parties with regard to the use of technology information anddata which may be deemed proprietary to others.Limited Transferability and LiquidityTo satisfy the requirements of certain exemptions from registration under the Securities Act,and to conform with applicable state securities laws, each investor must acquire his Units forinvestment purposes only and not with a view towards distribution. Consequently, certainconditions of the Securities Act may need to be satisfied prior to any sale, transfer, or otherdisposition of the Units. Some of these conditions may include a minimum holding period,availability of certain reports, including financial statements from Davies Capital Management,LLC, limitations on the percentage of Units sold and the manner in which they are sold. DaviesCapital Management, LLC can prohibit any sale, transfer or disposition unless it receives anopinion of counsel provided at the holder’s expense, in a form satisfactory to Davies CapitalManagement, LLC, stating that the proposed sale, transfer or other disposition will not result ina violation of applicable federal or state securities laws and regulations. No public market existsfor the Units and no market is expected to develop. Consequently, owners of the Units mayhave to hold their investment indefinitely and may not be able to liquidate their investments inDavies Capital Management, LLC or pledge them as collateral for a loan in the event of anemergency.Long Term Nature of InvestmentAn investment in the Units may be long term and illiquid. As discussed above, the offer and saleof the Units will not be registered under the Securities Act or any foreign or state securities lawsby reason of exemptions from such registration which depends in part on the investment intentof the investors. Prospective investors will be required to represent in writing that they arepurchasing the Units for their own account for long-term investment and not with a viewtowards resale or distribution. Accordingly, purchasers of Units must be willing and able to bearthe economic risk of their investment for an indefinite period of time. It is likely that investorswill not be able to liquidate their investment in the event of an emergency.No Current Market for UnitsThere is no current market for the Units offered in this private Offering and no market isexpected to develop in the near future.Confidential Page 15 4/13/2013
  • 16. Compliance with Securities LawsThe Units are being offered for sale in reliance upon certain exemptions from the registrationrequirements of the Securities Act, applicable Florida Securities Laws, and other applicable statesecurities laws. If the sale of Units were to fail to qualify for these exemptions, purchasers mayseek rescission of their purchases of Units. If a number of purchasers were to obtain rescission,Davies Capital Management, LLC would face significant financial demands which could adverselyaffect Davies Capital Management, LLC as a whole, as well as any non-rescinding purchasers.Offering PriceThe price of the Units offered has been arbitrarily established by Davies Capital Management,LLC, considering such matters as the state of the Company’s business development and thegeneral condition of the industry in which it operates. The Offering price bears little relationshipto the assets, net worth, or any other objective criteria of value applicable to Davies CapitalManagement, LLCLack of Firm UnderwriterThe Units are offered on a “best efforts” basis by the officers and directors of Davies CapitalManagement, LLC without compensation and on a “best efforts” basis through certain FINRAregistered broker-dealers which enter into Participating Broker-Dealer Agreements with theCompany. Accordingly, there is no assurance that the Company, or any FINRA broker-dealer,will sell the maximum Units offered or any lesser amount.Projections: Forward Looking InformationManagement has prepared projections regarding Davies Capital Management, LLC anticipatedfinancial performance. The Company’s projections are hypothetical and based upon thehistorical financial performance of the Company, the addition of a sophisticated and well fundedmarketing plan, and other factors influencing the business of Davies Capital Management, LLCThe projections are based on Management’s best estimate of the probable results of operationsof the Company, based on present circumstances, and have not been reviewed by Davies CapitalManagement, LLC independent accountants. These projections are based on severalassumptions, set forth therein, which Management believes are reasonable. Some assumptions,upon which the projections are based, however, invariably will not materialize due theinevitable occurrence of unanticipated events and circumstances beyond Management’scontrol. Therefore, actual results of operations will vary from the projections, and suchvariances may be material. Assumptions regarding future changes in sales and revenues areConfidential Page 16 4/13/2013
  • 17. necessarily speculative in nature. In addition, projections do not and cannot take into accountsuch factors as general economic conditions, unforeseen regulatory changes, the entry intoDavies Capital Management, LLC market of additional competitors, the terms and conditions offuture capitalization, and other risks inherent to the Company’s business. While Managementbelieves that the projections accurately reflect possible future results of Davies CapitalManagement, LLC operations, those results cannot be guaranteed.Use of ProceedsThe Company seeks to raise gross proceeds of $1,000,000 from the sale of Units in this Offering.The Company intends to apply these proceeds substantially as set forth herein, subject only toreallocation by Management in the best interests of the Company. Sources Maximum Percent of Percent of Amount Proceeds ProceedsProceeds From $1,000,000 100% 100%Sale of Units Application of ProceedsOffering Expenses (1) $10,000 1%Commissions (2) $100,000 10%Total Offering $110,000 11%Expenses & FeesNet Offering Proceeds $890,000 89%Amount Available for $890,000TradingTotal Application of $1,000,000 100%ProceedsFootnotes:(1) Includes estimated memorandum preparation, filing, printing, legal, accounting and otherfees and expenses related to the Offering(2) This Offering is being sold by the officers and directors of the Company, who will not receiveany compensation for their efforts. No sales fees or commissions will be paid to such officers ordirectors. Units may be sold by registered broker or dealers who are members of FINRA andConfidential Page 17 4/13/2013
  • 18. who enter into a Participating Dealer Agreement with the Company. Such brokers or dealersmay receive commissions up to ten percent (10%) of the price of the Units sold.ManagementPrincipals of the CompanyAt the present time, one individual is actively involved in the management of the Company.  Scott DaviesScott Davies, Managing MemberEven with adverse conditions associated with trading in the Stock and Forex Markets, ScottDavies has proven his marketing trading strategies are highly successful, with increases in excessof 410% over the past 41 months. Scott has a keen understanding of various methodologies andpractices of trading and uses them daily. He has successfully studied and selected positions thatbenefit the Company’s portfolio.Scott Davies established Davies Capital Management, LLC in April of 2009 for the purposes oftrading Stock and Forex Options with various associates supporting and backing his trades. Scottis sought after for guidance and advice concerning his own trading style, which has provenprofitable over the years.Management CompensationThere is no accrued compensation that is due any member of Management. No directors whoare members of Management will receive any director’s fees. Each director will be entitled toreimbursement of expenses incurred while conducting Company business. Each director mayalso be a Unit Holder in the Company and as such will share in the profits of the Company whenand if dividends are paid. The Managing Member may receive a management fee to beestablished by the Board of Directors. Management reserves the right to reasonably increasesalaries assuming the business is performing profitably and Company revenues are growing onschedule.Principal Unit HoldersThe following table contains certain information as of April 14, 2013 as to the number of Unitsof Common Membership units beneficially owned by (i) each person known by the Company toown beneficially more than 5% of the Company’s Membership units, (ii) each person who is aConfidential Page 18 4/13/2013
  • 19. Director of the Company, (iii) all persons as a group who are Directors and Officers of theCompany, and as to the percentage of the outstanding Units held by them on such dates and asadjusted to give effect to this Offering. Name and Position Units Percentage Scott Davies, Manager 4000000 80%LitigationThe Company is not presently a party to any material litigation, nor to the knowledge ofManagement is any litigation threatened against the Company which may materially affect thebusiness of the Company or its assets.Description of UnitsThe Units offered hereby are 1,000,000 Units, $0.01 par value. The Company’s authorizedcapital consists of 5,000,000 Units with par value $0.01. 4,000,000 Units are currently issuedand outstanding.The Units are equal in all respects, and upon completion of the Offering, the Units will comprisethe only class of capital Units that the Company will have issued and outstanding upon close ofthe Offering.Each Unit Holder is entitled to one vote for each unit held on each matter submitted to a vote ofthe Unit Holders.Units are not redeemable and do not have conversion rights. The Units currently outstandingare, and the Units to be issued upon completion of this Offering will be, fully paid and non-assessable.In the event of the dissolution, liquidation or winding up of the Company, the assets then legallyavailable for distribution to the holders of the Company’s Units will be distributed ratablyamong such holders in proportion to their unit holdings.Unit Holders are only entitled to dividends when, as and if declared by the Managing Membersout of funds legally available therefore. The Company has never paid any such dividends.Future dividend policy is subject to the discretion of the Board of Directors and will dependupon a number of factors, including among other things, the capital requirements and theConfidential Page 19 4/13/2013
  • 20. financial condition of the Company. The Company expects to commence paying a monthlydividend payment of 5% of an investors initial capital investment. This monthly dividendpayment will start on the 1st of the month following 30 days after the initial investment dateand commencing monthly thereafter. The monthly dividend is only payable to currentinvestors of record as of the dividend payable date and meeting the above initial 30 day timeperiod.Transfer Agent and RegistrarThe Company will act as its own transfer agent and registrar for its Units.Plan of PlacementThe Units are offered directly by officers and directors of the Company on the terms andconditions set forth in this Memorandum. Units may also be offered by FINRA brokers anddealers. The Company is offering the Units on a “best efforts” basis. The Company will use itsbest efforts to sell the Units to investors. There can be no assurance that all or any of the Unitsoffered will be sold.How to Subscribe for UnitsA purchaser of Units must complete, date, execute, and deliver to the Company the followingdocuments, as applicable, all of which are included in Part C:1. An original signed copy of the appropriate Subscription Agreement; and2. A check payable to “Davies Capital Management, LLC” in the amount of $1.00 per Unit foreach Unit purchased as called for in the Subscription Agreement (minimum purchase 10,000Units or $10,000).Purchasers of Units will receive an Investor Subscription Package containing an InvestorSuitability Questionnaire and two copies of the Subscription Agreement.Subscriber may not withdraw subscriptions that are tendered to the Company (Nevada andPennsylvania Residents See NASAA Legend in the front of this Memorandum for importantinformation).Additional InformationConfidential Page 20 4/13/2013
  • 21. Each prospective investor may ask questions and receive answers concerning the terms andconditions of this offering and obtain any additional information which the Company possesses,or can acquire without unreasonable effort or expense, to verify the accuracy of the informationprovided in this Memorandum. The principal executive offices of the Company are located at: Davies Capital Management, LLC 9771 Jefferson Highway #76 Baton Rouge, Louisiana 70809 scott@daviescapitalmanagement.com (225 ) 421-9704 EXHIBIT AConfidential Page 21 4/13/2013
  • 22. Subscription AgreementConfidential Page 22 4/13/2013
  • 23. Davies Capital Management, LLCGentlemen:You have informed the undersigned (the “Purchaser”) that Davies Capital Management, LLC aFlorida Limited liability company, (the “Company”) wishes to raise a maximum of One MillionDollars ($1,000,000) from various persons by selling up to 1,000,000 Units of the Company’sCommon Membership units, $0.01 par value (the “Units ”), at a price of One Dollar ($1.00) perUnit.I have received, read, and understand the Limited Offering Memorandum dated April 13, 2013(the “Memorandum”). I further understand that my rights and responsibilities as a Purchaserwill be governed by the terms and conditions of this Subscription Agreement, the Memorandumand the Units (the “Unit Documents”). I understand that you will rely on the followinginformation to confirm that I am a “Private Investor”, and that I will be allowed to purchaseUnits in this Offering (subject to Company approval).This Subscription Agreement is one of a number of such subscriptions for Units. By signing thisSubscription Agreement, I offer to purchase and subscribe from the Company the number ofUnits set forth below on the terms specified herein. The Company reserves the right, in itscomplete discretion, to reject any subscription offer or to reduce the number of Units allotted tome for purchase. If this offer is accepted, the Company will execute a copy of this SubscriptionAgreement and return it to me. I understand that commencing on the date of thisMemorandum all funds received by the Company in full payment of subscriptions for Units willbe not be deposited in an escrow account and will become immediately available for use by theCompany. The Company has not set a minimum offering proceeds figure for this Offering.1. Representations and Warranties. I represent and warrant to the Company that:(a (i) have adequate means of providing for my current needs and possible contingencies and Ihave no need for liquidity of my investment in the Units, (ii) can bear the economic risk of losingthe entire amount of my investment in Units, and (iii) have such knowledge and experience thatI am capable of evaluating the relative risks and merits of this investment; (iv) the purchase ofUnits is consistent, in both nature and amount, with my overall investment program andfinancial condition.The address set forth below is my true and correct residence, and I have no intention ofbecoming a resident of any other state or jurisdiction. ______________ Purchaser’s InitialsConfidential Page 23 4/13/2013
  • 24. I have not utilized the services of a “Purchaser Representative” (as defined in Regulation Dpromulgated under the Securities Act) because I am a sophisticated, experienced investor,capable of determining and understanding the risks and merits of this investment.(b) I have received and read, and am familiar with the Unit Documents, including theMemorandum and the forms of certificate for Units. All documents, records and bookspertaining to the Company and the Units requested by me, including all pertinent records of theCompany, financial and otherwise, have been made available or delivered to me.(c) I have had the opportunity to ask questions of and receive answers from the Company’sofficers and representatives concerning the Company’s affairs generally and the terms andconditions of my proposed investment in the Units.(d) I understand the risks implicit in the business of the Company. Among other things, Iunderstand that there can be no assurance that the Company will be successful in obtaining thefunds necessary for its success. If only a fraction of the maximum amount of the Offering israised, the Company may not be able to expand as rapidly as anticipated, and proceeds fromthis Offering may not be sufficient for the Company’s long term needs.(e) Other than as set forth in the Memorandum, no person or entity has made anyrepresentation or warranty whatsoever with respect to any matter or thing concerning theCompany and this Offering and I am purchasing the Units based solely upon my owninvestigation and evaluation.(f) I understand that no Units have been registered under the Securities Act, nor have theybeen registered pursuant to the provisions of the securities or other laws of applicablejurisdictions.(g) The Units for which I subscribe are being acquired solely for my own account, forinvestment and are not being purchased with a view to or for their resale or distribution. Inorder to induce the Company to sell Units to me, the Company will have no obligation torecognize the ownership, beneficial or otherwise, of the Units by anyone but me.Confidential Page 24 4/13/2013
  • 25. (i) I am aware of the following: I. The Units are a speculative investment which involves a high degree of risk; and _____________ Purchaser’s Initials II. My investment in the Units is not readily transferable; it may not be possible for me to liquidate my investment.Confidential Page 25 4/13/2013
  • 26. III. The financial statements of the Company have merely been compiled, and have not been reviewed or audited. IV. There are substantial restrictions on the transferability of the Units registered under the Securities Act; and V. No federal or state agency has made any finding or determination as to the fairness of the Units for public investment nor any recommendation or endorsement of the Units ;(j) Except as set forth in the Memorandum, none of the following information has everbeen represented, guaranteed, or warranted to me expressly or by implication, by any broker,the Company, or agents or employees of the foregoing, or by any other person: I. The appropriate or exact length of time that I will be required to hold the Units ; II. The percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as a result of an investment in the Units ; or III. That the past performance or experience of the Company, or associates, agents, affiliates, or employees of the Company or any other person, will in any way indicate or predict economic results in connection with the purchase of Units ; IV. The amount of dividends or distributions that the Company will make;(k) I have not distributed the Memorandum to anyone, no other person has used theMemorandum, and I have made no copies of the Memorandum; and(l) I hereby agree to indemnify and hold harmless the Company, its officers, directors, andrepresentatives from and against any and all liability, damage, cost or expense, includingreasonable attorneys fees, incurred on account of or arising out of: I. Any inaccuracy in the declarations, representations, and warranties set forth above; ______________ Purchaser’s Initials II. The disposition of any of the Units by me which is contrary to the foregoing declarations, representations, and warranties; andConfidential Page 26 4/13/2013
  • 27. III. Any action, suit or proceeding based upon (1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company; or (2) the disposition of any of the units.(m) By entering into this Subscription Agreement, I acknowledge that the Company is relyingon the truth and accuracy of my representations.The foregoing representation and warranties are true and accurate as of the date hereof, shallbe true and accurate as of the date of the delivery of the funds to the Company and shall survivesuch delivery. If, in any respect, such representations and warranties are not true and accurateprior to delivery of the funds, I will give written notice of the fact to the Company, specifyingwhich representations and warranties are not true and accurate and the reasons therefore.  Transferability. I understand that I may sell or otherwise transfer my Units only if registered under the Securities Act or I provide the Company with an opinion of counsel acceptable to the Company to the effect that such sale or other transfer may be made in absence of registration under the Securities Act. I have no right to cause the Company to register the Units. Any certificates or other documents representing my Units will contain a restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Units.4. Indemnification. I understand the meaning and legal consequences of therepresentations and warranties contained in Paragraph 2 hereof, and I will indemnify and holdharmless the Company, its officers, directors, and representatives involved in the offer or sale ofthe Units to me, as well as each of the managers and representatives, employees and agentsand other controlling persons of each of them, from and against any and all loss, damage orliability due to or arising out of a breach of any representation or warranty of mine contained inthis Subscription Agreement.5. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or anyagreement made by me hereunder and this Subscription Agreement shall survive my death ordisability. ______________ Purchaser’s InitialsConfidential Page 27 4/13/2013
  • 28. 6. Termination of Agreement. If this subscription is rejected by the Company, then thisSubscription Agreement shall be null and void and of no further force and effect, no party shallhave any rights against any other party hereunder, and the Company shall promptly return tome the funds delivered with this Subscription Agreement.7. Miscellaneous. (a) This Subscription Agreement shall be governed by and construed in accordance with the substantive law of the State of Florida. (b) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in writing and executed by all parties.8. Ownership Information. Please print here the total number of Units to be purchased,and the exact name(s) in which the Units will be registered.Total Units: ________________________________ Amount $ _________________________Name(s):__________________________________________________________________ Single Person_____ Husband and Wife, as community property_____ Joint Tenants (with right of survivorship)_____ Tenants in Common_____ A Married Person as separate property_____ Corporation or other organization_____ A Partnership_____ Trust_____ IRA_____ Tax-Qualified Retirement Plan (i) Trustee(s)/ Custodian_________________________________________ (ii) Trust Date_________________________________________________ (iii) Name of Trust_____________________________________________ (iv) For the Benefit of________________________________________________ Other:________________________________________________________ (Please explain)Confidential Page 28 4/13/2013
  • 29. ______________ Purchaser’s InitialsSocial Security or Tax I.D. #:____________________________________________Residence Address:_____________________________________________________________________ Street Address_____________________________________________________________________ City State ZipMailing Address: (Complete only if different from residence)_____________________________________________________________________Street Address (If P.O. Box, include address for surface delivery if different thanresidence)_____________________________________________________________________ City State ZipPhone NumbersHome: (_______) ___________________Business: (_______) ___________________Facsimile: (_______) ___________________9. Date and Signatures Dated ______________________________, 2012.Signatures Purchaser Name (Print)Confidential Page 29 4/13/2013
  • 30. ________________________________ _________________________________________________________________ _________________________________(Each co-owner or joint owner must sign.)(Names must be signed exactly as listed under “Purchaser Name”)ACCEPTED:Davies Capital Management, LLCBy: ________________________________ Dated: ______________________, 2012 Scott Davies Managing MemberConfidential Page 30 4/13/2013
  • 31. Exhibit “B” Operating AgreementConfidential Page 31 4/13/2013
  • 32. LIMITED LIABILITY COMPANY OPERATING AGREEMENT Davies Capital Management, LLC A Member-Managed Limited Liability Company OPERATING AGREEMENTTHIS OPERATING AGREEMENT is made and entered into effective, April 23rd2009 by and among: Scott Davies (collectively referred to in this agreement as the"Members"). SECTION 1 THE LIMITED LIABILITY COMPANY1.1 Formation. Effective, April 23rd, 2009, the Members form a limited liabilitycompany under the name Davies Capital Management, L.L.C. (the "Company") on theterms and conditions in this Operating Agreement (the "Agreement") and pursuant to theLimited Liability Company Act of the State of Florida (the "Act"). The Members agreeto file with the appropriate agency within the State of Florida charged with processingand maintaining such records all documentation required for the formation of theCompany. The rights and obligations of the parties are as provided in the Act, except asotherwise expressly provided in this Agreement.1.2 Name. The business of the Company will be conducted under the name DaviesCapital Management, L.L.C., or such other name upon which the Members mayunanimously may agree.1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity forwhich a Limited Liability Company may be formed within the State of Florida.Confidential Page 32 4/13/2013
  • 33. 1.4 Office. The Company will maintain its principal business office within the State ofLouisiana at the following address: 9771 Jefferson Highway #76 Baton Rouge, Louisiana70809.1.5 Registered Agent. United States Corporation Agents, Inc. is the Companys initialregistered agent in the State of Florida, and the registered office is 13302 Winding OaksBlvd. Suite A-100 Tampa, Florida 33612.1.6 Term. The term of the Company commences on April 23rd 2009 and shallcontinue perpetually unless sooner terminated as provided in this Agreement.1.7 Names and Addresses of Members. The Members names and addresses are attachedas Schedule 1 to this Agreement.1.8 Admission of Additional Members. Except, as otherwise expressly provided in thisAgreement, no additional members may be admitted to the Company through issuance bythe company of a new interest in the Company without the prior unanimous writtenconsent of the Members. SECTION 2 CAPITAL CONTRIBUTIONS2.1 Initial Contributions. The Members initially shall contribute to the Company capitalas described in Schedule 2 attached to this Agreement.2.2 Additional Contributions. No Member shall be obligated to make any additionalcontribution to the Companys capital without the prior unanimous written consent of theMembers. 2.3 No Interest on Capital Contributions. Members are not entitled to interest or othercompensation for or on account of their capital contributions to the Company except tothe extent, if any, expressly provided in this Agreement.Confidential Page 33 4/13/2013
  • 34. SECTION 3 ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS3.1 Profits/Losses. For financial accounting and tax purposes, the Companys net profitsor net losses shall be determined on an annual basis and shall be allocated to theMembers in proportion to each Members relative capital interest in the Company as setforth in Schedule 2 as amended from time to time in accordance with U.S. Department ofthe Treasury Regulation 1.704-1.3.2 Distributions. The Members shall determine and distribute available funds annuallyor at more frequent intervals as they see fit. Available funds, as referred to herein, shallmean the net cash of the Company available after appropriate provision for expenses andliabilities, as determined by the Managers. Distributions in liquidation of the Companyor in liquidation of a Members interest shall be made in accordance with the positivecapital account balances pursuant to U.S. Department of the Treasury Regulation1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital accountbalance, there shall be a qualified income offset, as set forth in U.S. Department of theTreasury Regulation 1.704.1(b)(2)(ii)(d).3.3 No Right to Demand Return of Capital. No Member has any right to any return ofcapital or other distribution except as expressly provided in this Agreement. No Memberhas any drawing account in the Company. SECTION 4 INDEMNIFICATIONThe Company shall indemnify any person who was or is a party defendant or isthreatened to be made a party defendant, pending or completed action, suit or proceeding,whether civil, criminal, administrative, or investigative (other than an action by or in theright of the Company) by reason of the fact that he is or was a Member of the Company,Manager, employee or agent of the Company, or is or was serving at the request of theCompany, against expenses (including attorneys fees), judgments, fines, and amountspaid in settlement actually and reasonably incurred in connection with such action, suit orproceeding if the Members determine that he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interest of the Company, and withrespect to any criminal action proceeding, has no reasonable cause to believe his/herconduct was unlawful. The termination of any action, suit, or proceeding by judgment,order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shallConfidential Page 34 4/13/2013
  • 35. not in itself create a presumption that the person did or did not act in good faith and in amanner which he reasonably believed to be in the best interest of the Company, and, withrespect to any criminal action or proceeding, had reasonable cause to believe that his/herconduct was lawful. SECTION 5 POWERS AND DUTIES OF MANAGERS5.1 Management of Company.5.1.1 The Members, within the authority granted by the Act and the terms of thisAgreement shall have the complete power and authority to manage and operate theCompany and make all decisions affecting its business and affairs.5.1.2 Except as otherwise provided in this Agreement, all decisions and documentsrelating to the management and operation of the Company shall be made and executed bya Majority in Interest of the Members.5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively uponthe power and authority of a Majority in Interest of the Members to manage and operatethe business and affairs of the Company.5.2 Decisions by Members. Whenever in this Agreement reference is made to thedecision, consent, approval, judgment, or action of the Members, unless otherwiseexpressly provided in this Agreement, such decision, consent, approval, judgment, oraction shall mean a Majority of the Members.5.3 Withdrawal by a Member. A Member has no power to withdraw from the Company,except as otherwise provided in Section 8. SECTION 6Confidential Page 35 4/13/2013
  • 36. SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES6.1 Organization Expenses. All expenses incurred in connection with organization ofthe Company will be paid by the Company.6.2 Salary. No salary will be paid to a Member for the performance of his or her dutiesunder this Agreement unless the salary has been approved in writing by a Majority of theMembers.6.3 Legal and Accounting Services. The Company may obtain legal and accountingservices to the extent reasonably necessary for the conduct of the Companys business. SECTION 7 BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS, FISCAL YEAR, BANKING7.1 Method of Accounting. The Company will use the method of accounting previouslydetermined by the Members for financial reporting and tax purposes.7.2 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company isthe calendar year.7.3 Capital Accounts. The Company will maintain a Capital Account for each Memberon a cumulative basis in accordance with federal income tax accounting principles.7.4 Banking. All funds of the Company will be deposited in a separate bank account orin an account or accounts of a savings and loan association in the name of the Company as determined by a Majority of the Members. Company funds will be invested ordeposited with an institution, the accounts or deposits of which are insured or guaranteed by an agency of the United States government.SECTION 8 TRANSFER OF MEMBERSHIP INTERESTConfidential Page 36 4/13/2013
  • 37. 8.1 Sale or Encumbrance Prohibited. Except as otherwise permitted in this Agreement,no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge,assign, or otherwise dispose of (collectively, "Transfer") an interest in the Companywithout the prior written consent of a majority of the other non-transferring Membersdetermined on a per capita basis.8.2 Right of First Refusal. Notwithstanding Section 8.1, a Member may transfer all orany part of the Members interest in the Company (the "Interest") as follows:8.2.1 The Member desiring to transfer his or her Interest first must provide written notice(the "Notice") to the other Members, specifying the price and terms on which theMember is prepared to sell the Interest (the "Offer").8.2.2 For a period of 30 days after receipt of the Notice, the Members may acquire all,but not less than all, of the Interest at the price and under the terms specified in the Offer.If the other Members desiring to acquire the Interest cannot agree among themselves onthe allocation of the Interest among them, the allocation will be proportional to theOwnership Interests of those Members desiring to acquire the Interest.8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided,however, that the closing will not be less than 45 days after expiration of the 30-daynotice period.8.2.4 If the other Members fail or refuse to notify the transferring Member of their desireto acquire all of the Interest proposed to be transferred within the 30-day period followingreceipt of the Notice, then the Members will be deemed to have waived their right toacquire the Interest on the terms described in the Offer, and the transferring Member maysell and convey the Interest consistent with the Offer to any other person or entity;provided, however, that notwithstanding anything in Section 8.2 to the contrary, shouldthe sale to a third person be at a price or on terms that are more favorable to the purchaserthan stated in the Offer, then the transferring Member must reoffer the sale of the Interestto the remaining Members at that other price or other terms; provided, further, that if thesale to a third person is not closed within six months after the expiration of the 30-dayperiod describe above, then the provisions of Section 8.2 will again apply to the Interestproposed to be sold or conveyed.Confidential Page 37 4/13/2013
  • 38. 8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the soleremaining Member be entitled to and elect to acquire all the Interests of the otherMembers of the Company in accordance with the provisions of Section 8.2, the acquiringMember may assign the right to acquire the Interests to a spouse, lineal descendent, or anaffiliated entity if the assignment is reasonably believed to be necessary to continue theexistence of the Company as a limited liability company.8.3 Substituted Parties. Any transfer in which the Transferee becomes a fully substitutedMember is not permitted unless and until:(1) The transferor and assignee execute and deliver to the Company the documents andinstruments of conveyance necessary or appropriate in the opinion of counsel to theCompany to effect the transfer and to confirm the agreement of the permitted assignee tobe bound by the provisions of this Agreement; and(2) The transferor furnishes to the Company an opinion of counsel, satisfactory to theCompany, that the transfer will not cause the Company to terminate for federal incometax purposes or that any termination is not adverse to the Company or the other Members.8.4 Death, Incompetency, or Bankruptcy of Member. On the death, adjudicatedincompetence, or bankruptcy of a Member, unless the Company exercises its rights underSection 8.5, the successor in interest to the Member (whether an estate, bankruptcytrustee, or otherwise) will receive only the economic right to receive distributionswhenever made by the Company and the Members allocatable share of taxable income,gain, loss, deduction, and credit (the "Economic Rights") unless and until a majority ofthe other Members determined on a per capita basis admit the transferee as a fullysubstituted Member in accordance with the provisions of Section 8.3.8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any rightto participate in management of the Company, including any right to vote, consent to, andwill not include any right to information on the Company or its operations or financialcondition. Following any transfer of only the Economic Rights of a Members Interest inthe Company, the transferring Members power and right to vote or consent to any mattersubmitted to the Members will be eliminated, and the Ownership Interests of theremaining Members, for purposes only of such votes, consents, and participation inmanagement, will be proportionately increased until such time, if any, as the transferee ofthe Economic Rights becomes a fully substituted Member.Confidential Page 38 4/13/2013
  • 39. 8.5 Death Buy Out. Notwithstanding the foregoing provision of Section 8, the Memberscovenant and agree that on the death of any Member, the Company, at its option, byproviding written notice to the estate of the deceased Member within 180 days of thedeath of the Member, may purchase, acquire, and redeem the Interest of the deceasedMember in the Company pursuant to the provision of Section 8.5.8.5.1 The value of each Members Interest in the Company will be determined on thedate this Agreement is signed, and the value will be endorsed on Schedule 3 attached andmade a part of this Agreement. The value of each Members Interest will be re-determined unanimously by the Members annually, unless the Members unanimouslydecide to re-determine those values more frequently. The Members will use their bestefforts to endorse those values on Schedule 3. The purchase price for a decedentMembers interest conclusively is the value last determined before the death of suchMember; provided, however, that if the latest valuation is more than two years before thedeath of the deceased Member, the provisions of Section 8.5.2 will apply in determiningthe value of the Members Interest in the Company.8.5.2 If the Members have failed to value the deceased Members Interest within theprior two-year period, the value of each Members Interest in the Company on the date ofdeath, in the first instance, will be determined by mutual agreement of the survivingMembers and the personal representative of the estate of the deceased Member. If theparties cannot reach an agreement on the value within 30 days after the appointment ofthe personal representative of the deceased Member, then the surviving Members and thepersonal representative each must select a qualified appraiser within the next succeeding30 days. The appraisers so selected must attempt to determine the value of the CompanyInterest owned by the decedent at the time of death based solely on their appraisal of thetotal value of the Companys assets and the amount the decedent would have received hadthe assets of the Company been sold at that time for an amount equal to their fair marketvalue and the proceeds (after payment of all Company obligations) were distributed in themanner contemplated in Section 8. The appraisal may not consider and discount for thesale of a minority Interest in the Company. In the event the appraisers cannot agree on thevalue within 30 days after being selected, the two appraisers must, within 30 days, selecta third appraiser. The value of the Interest of the decedent in the Company and thepurchase price of it will be the average of the two appraisals nearest in amount to oneanother. That amount will be final and binding on all parties and their respectivesuccessors, assigns, and representatives. The costs and expenses of the third appraiser andany costs and expenses of the appraiser retained but not paid for by the estate of thedeceased Member will be offset against the purchase price paid for the deceasedMembers Interest in the Company. 8.5.3 Closing of the sale of the deceased Members Interest in the Company will be heldat the office of the Company on a date designated by the Company, not be later than 90days after agreement with the personal representative of the deceased Members estate onthe fair market value of the deceased Members Interest in the Company; provided,Confidential Page 39 4/13/2013
  • 40. however, that if the purchase price are determined by appraisals as set forth in Section8.5.2, the closing will be 30 days after the final appraisal and purchase price aredetermined. If no personal representative has been appointed within 60 days after thedeceased Members death, the surviving Members have the right to apply for and have apersonal representative appointed.8.5.4 At closing, the Company will pay the purchase price for the deceased MembersInterest in the Company. If the purchase price is less than $1,000.00, the purchase pricewill be paid in cash; if the purchase price is $1,000.00 or more, the purchase price will bepaid as follows:(1) $1,000.00 in cash, bank cashiers check, or certified funds;(2) The balance of the purchase price by the Company executing and delivering itspromissory note for the balance, with interest at the prime interest rate stated by primarybanking institution utilized by the Company, its successors and assigns, at the time of thedeceased Members death. Interest will be payable monthly, with the principal sum beingdue and payable in three equal annual installments. The promissory note will beunsecured and will contain provisions that the principal sum may be paid in whole or inpart at any time, without penalty.8.5.5 At the closing, the deceased Members estate or personal representative mustassign to the Company all of the deceased Members Interest in the Company free andclear of all liens, claims, and encumbrances, and, at the request of the Company, theestate or personal representative must execute all other instruments as may reasonably benecessary to vest in the Company all of the deceased Members right, title, and interest inthe Company and its assets. If either the Company or the deceased Members estate orpersonal representative fails or refuses to execute any instrument required by thisAgreement, the other party is hereby granted the irrevocable power of attorney which, itis agreed, is coupled with an interest, to execute and deliver on behalf of the failing orrefusing party all instruments required to be executed and delivered by the failing orrefusing party.8.5.6 On completion of the purchase of the deceased Members Interest in the Company,the Ownership Interests of the remaining Members will increase proportionately to theirthen-existing Ownership Interests. SECTION 9Confidential Page 40 4/13/2013
  • 41. DISSOLUTION AND WINDING UP OF THE COMPANY9.1 Dissolution. The Company will be dissolved on the happening of any of thefollowing events:9.1.1 Sale, transfer, or other disposition of all or substantially all of the property of theCompany;9.1.2 The agreement of all of the Members;9.1.3 By operation of law; or9.1.4 The death, incompetence, expulsion, or bankruptcy of a Member, or theoccurrence of any event that terminates the continued membership of a Member in theCompany, unless there are then remaining at least the minimum number of Membersrequired by law and all of the remaining Members, within 120 days after the date of theevent, elect to continue the business of the Company.9.2 Winding Up. On the dissolution of the Company (if the Company is not continued),the Members must take full account of the Companys assets and liabilities, and the assetswill be liquidated as promptly as is consistent with obtaining their fair value, and theproceeds, to the extent sufficient to pay the Companys obligations with respect to theliquidation, will be applied and distributed, after any gain or loss realized in connectionwith the liquidation has been allocated in accordance with Section 3 of this Agreement,and the Members Capital Accounts have been adjusted to reflect the allocation and allother transactions through the date of the distribution, in the following order:9.2.1 To payment and discharge of the expenses of liquidation and of all the Companysdebts and liabilities to persons or organizations other than Members;9.2.2 To the payment and discharge of any Company debts and liabilities owed toMembers; andConfidential Page 41 4/13/2013
  • 42. 9.2.3 To Members in the amount of their respective adjusted Capital Account balanceson the date of distribution; provided, however, that any then-outstanding DefaultAdvances (with interest and costs of collection) first must be repaid from distributionsotherwise allocatable to the Defaulting Member pursuant to Section 9.2.3. SECTION 10 GENERAL PROVISIONS10.1 Amendments. Amendments to this Agreement may be proposed by any Member. Aproposed amendment will be adopted and become effective as an amendment only on thewritten approval of all of the Members.10.2 Governing Law. This Agreement and the rights and obligations of the parties underit are governed by and interpreted in accordance with the laws of the State of Florida(without regard to principles of conflicts of law).10.3 Entire Agreement; Modification. This Agreement constitutes the entireunderstanding and agreement between the Members with respect to the subject matter ofthis Agreement. No agreements, understandings, restrictions, representations, orwarranties exist between or among the members other than those in this Agreement orreferred to or provided for in this Agreement. No modification or amendment of anyprovision of this Agreement will be binding on any Member unless in writing and signedby all the Members.10.4 Attorney Fees. In the event of any suit or action to enforce or interpret anyprovision of this Agreement (or that is based on this Agreement), the prevailing party isentitled to recover, in addition to other costs, reasonable attorney fees in connection withthe suit, action, or arbitration, and in any appeals. The determination of who is theprevailing party and the amount of reasonable attorney fees to be paid to the prevailingparty will be decided by the court or courts, including any appellate courts, in which thematter is tried, heard, or decided.10.5 Further Effect. The parties agree to execute other documents reasonably necessaryto further effect and evidence the terms of this Agreement, as long as the terms andprovisions of the other documents are fully consistent with the terms of this Agreement. 10.6 Severability. If any term or provision of this Agreement is held to be void orunenforceable, that term or provision will be severed from this Agreement, the balance ofthe Agreement will survive, and the balance of this Agreement will be reasonablyConfidential Page 42 4/13/2013
  • 43. construed to carry out the intent of the parties as evidenced by the terms of thisAgreement.10.7 Captions. The captions used in this Agreement are for the convenience of theparties only and will not be interpreted to enlarge, contract, or alter the terms andprovisions of this Agreement.10.8 Notices. All notices required to be given by this Agreement will be in writing andwill be effective when actually delivered or, if mailed, when deposited as certified mail,postage prepaid, directed to the addresses first shown above for each Member or to suchother address as a Member may specify by notice given in conformance with theseprovisions to the other Members.IN WITNESS WHEREOF, the parties to this Agreement execute this OperatingAgreement as of the date and year first above written.MEMBERS: Scott Davies Scott DaviesPrinted/Typed Name Signature____________________________ ________________________________Printed/Typed Name Signature____________________________ ________________________________Printed/Typed Name Signature____________________________ ________________________________Printed/Typed Name SignatureConfidential Page 43 4/13/2013
  • 44. ____________________________ ________________________________Printed/Typed Name Signature____________________________ ________________________________Printed/Typed Name Signature Listing of Members - Schedule 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR: Davies Capital Management, L.L.C. LISTING OF MEMBERSAs of the 23rd day of April, 2009, the following is a list of Members of the Company:NAME: ADDRESS:Scott Davies 9771 Jefferson Highway #76 Baton Rouge, Louisiana 70809__________________________ _________________________________ _________________________________ ___________________________________________________________ _________________________________ _________________________________ _________________________________Confidential Page 44 4/13/2013
  • 45. __________________________ __________________________________ __________________________________ __________________________________Authorized by Member(s) to provide Member Listing as of this 23rd day of April, 2009. Scott Davies Scott DaviesPrinted/Typed Name Signature___________________________ ________________________________Printed/Typed Name Signature___________________________ ________________________________Printed/Typed Name Signature___________________________ ________________________________Printed/Typed Name Signature___________________________ ________________________________Printed/Typed Name SignatureConfidential Page 45 4/13/2013
  • 46. ___________________________ ________________________________Printed/Typed Name Signature Listing of Capital Contributions - Schedule 2 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR: Davies Capital Management, L.L.C. CAPITAL CONTRIBUTIONSPursuant to ARTICLE 2, the Members initial contribution to the Company capital isstated to be $50,000.00. The description and each individual portion of this initialcontribution is as follows:NAME: CONTRIBUTION: % OWNERSHIP:Scott Davies $50,000.00 100%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%Confidential Page 46 4/13/2013
  • 47. ___________________________ $______________ ____________%___________________________ $______________ ____________%___________________________ $______________ ____________%SIGNED AND AGREED this 23rd day of April, 2009.Scott Davies Scott DaviesPrinted/Typed Name Signature___________________________ __________________________Printed/Typed Name Signature___________________________ __________________________Printed/Typed Name Signature___________________________ __________________________Printed/Typed Name Signature___________________________ __________________________Printed/Typed Name Signature___________________________ __________________________Printed/Typed Name SignatureConfidential Page 47 4/13/2013
  • 48. Listing of Valuation of Members Interest - Schedule 3 LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR: Davies Capital Management, L.L.C. VALUATION OF MEMBERS INTERESTPursuant to ARTICLE 8, the value of each Members interest in the Company is endorsedas follows:NAME: VALUATION ENDORSEMENTScott Davies $0.01 _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ _______________________________________________ $______________ ____________________Confidential Page 48 4/13/2013
  • 49. SIGNED AND AGREED this 23rd day of April, 2009. Scott Davies Scott DaviesPrinted/Typed Name Signature___________________________ _____________________________Printed/Typed Name Signature___________________________ ____________________________Printed/Typed Name Signature__________________________ _____________________________Printed/Typed Name Signature___________________________ _____________________________Printed/Typed Name Signature__________________________ _____________________________Printed/Typed Name SignatureConfidential Page 49 4/13/2013