international metals trading, llc 506c offering memorandum

CONFIDENTIAL PRIVATE OFFERING MEMORANDUM

$14,000,000

Maximum Convertible Preferred Membership

Units Offered: 3,500,000

Minimum Convertible Preferred Membership Units Offered:

500,000

Price Per Unit: $4.00

Minimum Investment: $200,000.00 (50,000 Units)(1)

International Metals Trading, LLC (the “Company” or “International Metals Trading”), a Delaware Limited Liability Company, is offering a minimum of 500,000 and a maximum of 3,500,000 Convertible Preferred Membership Units (“Preferred Units”) for $4.00 per unit. Preferred Units sold shall be granted 25% warrant coverage at a strike price of 150% of the current offering price (current price of the Preferred Units of $4.00 gives a Warrant strike of $6.00). The offering price per unit has been arbitrarily determined by the Company - See Risk Factors: Offering Price.

ACCREDITED INVESTORS ONLY THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE UNITS.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF DELAWARE, OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506 PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.

Sale Price Selling Commissions (2) Proceeds to Company (3) Per Unit $4.00 $0.36 $3.64 Minimum $2,000,000 $180,000 $1,820,000 Maximum $14,000,000 $1,260,000 $12,740,000

Offering Number:

______________

Name of Recipient:

______________

Confidential Private Placement Memorandum • Regulation D Rule 506(c)

Convertible Preferred Membership Units

The Date of this Memorandum is October 15st, 2015 (1) The Company reserves the right to waive the 50,000 Unit minimum subscription for any investor. The

Offering is not underwritten. The Units are offered on a “best efforts” basis by the Company through its officers and directors. The Company has set a minimum offering amount of 500,000 Units with minimum gross proceeds of $2,000,000 for this Offering. All proceeds from the sale of Units up to $2,000,000 will be deposited in an escrow account. Upon the sale of $2,000,000 of Units, all proceeds will be delivered directly to the Company’s corporate account and be available for use by the Company at its discretion.

(2) Units may also be sold by FINRA member brokers or dealers who enter into a Participating Dealer Agreement with the Company, who will receive commissions of up to 9.00% of the price of the Units sold. The Company reserves the right to pay expenses related to this Offering from the proceeds of the Offering. See “PLAN OF PLACEMENT and USE OF PROCEEDS” section.

(3) 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) December 31, 2015, or such date as may be extended from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)



IMPORTANT NOTICES

You are urged to read this memorandum carefully. This memorandum is not all-inclusive and does not contain all the information that you may desire in investigating International Metals Trading, LLC. You must conduct and rely on your own evaluation of Company and the terms of this offering, including the merits and risks involved in making a decision to buy Company’s Preferred Units. Company will make available to you, prior to the sale of Preferred Units described in this memorandum, the opportunity to ask questions of, and receive answers from, Company’s management concerning the terms and conditions of this offering and to obtain any additional information (including information made available to other investors), to the extent Company possess it or can acquire it without unreasonable effort or expense, which may be necessary to verify the accuracy of the information in this memorandum. Company may require you to sign a confidentiality agreement if you wish to receive additional information that Company deem to be proprietary. You may mail questions, inquiries, and requests for information to 81 Prospect St, 8th Floor, Brooklyn, NY 11201 or call 866-804-2418; Executive Director – Ian Parker. You, and your representatives, if any, will be asked to acknowledge in the Subscription Agreement that you were given the opportunity to obtain additional information and that you did so or elected to waive the opportunity.

No representations or warranties of any kind are intended nor should any be inferred with respect to the economic viability of this investment or with respect to any benefits, which may accrue to an investment in Company’s Preferred Units; Company and its directors, officers and employees, do not in any way represent, guarantee or warrant an economic gain or profit with regard to our business or that favorable income tax consequences will flow there from. Company does not in any way represent or warrant the advisability of buying Company’s Preferred Units. Any projections or other forward-looking statements or opinions contained in this memorandum constitute estimates by Company based upon historical track record of its management, but historical performance is not a guarantee of future returns.

You should not consider the contents of this memorandum as legal, business or tax advice. Prior to making a decision to buy Company’s Preferred Units, you should carefully review and consider this memorandum and should consult your own attorneys, business advisors and tax advisors as to legal, business and tax related matters concerning this offering.

RESTRICTIONS ON USE OF MEMORANDUM

This memorandum is for review by the recipient only. The recipient, by accepting delivery of this memorandum, agrees to return this memorandum, all enclosed or attached documents and all other documents, if any, provided in connection with the offering to International Metals Trading, LLC if the recipient does not undertake to purchase any of the securities offered hereby. This memorandum is furnished for the sole use of the recipient, and for the sole purpose of providing information regarding the offer and sale of Company’s Preferred Units. Company has not authorized any other use of this information. Any distribution of this memorandum to a person other than representatives of the person or entity named on the cover page is unauthorized, and any reproduction of this memorandum or the divulgence of any of its contents, without prior written consent is prohibited. The delivery of this memorandum or other information does not imply that the memorandum or other information is correct as of any time subsequent to the date appearing on the cover of this memorandum.

EXCLUSIVE NATURE OF CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

The delivery of this memorandum does not constitute an offer in any jurisdiction to any person to whom such offer would be unlawful in such jurisdiction. You should rely only on the information contained in this memorandum. The information contained in this memorandum supersedes any other information provided to potential investors. Company has not authorized any person to provide any information or to make any representations except to the extent contained in this memorandum. If any such representations are given or made, such information and representations must not be relied upon as having been authorized by International Metals Trading, LLC. This memorandum is not an offer to sell, nor is it seeking an offer to buy, Preferred Units



of Company in any state where the offer or sale is not permitted. The information in this memorandum is accurate as of the date on the front cover, but the information may have changed since that date.

RESTRICTED SECURITIES

Company has not registered this Series A Convertible Preferred Membership with the Securities and Exchange Commission. Company is offering the Series A Convertible Preferred Membership under exemptions from the registration requirements of the Act and applicable state laws. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of the Series A Convertible Preferred Membership or determined if this memorandum is truthful or complete. It is illegal for any person to tell you otherwise.

No public market currently exists for any of Company’s securities. The Series A Convertible Preferred Membership sold in connection with this memorandum will be “restricted securities” for purposes of federal and state securities laws, and each investor who purchases this Series A Convertible Preferred Membership must do so for the investor’s own account and investment.

FORWARD-LOOKING STATEMENTS

Certain statements in this memorandum constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address expectations or projections about the future, including statements about product development, market position, expected expenditures and financial results, are forward-looking statements.

Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Accordingly, actual results or performance of International Metals Trading, LLC may differ significantly, positively or negatively, from forward-looking statements made herein. Unanticipated events and circumstances are likely to occur. Factors that might cause such differences include, but are not limited to, those discussed under the heading “Risk Factors,” which investors should carefully consider. These factors include, but are not limited to, risks that Company’s products and services may not receive the level of market acceptance anticipated; anticipated funding may prove to be unavailable; intense competition in Company’s market may result in lower than anticipated revenues or higher than anticipated costs, and general economic conditions, such as the rate of employment, inflation, interest rates and the condition of the capital markets may change in a way that is not favorable to us. This list of factors is not exclusive. Company undertakes no obligation to update any forward-looking statements.

REGULATORY AND TAX CONSIDERATIONS

Additional Regulatory Considerations: Securities Act of 1933, Membership Units offered or sold within the United States will not be registered under the Securities Act in reliance upon the exemption from registration thereunder provided by Regulation D. Each Investor will be required to represent that it is an “accredited investor” as defined in Regulation D and that it is acquiring its Interest for investment and not for resale or distribution. Preferred Units may be resold only if they are registered under the Securities Act or an exemption from registration is available. In addition, Interest may not be assigned or transferred without the consent of the Company.

Investment Company Act of 1940: The number of beneficial owners of Preferred Units is limited to 99 or fewer in order for the Company to qualify for the exemption from registration under Section 3(c)(1) of the Investment Company Act of 1940, as amended. With respect to determination of the number of such beneficial



owners, the Company obtains appropriate representations and undertakings from each Investor, in order to assure that Company meets the conditions of the exemption on an ongoing basis.

State and Local Taxes: Prospective Investors should consult their own tax advisors concerning the state and local tax consequences of investing in Company.

ADDITIONAL INFORMATION AVAILABLE UPON REQUEST

The Financial Projection within this memorandum and the corresponding Subscription Agreement supplement this memorandum. Company will make certain information available to investors upon request including Company’s Articles of Operation, Company’s Operating Agreement and other corporate records.



I. JURISDICTIONAL (NASAA) LEGENDS

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE

REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT

BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF

YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY

MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY.

THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED

UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS) THESE

SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE

SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH

SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE

COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE OF A LEGEND

FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE

STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN

ANY PARTICULAR STATE.

1. NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2. NOTICE TO ALASKA RESIDENTS ONLY: THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF ALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC 08.504. THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT OF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION OF 45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES. 3. NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PURSUANT TO A.R.S. SECTION 44-1844 (1) AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE ALSO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 4. NOTICE TO ARKANSAS RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN RELIANCE UPON CLAIMS OF EXEMPTION UNDER THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY



RECOMMENDATIONS AS TO THEIR PURCHASE, APPROVED OR DISAPPROVED THIS OFFERING OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 5. FOR DELAWARE RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONER OF CORPORATIONS OF THE STATE OF DELAWARE AND THE ISSUANCE OF SUCH SECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR 25104 OF THE DELAWARE CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 6. FOR COLORADO RESIDENTS ONLY: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991 BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1991, IF SUCH REGISTRATION IS REQUIRED. 7. NOTICE TO CONNECTICUT RESIDENTS ONLY: SHARES ACQUIRED BY CONNECTICUT RESIDENTS ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 36-409(b)(9)(A) OF THE CONNECTICUT, UNIFORM SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF CONNECTICUT. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES. 8. NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE DELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT. 9. NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE DISTRICT OF COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 10. NOTICE TO FLORIDA RESIDENTS ONLY: THE SHARES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES AND INVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SHARES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION 517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA] MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THE AVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11) IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLED TO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11) (A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTER THE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THE COMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ON BEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH



DEALER) OR AN ESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THE COMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVE SUMMARY. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED, POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IF A PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THIS REQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST HAS BEEN RECEIVED. 11. NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE GEORGIA SECURITIES ACT PURSUANT TO REGULATION 590-4-5-04 AND -01. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT. 12. NOTICE TO HAWAII RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THE SECURITIES DESCRIBED HEREIN BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 13. NOTICE TO IDAHO RESIDENTS ONLY: THESE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCE UPON EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 30-14-203 OR 302(c) THEREOF AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SAID ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SAID ACT. 14. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NOR HAS THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 15. NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-2-1-2 OF THE INDIANA SECURITIES LAW AND HAVE NOT BEEN REGISTERED UNDER SECTION 23-2-1-3. THEY CANNOT THEREFORE BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID LAW OR UNLESS AN EXEMPTION FORM REGISTRATION IS AVAILABLE. A CLAIM OF EXEMPTION UNDER SAID LAW HAS BEEN FILED, AND IF SUCH EXEMPTION IS NOT DISALLOWED SALES OF THESE SECURITIES MAY BE MADE. HOWEVER, UNTIL SUCH EXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT HERETO IS PRELIMINARY AND SUBJECT TO MATERIAL CHANGE. 16. NOTICE TO IOWA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED; THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

17. NOTICE TO KANSAS RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 81-5-6 OF THE KANSAS SECURITIES ACT AND MAY NOT BE RE-



OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 18. NOTICE TO KENTUCKY RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 808 OF THE KENTUCKY SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 19. NOTICE TO LOUISIANA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 20. NOTICE TO MAINE RESIDENTS ONLY: THE ISSUER IS REQUIRED TO MAKE A REASONABLE FINDING THAT THE SECURITIES OFFERED ARE A SUITABLE INVESTMENT FOR THE PURCHASER AND THAT THE PURCHASER IS FINANCIALLY ABLE TO BEAR THE RISK OF LOSING THE ENTIRE AMOUNT INVESTED. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION UNDER §16202(15) OF THE MAINE UNIFORM SECURITIES ACT AND ARE NOT REGISTERED WITH THE SECURITIES ADMINISTRATOR OF THE STATE OF MAINE. THE SECURITIES OFFERED FOR SALE MAY BE RESTRICTED SECURITIES AND THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS:

(1) THE SECURITIES ARE REGISTERED UNDER STATE AND FEDERAL SECURITIES LAWS, OR

(2) AN EXEMPTION IS AVAILABLE UNDER THOSE LAWS. 21. NOTICE TO MARYLAND RESIDENTS ONLY: IF YOU ARE A MARYLAND RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING SOLD AS A TRANSACTION EXEMPT UNDER SECTION 11-602(9) OF THE MARYLAND SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MARYLAND. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES. 22. NOTICE TO MASSACHUSETTS RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 23. NOTICE TO MICHIGAN RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 451.701 OF THE MICHIGAN UNIFORM SECURITIES ACT (THE ACT) AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF MICHIGAN ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT, OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR'S NET WORTH. 24. NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM.



25. NOTICE TO MISSISSIPPI RESIDENTS ONLY: THE SHARES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, OR APPROVED OR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACH PURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THE SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR IN A TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT. 26. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDER SECTION 4.G OF THE MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS A SECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT. 27. NOTICE TO MONTANA RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A MONTANA RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES. 28. NOTICE TO NEBRASKA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKA SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 29. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFER TO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 49:3-60(b) OF THE NEVADA SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEY GENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALE THEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 OR FEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAIN CONDITIONS APPLY, I.E., COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS. THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR IS ALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH THE COMPANY. (SEE NRS 90.530.11.) 30. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THIS CHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT



WITH THE PROVISIONS OF THIS PARAGRAPH. 31. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEY RESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THIS MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 32. NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICO DEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 33. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE COMPANY HAS TAKEN NO STEPS TO CREATE AN AFTER MARKET FOR THE SHARES OFFERED HEREIN AND HAS MADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE A MARKET IN THE SHARES. AT SOME TIME IN THE FUTURE, THE COMPANY MAY ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKET IN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM, HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NO ASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THE SECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKET THEREFORE. 34. NOTICE TO NORTH CAROLINA RESIDENTS ONLY: IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOT CONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS DOCUMENT. REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 35. NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 36. NOTICE TO OHIO RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 107.03(2) OF THE OHIO SECURITIES LAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 37. NOTICE TO OKLAHOMA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THIS MEMORANDUM AND THE INFORMATION HAS BEEN MADE WITH THE OKLAHOMA SECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE AN APPROVAL, RECOMMENDATION



OR ENDORSEMENT, AND IN NO SENSE IS TO BE REPRESENTED AS AN INDICATION OF THE INVESTMENT MERIT OF SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL. 38. NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEEN REGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGON UNDER PROVISIONS OF OAR 815 DIVISION 36. THE INVESTOR IS ADVISED THAT THE COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY CREATING THE SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES. 39. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO (2) BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADE PURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (70 PS § 1-207(m), YOU MAY ELECT, WITHIN TWO (2) BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASE AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (OR UNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS) INDICATING YOUR INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSGTI THAT IT IS RECEIVED AND ALSO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THIS REQUEST ORALLY, YOU SHOULD ASK WRITTEN CONFIRMATION THAT YOUR REQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL BE MADE TO RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITED INVESTORS. EACH PENNSYLVANIA RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACT OF 1972. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIES MAY BE MADE WITHIN 12 MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION, EXCEPT IN ACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THE COMMISSION, AND THEREAFTER ONLY PURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION. 40. NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESS REGULATION OF THE STATE OF RHODE ISLAND NOR HAS THE DIRECTOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 41. NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



42. NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW, CHAPTER 47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THE DEPARTMENT OF COMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA. THE EXEMPTION DOES NOT CONSTITUTE A FINDING THAT THIS MEMORANDUM IS TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DIRECTOR OF THE DIVISION OF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 43. NOTICE TO TENNESSEE RESIDENT ONLY: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD. EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

44. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND, THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES CANNOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. FURTHER, PURSUANT TO §109.13 UNDER THE TEXAS SECURITIES ACT, THE COMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THE FOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATES REPRESENTING SECURITIES PURCHASED HEREUNDER, AND ANY PURCHASER HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE WILL NOT SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION UNDER APPLICABLE SECURITIES LAWS, OR EXEMPTIONS THEREFROM. 45. NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAH SECURITIES ACT. THE SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT. 46. NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OF VERMONT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 47. NOTICE TO VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION UNDER SECTION 13.1-514 OF THE VIRGINIA SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 48. NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OF SECURITIES HAS



NOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT MEMORANDUM AND THE SECURITIES HAVE NOT BEEN REGISTERED IN RELIANCE UPON THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, AND THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS AN EXEMPTION FROM REGISTRATION IS MADE AVAILABLE. 49. NOTICE TO WEST VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 15.06(b)(9) OF THE WEST VIRGINIA SECURITIES LAW AND MAY NOT BE REOFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER. 50. NOTICE TO WISCONSIN RESIDENTS ONLY: IN ADDITION TO THE INVESTOR SUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHO IS A WISCONSIN RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) IN EXCESS OF THREE AND ONE-THIRD (3 1/3) TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES OFFERED HEREIN. 51. FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBE TO PURCHASE SHARES OFFERED BY THE COMPANY MUST SATISFY THE FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TO PURCHASE SHARES: (1) A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000 ); AND (2) THE PURCHASE PRICE OF SHARES SUBSCRIBED FOR MAY NOT EXCEED TWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND (3) "TAXABLE INCOME" AS DEFINED IN SECTION 63 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, DURING THE LAST TAX YEAR AND ESTIMATED "TAXABLE INCOME" DURING THE CURRENT TAX YEAR SUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-THREE PERCENT (33%). IN ORDER TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMING RESIDENTS WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTION AGREEMENT THAT THEY MEET THESE WYOMING SPECIAL INVESTOR SUITABILITY REQUIREMENTS.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND

RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND

CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE

EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT

UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE

INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS

WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR

DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS

MEMORANDUM, PLEASE WRITE OR CALL: INTERNATIONAL METALS TRADING, LLC � C/O IAN

PARKER, EXECUTIVE DIRECTOR � 81 PROSPECT ST, 8 FLOOR � BROOKLYN, NY 11201 � PH: 866-

923-0182.



TABLE OF CONTENTS

I. Jurisdictional (NASAA) Legends ..................................................................................................................................................................... 6 II. Summary of the Offering .............................................................................................................................................................................. 16

A. The Company .............................................................................................................................................................................................. 23

B. The Benefits of LLC Membership .............................................................................................................................................................. 23

C. Operations ................................................................................................................................................................................................... 23

E. The Offering ................................................................................................................................................................................................ 23

F. Risk Factors ................................................................................................................................................................................................. 24

G. Use of Proceeds ........................................................................................................................................................................................... 24

H. Minimum Offering Proceeds - Escrow of Subscription Proceeds .............................................................................................................. 24

I. Convertible Preferred Units .......................................................................................................................................................................... 24

J. Registrar ........................................................................................................................................................................................................ 24

K. Subscription Period ..................................................................................................................................................................................... 24

III. Business Summary ........................................................................................................................................................................................ 40 III. Requirements for Purchasers ..................................................................................................................................................................... 40

A. General Suitability Standards ..................................................................................................................................................................... 40

B. Accredited Investors .................................................................................................................................................................................... 40

C. Other Requirements ..................................................................................................................................................................................... 41

IV. Forward Looking Information ................................................................................................................................................................... 41 V. Risk Factors .................................................................................................................................................................................................... 41

A. Risks Related to Our Business .................................................................................................................................................................. ..38

B. Risk Related to This Offerring .................................................................................................................................................................... 42

VI. Use Of Proceeds ............................................................................................................................................................................................ 48 A. Sale of Equity .............................................................................................................................................................................................. 48

B. Offering Expenses & Commissions ............................................................................................................................................................ 48

C. Corporate Application of Proceeds ............................................................................................................................................................. 48

D. Total Use of Proceeds ................................................................................................................................................................................. 48

VII. Management ................................................................................................................................................................................................. 49 VIII. Management Compensation ....................................................................................................................................................................... 51 IX. Board of Advisors ......................................................................................................................................................................................... 51 X. Dilution ........................................................................................................................................................................................................... 51 XI. Capitalization Table & Dilution ................................................................................................................................................................. 53 XII. Membership UNIT OPTION AGREEMENTS ........................................................................................................................................ 55 XIII. Litigation ...................................................................................................................................................................................................... 55 XIV. Description of Units ..................................................................................................................................................................................... 55 XV. Transfer Agent and Registrar .................................................................................................................................................................... 56 XVI. Plan of Placement ........................................................................................................................................................................................ 58

A. Escrow of Subscription Funds .................................................................................................................................................................... 58

B. How to Subscribe for Units ......................................................................................................................................................................... 58

XVII. Additional Information ............................................................................................................................................................................... 58

Exhibits and Addendums:

Exhibit A - International Metals Trading, LLC. Operating Agreement

Addendum I - Subscription Agreement

Addendum II - Investor Suitability Questionnaire

*Please note Addendums are separately attached



II. SUMMARY OF THE OFFERING

Investors should read this memorandum carefully before making any investment decisions regarding the Company and should pay particular attention to the information contained under the heading “Risk Factors.” Additionally, Investors should consult their own advisors in order to fully comprehend the consequences of investing in the Company. The following summary does not purport to be complete and is qualified in its entirety by more detailed information appearing elsewhere in this Memorandum and the Exhibits hereto. In this memorandum, “International Metals Trading, LLC,” “International Metals Trading,” “Company,” “company,” “we,” “our,” and “us” refer to International Metals Trading, LLC. “You”, “Prospective Investor”, “Prospective Purchaser”, and “Purchaser” refers to the reader of this memorandum. This summary highlights the information contained elsewhere in this memorandum. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, Company encourages you to read this entire memorandum and the documents to which Company refers you. You should read the following memorandum together with the more detailed information and financial statements and the notes to those statements appearing elsewhere in this memorandum. GENERAL: International Metals Trading, LLC (the “Company”) purchases precious and base metals on a wholesale basis from direct outlets such as mills or secondary precious metals recycling sources. The Company’s customers include the largest OEM manufacturers, refiners, primary mines and some the largest construction companies in the country. The Company’s industry experts manage the various commodity risks by hedging margins through disciplined capital preservation mechanisms. Using proper forward selling techniques and construction contracts helps ensure that the Company’s balance sheet of the transactions will not fall below the initial investment. In most cases, the Company’s principal in these transactions will be collateralized by 120% of the value of said principal, in its notional amount, in precious and base metals. There are other safeguards in place to further protect investor capital such as content and transport insurance, bonding and liens. The Company’s primary concern and objective is to protect Company capital through disciplined capital preservation mechanisms. All metals materials that are bought and sold are hedged through proper forward selling agreements using the futures market (Chicago Mercantile Exchange) thus greatly reducing commodity risk. Type of Security: Series A Convertible Preferred Unit, $4.00 per Unit (the “Preferred Units”),

initially convertible on a one-to-one (the “Conversions Ratio”) basis into Units of the Company’s Common Units (the “Common Units”).

Capitalization: Purpose:

Company has authorized 12,000,000 Common Units and 3,500,000 Preferred Units. Prior to this offering, current owners hold 6,000,000 Common Units and have reserved another 500,000 Common Units for key parties. If all 3,500,000 Preferred Units are sold and converted the Company would have 10,875,000 Common Units outstanding. Acquisition and trading of precious and base metals on, a wholesale basis, from direct outlets such as mills or secondary precious metals recycling sources. Our customers include the largest OEM manufacturers, refiners, primary mines and some the largest construction firms in the country.

TERMS OF PREFERRED UNITS:

Liquidation Preference: Upon the occurrence of any (i) liquidation, dissolution or winding up of the

Company, (ii) a merger or consolidation (other than one in which



Unitholders of the Company own a majority by voting power of the outstanding Units of the surviving or acquiring corporation), or (iii) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company (the events described in the foregoing clauses (ii) and (iii) are each referred to herein as a “Deemed Liquidation Event”), the holders of the Preferred Units would receive an amount per Preferred Unit, in preference to the holders of the Common Unit, equal to the Original Purchase Price, plus accrued but unpaid dividends on each Unit of the Preferred Units. Thereafter, the Preferred Units would participate with the Common Unit on an as-converted to Common Unit basis.

Dividends: Dividends on the Preferred Units would be cumulative and accrue, in

preference to any dividend on Units of the Common Unit, at a rate determined by the Board of Managers on an annual basis (but not less than 3% per annum) of the Original Purchase Price, compounded quarterly. Dividends on the Preferred Units would be payable upon a Deemed Liquidation Event or upon conversion or redemption. For any other dividends or distributions, participation with Common Unit on an as-converted basis.

Warrant Coverage:

The Company shall provide Unitholders with 25% Warrant Coverage at a strike price of 150% of the current offering price per Unit (current Unit price $4.00 gives a Warrant strike price of $6.00). Warrants shall be good for the earlier of (i) 5 years or (ii) exercisable within 6 months of the next round of equity financing that is priced at or above the strike (at or in the money) or (iii) exercisable prior to any announced merger or acquisition that is priced at or above the strike (at or in the money) so long as Unithold has at least 3 month prior notice of such an event.

Warrants are the option to purchase Common Units at the Strike of $6.00. Warrant Coverage shall be calculated by taking the total amount of a Unitholder’s Preferred Units and dividing them by 4; any fractional numbers in the solution shall be ignored. For example, a Unitholder of 57,787 Preferred Units would be calculated as follows: 57,787 ÷ 4 = 14,446.75. Thus the Unitholder would be issued 14,446 Warrants.

Optional Conversion: The Preferred Units would initially convert on a one for one basis into Units

of the Common Unit at any time at the option of the holder, subject to adjustments for Unit dividends, splits, combinations and similar events and as described below under the caption “Anti-dilution Provisions.”

Mandatory Conversion: Each Unit of the Preferred Units would automatically be converted into Units

of the Common Unit at the then applicable conversion rate (i) upon a public offering of Common Units or reverse merger into a public reporting entity or (ii) upon the written consent of the holders of a majority of the Preferred Units.

Anti-dilution Provisions: Unless otherwise waived by the holders of at least two-thirds of the Preferred

Units, in the event that the Company issues additional securities at a purchase price less than the current Preferred Units conversion price, such conversion price would be adjusted on a full ratchet basis, provided that no such adjustment would occur with respect to (i) securities issuable upon conversion of any of the Preferred Units, or as a dividend or distribution on



the Preferred Units; (ii) securities issued upon the conversion of any debenture, warrant, option, or other convertible security outstanding as of the date of the Initial Closing; (iii) Units of the Common Unit issuable upon a Unit split, Unit dividend, or any subdivision of Units of Common Unit; (iv) Units of the Common Unit (or options to purchase such Units of Common Unit) issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved by the Board, including both of the Series A Directors (as defined); (v) Units of the Common Unit issued or issuable to banks, equipment lessors pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board, including the Series A Directors; and (vi) Units of the Common Unit issued or issuable for consideration other than cash pursuant to a technology license, business combination, strategic partnership or joint venture transaction approved by the Board, including both the Series A Directors (as defined herein).

Redemption Rights: The Preferred Units would be redeemable from funds legally available for

distribution at the option of holders of at least 50% of the Preferred Units commencing any time after the fourth anniversary of the Initial Closing at a price equal to the Original Purchase Price plus all accrued but unpaid dividends. Redemption would occur in three equal quarterly installments beginning 90 days after a valid election of redemption has occurred. Upon a redemption request from the holders of the required percentage of the Preferred Units, all of the Preferred Units would be redeemed (except for any holders of Units of the Preferred Units who affirmatively opt-out of such redemption).

Registration Rights: Registrable Securities: All Units of the Common Unit issuable upon conversion of the Preferred

Units and any other Units of the Common Unit held by the Investors would be “Registrable Securities.”

Demand Registration: Upon earlier of (i) three years after the Initial Closing; or (ii) six months

following an initial public offering or reverse merger (“IPO”), persons holding not less than an aggregate of 50% of Registrable Securities may demand not more than two registrations by the Company of their Units, but only if the aggregate offering price is at least $5 million. A registration would count for this purpose only if (A) not less than 75% of all Registrable Securities requested to be registered are included in the registration, or (B) it is closed, or withdrawn at the request of the demanding Investors (other than as a result of a material adverse change to the Company). Holders of Registrable Securities would have priority in all registrations over all other Units except for in registrations initiated by the Company in which case the Units being sold by the Company for its own account shall have priority.

Registration on Form S-3: The holders of not less than 20% of the Registrable Securities would have

the right to require the Company to register on Form S-3, if available for use by the Company, Registrable Securities for an aggregate offering price of at least $1 million. There would be no limit on the aggregate number of such Form S-3 registrations, provided that there are no more than two per year.

Piggyback Registration: The holders of Registrable Securities would be entitled to “piggyback”

registration rights on all registration statements of the Company, subject to the right, however, of the Company and its underwriters to reduce the number of Units proposed to be registered to a minimum of 30% on a pro



rata basis and to complete reduction on an IPO at the underwriter’s discretion. In all events, the Units to be registered by holders of Registrable Securities would be reduced only after all other Unitholders’ Units are reduced.

Expenses: The registration expenses (exclusive of Unit transfer taxes, underwriting

discounts and commissions) would be borne by the Company. The Company would also pay the reasonable fees and expenses, not to exceed $75,000, of one special counsel to represent all the participating holders of Registrable Securities.

Lock-up: The Investors would agree in connection with a potential IPO, if requested

by said IPO’s managing underwriter, not to sell or transfer any Units of Common Unit of the Company for a period of up to 180 days following the IPO, provided all directors and officers of the Company agree to the same restriction.

Termination of Registration Rights:

Upon the earlier of: (i) one (1) years after a potential IPO, (ii) a Deemed Liquidation Event, or (iii) when all Registrable Securities of an Investor are eligible to be sold without restriction under Rule 144(k) within any 90-day period. The Company may grant no future registration rights without consent of the holders of a majority of the Registrable Securities unless subordinate to the registration rights of such holders in all respects.

GOVERNANCE: Voting Rights: The Preferred Units would vote together with the Common Unit on an as-

converted basis, and not as a separate class. ADDITIONAL RIGHTS: Management and Information Rights: Each holder of the Preferred Units shall receive (a) during 2016 quarterly

“dashboard” summary financial results, (b) in subsequent quarterly unaudited financials, (c) annually audited statements and a budget, and (d) a quarterly brief descriptive report from the CEO.

Right to Participate Pro Rata in Future Rounds:

All Major Investors (those investors holding 5% or more of the Company’s membership interest) would have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Units of the Preferred Units into Units of the Common Unit and the exercise of all warrants and options outstanding under the Company’s Unit plans), to participate in subsequent issuances of equity securities of the Company (excluding those issuances that do not trigger operation of the adjustment described above under “Anti-dilution Provisions” and issuances in connection with acquisitions by the Company). In addition, should any Major Investor choose not to purchase its full pro rata Unit, the remaining Major Investors would have the right to purchase the remaining pro rata Units.



Rights of Refusal/ Co-Sale: The Company first and the Investors second would have a right of first refusal with respect to any Units of capital Unit of the Company proposed to be sold by any current Unitholder and employees holding greater than 2% of the Common Unit (assuming exercise of all options and conversion of the Preferred Units) (the “Key Holders”), with a right of oversubscription for Investors of Units unsubscribed by the other Investors. Before any Key Holder could sell Common Unit, such Key Holder would give the holders of the Preferred Units an opportunity to participate in such sale on a basis proportionate to the amount of securities held by the seller and those held by the participating Investors.

OTHER: Proprietary Information, Inventions and Non-compete Agreements:

Each officer, employee and consultant of the Company would enter into acceptable proprietary information, inventions and non-compete agreements.

Representations and Warranties: The Unit Purchase Agreement would contain customary representations

including, without limitation, organization and qualification, capitalization, intellectual property, authorization, execution and delivery, validity and enforceability of agreements, issuance of the Preferred Unit, no litigation, compliance with laws, no governmental consent, taxes, no conflict with agreements and charter provisions, taxes, ERISA, employment and labor regulations, no undisclosed liabilities, no affiliate transactions, no defaults and no material adverse change.

Closing:

On or before December 31, 2015

Confidentiality: Prospective Investors shall not disclose the terms of this Summary of

Offering to any person or entity except for the accountants, attorneys and other professional advisors of the investor.



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Summary Financial Data AVAILABLE INFORMATION Company is not presently subject to the reporting and information requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), and therefore does not file reports, proxy statements and other statements. However, Company shall provide its investors with quarterly and annual reports. Selected Financial Information: The business summary developed by the Company contains certain projections with respect to its anticipated new capital for current operations. The financial projections and the assumptions upon which they are based represent forecasts of results that might be achieved should all the stated assumptions contained therein be realized. You should read the following summary financial data together with our Audited Financial Statements to better understand the track record that form the basis of our assumption. Management has a successful track record in both the precious and base metal trading. The assumptions below include both the precious and base metal business lines.

Key Assumptions:

(1) 2015 is project thru the FYE. The Company has approximately $14 million in sales thru the 3rd quarter with a gross profit of approximately $765,000.

(2) Company’s steel fabrication business started in August of 2015. Current assumptions are based on work that has been contracted for 2015 and 2016. 2017 and 2018 assume generally accepted industry margins and project work (work not yet contracted). Tons sold annually are projected to be 67,500, 112,500, and 140,000 in 2016, 2017, and 2018 respectively.

(3) BIG Sky is projected to sell annually 27,600, 79,200, and 79,200 in 2016, 2017, and 2018 respectively. This based on intense industry research for the Big Sky target markets.




B. The Company International Metals Trading, LLC (“International Metals Trading”, or the “Company”), began operations in October 2013, with the purpose of trading precious and base metals. The Company’s legal structure was formed as a limited liability company (LLC) under the laws of the State of Delaware on October 2013. Its principal offices are presently located at 81 Prospect St, 8th Floor Brooklyn, NY 11201. The Company’s telephone number is (866) 923-0182. The Managing Directors of the Company are Ian Parker, Joseph Kalinowski, and Ned Moulton (“Management”).

C. The Benefits of LLC Membership The limited liability company (LLC) is a relatively new form of doing business in the United States (in 1988 all 50 states enacted LLC laws). The best way to describe an LLC is to explain what it is not. An LLC is not a corporation, a partnership nor is it a sole proprietorship. The LLC is a hybrid legal structure that combines the characteristics of a corporate structure and a partnership structure. It is a separate legal entity like a corporation but it has entitlement to be treated as a partnership for tax purposes and therefore carries with it certain tax benefits for the investors. The owners and investors are called members and can be virtually any entity including individuals (domestic or foreign), corporations, other LLCs, trusts, pension plans etc. Unlike corporate stocks and shares, members purchase Convertible Preferred Units. Members who hold the majority of the Units maintain controlling management of the LLC as specified in the LLC operating agreement. The primary advantage of an LLC is limiting the liability of its members. Unless personally guaranteed, members are not personally liable for the debts and obligations of the LLC. Additionally, “pass-through” or “flow-through” taxation is available, meaning that (generally speaking) the earnings of an LLC are not subject to double taxation unlike that of a “standard” corporation. However, they are treated like the earnings from partnerships, sole proprietorships and S corporations with an added benefit for all of its members. There is greater flexibility in structuring the LLC than is ordinarily the case with a corporation, including the ability to divide ownership and voting rights in unconventional ways while still enjoying the benefits of “pass-through” taxation.

D. Operations International Metals Trading, LLC (the “Company”) purchases precious and base metals on a wholesale basis from direct outlets such as mills or secondary precious metals recycling sources. The Company’s customers include the largest OEM manufacturers, refiners, primary mines and some the largest construction companies in the country. The Company’s industry experts manage the various commodity risks by hedging margins through disciplined capital preservation mechanisms. Using proper forward selling techniques and construction contracts helps ensure that the Company’s balance sheet of the transactions will not fall below the initial investment. In most cases, the Company’s principal in these transactions will be collateralized by 120% of the value of said principal, in its notional amount, in precious and base metals. There are other safeguards in place to further protect investor capital such as content and transport insurance, bonding and liens. The Company’s primary concern and objective is to protect Company capital through disciplined capital preservation mechanisms. All metals materials that are bought and sold are hedged through proper forward selling agreements using the futures market (Chicago Mercantile Exchange) thus greatly reducing commodity risk.

The Company believes that continued successful execution of its business strategy should provide the opportunity for leverage within the entity, allowing for enhanced returns while also mitigating downside risk through high quality hedging and risk management.

E. The Offering The Company is offering a minimum of 500,000 and a maximum of 3,500,000 Units at a price of $4.00 per Unit, $.001 par value per unit. Upon completion of the Offering between 7,000,000 and 10,000,000 Common Units will be outstanding on a fully diluted basis. Each Purchaser of Preferred Units must execute a Subscription Agreement making certain representations and warranties to the Company, including such Purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 501(a) of Regulation D promulgated. See “REQUIREMENTS FOR PURCHASERS” section.



F. Risk Factors See “RISK FACTORS” section in this Memorandum for certain factors that could adversely affect an investment in the Units. Those factors include, but are not limited to unanticipated obstacles to execution of the Business Plan, general economic factors, and other unanticipated metal commodity risk.

G. Use of Proceeds If the entire offering amount of 3,500,000 Series A Convertible Preferred Units is sold, Company estimates that the net proceeds will be approximately $12,740,000 after deducting the estimated offering expenses. Company will use the net proceeds from this for commodity trading & hedging activities, which will result in cash flow for the company. Management will have broad discretion in applying the Company’s net proceeds of this offering within commodity activities that meet the criteria explained within the business summary or other such similar opportunities that are backed by assets and have attractive economics. See “USE OF PROCEEDS” section.

H. Minimum Offering Proceeds - Escrow of Subscription Proceeds The Company has set a minimum offering proceeds figure of $2,000,000 (the “minimum offering proceeds”) for this Offering. The Company has established an Investment Holding Account with Cortland Capital Market Services LLC, 225 W. Washington St. 21st Floor, Chicago, IL 60606, into which the minimum offering proceeds will be placed. At least 500,000 Units must be sold for $2,000,000 before such proceeds will be released from the escrow account and utilized by the Company. After the minimum number of Units is sold, all subsequent proceeds from the sale of Units will be delivered directly to the Company. See “PLAN OF PLACEMENT - ESCROW ACCOUNT ARRANGEMENT” section.

I. Convertible Preferred Units Upon the sale of the maximum number of Units from this Offering, the number of issued and outstanding units of the Company’s stock will be held as follows:

Present Members 60%

New Members 40%

J. Registrar The Company will serve as its own registrar and transfer agent with respect to its Convertible Preferred Units.

K. Subscription Period 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) December 31, 2015, or such date as may be extended from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)




III. BUSINESS PLAN Company Overview

International Metals Trading, LLC (the “Company”) purchases precious and base metals on a wholesale basis from direct outlets such as mills or secondary precious metals recycling sources. The Company’s customers include the largest OEM manufacturers, refiners, primary mines and some the largest construction companies in the country. The Company’s industry experts manage the various commodity risks by hedging margins through disciplined capital preservation mechanisms. Using proper forward selling techniques and construction contracts helps ensure that the Company’s balance sheet of the transactions will not fall below the initial investment. In most cases, the Company’s principal in these transactions will be collateralized by 120% of the value of said principal, in its notional amount, in precious and base metals. There are other safeguards in place to further protect investor capital such as content and transport insurance, bonding and liens. The Company’s primary concern and objective is to protect Company capital through disciplined capital preservation mechanisms. All metals materials that are bought and sold are hedged through proper forward selling agreements using the futures market (Chicago Mercantile Exchange) thus greatly reducing commodity risk. The Company believes that continued successful execution of its business strategy should provide the opportunity for leverage within the entity, allowing for enhanced returns while also mitigating downside risk through high quality hedging and risk management.

Business Lines

The Company has diverse revenue streams. These revenue streams are broken into Precious Metal revenue, Base Metal revenue and a 2016 expansion into aggregates, abrasives, and frack sand:

Precious Metals

Platinum, Palladium and Rhodium (PGM)

Base Metals

Reinforcing Steel Fabrication (subsidiary)

Aggregates, Abrasives, and Frack Sand

Metal By-‐product Usage (subsidiary)

• Company is contracted with the largest network of spent catalytic converters (“CATs”) collectors in the United States (U.S.).

• This network accounts for greater than 60% of all collected spent CATs in the U.S..

• Company conducts forward selling and hedge book management for this network of collectors.

• Through financing efforts, Company will deploy capital for the purchase of spent cats estimated to be $400mm to $500mm annually.

• Company coordinates the delivery of precious metals to the world’s largest OEM’s, refiners and mines. These companies include BASF, Mairec, Johnson Matthey, Ford Motor, General Motors, Toyota and Anglo American Platinum (AMPLATS).

• Deep relationships in the New York Metro construction community.

• Developed both domestic and international sources for materials.

• A combined 50+ years in fabrication industry.

• Team operated the largest facility in the Tri-State area.

• A combined 60+ years in the financial industry.

• Notwithstanding a slide in steel prices in recent years, there is still a compelling margin to be generated in the steel rebar trade.

• Based on intensive industry study and solid relationships on both sides of the trade, the Company sees attractive gross margins.

• In first two months of operations the base metal division has booked a backlog of 60,000 tons with estimated revenues of $80 million in 2016.

• Company has deep relationships that these products can be cross-‐marketed to.

• It allows the product to be adapted and varied with no change in tooling or additional costs.

• This allows this product line the ability to sell to concrete and cement industry, oil and gas industry, and the abrasive industry without changing tooling. Change can be made on the fly..

• High level of control is achieved over the output characteristics.

• The product possesses exceptionally high quality surface and shape.

• The product will have segment leading performance

• Product strength is achieved more directly than the competition

• Adaptability lends itself to a wide range or product offerings

I. Platinum, Palladium, and Rhodium (PGM)

Having an appropriate amount of portfolio exposure to precious metals in one’s portfolio is a good idea. In discussing exposure to precious metals, gold and silver are traditionally the preferred – and most often traded – precious metals. While exposure to these metals can be appropriate at times, as of the time of this writing, the Company believes that platinum group metals (PGM’s) offer a significant profit center that the Company has already penetrated. It is important to understand the reasoning behind the investment in precious metals along with its potential risks.

Precious metals have historically been considered a safe haven against economic and geopolitical risks. Precious metals have long been considered a storage of value, thus an off-set against inflation. At times it can have a low correlation with equities so having some in investment portfolios has diversification benefits. Despite these potential benefits, the Company has come to understand that precious metals, like many commodities can be highly volatile. This has led the Company to develop hedging practices that allow the Company to take advantage of its wide reaching industry relationships without the exposure to increased variation in returns (a locked in spread).



PGM as an investment

There are six precious metals that make up the platinum group metals. These metals are platinum (Pt), palladium (Pd), rhodium (Rh), ruthenium (Ru), osmium (Os) and iridium (Ir). The Company’s focus is on three of these metals; platinum, palladium and rhodium. These are truly rare and precious metals, but they also have another industrial side to them. These metals are used in automobile catalytic converters to act as a catalyst in extracting and removing harmful emissions produced from a combustible fuel engine. Harmful emissions that are produced by a standard combustible engine include hydrocarbons that arise due to unburned gasoline, carbon monoxide and nitrogen oxide. Through the specific combination of these three precious metals, the catalytic converter captures large quantities so they are not released in to the atmosphere.

PGM – Demand

On the demand side, prices for these precious metals are largely tied to auto sales given their high concentration of usage in catalytic converters. The global outlook for vehicle sales has been fairly robust of late. Global auto sales in 2014 have been just under 72 million vehicles sold of which sales in Asia have been leading the way. North America represents approximately 27% of the worldwide auto market with the U.S. leading the charge making up 85% of that figure. Western Europe is 17% of the global auto market and Germany is the largest country in that category representing 25% of that region. South America consumes 6% of the global auto supply with Brazil contributing 42% of that number. Eastern Europe makes up 5% of the global auto market and Russia represents the largest portion of that demand consuming 62% of that figure.

Analysts are expecting the global auto market to grow at a 2% average annual rate over the next several years as additional monetary stimulus in Europe and Asia are implemented to assist their economies gain traction. The U.S. economy has been getting stronger, albeit at a sluggish pace and should remain a driver of vehicle sales.

Carefully monitoring and analyzing vehicle sales is of key importance when investing in PGM. As mentioned earlier, platinum, palladium and rhodium are heavily used in the catalytic converter manufacturing process. To illustrate this point, consider the details.

Please note that the figures that are provided are broken down into two segments, primary supply (mining sources) and secondary supply (recycling). Total gross demand for platinum is 8.4 million ounces annually of which the auto catalyst market represents 3.1 million. Thus a full 37% of annual demand is driven by the production of catalytic converters. Jewelry makes up the next largest user of platinum consuming 2.7 million ounces annually or 33% of gross demand.

The other areas of platinum usage and their percent of gross annual demand is estimated as follows:

The industry has seen a rise in physical backed Exchange Traded Funds over the past several years. ETF’s have collected over 1.5 million ounces of platinum and 2 million ounces of palladium within a relatively short time frame. As further confirmation of the rise in PGM as an investment vehicle is the formation of the World Platinum Investment Council (WPIC). This is a consortium of the six largest platinum producers worldwide with the explicit focus on assisting, “high net worth and retail investors gain a better understanding of the platinum investment opportunity through the provision of independent data, information and insight.” As investor awareness continues to increase within this area, one would expect the investment portion of gross demand to increase.

Gross demand for palladium is equally tied to auto sales and the manufacture of catalytic converters. There is approximately 9.6 million ounces of gross demand for palladium annually of which the auto catalyst market absorbs 72% of those ounces.

The other areas of palladium usage and their percent of gross annual demand is estimated as follows:



Rhodium is a very rare metal and total gross global demand for the metal is just over 1 million ounces annually. Consumption within the auto catalyst manufacturing segment makes up 79% of global gross demand annually.

The other areas of rhodium usage and their percent of gross annual demand is estimated as follows:

PGM Supply

When analyzing the supply side of PGM, it offers an additionally compelling story for the trading of these precious metals. The primary supply for these metals are concentrated to specific regions in the world, many of them with an unstable political or economic profile.

Worldwide there was 5.7 million ounces of platinum that were supplied from the primary market. South African mining operations were responsible for a significant portion of that supply providing approximately 4.1 million ounces of platinum or 72% of the primary global supply. The second greatest provider of platinum was Russia that contributed 780,000 ounces to aggregate primary global supply or 14%. Zimbabwe has been rapidly growing as a global supplier of the precious metal and accounted for 7% of global production or 400,000 ounces and North America provided 5%. The remaining 2% is provided in a fragmented way across the globe.

For palladium, global supply from primary sources were 6.4 million ounces. Of these ounces produced 37% or 2.6 million ounces came from South Africa and 42% or 2.7 million ounces came from mining and stock sales in Russia. These two countries are by far the leaders of the palladium producing countries. North America was responsible for 930,000 ounces of palladium to market and Zimbabwe produced 310,000 ounces or 14% and 5%, respectively. The remaining 2% is provided in a fragmented way across the globe.

Rhodium is the rarest of the three metals and global supply from the primary market in 2013 was 721,000 ounces. South Africa was responsible for 574,000 ounces or 80% of global supply, Russia produced 85,000 ounces (12%), Zimbabwe produced 33,000 ounces (5%) and North America produced 24,000 ounces (3%).



It is of the utmost importance to understand where these materials are coming from and the political and economic landscape surrounding the producing nations. The mining companies in South Africa produce the most platinum globally and hold the largest reserves. The major mining companies include; Anglo American Platinum (Amplats), Impala Platinum (Implats), lonmin, Aquarius, Atlatsa, Northam, African Rainbow Minerals and Royal Bafokeng.

These mines have just been through one of the longest and expensive labor strikes in industry history that crippled production in the first half of 2014. They face a complex labor structure in that unions have deemed an across the board labor rate regardless of mine efficiency. With the price of platinum hitting five year lows, many of the more inefficient mines are operating at a loss and many of these larger mines are looking to dispose of underperforming assets. With the prices so low, capital investment will be affected thus primary supply may deteriorate.

According to industry analysis, platinum mine production peaked in 2006 and palladium mine production peaked in 2004. Aging mines are producing less material. It is estimated that production at these mines have deteriorated at an annual rate of 6% from their peak while operational costs have increased at a rate of 20% per annum. This is a trend that underscores one of the most important takeaways from the supply/demand dynamic of the PGM space. Analysts expect South African precious metals producers to take away up to 2 million ounces of PGM over the next several years. As reserves are depleted, supply comes off line and demand continues to advance, it makes sense that the price of PGM will rise. Some targets within the industry call for platinum at $2000 per ounce and palladium for $1000 per ounce.

Zimbabwe holds a large portion of the world’s PGM reserves but the political environment in that region makes it extremely difficult to operate profitably. With the industry largely controlled by the government there, it is unlikely there will be excessive capital investment in the region.

Russia is also a major producer of PGM, with its focus on palladium as a by-product of their nickel production. As production in South African mines continues to slow, greater emphasis and importance has been placed on Russian production. Given the impact that the labor strikes in South Africa has had on PGM production, it is estimated that Russian stockpiles have been dramatically reduced in an attempt to make up for slack supply. We use the term estimated simply because it is unclear what Russia holds in reserves as that information is tightly guarded by Russian officials.

Ore grades in Russia is also deteriorating and Russian PGM is a by-product of this mining activity, therefore primary production from Russia, like South Africa is in decline. Russia has also been the source of geopolitical tension in the world with its annexation of Crimea from Ukraine. As tensions rose from those events, palladium witnessed aggressive moves higher in price, breaking $900 per ounce the day Malaysian Airlines flight MH17 from Amsterdam to Kuala Lumpur was accidently shot down over Ukraine.

Global supply for the PGM sector is under pressure. Deteriorating and aging mines as well as economic and geopolitical tensions have put in place a supply scenario that favors higher prices. As a way to combat and answer this supply and demand synopsis, a secondary market for bringing these metals to market has been gaining traction.

Profiting From Recycled PGM

According to reports from Johnson Matthey, automotive catalytic recycling has acted as a net aggregate deduction from total gross global demand for PGM. According to the figures, platinum recycling accounted for nearly 1.3 million ounces to market to make up for the diminishing supply from primary producers in 2013. This represents a contribution of 15% to total gross global demand, up from 12% just five years ago. Auto recyclers contributed almost 2 million ounces of palladium to global supply in 2013 or 19%, up from 12% just five years ago. The numbers are similar for rhodium. In 2013, recyclers contributed 281,000 ounces of rhodium towards total global gross supply or 28%, up from 26% five years ago.

International Metals Trading is positioned with the market leaders in this secondary space and upon the time of this writing will be managing approximately 60% of the U.S. market place from a trading and hedging perspective.

As this market continues to grow, International Metals Trading will grow with it. Currently we conservatively estimate this business line to provide $2-4 million to the bottom line in 2016, and $4-6 million in 2017.



II. Reinforcing Structural Steel Fabrication (Rebar)

Company has formed a subsidiary called IMT Steel, LLC (the “IMT Steel”), a wholly owned subsidiary of International Metals Trading, LLC, to purchase steel rebar for resale to the New York metropolitan area concrete superstructure construction market. Notwithstanding a steady decrease in the market price of steel rebar, there is still a compelling margin to be made in the purchase and sale of rebar product. Based on our market intelligence as well as our deep relationships on both the buy-side and the sell-side, we believe we can generate a gross margin of $360 per ton or 41% gross margins.

At IMT Steel, LLC, we expect to generate more than $84 million in revenue on a 12 month run rate within 24-30 months. This represents the sale of 7,500 tons of steel rebar (15,000,000 lbs) each month – or 90,000 tons each year (180,000,000 lbs). When fully ramped, IMT Steel, LLC should be servicing about 12 construction companies in any given month through a facility that IMT Steel, LLC will lease and operate at a privately owned, non-union, bonded port in New Jersey. Since IMT Steel’s soft launch on Tuesday, August 6th, 2015, it has secured contracts representing 60,000 tons of rebar contracts with an additional 50,000 tons likely secured in the coming months.

Industry Overview

The Concrete Reinforcing Bar Manufacturing industry produces concrete reinforcing bars (rebar) and bar joists. Industry products are made of steel and are installed in concrete during pouring to increase its strength and prevent cracking; therefore, they are found in nearly all concrete structures. The industry in most parts of the U.S. has yet to recover fully from the impacts of the 2008-09 recession, with revenue falling an estimated 0.3% per year on average in the five years to 2014. The recession caused construction levels to plummet, significantly reducing demand for rebar. Nevertheless, we expect industry revenue to grow by 5.5% during 2014, commensurate with accelerating commercial construction, bringing total revenue to $14.7 billion by the end of the year. That said, the New York metropolitan area is now in almost full recovery as 2015, which is our primary geographic focus.

Industry products are produced by heating steel and shaping it into bars. Rebar is then formed by adding grooves and twists on the bar to ensure steady placement in concrete, while joists are formed by bending the bar into an open-web zigzag pattern. Because rebar and joists are used to strengthen concrete, industry performance depends primarily on demand from key construction markets, including the commercial and industrial building markets.

Oversupply of steel, coupled with weak demand, has also suppressed the price of steel-based products. However, spurred by recovering demand and better supply control, profit finally turned the corner in 2013.

Going forward, we expect this industry to recover fully from the impacts of the recession, with revenue growing at an estimated 4.9% per year on average through to 2019, to $18.7 billion. Strengthening demand will push selling prices upward albeit slowly, with price increases kept in check by heightened competition from other operators and importers. Price will remain the primary basis of competition so long as industry products are largely homogenous and available in ample supply.

Rebar Fabrication



Rebar Demand

Demand for products from the Concrete Reinforcing Bar industry is heavily influenced by current economic conditions within downstream demand industries in the construction sector. Weak performance in the construction sector caused industry revenue declines through 2010, but the industry has since turned the corner, spurred by increasing commercial and industrial development.

The largest purchaser of structural metals is the commercial construction industry, which is comprised of multiple segments that are each influenced by different demand factors. Office construction is primarily determined by growth in the service sector workforce, growth in foreign investment inflow and speculative developer activity. Retail building construction, which includes shopping malls, gas stations and big-box stores, is determined by per capita income and trends in consumer spending. Other commercial building construction is determined by population growth, urban spread, tourism activity and disposable income.

Federal, state and local government investments in institutions and infrastructure also influence demand for concrete reinforcing bars. Public investment in schools, medical centers and religious centers generates significant demand for rebar products; in addition, these projects often source rebar solely from domestic sources, circumventing imports. Public utility construction also generates demand for rebar purchases; the American Recovery and Reinvestment Act helped the industry turn the corner after severe losses in 2009 and 2010.

Another (smaller) market for industry products is from residential construction. Demand for residential construction is subject to both short-term and long-term influences. The short-term influences include movements in interest rates, housing affordability and stimulatory government policy. The long-term influences include population growth and settlement, the aging of existing stock and buyer preferences between single-family and multi-family style housing.

Commercial building construction

The construction of commercial buildings, which include offices, retail space, entertainment venues and hotels, is the largest source of demand for rebar products, generating an estimated 38.2% of industry revenue in 2014. Commercial construction projects are often massive, multi-story and concrete-based, requiring extensive amounts of long span rebar for reinforcing the concrete in foundations, floors and walls. The amount of revenue generated by this market declined significantly in 2009 and 2010 as corporate profit plunged and office vacancies rose, which significantly reduced the demand for commercial development. However, rebounding private investment has revamped demand from this market. IBISWorld expects commercial construction to pick up significantly through 2019, increasing this market’s importance to rebar manufacturers.

Industrial building construction

The construction of industrial buildings is the second largest driver of demand for rebar, generating an estimated 34.4% of this industry’s revenue in 2014. Industrial buildings include plants, warehouses and other facilities necessary for manufacturing and other industrial operations. Industrial buildings are almost unanimously concrete-based; hence, their construction requires extensive amounts of rebar products to even out poured concrete and to reinforce walls and floors. Industrial buildings are often less massive in size than commercial buildings, thereby typically demanding short span rebar products. IBISWorld expects this market’s share of revenue to decline slightly through 2019 as growth in manufacturing activity falls behind growth in commercial development.

Institutional building construction



This segment comprises educational buildings, such as schools and universities, as well as medical and religious centers. Institutional buildings are often large, multi-story and concrete-based, requiring various types of rebar products for the initial construction stages. IBISWorld estimates that institutional buildings account for 13.8% of industry revenue in 2014, with about two thirds coming from educational facility construction. This share is expected to remain stable over the next five years.

Residential building construction

Residential construction generates a smaller share of industry revenue, at an estimated 9.6% of the total in 2014, for two reasons. First, not all housing units are concrete-based; single family homes in particular are often wood-based, using lumber and a variety of wood reinforcing products for construction. Multi-family units such as apartment complexes are more important sources of demand for rebar products since they rely more heavily on concrete. However, they are typically small to medium in size, generating demand for a limited volume of rebar. Still, IBISWorld expects demand from this market to increase through 2019 as residential construction accelerates. Vertical expansion in crowded urban spaces will be a prominent source of demand for rebar within the residential construction sector.

Public utilities construction

The construction of other (non-building) public utilities such as roads, streets, highways and tunnels generates the remaining 4.0% of industry revenue. Revenue from this market was particularly high in the aftermath of the American Recovery and Reinvestment Act (ARRA) of 2009, which set aside over $100.0 billion for infrastructure construction. However, federal and local spending on infrastructure has since tapered, limiting demand for rebar from this market.

Rebar Supply

The industry’s interaction with the international landscape is limited. IBISWorld estimates that imports fulfil about 5.0% of domestic demand for rebar products, while exports generate only 2.8% of industry revenue. This is largely due to the heavy nature and high transportation costs involved with moving rebar and joists overseas. Nevertheless, both imports and exports have risen over the five years to 2014, spurred by growing demand from domestic and international construction markets.

Imports

Imports are low yet represent a growing opportunity to industry operators. Over the five years to 2014, imports have grown at an estimated 24.1% per year on average, to $729.1 million. Over the next five years, continued growth is expected to bring import levels back to pre-recessionary levels, when imports had satisfied over 7.0% of domestic demand (before plummeting in the wake of the recession.) The largest import source is Turkey, accounting for nearly two thirds of all concrete reinforcing bar products imported into the United States. Turkey is one of the biggest buyers of US steel scrap, which it transforms into structural metal products (such as rebar) and sells back to the United States. Mexico is also a top source of imported rebar due to its proximity to the United States and favorable trade conditions under the North American Free Trade Alliance. The majority of imported products are short span rebar going to small and medium sized construction projects. Large construction projects still receive the majority of their inputs from U.S.-based rebar manufacturers who can compete effectively on the basis of price when large volumes of output are involved.

Exports

Exports are low yet represent a growing opportunity to industry operators. Over the five years to 2014, exports have grown at an estimated 10.4% per year on average, to $246.0 million, generating an increasing share of revenue. The majority of exports go to Canada, where construction is picking up and to which transportation costs are low. U.S. producers also enjoy unlimited access to the Canadian market by virtue of the NAFTA agreement. Still, a growing amount of exports are being sent to nearby developing countries with surging infrastructure construction and commercial development to satisfy a growing middle class. These include Jamaica, the Bahamas and Venezuela.



IMT Steel, LLC Competitive Edge

IMT Steel has been formed with an operating team compiled from the industry’s top people. IMT Steel enjoys a core team of support staff and substantial industry relationships.

Prior to joining IMT Steel, the team successfully operated a facility processing 90,000 tons (180,000,000 lbs.) of steel rebar each year; these hires give the Company great comfort that IMT Steel has the experience and depth to run a highly efficient operation.

It is our intention to lease space directly at the Port in New Jersey where the material will be delivered. The Port facility is multi-modal with marine, rail and truck access. It is fully bonded and is non-union. The Port owners are willing to build facilities on site (reflected in our forecast rent rate). We will have sufficient leased space to process 450 tons of material at any given time.

This facility will require 16 employees, $1.42 million of equipment and approximately $260,000 in monthly operating costs.

IMT Steel did a soft launch August 1st, 2015. Since the soft launch, IMT Steel has booked 60,000 tons of work, and it has only scratched the surface of the opportunities in front of it.

Financial Highlights Steel

III. IMT Abrasives, Frack Sand, Aggregates and Proppants

Introduction

Dating back to before the industrial revolution, man has extracted from the earth all that it’s had to offer. Inarguably, the wide spread mining of natural resources has facilitated the building of the modern world. The United States’ status as a global superpower has largely been built upon a framework of steel. To a lesser extent, yet equally as significant, have been contributions of gold, silver, copper, aluminum, lead and zinc. These metals have essentially fueled the building of America, yet it has not come without cost.

Lying in the wake of more than a century of mining and smelting are the obvious signs of those labors; vacant mining sites and seemingly endless mountains of slag. Slag, the by-product of the smelting process, is what remains after the metal is separated from its



resident ore. Slag piles, comprising billions of metric tons of waste material, litter the sites of retired metal smelting facilities all over this country. Slag comprises a pronounced environmental dilemma and a growing threat to our nation’s landscape.

International Metals Trading has formed a subsidiary company called Big Sky International (BSI), a Delaware limited liability company, for the purpose of converting environmentally and aesthetically undesirable waste streams into environmentally safe and economically profitable products. BSI has developed a proprietary process that uses slag by-product as the raw material in creating abrasives, aggregates (for use in cement, concrete and asphalt) frack sand, and proppants.

The Slag Threat

The smelting slag present at virtually all smelter complexes are composed of a number of trace minerals, heavy metals and by-products. Each component present specific risks but those most notable are arsenic, selenium, and chromium. Although the full extent of the environmental threat and current impact is not yet fully quantified or understood, the most immediate and immanent threat is the leaching of waste material into the ground water.

High doses of arsenic, selenium and chromium pose serious health dangers to wildlife, the environment and to humans. Arsenic trioxide is an inorganic form of arsenic and is produced mainly from by-products of smelting. Long-term exposure to arsenic via drinking water causes cancer of the skin, lungs, bladder, and kidney. Arsenic exposure has also been linked to hypertension, cardiovascular disease, diabetes and reproductive effects. Severe diseases of the blood vessels, which can lead to gangrene, have also been observed globally. In 2010 more the 270,000 people in Bangladesh died due to arsenic exposure related diseases.

Selenium is another common industrial by-product that can potentially permeate into the environment with the specific danger to humans being the leaching into sources of drinking water. According to the CDC, symptoms of selenium poisoning can include significant hair loss, muscle cramps, nausea, vomiting, diarrhea, joint pain, fatigue, fingernail changes, and blistering skin. Although there is presently no proven antidote for selenium poisoning, the effects should ease over several weeks, but only if the source of the contamination is completely removed and neutralized.

Chromium toxicity is a similar threat when industrial waste is improperly handled. The CDC states that the symptoms can include flushing, rash, dizziness, headache, agitation, confusion, chest pain, gastrointestinal disorders, elevated liver enzymes, muscle breakdown, blood cell problems, and kidney problems. As is true with selenium, chromium toxicity has no proven antidote.

Although leaching presents the greatest potential threat to the ground water, these materials can particulate and become airborne as well. Arsenic dust is readily absorbed by the lungs, but inhaled quantities are usually insufficient to cause acute systemic toxicity. Skin and eye contact will typically cause irritation. Although the long term effects of external exposure to high levels of arsenic, selenium and chromium in the air and by physical contact is unknown, it is clear to say that it poses a potentially dangerous situation. The only way to effectively address these types of potential contaminations is to remove the source.

Slag piles present a significant challenge when it comes to the issue of removal. Few slag piles are small. The nature of the smelting business is to operate for long periods at a given site. Day after day, year after year, decade after decade the slag amasses. So when we talk about the removal of this quantity of material, it is a monumental undertaking, but is achievable through the use of Blue Sky’s recycling process.

The Value Proposition

The value proposition that Big Sky International presents is multi-dimensional. It is rare that one project can simultaneously address environmental, community and commercial needs, but this is one such case. As a result of the past five years of development of this project, BSI has garnered the support of

• The Office of the Governor of Montana • The Offices of the Montana Federal and State Senators • The Federal EPA regional headquarters of Region 8 in Denver, CO • The Federal EPA offices located in Helena, MT • The State of Montana DEQ in Helena , MT

The relevance of these connections will help as we pursue the slag pile of Anaconda/Arco in Montana as one of our prospective raw material supplies. Big Sky International has developed a unique process that leverages Big Sky proprietary technology to convert slag into profitable end products. With smelting slag as the raw material, this revolutionary process can yield end products with a number of potential uses and applications.

The Competitive Edge

Because the process utilizes new and revolutionary technology, we will avoid a high level of detail in this document. What makes the process so unique is that:

• It allows the product to be adapted and varied with no change in tooling or additional costs • Change can be made on the fly • High level of control is achieved over the output characteristics • The product possesses exceptionally high quality surface and shape • The product will have segment leading performance



• Product strength is achieved more directly than the competition • Adaptability lends itself to a wide range or product offerings

The unique attributes of the process are reflected in Big Sky’s products. Qualitatively the end product is a truly spherical and lustrous bead. This is in contrast to many other products on the market which exhibit irregular shape and a finish which is comparatively dull and a surface populated with small cracks. These traits are all solid indications of how these products will be graded and how they will perform in service. Additionally, in order for other companies to attempt to get Big Sky’s type of results it would require several more steps in the manufacturing process. Those steps require more time and more infrastructure, all of which equates to more investment and cost to manufacture.

As mentioned, the process allows for greater control over the product output. This gives rise to closer production benchmarks and tolerance control. The significance in the case of proppants is tighter sieve distribution. Where other manufacturers may produce, in any given production run, beads of widely varying size, Big Sky is able to yield beads that are far more uniform in size. Due to the higher performance of tighter sieved products, Big Sky will be highly desired by the industry. Recent Proppant Industry market share shows that while 14% of the market is made up of 20/40, only 1% of the market goes to the wider distributed 30/70. Blue Sky could conceivably provide an exacting single Mesh sized product to a customer, if requested to do so, and respond to that demand within one day. This type of manufacturing adaptability is unheard of in the industry. In the marketplace, a premium will be paid for that combination of product quality, performance and geometry control.

Presently, further development of the process and refining of the end product continues. The Big Sky team has engaged one of the top metallurgical and high temperature R&D firms in the world, MEFOS. Working specifically with slag samples from East Helena, MEFOS is staging a Pilot Plant. This exercise will allow the production site to become operational much more expeditiously and allow for qualitative and quantitative analysis of the product. Working directly with Big Sky’s technology developers, the product and process improves continually.

In order to quantify the physical properties of the Big Sky proppants, samples of the product were sent to an independent lab, PropTester, Inc.

PropTester is highly regarded in the industry for providing accurate and consistent test results and for stringently complying with API Recommended Practices.

The test results are very encouraging showing excellent crush strength across a wide range of Mesh sizes. Repeated Crush Profile test showed a “Good Correlation” rating with samples subjected to closure stresses up to 15,000 lbs. The “Good Correlation” is the highest rating for these types of tests. There is great confidence that the newest generation of Big Sky proppants will test even better than the earlier ones. Conductivity and Specific Gravity tests on the newest products will be scheduled shortly.

Demand Determinants

Demand for sand, gravel, clay, ceramic and refractory minerals is primarily determined by the level of investment in downstream building and construction markets.

Manufacturing markets also use industry products, primarily for the manufacture of concrete and ceramic building products, glass, paper, sanitary ware, abrasives and refractories.

Construction demand

The principal product of this industry is construction grade sand and gravel. An estimated 54.2% of industry revenue is generated from the shipment of construction sand and gravel, while over 90.0% of the volume of total industry production is construction sand and gravel products. Construction sand and gravel is used as aggregate for building and infrastructure construction projects (notably highways and streets) and as an input to concrete and asphalt. Demand is largely determined by federal, state and local government transport infrastructure investment policies. In the past decade, this industry has derived substantial stimulus from federal transportation funding, most notably the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users. Funding from this legislation has since ended, but the introduction of stimulus spending measures focused on infrastructure projects is expected to boost industry revenue in coming years.

The level of residential and commercial construction activity in the United States is also a major determinant of sand and gravel demand and revenue. Changes in construction activity are influenced by housing and nonresidential building investment, prevailing interest rates, public sector capital works spending, population growth and the pace of general economic expansion.

Industrial demand

Demand for industrial-grade sand, known as silica, is determined by growth in production in the downstream manufacturing and heavy industrial markets. Silica is a principal input in glassmaking, foundry, abrasive and many other industrial applications. Growth in demand for silica generally corresponds with movements in the demand for glass across the building, automotive, food and beverages markets.

Demand for clays, ceramics and refractory minerals is principally determined by activity in a range of downstream manufacturing and heavy industrial markets. Kaolin is principally used in the production of paper and refractory products; ball clay is principally used in the production of sanitary ware and ceramic tiles. Common clay and shale are used in the production of building bricks and cement



clinker; fire clay is used for refractories; fuller's earth is used for absorbents; and bentonite is used for a range of applications, including iron ore pelletizing. Demand for clays, ceramic and refractory mineral mining fluctuates in line with general manufacturing activity, building investment and consumer demand.

Construction sector

Supplying materials for use in construction and building products manufacturing generates the largest share of industry revenue. Of this, 54.0% of construction sector sales are generated from the supply of concrete and asphaltic aggregate, 26.0% is used for road base coverings and 12.0% for construction fill in. The remainder is used for other construction uses including snow and ice control, railroad ballast, roofing granules, filtration and golf course maintenance sand. This section has declined in the past five years as construction activity has fallen and other markets, especially oil and gas extraction, have increased purchases of industry products significantly.

Industrial and manufacturing sector

Various manufacturing activities make up the second-largest market for the industry’s products. Industry products are used as glassmaking inputs, foundry sand, inputs for ceramics floors, walls, tiles and fixtures, sanitary ware, pottery, refractories, fillers, extenders, binders, filters, and absorbents, including for pet waste. Demand from this diverse market has remained stable in the past five years.

Oil and gas extraction sector

This new market has arisen in the past decade as hydraulic fracturing, or fracking, was developed to tap into oil and gas deposits in shale rock. Despite its recent arrival on the scene, the oil and gas extraction sector has grown tremendously as a market for industry products in the past five years, becoming the largest buyer of industrial sand.

Abrasives

In the five years to 2020, profit in the industry will remain stable, increasing moderately as demand improves across all downstream markets. Multinational companies, such as 3M and Saint-Gobain, will continue to dominate the industry, as these operators benefit from both economies of scope and scale. Through large-scale procurement contracts, these companies can lower their per-unit purchasing costs for inputs and operate with a competitive efficiency above their competitors'. However, the continued penetration of less expensive imports, into the US abrasives market will limit the degree of price flexibility among the major US manufacturers. For example, countries like China have a comparative cost advantage in manufacturing commoditized, mass-produced paper and cloth coated abrasives due to fewer regulations and lower labor costs. These factors combined with effective cost controls and production efficiencies will allow profit margins to stabilize at an estimated 6.5% of revenue in 2020.



Revenue Outlook For Abrasives

Year

Revenue $ million

Growth %

2016 6,183.5 1.3

2017 6,336.3 2.5

2018 6,508.9 2.7

2019 6,673.6 2.5

2020 6,733.6 0.9

2021 6,886.7 2.3

BSI Financial Opportunity

Because our process can produces all of the products for the industries listed above at a more competitive price than existing processes, the financial opportunities to the BSI are very handsome.

Projections

The capacity configuration of the equipment is now scaled to produce a maximum of 300 tons of product per day, at full production. The limiting factor is the thorough put of the furnace. The remaining proposed downstream equipment is capable of approximately 1000 tons per day, being limited by the forming equipment at the end of the process line. In order to increase output, additional ovens, in parallel, would be added to step up production in 300 tons-per-day increments. Once the business is operational and performing, and the demand is gauged, the plan is to expand the furnace footprint.

From the manufacturing standpoint Big Sky is a 24/7 operation. As a baseline the Company is planning on a 300-day work year. There will be scheduled down time for repairs, preventative maintenance and up grades.

The following table is a summary of revenue projections based upon a 300-day work year and 300 ton/day manufacturing increments. We believe bottom line margins to be between 5% – 7.5% (Table 1)

Financial Highlights



Consolidated Financial 2016



IV. REQUIREMENTS FOR PURCHASERS Prospective Purchasers of the Units offered by this Memorandum should give careful consideration to certain risk factors described under “RISK AND OTHER IMPORTANT FACTORS” section and especially to the speculative nature of this investment and the limitations described under that caption with respect to the lack of a readily available market for the Units and the resulting long term nature of any investment in the Company. This Offering is available only to suitable Accredited Investors, and only Accredited Investors having adequate means to assume such risks and of otherwise providing for their current needs and contingencies should consider purchasing Units. General Suitability Standards The Units will not be sold to any person unless such Prospective Purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that:

a) The Prospective Purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Units;

b) The Prospective Purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Units will not cause such overall commitment to become excessive; and

c) The Prospective Purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the Units.

d) Each person acquiring Units will be required to represent that he, she, or it is purchasing the Units for his, her, or its own account for investment purposes and not with a view to resale or distribution. See “SUBSCRIPTION FOR UNITS” section.

A. Accredited Investors The Company will conduct the Offering in such a manner that Units may be sold only to “Accredited Investors” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”). In summary, a Prospective Investor will qualify as an “Accredited Investor” if he, she, or it meets any one of the following criteria:

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

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

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

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



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

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

g) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Act; and

h) Any entity in which all the equity owners are Accredited Investors.

B. Other Requirements No subscription for the Units will be accepted from any investor unless he/she is acquiring the Units for his/her own account (or accounts as to which he/she has sole investment discretion), for investment and without any view to sale, distribution or disposition thereof. Each Prospective Purchaser of Units shall be required to furnish such information as the Company may be required to determine whether any person or entity purchasing Units is an Accredited Investor.

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

• The success or failure of the Company’s efforts to successfully manage the buying an selling of materials

• The Company’s ability to attract, build, and maintain a customer base; • The Company’s ability to attract and retain quality employees; • The effect of changing economic conditions;

These along with other risks, which are described under “RISK FACTORS” may be described in future communications to members. The Company makes no representation and undertakes no obligation to update the forward looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.

VI. RISK FACTORS Investing in the Company’s Units is very risky. You should be able to bear a complete loss of your investment. You should carefully consider the following factors, including those listed in the accompanying business plan.

A. Risks Related to Our Business: Our industry is vulnerable to global economic conditions, including the slow recovery from the recent recession and the risk of a recession relapse. Our financial results are dependent upon the overall economic conditions in the United States and the European Union. Prolongation of the recovery from the recession could stifle improving customer confidence and adversely affect demand for our products and further adversely affect our business. In addition, uncertainties in Europe regarding the financial sector and sovereign debt and the potential impact on banks in other regions of the



world have continued to weigh on global and domestic growth. Metals industries have historically been vulnerable to significant declines in consumption and product pricing during prolonged periods of economic downturn. Likewise, the pace of construction has historically slowed significantly during economic downturns. Our geographic concentration in the United States exposes us to local market conditions in US regions. Accordingly, the recovery in this industry could take longer than other sectors of the U.S. economy. Although we believe that the long-term prospects for the steel industry and PGM secondary market are strong, we are unable to predict the duration of the depressed economic conditions that could contribute to reduced demand for our products and services. Future economic downturns or a prolonged period of slow growth or economic stagnation could materially and adversely affect our business, results of operations and financial condition. Our industry is cyclical, and prolonged periods of slow economic growth could have a material adverse effect on our business, results of operations and financial condition. Our business supports cyclical industries such as commercial, residential and government construction, automotive emissions systems, and original equipment manufacturing. We may experience significant fluctuations in demand for our products from these industries based on economic conditions, energy prices, consumer demand and decisions by governments to fund infrastructure projects such as highways, schools, bridges and buildings. As a result of the volatility in the industries we serve, we may have difficulty increasing or maintaining our level of sales or profitability. Our business, results of operations and financial condition would be adversely affected if the industries we serve suffer a prolonged downturn or anemic growth. Rapid and significant changes in the price of metals could adversely impact our business, results of operations and financial condition if not properly hedged. Prices for most metals in which we deal have experienced increased volatility over the last several years, and such increased price volatility impacts us in several ways. Some of our operations, such as our fabrication operations, may benefit from rapidly decreasing steel prices as their material cost for previously contracted fixed price work declines. Sudden increases could have the opposite effect. Forward sales of PGM will also benefit our margins if there is a drop in PGM prices, while a rise in PGM prices would have the opposite effect. Overall, we believe that rapid substantial price changes are not to our industry's benefit. Our customer and supplier base would be impacted due to uncertainty as to future prices. Thus we will attempt to hedge the commodity prices via the futures markets in an effort to achieve a consistent spreads and/or gross margins. Failure by the Company to successfully deploy an effective hedging strategy could have a material adverse effect on the Company and its financial results. We may have difficulty competing with companies that have a lower cost structure or access to greater financial resources. We compete with regional, national and foreign manufacturers and traders. Consolidation among participants in the manufacturing and recycling industries has resulted in fewer competitors but several which are significantly larger than us. Some of our larger competitors have greater financial resources and more diverse businesses than us. These companies may have a lower cost structure, more operating flexibility and consequently may be able to offer better prices and more services than we can. There is no assurance that we will be able to compete successfully with these companies. Any of these factors could have a material adverse effect on our business, results of operations and financial condition. Information technology interruptions and breaches in data security could adversely impact our business, results of operations and financial condition. We rely on computers, information and communications technology and related systems and networks in order to operate our business, including storage of sensitive data such as intellectual property, our own proprietary



business information and that of our customers, suppliers and business partners and personally identifiable information of our employees. Increased global information technology security requirements, vulnerabilities, threats and a rise in sophisticated and targeted computer crime pose a risk to the security of our systems, networks and the confidentiality, availability and integrity of our data. Our systems and networks are also subject to damage or interruption from power outages, telecommunications failures, employee error and other similar events. Any of these or other events could result in system interruption, the disclosure, modification or destruction of proprietary and other key information, legal claims or proceedings, production delays or disruptions to operations including processing transactions and reporting financial results and could adversely impact our reputation and our operating results. We proactively address these concerns and have implemented internal controls and security measures to protect our systems and networks from security breaches. However, there can be no assurance that a system or network failure, or security breach, will not impact our financial condition and operating results. Unexpected equipment failures may lead to production curtailments or shutdowns. Interruptions in our production capabilities would adversely affect our production costs, steel available for sale and earnings for the affected period. Our manufacturing processes are dependent upon critical pieces of steel-making equipment, such as our furnaces, continuous casters and rolling equipment, as well as electrical equipment, such as transformers. This equipment may, on occasion, be out of service as a result of unanticipated failures. We have experienced, and may in the future experience, material plant shutdowns or periods of reduced production as a result of such equipment failures. In addition to equipment failures, our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. In regards to PGM, the aforementioned interruption would be downstream from us. However, it would have a slowing effect on our volume and thus our profitability. Hedging transactions involve counterparty risk and may expose us to losses or limit our potential gains. Our product lines and worldwide operations expose us to risks associated with fluctuations in foreign currency exchange rates, commodity prices and interest rates. As part of our risk management program, we use financial instruments, including metals commodity futures, natural gas forward contracts, freight forward contracts, foreign currency exchange forward contracts and interest rate swap contracts. While intended to reduce the effects of the fluctuations, these transactions may limit our potential gains or expose us to losses. If our counterparties to such transactions or the sponsors of the exchanges through which these transactions are offered, such as the London Metal Exchange or Chicago Mercantile Exchange, fail to honor their obligations due to financial distress, we would be exposed to potential losses or the inability to recover anticipated gains from these transactions. We enter into the foreign currency exchange forward contracts as economic hedges of trade commitments or anticipated commitments denominated in currencies other than the functional currency to mitigate the effects of changes in currency rates. These foreign exchange commitments are dependent on timely performance by our counterparties. Their failure to perform could result in our having to close these hedges without the anticipated underlying transaction and could result in losses if foreign currency exchange rates have changed. Health care legislation could result in substantially increased costs and adversely affect our workforce. Recently enacted health care mandates may cause us to evaluate the scope of health benefits offered to our workforce and the method in which they are delivered, and increase our and our employees' costs. If we are not able to offer a competitive level of benefits, our ability to hire and retain qualified personnel may be adversely affected. Higher health care costs may result in (i) an inability to reinvest sufficient capital in our operations, (ii) an inability to sustain dividends, (iii) inability to attract lenders in the future could impede the Company’s growth and (iv) an increase in the cost of capital, all of which may have a negative effect on the price of our Common Units.



The Company is Still In Its Early Stages. The Company is a startup company. There can be no assurance that the Company will be able to continue its growth plans in the timeframes estimated by management. Company may need additional future funding to continue their measured growth strategy. Investment in an early stage company such as Company is inherently subject to many risks, and investors should be prepared to withstand a loss of their investments. The Company only has a limited management track record and limited operating history upon which investors may base an evaluation of performance; therefore, it is still subject to all the risks incident to the creation and development of a new business. The Company plans to conduct closings of sales of Membership Units as subscriptions are received. If less than $14,000,000 is received from the sale of Preferred Units, the Company projections herein may need to revised downward. Intense Competition Some of the Company’s principal competitors may have lower cost of funds and greater financial resources than those available to the Company and thus in a better position to attract talent, attract vendors, and underwrite leases. The company could fail to execute some or all of its business strategies. Failure to execute the business plan could cause the “core business concept” to have substantially less revenue generating power. Failure to obtain revenues, or the need to alter the business model could negatively affect the Company’s financial results. Failure to Attract or Retain Key Personnel and Maintain Industry Relationships. The success of Company depends heavily upon the skill, expertise and efforts of Management. Should these individuals cease to participate in the management of Company for any reason, the investment results of the Company may be substantially adversely affected. The Company does not currently maintain “key man insurance.” The loss of key personnel may disrupt the business causing it to lose focus, momentum, and customers. These adversities could potentially lead to administrative insolvency. The Company could fail to deploy capital. Revenue growth is dependent upon strong industry relationships with the brokerage community. Failure to properly alert our network to our ability to underwrite leases could lead to slower than expected deployment of capital, which could adversely affect the Company’s operations and financial results. Counter Party Failure to Deliver Physical Material If there is a failure to deliver large amount of material by our trading partners, this would result in direct unhedged commodity exposure which could adversely affect the Company’s financial results. If substantial, could lead to loss of working capital and/or potential insolvency. Though the Company has put in place safe guards and capital requirements that its trading partners must meet, there is no assurance that these safe guards will be sufficient to protect the Company from the aforementioned counter party risk.



Management May Misjudge Market Opportunities. While management believes that it has historical and track record evidence to support the business plan, it is always possible that management may misjudge market opportunities. Legal and Judicial Proceedings The Company may be subject in the normal course of business to judicial and administrative proceedings, either as plaintiff or defendant, which could interrupt/distract the Company’s operations and its Management. any adverse outcome in such proceedings could harm our operations financial results, create negative publicity, which could damage our reputation, and competitive position. Our growth and future financial performance depends significantly on our ability to manage commodity risk and our ability to hedge the managed buying and selling of material. There is no guarantee that there will be able to sell all or a portion of our portfolio. Though the markets we participate in are very active, unforeseen global events could have an impact on the liquidity of the markets we participate in. Once again the Company has safe guards in place to address most risks, there is no assurance that such safe guards will be sufficient to address every potential risk. A public relations crisis could hamper the Company’s ability to maintain existing and/or attract new business. It is possible that an unforeseen event, either of our own making, or otherwise, could cause a public relations crisis. Such events, in other companies, have consumed management’s time and attention, and involved substantial spending to counter negative “PR” and legal challenges. If such a “PR” crisis were to emerge, the Company’s plans for expansion could be delayed, or withdrawn. Potential and current common equity values could fail to meet membership expectations. In an extreme case, such occurrences could lead to a general business failure.

B. Risks Related to this Offering The Company is effectively controlled by its Managing Members (needs to be defined and disclosed) and Management, which may limit your ability to influence membership matters. Upon completion of this offering, Management or Management controlled entities will own 6,000,000 Common Units on a fully diluted basis, or 60% of the fully diluted Common Units. As a result, Management will have the sole influence in the election of directors and approval of significant corporate transactions. This concentration of ownership may also delay, defer or prevent a change in control of our company and some transactions may be more difficult or impossible without the support of these members. The Company may need to raise additional financing in the future to fund continued growth, and such financing will depend on numerous factors, such as, credit environment and equity market environment. If The Company raises additional funds through the issuance of equity or convertible debt securities, it will reduce the percentage ownership of all our members with the exception of Preferred Unit Members who hold warrants sold herein; said warrants are protected by anti-dilution provisions. The Company cannot assure you that additional financing will be available on terms favorable to the Company, if at all. The terms of securities The Company issues in the future could also impose restrictions on our operations. If adequate funds are not available or are not available on acceptable terms, our ability to take advantage of acquisition or unanticipated opportunities could be negatively affected.



You will be relying on the judgment of Management regarding the use of proceeds from this transaction. Company will use the net proceeds for deployment into metals and assets backed transactions with attractive economics included in the business summaries included herein. If the environment in which the Company operates change, Management may need to make adjustments to planned deployment of capital in order to reach the objectives set by the Board of Managers. Consequently, Management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of Management regarding the application of the proceeds. Management will have the ability to apply the proceeds of this offering as it deems appropriate without Preferred Units approval, but must adhere to the financial controls and operating agreement of the Company. The Company has solely determined the price of the Membership Units. There is no present market for the Membership Units. The Company has set the price of the Membership Units with reference to the general status of the securities market and other relevant factors. The offering price for the Membership Units should not be considered an indication of the actual value of the Membership Units, but has been set with several factors being considered, including, but not limited to, the value of our long term contracts, the revenue and profits the company currently has, and comparable companies to ours. The Company cannot assure, in any way whatsoever, that the Membership Units could be resold by you at the offering price or at any other price. There is no public market for our securities and there will be restrictions on the transferability of our membership units. There is currently no public market for any of our securities. The Company cannot assure, in any way whatsoever, that any such public market will ever develop. Moreover, even if a public market were to develop, any sale of Preferred Units may be made only pursuant to an effective registration statement under federal and applicable state securities laws or exemptions from such laws. Risks Associated With Financial Projections The financial projection discussion of the Company included in this Memorandum is based upon assumptions that the Company believes to be reasonable. Such assumptions may, however, be incomplete or inaccurate, and unanticipated events and circumstances may occur. For these reasons, actual results achieved during the periods covered may be materially and adversely different. Even if the assumptions underlying the Company’s plans prove to be correct, there can be no assurances that the Company shall not incur substantial operating losses in attaining its goals. The Company’s plans are based on the expectation that existing consumer demand for intellectual properties, projects, products, services shall continue. However, there can be no assurances that the Company’s objectives shall be realized if any of the assumptions underlying its plans prove to be incorrect. Restrictions on Transfer of Securities Investors shall own unregistered securities comprising a minority interest in a privately held company. The Preferred Units may not be transferable under certain state securities laws, which require registration or qualification. In such cases, the subscribers desiring to dispose of Preferred Units must deliver to the Company an opinion of counsel satisfactory to the Company to the effect that the proposed disposition of Membership Units shall not violate the registration or qualification requirement of relevant state securities law. The Subscription Agreement also provides that a member seeking to sell of Preferred Units must first offer them to the Company which has the right of first refusal prior to the Preferred Units being sold.



Because of potential restrictions on transferability of Preferred Units, and the fact that no trading market exists or is expected to develop for the Preferred Units, holders of the Preferred Units are not likely to be able to liquidate their investments or pledge the Preferred Units as security on a loan in the event of an emergency. Thus, the Preferred Units should be considered only as a long-term investment. There can be no assurances that the Company shall be able to effect a public registration of its Preferred Units, as its present level of business does not merit public ownership. In order to effect value from a public offering, a suitable underwriter must be located and a public market must be maintained following such offering. Typically, in an initial public offering existing members are not permitted to sell their Preferred Units in such an offering, and are frequently required by the underwriter to “lock-up” their Preferred Units for a period of time thereafter. Best Efforts Offering The Units are offered on a “best efforts” basis by the Managing Members of International Metals Trading without compensation and on a “best efforts” basis through certain FINRA registered broker-dealers, which enter into Participating Broker-Dealer Agreements with the Company. The Management of the Company and/or entities that Management has an interest may have ownership in such Participating Broker-Dealers. Accordingly, there is no assurance that the Company, or any FINRA broker-dealer, will sell the maximum Units offered or any lesser amount. Legal Matters The Company is not a party to any material pending legal actions or proceedings, and the Company is not aware that any such actions are likely to be initiated in the near future. Absence of Merit Review Investors are cautioned that these securities have not been registered under the Securities Act and any state review by the securities administrators in some states in which interests may be offered and sold is limited to the form and compliance with certain disclosure requirements. No state authority has reviewed the accuracy or adequacy of the information contained herein nor has any regulatory authority made a merit review of the pricing of this Offering, the percentage of membership units offered to Investors, or the compensation paid to officers or directors or other corporations under their control, and any dilutive factors therefrom. Therefore, Investors must recognize that they do not have all the protections afforded by securities laws to register or qualify offerings in states with merit reviews, and must therefore judge for themselves the adequacies of the disclosures, the amounts of compensation, the pricing, dilution and fairness of the terms of this Offering without benefit of prior merit review by authorities. Risks Associated with Forward-Looking Statements Included in this Memorandum This Memorandum contains certain forward-looking statements regarding the plans and objectives of management for future operations, including plans and objectives relating to the development of the Company’s business. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based on a successful execution of the Company’s business strategy and assumptions that the Company shall be profitable, that the market for products or services shall not change materially or adversely, and that there shall be no unanticipated material adverse change in the Company’s operations or business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and business decisions (most of which are beyond the control of the Company), are difficult or impossible to predict accurately. Although the Company believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. As a result, there can be no assurance that the forward-looking statements included in this Memorandum shall prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be



regarded as a representation by the Company or any other entity that the objectives and plans of the Company shall be achieved. Note: In addition to the above risks, businesses are often subject to risks not foreseen or anticipated by Management.

VII. USE OF PROCEEDS The Company seeks to raise minimum gross proceeds of $2,000,000 and maximum gross proceeds of $14,000,000 from the sale of Units in this Offering. The Company intends to apply these proceeds substantially as set forth herein, subject only to reallocation by Management in the best interests of the Company.

A. Sale of Equity

Category Maximum Proceeds

Percentage of Total Proceeds

Minimum Proceeds

Percentage of Proceeds

Proceeds from Sale of Units $14,000,000 100% $2,000,000 100%

B. Offering Expenses & Commissions



Minimum Proceeds


Offering Expenses (1) $140,000 1% $20,000 1%

Brokerage Commissions(2) $1,260,000 9% $180,000 9%

Total Offering Fees $1,400,000 10% $200,000 10%

C. Corporate Application of Proceeds



Minimum Proceeds


Hedging Account: $3,500,000 25.00% $ 500,000 25.00%

Trading Account: $7,560,000 54.00% $1,080,000 54.00%

Marketing: $210,000 1.50% $ 30,000 1.50%

Equipment & Infrastructure: Corporate Expenses (1st Yr.):

$700,000 $630,000

5.00% 4.50%

$ 100,000 $ 90,000

5.00% 4.50%

Total Corporate Use $12,600,000 90.00% $1,800,000 90.00%

D. Total Use of Proceeds



Minimum Proceeds


Offering Expenses & Commissions

$ 1,400,000 10% $ 200,000 10%

Corporate Application of Proceeds

$12,600,000 90% $1,800,000 90%

Total Proceeds $14,000,000 100% $2,000,000 100%



Footnotes: (1) It is important to note that the Trading & Hedging account shall always be a neutral account when offset against gross margins. Simply put the Trading & Hedge account is a zero sum account that will seek to achieve a fixed margin and help manage commodity exposure. (2) Includes estimated memorandum preparation, filing, printing, legal, accounting and other fees and expenses related to the Offering. (3) This Offering is being sold by the Managing Members of the Company. No compensatory sales fees or related commissions will be paid to such Managing Members. Registered broker or dealers who are members of the FINRA and who enter into a Participating Dealer Agreement with the Company may sell units. Such brokers or dealers may receive commissions up to nine percent (9.00%) of the price of the Units sold.

VIII. MANAGEMENT At the present time, four individuals are actively involved in the management of the Limited Liability Company. The Member Managers are:

• Joseph Kalinowski, CFA – Executive Director – Trade Desk Operations • Ian Parker - Executive Director – Finance • Ned Moulton - Director –Strategic Planning • Giacomo Abrusci –Director – Steel Fabrication and Related Products

Joseph Kalinowski, Executive Director – Trade Desk Operations Most recently, Mr. Kalinowski was a Managing Partner of JSK Partners of New York LLC, a registered investment advisor, which not only advised investors on asset allocation and manager selection, but made investments on behalf of its clients into private direct investment opportunities. He assisted in the sale of JSK Partners of New York, LLC RIA to J. Streicher & Co., one of the oldest firms on the New York Stock Exchange. As a part of this mandate, Mr. Kalinowski spearheaded a capital infusion into International Metals Trading, LLC, a company in the business of acquiring Spent Cats and Substrate for resale to BASF. Mr. Kalinowski’s responsibilities included (i) management of a network of brokers, (ii) management of a de-canning facility, (iii) tracking and reconciling purchases and sales, (iv) management of the forward sale contract and other hedges, (v) cash flow management, (vi) budgeting and (vii) pricing buys. 20 years ago, Mr. Kalinowski joined I/B/E/S (Institutional Broker’s Estimate System), a global equity research firm where he developed proprietary forecasting models based on analyst corporate earnings sentiment resulting in the first published consensus earnings report. In 2000, Thomson Financial purchased I/B/E/S at which time Mr. Kalinowski was promoted to Senior Equity Strategist and was responsible for the integrity of all research and documents produced by his department. During his tenure at Thomson, he developed numerous products based on his research, including Aggregate Data Points and Monthly Comments, establishing himself as a resource to buy- and sell-side institutions globally. Mr. Kalinowski’s expertise in earnings forecasting and macro analysis has resulted in advisory engagements for institutional investors as well as members of the Federal Reserve Board regarding the sentiment of analysts, corporate earnings analysis, and quantitative modeling. Mr. Kalinowski has appeared on CNBC, CNN, Bloomberg, Reuters and Nightly Business Report. His work has been cited in Forbes, Business Week, Financial Times, Barron’s, The Wall Street Journal, The New York Times, Reuters, Bloomberg, USA Today, New York Post and the Dow Jones News Wire. Mr. Kalinowski has also authored articles published in Global Investor, Buyside Magazine and The Street.com. Mr. Kalinowski has been active in funding and consulting with many local businesses including logistics companies, recycling and waste management companies and broker dealers. Currently Mr. Kalinowski advises companies in the precious metals recycling sector and manages all hedging strategies for the largest companies in the industry. He coordinates directly with the largest refiners, miners and construction companies in the world.



Mr. Kalinowski graduated from Hofstra University, where he earned his Bachelor’s of Business Administration with a major in Finance and Banking. He has done graduate work in economics at Baruch College. He is a member of the CFA Institute and the New York Society of Securities Analysts (NYSSA). Mr. Kalinowski was awarded the Chartered Financial Analyst (CFA) designation in 2001. Ian Parker, Executive Director In late 1998, Mr. Parker started his career as an M&A consultant working in Eastern Europe, focused primarily in Poland, Hungry, Croatia, Romania, Bulgaria, and Ukraine. During a three-year time frame Mr. Parker successfully assisted with M&A transactions in a variety of industries, including telecommunications, manufacturing, consumer products, and industrial materials. In late 2001, Mr. Parker co-founded Advanced Practice Management Consulting, LLC, which provides outsource billing and IT services to medical clinics. With his partners Bret and Susan Hedges, Advanced Practice Management at its peak processed roughly $30 million of insurance claims a year. Mr. Parker served as an Investment Banker for Harborview Capital Partners, LLC in 2003 thru 2005 where he completed several PIPE transactions in a variety of industries, including defense (Tier 3), biotech, software, and finance. In 2005 Mr. Parker took Air Industries Group, Inc. public through reverse merger and facilitated the raising of $18 million. This stock was taken public for $ .22 and as of this writing currently sits at $8.72. Following this successful raise, Mr. Parker left Harborview in late 2005 and helped establish a railcar leasing company, which was later sold. Mr. Parker has served as interim CFO for three company restructurings over the years. Mr. Parker Joined JSK Partners of New York in 2010, where he helped build out a proprietary equipment leasing fund for high net worth investors. In 2014, he assisted in the sale of JSK Partners of New York, LLC (a RIA) to J. Streicher & Co., the oldest DMM firms on the New York Stock Exchange. Since the sale of JSK to J. Streicher, Mr. Parker has focused on running his family office and most recently helped develop the precious metal buy/sell program (International Metals Trading, LLC). Mr. Parker’s experience in corporate structure, financial planning, corporate governance and strategic planning bring a unique skill set to the business that his family office invest in. Mr. Parker graduated Magna Cum Laude from Long Island University with a Bachelor of Business Administration degree with a major in Banking and Financing. Ned Moulton, Director – Strategic Planning Ned has over 25 years of expertise in the financial industry. In addition to investment banking experience, Ned has a background in credit, investment advisory and principal investing. He started his career at Bank of New York, structuring and implementing credit facilities required for recapitalizations, LBOs and working capital for Fortune 1000 companies. Between 1992 and 2001, he was the managing partner of EAM Investment Corp. – an entity that structured, arranged or advised on equity transactions for early and venture-staged companies. In short order, Ned and the company’s founder successfully sold the business to a publicly traded company. In 2001, Ned joined Guggenheim Partners in a capital-raising role for its burgeoning proprietary funds and new businesses that it was forming at the time. He was then tapped to run the business development effort for Guggenheim Investment Advisors. After leaving in 2011, Ned founded Strynco LLC, an advisor to operating businesses on the small end of the middle market as well as a few select investment funds. Ned received his B.A. in Government from Dartmouth College. During his career, he has been on the boards of several privately held companies including Aliph (original corporate name of Jawbone), Farmaesthetics and Boxer Learning. Giacomo Abrusci, Director – Steel Fabrication Mr. Abrusci has 15 years’ experience in the reinforcing steel fabrication business. He started his career with Resteel Steel Supply Company in 1999. Under the direct tutelage of the owner, he was tasked with studying the inner workings of Victory Steel (the most efficient operation of the Resteel Family of Companies). In 2000 he was groomed by the then GM of Vicotry Supply Company and was trained in every key department of the operations (engineering, estimating, detailing, operations, production, and customer service). In 2001 he was transferred to CFS Steel Company, the Tri-State subsidiary of Resteel. CFS was a newly acquired entity of



Resteel and Giacomo had the benefit and privilege to be mentored by the prior owner who was one of the most respect names in rebar fabrication in the North East. In 2005-2007 he served as operations manager of CFS Steel Company. During his tenor, the former owner of CFS had decided to retire and selected Mr. Abrusci to head up regional sales. During this time, he oversaw the complete rebuild of the New York fabrication facility and created all new sales and customer service processes. He and his team grew sales from $50 to $100 million in the last four years. He and his team tripled the client base and developed entirely new markets that CFS had never serviced including non-union, civil, and public works. Mr. Abrusci’s leadership amongst his team is exemplified by the fact that the core team has joined him at IMT Steel, LLC. Mr. Abrusci is currently on the Board of Directors of the Concrete Reinforcing Steel Institute and also serves as East Coast Chair and the Vice Chair of the Local New York Chapter. He is also a respected member of Cement League, Concrete Industry Board, and General Contractor Association. Mr. Abrusci’s and his team fortify the IMT Steel operations with their successful track record.

IX. MANAGEMENT COMPENSATION There is no accrued compensation that is due any member of Management. Each Manager will be entitled to reimbursement of expenses incurred while conducting Company business. Each Manager may also be a member in the Company and as such will share in the profits of the Company when and if revenues are disbursed. Management reserves the right to reasonably increase their salaries assuming the business is performing profitably and Company revenues are growing on schedule. Any augmentation of these salaries will be subject to the profitability of the Business and the effect on the Business cash flows. Current and projected Management salaries for the next 12 months are:

Joseph Kalinowski, CFA Current: $120,000 annualized salary payable monthly Projected 12 months: $120,000 annualized salary payable monthly

Ian Parker Current: $120,000 annualized salary payable monthly Projected 12 months: $120,000 annualized salary payable monthly

Ned Moulton Current: $75,000 annualized salary payable monthly Projected 12 months: $75,000 annualized salary payable monthly

Giacomo Abrusci Current: $120,000 annualized salary payable monthly Projected 12 months: $120,000 annualized salary payable monthly

X. BOARD OF ADVISORS The Company has established a Board of Advisors, which includes highly qualified business and industry professionals. The Board of Advisors will advise the Management team in making appropriate decisions and taking effective action. However, the Board of Advisors will not be responsible for Management decisions and has no legal or fiduciary responsibility to the Company. Currently there are five members on the Board of Advisors: George Lucas, Special Advisor Platinum Group Metals George Lucas is a partner in 366 International. 366 International is one of the largest global purchasers and processors of recycled catalytic converters for the recovery of precious metals. 366 International is also the North American sales arm for Mairec Precious Metals US. Prior to 366 International, George was the Senior Vice President for Rebuilders Automotive Supply. Rebuilders Automotive Supply has been in business for over 4



years and specializes in supplying Automotive Cores to the Remanufacturing Industry. RAS is also one of North America’s largest buyers and processors of catalytic converters. George headed up all New Business Development programs for RAS and concentrated on developing and maintaining OE and Tier One remanufacturing relationships. In addition to his new business development role, George managed the Catalytic Converter Division for RAS. Prior to his position at RAS, George has held ownership and senior level positions in the Plastics Manufacturing Industry and the Investment Banking Industry. He is also a US Army Veteran, CPT(retired). George is a frequent guest speaker at industry events and conferences such as ARA, APRA, IPMI (International Precious Metal Institute) and the Annual Hollander Summit. Gary A. Miller, Special Advisor Base and Precious Metals Mr. Miller is senior financial, commercial, trading, and management executive in the metals, manufacturing and trading industries. He has strong banking, brokerage, supplier and customer relationships, both domestic and international and both public and private. His experience operating in setting up trading and commercial departments makes him an invaluable advisor to International Metals Trading. Mr. Miller lead a successful Chapter 11 reorganization of major USA mining company (ASARCO LLC). During this time Worked with 3 CEO’s, 6 Board of Directors, 3 CFO’s, Lehman Bros. and Baker Botts counsel to work out of the Chapter 11 and paid 100% to creditors in one of the most complicated and long standing bankruptcies in history. Revenue during the 4 years in Chapter 11 was grew to $5.5 billion of refined products. He managed the business and customer/supplier base through strikes and facility interruptions. Mr. Miller develop cash flow and commercial systems to manage operations and link to financial reporting system. He directed procurement of concentrates, blister, scrap and cathode from domestic and international sources. He coordinated with the operating plants as to production, Quantities and qualities of raw materials necessary to obtain efficient operations. His team was responsible for selling of reverts and deleterious by-products. He directed implementation of new commercial software package. He directed sales and marketing for the various facilities which included copper smelters, refineries, rod and cake plants for over 10 metals and minerals. He Coordinated and made direct sales into the European and Asian markets. He was also a member of acquisition team with Directors, CFO and senior executives on $2 billion hostile takeover of Asarco Inc. and Southern Peru Copper Co. Mr. Miller is skilled in cash management, inventory financing, commodity and financial hedging, logistics, materials procurement, strategic planning, acquisitions and business plan development, financial statement preparation and analysis, establishment of credit policies, sales administration systems and management of MIS departments. He has been Member of Board of Directors and director of various Executive Committees, including development and implementation of creative strategies and cost reduction plans. He has major CPA firm experience. Mr. Miller currently is the President and CEO of Petromet, LLC where he directed all USA Commercial Operations for Grupo Mexico and subsidiaries, encompassing a Mexican public company and USA Public Company. This represented over 50% of Grupo’s revenue base. He has helped expanded company introducing several new products growing revenue from $75 Million annually to over $2.5 billion in 5 years. Andrew B. Weisman, Special Advisor Risk Management Andrew B. Weisman is a Managing Director of Morgan Stanley and Global Head of Risk & Insurance Management with responsibility for global insurance procurement, management of several proprietary captive insurance companies and oversight of various operational risk management policies. Andrew joined the Firm in 1993 as an Assistant Vice President in Risk & Insurance Management and served in a variety of roles in the department with increasing responsibility throughout his 20+ years with the Firm. He was promoted to Vice President in 1995, Executive Director in 1999 and named a Managing Director in 2010. Andrew has been leading the function since 2006



Previously, Andrew worked for Shearson Lehman Brothers and Federated Department Stores, also in Risk Management capacities. Andrew earned a B.S. in Business Administration and a B.S. in Health Care Administration from Alfred University in 1985 Andrew also earned his Chartered Property and Casualty Underwriter (CPCU) and Associate in Risk Management (ARM) designations. John Dolan, Special Advisor Intellectual Property and Trade Secrets Mr. Dolan has over 20 years of experience in legal and business consultation. Currently an independent consultant for emerging companies in the clean technology and medical technology industries, Mr. Dolan spent a large part of his career as an attorney and shareholder in Fredrikson & Byron’s Intellectual Property Group where he was the co-chair of Fredrikson & Byron’s Cleantech Group. Mr. Dolan provides legal and business consultation in projects related to intellectual property preparation and prosecution; technology transfer and licensing; IP due diligence in mergers, acquisitions and investments; product clearance analysis and opinions; business plan development; corporate set-up and structure strategies; and patent litigation. Mr. Dolan has also assisted entrepreneurs in the formation and development of new companies; provided target identification and negotiation services related to venture funding, strategic partnering, licensing, and merger and acquisitions; and provided consultation related to the manufacture and commercialization of new products.

XI. DILUTION The Purchasers of the Convertible Preferred Units offered by this Memorandum will experience an immediate and substantial dilution of their investments. There are 12,000,000 authorized units of the Company of which 6,000,000 Common Units are currently issued and outstanding with an additional 500,000 Common Units unissued but reserved for key Company relationship now or in the future. Net tangible book value per unit of ownership is equal to the Company’s total tangible assets less its total liabilities, divided by the total number of outstanding units of ownership. Upon completion of this Offering, the net tangible book value for the Units, which are now outstanding, will be increased. Converting Preferred Units to Common Units will result in immediate dilution to the investors. “Dilution” is determined by subtracting the net tangible book value per Common Unit after the Offering from the Offering price. This should be carefully considered prior to election to convert Preferred Units.

XII. CAPITALIZATION TABLE & DILUTION Purchasers of Series A Convertible Preferred Membership will have liquidation preferences over common membership.

CAPITALIZATION

The Company has authorized 12,000,000 Common Units, par value $0.001 per unit. As of this offering, the Company has 6,000,000 Common Units outstanding, 500,000 Common Units reserved for issuance, and 10,000,000 Common Units on a fully diluted basis if the entire offering is sold and all Preferred Units were converted. The Company reserves the right to issue an additional 1,000,000 Common Units at the discretion of the Board of Managers for attracting and retaining talent the Company needs to continue its growth. No more Common Units or warrants to purchase Common Units can be issued without the approval of a Majority of the holders of the Preferred Units. The following is a brief summary of certain terms and provisions of the capital membership units of the Company. Such summary does not purport to be complete and is qualified in all respects by reference to the actual text of the Company’s Operating Agreement, and to applicable law.



Common Units The holders of Common and Preferred Units are entitled to one vote for each Common or Preferred Unit on all matters (Preferred shall vote on an as-converted basis). There is no cumulative voting for the election of directors. Common Units are entitled to receive ratably such distributions as may be declared by the Board out of funds legally available therefore. Holders of Common Units are entitled to share ratably in the net assets of the Company upon liquidation or dissolution after payment or provision is made for all liabilities and the preferential liquidation rights of any of the Preferred Units then outstanding. The holders of Common Units have no pre-emptive rights to purchase any units of any class of units.




Capitalization Table

Common Units JSK Capital, LLC 5,100,000 Bearing Circle Enhanced Yield, LLC 250,000 PFH, LLC 400,000 Blue Bridge Funding I, LLC 200,000 Sextant Lease Capital, LLC 50,000

Reserved for Key Employees, Agents, Etc. 500,000

Total 6,500,000

Convertible Preferred Units

Preferred Units 3,500,000

Total Common Fully Diluted with Conversion of Preferred 10,875,000

* Note the fully diluted Common could be as much as 12,000,000 Units if the Board was to issue all reserved Units for Company growth.

XIII. MEMBERSHIP UNIT OPTION AGREEMENTS The Company has not entered into option agreements at this time. However, the Company has reserved 1,000,000 Units at a strike of $4.00 for issuance of either warrants or options. This will be used at Management’s discretion to attract and retain key parties to the Company.

XIV. LITIGATION The Company is not presently a party to any material litigation, nor to the knowledge of Management is any litigation threatened against the Company, which may materially affect the business of the Company or its assets.

XV. DESCRIPTION OF UNITS The Company is offering a minimum of 500,000 and a maximum of 3,500,000 Preferred Units at a price of $4.00 per Unit, $.001 par value per unit. Upon completion of the Offering between 7,000,000 and 11,000,000 Common Units will be outstanding on a fully converted basis. The units of ownership are equal in all respects, and upon completion of the Offering, the units will comprise the only representation of ownership that the Company will have issued and outstanding to date, upon close of the Offering. Each member is entitled to one vote for each unit held on each matter submitted to a vote of the members. Units are redeemable and have conversion rights. The Units currently outstanding are, 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 legally available for distribution to the members will be distributed ratably among such members in proportion to their units. Members are only entitled to profit distributions proportionate to their units of ownership when and if declared by the Managing Members out of funds legally available therefore. The Company to date has not given any such profit distributions. Future profit distribution policies are subject to the discretion of the Managing Members and



will depend upon a number of factors, including among other things, the capital requirements and the financial condition of the Company. Common Units

Under the Issuer’s Operating Agreement, we are authorized to issue 11,000,000 Common Units. After this offering, the Principal Unitholders expect to own sixty percent (60.0 %) of the Common Units of the Issuer on a fully diluted basis. Holders of the Common Units are entitled to one vote per each share held and have the sole right and power to vote on all matters on which a vote of stockholders is taken. Holders of Common Units are entitled to receive dividends when, as and if declared by the Board of Managers, out of funds legally available therefore and to share pro rata in any distribution to stockholders. Upon liquidation, dissolution, or winding up of the Issuer, the holders of the Common Units are entitled to receive the net assets of the Issuer in proportion to the respective number of Units held by them after payment of liabilities which may be outstanding. The outstanding Units of Common Units are fully paid and non-assessable. Until the Preferred Units are either converted or redeemed in their entirety, the Common Units will not be entitled to receive any distributions and shall only be entitled to distributions on a liquidation, dissolution or winding up, after the holders of the Preferred Units are paid in full.

Preferred Units

We are authorized to issue up to 3,500,000 Preferred Units. If the maximum amount of securities offered hereby is purchased, we expect to issue 3,500,000 of such Preferred Units. Each Investor in our Preferred Units must be an “Accredited Investor” within the meaning of the Securities Act of 1933 in order to be eligible to receive these Securities.

Dividend Provisions

Dividends on the Preferred Units would be cumulative and accrue, in preference to any dividend on Units of the Common Unit, at a rate determined by the Board of Managers on an annual basis (but not less then 3% per annum) of the Original Purchase Price, compounded quarterly. Dividends on the Preferred Units would be payable upon a Deemed Liquidation Event or upon conversion or redemption. For any other dividends or distributions, participation of the Preferred Units shall be pari passu with the Common Units on an as-converted basis.

Liquidation Preference

Upon the occurrence of any (i) liquidation, dissolution or winding up of the Company, (ii) a merger or consolidation (other than one in which Unitholders of the Company own a majority by voting power of the outstanding Units of the surviving or acquiring corporation), or (iii) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company (the events described in the foregoing clauses (ii) and (iii) are each referred to herein as a “Deemed Liquidation Event”), the holders of the Preferred Units would receive an amount per Preferred Unit, in preference to the holders of the Common Unit, equal to the Original Purchase Price, plus accrued but unpaid dividends on each Unit of the Preferred Units. Thereafter, the Preferred Units would participate with the Common Units on an as-converted to Common Unit basis..

A merger, acquisition, sale of voting control, or sale of substantially all of the assets of the Company in which the Unitholders of the Company do not own a majority of the outstanding Units of the surviving corporation shall be deemed to be a liquidation.

Protective Provisions

For so long as any Units of the Preferred Units remain outstanding, consent of at least a majority of the Preferred Units shall be required for any modification which, whether directly or through any merger, recapitalization, or similar event, that:

(i) Changes the rights, preferences, or privileges of the Preferred Units;

(ii) Increases or decreases the number of authorized Units of Common or Preferred;

(iii) Creates (by reclassification or otherwise) any new class or series of Units having rights, preferences, or privileges senior to or on a parity with the Preferred Units;



(iv) Results in the redemption or repurchase of any Units of Common Units (other than pursuant to equity incentive agreements with service providers giving the Company the right to repurchase Units upon the termination of services);

(vi) Amends or waives any provision of the Company’s Operating Agreement;

Voting Rights

The Preferred Units will vote together with the Common Units and not as a separate class except as specifically provided herein or as otherwise required by law. The Common Units may be increased or decreased by the vote of holders of a majority of the Common Units and Preferred Units voting together on an as-if converted basis, and without a separate class vote. Each share of Preferred Units shall have a number of votes equal to the number of Units of Common Units then issuable upon conversion of such share of Preferred Units.

Redemption

At the election of the holders of at least a two-thirds majority of the Preferred Units, the Company shall redeem the outstanding Preferred Units in three annual installments beginning on the [fifth] anniversary of the Closing. Such redemptions shall be at a purchase price equal to the Original Purchase Price plus declared and unpaid dividends.

Affirmative Covenants

Company shall provide affirmative covenants to the holders of Preferred Units including, but not limited to, the following:

• Reporting requirements including quarterly internal financial statements;

• Annual audits by a regionally recognized firm;

• Maintenance of corporate existence; and

• Maintenance of insurance.

Negative Covenants

For so long as any Preferred Units remain outstanding, consent of at least a majority of the Preferred Units shall be required for any modification which, whether directly or through any merger, recapitalization, or similar event, that:

• Changes the rights, preferences, or privileges of the Preferred Units; • Increases or decreases the number of authorized Units of Common or Preferred; • (Creates (by reclassification or otherwise) any new class or series of Units having rights, preferences, or privileges senior to or on a parity with the Preferred Units; • Results in the redemption or repurchase of any Units of Common Units (other than pursuant to equity incentive agreements with service providers giving the Company the right to

repurchase Units upon the termination of services);

• Amends or waives any provision of the Company’s Operating Agreement;

Transfer Restrictions

No Investor shall be allowed to encumber or transfer the Securities unless (i) permitted by the Board of Managers; (ii) other Investors do not exercise their right of first refusal; (iii) the transfer qualifies as an “estate planning” transfer; (iv) the transfer qualifies as an “affiliate” transfer. Additionally, the Securities will not be registered under the Securities Act or any other federal or state securities laws.

Antidilution

The conversion price of the Preferred Units shall be protected from dilution with a weighted average adjustment to reduce the dilution in the event the Company issues additional equity securities at a purchase price less than the applicable conversion price, subject to usual and customary exclusions or as approved by the Board. In the event of an issuance of stock involving multiple closings, the antidilution adjustment shall be calculated as if all



stock was issued at the first closing. The conversion price will also be subject to proportional adjustments for stock splits, stock dividends, combinations, recapitalizations, and similar transactions.

XVI. TRANSFER AGENT AND REGISTRAR The Company will act as its own transfer agent and registrar for its units of ownership.

XVII. PLAN OF PLACEMENT The Units are offered directly by the Managing Members of the Company on the terms and conditions set forth in this Memorandum. FINRA brokers and dealers may also offer units. The Company is offering the Units on a “best efforts” basis. The Company will use its best efforts to sell the Units to investors. There can be no assurance that all or any of the Units offered, will be sold.

A. Escrow of Subscription Funds Commencing on the date of this Memorandum all funds received by the Company in full payment of subscriptions for Units will be deposited in an escrow account. The Company has set a minimum offering proceeds figure of $2,000,000 for this Offering. The Company has established an escrow account with Cortland Capital Market Services LLC, 225 W. Washington St. 21st Floor, Chicago, IL 60606,, into which the minimum offering proceeds will be placed. At least 500,000 Units must be sold for $2,000,000 before such proceeds will be released from the escrow account and utilized by the Company. After the minimum number of Units are sold, all subsequent proceeds from the sale of Units will be delivered directly to the Company and be available for its use. Subscriptions for Units are subject to rejection by the Company at any time.

B. How to Subscribe for Units A Purchaser of Units must complete, date, execute, and deliver to the Company the following documents, as applicable. All of which are included as part of the Investor Subscription Package:

a) An Investor Suitability Questionnaire; b) An original signed copy of the appropriate Subscription Agreement; c) An International Metals Trading, LLC Operating Agreement; and d) A check payable to “International Metals Trading, LLC” in the amount of $4.00 per Unit for each Unit

purchased as called for in the Subscription Agreement (minimum purchase of 50,000 Units for $200,000).

Purchasers of Units will receive an Investor Subscription Package containing an Investor Suitability Questionnaire and two copies of the Subscription Agreement. Subscribers may not withdraw subscriptions that are tendered to the Company (Florida, Georgia and Pennsylvania Residents See NASAA Legend in the front of this Memorandum for important information).

XVIII. ADDITIONAL INFORMATION Each Prospective Investor may ask questions and receive answers concerning the terms and conditions 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 information provided in this Memorandum. The principal executive offices of the Company are located at International Metals Trading, LLC � C/O Ian Parker, Executive Director � 81 Prospect St, 8 Floor � Brooklyn, NY 11201 � Phone: 866-923-0182 [email protected]



Exhibit A

OPERATING AGREEMENT

(Amended and Restated)

OF

INTERNATIONAL METALS TRADING, LLC

(A DELAWARE LIMITED LIABILITY COMPANY)



OPERATING AGREEMENT OF

INTERNATIONAL METALS TRADING, LLC

(A DELAWARE LIMITED LIABILITY COMPANY)

PREAMBLE

This Operating Agreement (as further amended from time to time in accordance herewith, this "Agreement") of INTERNATIONAL METALS TRADING, LLC (the "Company"), a limited liability company organized pursuant to Delaware law, is entered into and made as of September 15, 2015, by and among the Initial Members (as defined herein) and the organizer of the Company. Capitalized terms used herein and not otherwise defined shall have the respective meaning set forth for such terms in Article II.

RECITALS

The Organizer caused the Company to be formed on September 15, 2015.

The Organizer desires to admit the Initial Members and the Initial Members desire to enter into this Operating Agreement to facilitate the organization and operation of the Company.

Now, therefore, in consideration of the mutual covenants, representations and warranties herein set forth and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intended to be legally bound, the Members do hereby certify and agree as follows:

ARTICLE I - FORMATION OF BUSINESS

SECTION 1.1. Organization Business.

(a) The Company is a limited liability company organized pursuant to the provisions of the laws of the State of Delaware (the "Delaware Act").

(b) The Company may engage in any lawful business permitted by the Delaware Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business, except to the extent otherwise provided herein or in the Delaware Act.

SECTION 1.2. Management of the Company.

(a) The management of the Company shall be vested in the Board of Managers of the Company as set forth in Article III.

(b) Unless authorized by the Board of Managers in accordance with this Agreement, no Member, in such capacity, shall have the authority to act or purport to act on behalf of or to bind the Company.

SECTION 1.3. Agreement; Inconsistencies with the Delaware Act; Reliance on this Agreement.

(a) Except as provided herein, this Agreement shall be the sole source of agreement of the Members relating to the formation, governance and operation of the Company, and, except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Delaware Act, this Agreement shall govern.

(b) The Members hereby agree that each Member shall be entitled to rely on the provisions of this Agreement, and no Member shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Agreement. The Members hereby agree that the duties and obligations imposed on the Members, in their capacity as such, shall be those set forth in this Agreement, which is intended to govern the relationship among the Company and the Members.

SECTION 1.4. Name.

The name of the Company shall be INTERNATIONAL METALS TRADING, LLC; however, such name may be changed from time to time by the Board of Managers, and all business of the Company shall be conducted under that name or such other name or names as may be determined by the Board, but in any case, only to the extent permitted by applicable law.

SECTION 1.5. Effective Date.

The effective date of this Operating Agreement shall be September 15, 2015.

SECTION 1.6. Term.

Unless sooner dissolved in accordance with Article XII hereof or the provisions of the Delaware Act the duration of the Company shall be perpetual.

SECTION 1.7. Registered Agent and Office.



The registered agent for service of process on the Company and the Company's registered office shall be as reflected in the Certificate. The Board of Managers, may, from time to time, change such registered agent or office in accordance with the Delaware Act. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Board of Managers shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be, in accordance with the Delaware Act.

SECTION 1.8. Principal Office.

The principal place of business of the Company (the "Principal Office") shall be 81 Prospect St, Brooklyn, NY 11201. At any time and from time to time, the Board of Managers may change the location of the Principal Office.

SECTION 1.9. Qualification in Other Jurisdictions.

The Board of Managers shall cause the Company to be qualified, formed or registered under assumed or fictitious names statutes or similar laws in any jurisdiction in which the Company conducts business and in which such qualification, formation or registration is required by law or deemed advisable by the Board. The Board of Managers shall cause an authorized person within the meaning of the Delaware Act to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II - DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

SECTION 2.1.

Additional Member shall mean a Member, other than an Initial Member or a Substitute Member, who has acquired an Interest from the Company.

SECTION 2.2.

Admission Agreement shall mean the agreement between an Additional Member and the Company described in Section 10.3.

SECTION 2.3.

Affected Member shall have the meaning set forth for such term in Section 13.1.

SECTION 2.4.

Agreement shall have the meaning for such term set forth in the preamble to this Agreement.

SECTION 2.5.

Available Cash shall mean the amount, if any, by which the Company's cash on hand exceeds the Company's current and anticipated cash needs, including, without limitation, needs for operating expenses, debt service, acquisitions, reserves, and mandatory distributions, if any, as determined from time to time by the Board in its reasonable judgment.

SECTION 2.6.

Bankrupt Member shall mean a Member who: (i) is adjudged a bankrupt or insolvent, or has become the subject of an order for relief, in any bankruptcy or insolvency proceeding; (ii) files a voluntary petition in bankruptcy; (iii) makes an assignment for the benefit of creditors; or (iv) has initiated, either in an original Proceeding or by way of answer in any state insolvency or receivership proceeding, an action for liquidation arrangement, composition, readjustment, dissolution, or similar relief.

SECTION 2.7.

Board of Managers or “Board” shall mean the Board of Managers of the Company, which from time to time may also be referred to as the Board of Directors.

SECTION 2.8.

Book Adjustments shall mean adjustments with respect to the Book Value of Company Property for depreciation, depletion, amortization, and gain or loss, as computed in accordance with Section 1.704-(b)(2)(iv)(g) of the Regulations.

SECTION 2.9.

Book Value shall mean, (i) with respect to Property contributed to the Company, the fair market value (as determined by the Board) of the Property at the time of such contribution as adjusted by Book Adjustments and, (ii) with respect to Company Property which has been Revalued, the fair market value (as determined by the Board) of such Company Property as adjusted by Book Adjustments.

SECTION 2.10.

Business Day shall mean any day other than a Saturday, Sunday or legal holiday observed in the State of Delaware .

SECTION 2.11.

Intentionally Omitted.

SECTION 2.12.



Capital Account shall mean the account maintained for a Member in accordance with Article VI.

SECTION 2.13.

Certificate shall mean the Articles of Organization of the Company as properly adopted and amended from time to time in accordance herewith and filed with the Secretary of State of the State of Delaware.

SECTION 2.14.

Code shall mean the Internal Revenue Code of 1986, as amended from time to time, and, except with respect to references herein to particular sections of the Code, shall include the Regulations. With respect to references herein to particular sections of the Code, such references shall be deemed to refer to any successor provisions thereto of the Code and shall include the Regulations adopted under such particular sections (or any such successor provisions thereto).

SECTION 2.15.

Company shall mean INTERNATIONAL METALS TRADING, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor limited liability company thereto.

SECTION 2.16.

Company Liability shall mean any enforceable debt or obligation for which the Company is liable or which is secured by Company Property.

SECTION 2.17.

Company Minimum Gain shall mean an amount determined by first computing for each Company Nonrecourse Liability any gain the Company would realize if it disposed of the Company Property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. The amount of company Minimum Gain includes such minimum gain arising from a conversion, refinancing, or other change to a debt instrument, only to the extent a Member is allocated a share of that minimum gain. For any Taxable year, the net increase or decrease in Company Minimum Gain is determined by comparing the Company Minimum Gain on the last day of the immediately preceding Taxable Year with the Minimum Gain on the last day of the current Taxable Year.

Notwithstanding any provision to the contrary contained herein, Company Minimum Gain and increases and decreases in Company Minimum Gain are intended to be computed in accordance with Section 704 of the Code. A Member's share of Company Minimum Gain at the end of any Taxable Year shall equal the sum of (i) nonrecourse deductions, if any, allocated to that Member (and to that Member's predecessors in interest) up to that time (including prior years) and (ii) the distributions made to that Member (and to that Member's predecessors in interest) up to that time (including prior years) of proceeds of a nonrecourse liability allocable to an increase in Company Minimum Gain minus the sum of (x) that Member's (and of that Member's predecessors in interest) aggregate share of the net decreases in company Minimum Gain and (y) that Member's (and that Member's predecessors in interest) aggregate share of decreases resulting from Revaluations of Company Property subject to one or more Company Nonrecourse Liabilities.

SECTION 2.18.

Company Nonrecourse Liability shall mean a Company Liability to the extent that no Member or Related Person, other than the Company, bears the economic risk of loss (as defined in Section 1.752-2 of the Regulations) with respect to the liability.

SECTION 2.19.

Company Property shall mean any property owned by the Company.

SECTION 2.20.

Conversion Interests shall mean any Interest issued upon the exercise of any Options or Warrants.

SECTION 2.21.

Designation shall mean the written action or actions of the Board establishing a class or series of Interests in accordance herewith. Each such Designation shall be deemed an amendment and supplement to, and shall become a part of, this Agreement in accordance with Section 5.2(d).

SECTION 2.22.

Disposition (Dispose) shall mean any sale, assignment, exchange or other transfer, including dispositions by operation of law; provided that such terms shall not include a pledge to secure bona fide indebtedness; however at such time as any pledgee shall foreclose on any such pledge, any sale, assignment, exchange or other transfer in respect thereof shall be deemed a disposition subject to the provisions of this Agreement, including, without limitation, the provisions of Article IX.

SECTION 2.23.

Dissociation shall mean any action which causes a Person to cease to be Member as provided in Article XI hereof.

SECTION 2.24.

Dissociated Member shall mean a Person who has ceased to be Member as a result of Dissociation in accordance with Article XI hereof.

SECTION 2.25.



Effective Date shall have the meaning set forth for such term in Section

SECTION 2.26.

GAAP shall mean generally accepted accounting principles (applied consistently) as in effect on the applicable date or during the applicable period, as the case may be.

SECTION 2.27.

Initial Members shall mean those persons listed on Exhibit A hereto, who each own such number of Class A Membership Interests set forth opposite their names. It is expressly understood that absent a separate agreement between the Company and a Member (a) the Company is not expecting that any Member (including a Member acting as a Manager hereunder) will devote a particular amount of time or effort to the business and affairs of the Company, and (b) Members (including a Member acting as a Manger hereunder) may have other business interests/ventures, and the Company will have no right to expect any equity, profit sharing or revenue sharing arrangement with such other business interest or venture.

SECTION 2.28.

Interest shall mean all of the rights and obligations of a Member who owns either Common or Preferred Membership Interests hereunder and the Capital Account associated therewith, including, without limitation, rights in distributions (liquidating or otherwise) and allocations of profits, losses, gains, deductions, and credits of the Company as provided herein.

SECTION 2.29.

Units shall mean each unit of Membership Interest held by a Member.

SECTION 2.30.

Majority in Interest shall mean Interests representing in the aggregate greater than 51% of the outstanding Membership Interests.

SECTION 2.31.

Manager shall mean a member of the Board of Managers.

SECTION 2.32.

Member shall mean the Initial Members, any Substitute Member and any Additional Members.

SECTION 2.33.

Member Minimum Gain shall mean an amount determined by: (a) first computing for each Member Nonrecourse Liability any gain the Company would realize if it disposed of the Company Property subject to that liability for no consideration other than full satisfaction of the liability, and then (b) aggregating the separately computed gains. The amount of Member Minimum Gain includes such minimum gain arising from a conversion, refinancing, or other change to a debt instrument, only to the extent a Member is allocated a share of that minimum gain. For any Taxable Year, the net increase or decrease in Member Minimum Gain is determined by comparing the Member Minimum Gain on the last day of the immediately preceding Taxable Year with the Minimum Gain on the last day of the current Taxable Year.

Notwithstanding any provisions to the contrary contained herein, Member Minimum Gain and increases and decrease in Member Minimum Gain are intended to be computed in accordance with Section 704 of the Code.

SECTION 2.34.

Member Nonrecourse Liability shall means any Company Liability to the extent the liability is nonrecourse under applicable state law, and on which a Member or Related Person, other than the Company, bears the economic risk of loss under Section 1.752-2 of the Regulations.

SECTION 2.35.

Nonrecourse Liabilities shall mean liabilities that under applicable law are nonrecourse with respect to the company, including Company Nonrecourse Liabilities and Member Nonrecourse Liabilities.

SECTION 2.36.

Options shall mean any option or right to acquire Interests issued pursuant to a Plan.

SECTION 2.37.

Organization shall mean a Person other than natural person. Organization shall include, without limitation, corporations, partnerships (both limited and general), joint ventures, limited liability companies, and unincorporated associations, but the term shall not include joint tenancies and tenancies by the entirety.

SECTION 2.38.

Person shall mean an individual, trust, estate, or any incorporated or unincorporated organization or entity permitted under the laws of the State of Delaware to be a member of a limited liability company.

SECTION 2.39.



Plan shall mean any equity incentive plan for the benefit of the Company's directors, officers, employees or consultants adopted by the Board, upon the terms and conditions the Board deems necessary or advisable.

SECTION 2.40.

Profit or Loss of the Company means an amount equal to the Company's taxable income or loss under Code §703(a) and Regulations §1.703-1 for the Taxable Year, adjusted as follows:

(a) All items of income, gain, loss, or deduction required to be separately stated pursuant to Code §703(a)(1) shall be included;

(b) Tax-exempt income as described in Code §705(a)(1)(B) realized by the Company during such Taxable Year shall be taken into account as if it were taxable income;

(c) Expenditures of the Company described in Code §705(a)(2)(B) for such year, including items treated under Regulation §1.704-1(b)(2)(iv)(i) as items described in Code. §705(a)(2)(B), shall be taken into account as if they were deductible items;

(d) With respect to property (other than money) which has been contributed to the capital of the Company, Profit and Loss shall be computed in accordance with the provisions of Regulation §1.704-1(b)(2)(iv)(g) by computing depreciation, amortization, gain, or loss upon the value (as determined by the Board) of such property on the books o the Company;

(e) With respect to any Company Property which has been the subject of a Revaluation pursuant to Section 6.4 or a revaluation event pursuant to Section 6.3, Profit or Loss shall be determined based upon the fair market value of such property as determined in such revaluation;

(f) The difference between the adjusted basis for federal income tax purposes and the fair market value of any Company Property shall be treated as gain or loss from the disposition of such Property upon the occurrence of a Revaluation Event; and;

(g) Interest paid on loans made to the Company by a Member, and salaries, fees, and other compensation paid to any Member shall be treated as deductible items in computing Profit and Loss.

SECTION 2.41.

Regulations shall mean, except where the context indicates otherwise, the permanent, temporary, or proposed and temporary regulations of the United States Department of the Treasury promulgated under the Internal Revenue code of 1986, as amended from time to time, as such regulations may be lawfully changed from time to time.

SECTION 2.42.

Related Person shall mean a person having a relationship to a Member that is described in Section 1.752-4(b) of the Regulations, or any successor provision.

SECTION 2.43.

Revaluation shall mean the adjustment to the Book Value of Company Property as provided in Section 6.4. occurs.

SECTION 2.44.

Revaluation Date shall mean the date on which a Revaluation Event

SECTION 2.45.

Revaluation Event shall mean (i) the admission of a Member (other than a Substitute Member) in accordance with Article X, (ii) a contribution of Property to the company by a Member in respect of an Interest (other than a de minimus amount), (iii) a liquidating distribution of Property by the Company, (v) the exercise of any Option issued pursuant to any Plan, or (vi) the exercise of any Warrant.

SECTION 2.46.

Substitute Member shall mean a Person who acquired an Interest from a Member and who has been admitted as Member pursuant to this Agreement.

SECTION 2.47.

Super Majority of Interest shall mean Interests representing in the aggregate greater than 75% of the outstanding Class A Membership Interests.

SECTION 2.48.

Taxable Year shall mean the calendar year or such other taxable year of the Company established by the Board pursuant to Section 706 of the Code.

SECTION 2.49.

Taxing Jurisdiction shall mean the federal and any state, local, or foreign government that collects tax, interest or penalties, however designated, on any Member's share of the income or gain attributable to the Company.

SECTION 2.50.



Tax Matters Partner shall have the meaning set fort for such term in Section 8.3.

SECTION 2.51.

Warrant shall mean any warrant to acquire Interest authorized and approved by the Board, upon the terms and conditions the Board deems necessary or advisable.

ARTICLE III - MEMBERS, MEMBERSHIP INTERESTS

AND CAPITAL CONTRIBUTIONS

SECTION 3.1. Initial Common Member and Initial Contribution.

(a) The initial Common Members of the Company (the “Initial Members”) and their Initial Common Units, together with any additional capital contributions made pursuant to Section 3.2 as of the date of this Agreement, ( the “Capital Contributions”) are set forth below. Additional Members beyond those set forth in this Section 3.1 (a) may only be added by act of the Members acting in accordance with Article IV of this Agreement.

Capitalization Table

Common Units

JSK Capital, LLC 5,100,000

Bearing Circle Enhanced Yield, LLC 250,000

PFH, LLC 400,000

Blue Bridge Funding I, LLC 200,000

Sextant Lease Capital, LLC 50,000

Currently Reserved for Key Employees, Agents, Etc 500,000

Total 6,500,000

Convertible Preferred Units

Preferred Units 3,500,000

Total Common Fully Diluted with Conversion of Preferred 10,875,000

(b) The Initial Members hereby authorizes the issuance of up to 12,000,000 (eleven million) Common Units, of which 6,000,000 (six million) have been acquired by the Initial Members on even date and are deemed Common Units and an additional 500,000 Common Units are reserved for issuance by the Management. Holders of Common Units will be referred to as “Common Members”. The Initial Members further authorize the issuance of up to 3,500,000 Series A Convertible Preferred Units (“Preferred Units”), purchase of which will be referred to as “Preferred Members”. Dividends on the Preferred Units would be cumulative and accrue, in preference to any dividend on Units of the Common Unit, at a rate determined by the Board of Managers on an annual basis (but not less then 3% per annum) of the Original Purchase Price, compounded quarterly. Dividends on the Preferred Units would be payable upon a Deemed Liquidation Event or upon conversion or redemption. For any other dividends or distributions, participation with Common Unit is on an as-converted basis. The remaining 1,000,000 Common Units have been reserved to be issued at the discretion of the Board of Managers for the purpose of attracting and retaining talent the Company deems necessary for continued growth. Further attributes of Preferred Units below:

Preferred Units Attributes

Liquidation Preference:

Upon the occurrence of any (i) liquidation, dissolution or winding up of the Company, (ii) a merger or consolidation (other than one in which Unitholders of the Company own a majority by voting power of the outstanding Units of the surviving or acquiring corporation), or (iii) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company (the events described in the foregoing clauses (ii) and (iii) are each referred to herein as a “Deemed Liquidation Event”), the holders of the Preferred Units would receive an amount per Preferred Units, in preference to the holders of the



Common Unit, equal to the Original Purchase Price, plus accrued but unpaid dividends on each Unit of the Preferred Units. Thereafter, the Preferred Units would participate with the Common Unit on an as-converted to Common Unit basis.

Dividends: Dividends on the Preferred Units would be cumulative and accrue, in preference to any

dividend on Units of the Common Unit, at a rate determined by the Board of Managers on an annual basis (but not less then 3% per annum) of the Original Purchase Price, compounded quarterly. Dividends on the Preferred Units would be payable upon a Deemed Liquidation Event or upon conversion or redemption. For any other dividends or distributions, participation with Common Unit on an as-converted basis.

Optional Conversion: The Preferred Units would initially convert on a one for one basis into Units of the

Common Unit at any time at the option of the holder, subject to adjustments for Unit dividends, splits, combinations and similar events and as described below under the caption “Anti-dilution Provisions.”

Mandatory Conversion: Each Unit of the Preferred Units would automatically be converted into Units of the

Common Unit at the then applicable conversion rate (i) upon a public offering of Common Units or reverse merger into a public reporting entity or (ii) upon the written consent of the holders of a majority of the Preferred Units.

Anti-dilution Provisions: Unless otherwise waived by the holders of at least two-thirds of the Preferred Units, in the

event that the Company issues additional securities at a purchase price less than the current Preferred Units conversion price, such conversion price would be adjusted on a full ratchet basis, provided that no such adjustment would occur with respect to (i) securities issuable upon conversion of any of the Preferred Units, or as a dividend or distribution on the Preferred Units; (ii) securities issued upon the conversion of any debenture, warrant, option, or other convertible security outstanding as of the date of the Initial Closing; (iii) Units of the Common Unit issuable upon a Unit split, Unit dividend, or any subdivision of Units of Common Unit; (iv) Units of the Common Unit (or options to purchase such Units of Common Unit) issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved by the Board, including both of the Series A Directors (as defined); (v) Units of the Common Unit issued or issuable to banks, equipment lessors pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board, including the Series A Directors; and (vi) Units of the Common Unit issued or issuable for consideration other than cash pursuant to a technology license, business combination, strategic partnership or joint venture transaction approved by the Board, including both the Series A Directors (as defined herein).

Redemption Rights: The Preferred Units would be redeemable from funds legally available for distribution at

the option of holders of at least 50% of the Preferred Units commencing any time after the fourth anniversary of the Initial Closing at a price equal to the Original Purchase Price plus all accrued but unpaid dividends. Redemption would occur in three equal annual installments. Upon a redemption request from the holders of the required percentage of the Preferred Units, all of the Preferred Units would be redeemed (except for any holders of Units of the Preferred Units who affirmatively opt-out of such redemption).

Voting Rights: The Preferred Units would vote together with the Common Unit on an as-converted basis, and not as a separate class.

(c) Initial Common Units shall be and hereby are deemed fully paid for and vested in each of their names, in consideration of the in-kind services already rendered by them to the Company.

(d) No Units shall accrue on any Capital Contribution or Interest. No Member shall have the right to withdraw or to be repaid any Capital Contribution or to redeem any Units except as otherwise provided in this Operating Agreement or by the Act.

SECTION 3.2. Additional Capital Contributions

(a) No additional capital contributions shall be required by the Managers.

SECTION 3.3. Additional Issuance of Interests; Additional Classes of Interests

(a) No Member will be required to contribute additional capital to the Company. By act of the Members, in each and every instance including the affirmative vote of the Initial Common Members, in order to raise additional capital, acquire assets,



redeem or retire debt of the Company or for any other lawful purpose, the Company may issue Interests in addition to those issued pursuant to Section 2.1 to any Member or any other person or entity so long as the Company get the consent of unanimous support of the holders of Preferred Units, and, by act of the Initial Common Members, may admit any such other person or entity to the Company as a Member, for the consideration, and on the terms and conditions, determined by the Members acting in accordance with Section 4.4.

(b) The Company may issue Units from time to time in one or more classes, or one or more series of such classes, which classes or series shall have, subject to the provisions of applicable law, such designations, preferences and relative, participating, optional or other special rights as shall be fixed by the Members including, without limitation, with respect to: (i) the allocation of items of profit or loss to each such class or series; (ii) the right of each such class or series to share in distributions; (iii) the rights of each such class or series upon dissolution and liquidation of the Company; (iv) the price at which, and the terms and conditions upon which, each such class or series may be redeemed by the Company, if any such class or series is so redeemable; (v) the rate at which, and the terms and conditions upon which, each such class or series may be converted into another class or series of Units; and (vi) the right of each such class or series to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such class or series, if any such class or series is granted any voting rights. Once again, unanimous support of the Preferred Members will be require in order for the Company to authorize additional Units of any class.

SECTION 3.4. Interest is Personal Property.

A Member’s Unit shall be deemed personal property for all purposes. All property owned by the Company shall be deemed to be owned by the Company in its own name and in its capacity as a separate, legal entity. No Member shall be deemed to own any such property or any portion thereof.

SECTION 3.5.No Preemptive Rights.

Except as otherwise provided in Section 2.2 of this Agreement or required by Delaware law, no Member shall have any preemptive, preferential or other right with respect to (a) the issuance or sale of Units; (b) the issuance of any obligations, evidences of indebtedness or securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any Units, (c) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of any of the foregoing; or (d) the issuance or sale of any other Units or securities that may be issued or sold by the Company.

SECTION 3.6. Liability of Members; Indemnity.

(a) No Member shall be personally liable for the debts, obligations or liabilities of the Company solely by reason of being a Member.

(b) Each Member shall indemnify and hold the other Members (and, where applicable, their officers, directors, shareholders, employees, members and partners) harmless from and against all claims, demands, costs, losses and damages, including, without limitation, attorneys’ fees and expenses (collectively, “Losses”) incurred as a result of or in connection with the indemnifying party’s breach (directly or by its agents or other representative) of any provision of this Agreement or any other action outside the scope of this Agreement that serves the indemnifying party’s personal interests above the Company’s, including but not limited to any diversion of Company funds or property to personal use, or any unauthorized acts (as determined in accordance with Article IV of this Agreement) purportedly taken on behalf of the Company.

(c) Subject to Section 2.7 (b) above, the Company shall indemnify and hold each Member (and, where applicable, their officers, directors, shareholders, employees, members and partners) harmless from and against all Losses incurred as a result of or in connection with (i) any claim that such Member is liable for any debt, obligation or liability of the Company or is directly or indirectly required to make payments in respect thereof or in connection therewith, and (ii) any act or omission by such Member for or on behalf of the Company, unless such act or omission was unauthorized, contrary to this Agreement or constituted gross negligence, fraud, willful misconduct, or a knowing violation of the law which resulted in financial gain to which the Member was not entitled.

(d) Each party to be indemnified under paragraph (b) or (c) of this Section shall give each indemnifying party notice of any Losses subject to the indemnity within 30 (thirty) days after the indemnified party has received actual notice thereof. The indemnifying party shall be entitled to participate in or direct the defense of any action in connection with the reported Losses, provided that he employs counsel reasonably satisfactory to the indemnified party. An indemnifying party shall not be liable to an indemnified party in respect of settlements effected by the indemnified party without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.

SECTION 3.7 Representations and Warranties.

Each Member, and in the case of a Member which is a separate legal entity (an “Entity”), the person(s) executing the Agreement on behalf of the Entity, hereby represents and warrants to the Company and to each other Member that: (a) if the Member is an Entity, that it is duly organized, validly existing and in good standing under the laws of its state of organization and that it has full power to agree to and execute this Agreement and to perform its obligations hereunder; (b) the Member is acquiring its Membership Units in the Company for the Member’s own account as an investment and without an intent to sell or otherwise distribute the Membership Units; and (c) the Member acknowledges that the Membership Units have not been registered under the Securities Act of 1933 or of Delaware’s or any other state’s securities laws, and may not be resold or transferred by the Member without both the consent of the Company, and appropriate registration or the availability of an exemption from such requirements; and (d) the Member has read, understood and accepts the substantial restrictions on transfer of his Units contained in Article IX hereof.



ARTICLE III - RIGHTS AND DUTIES OF MEMBERS

SECTION 3.8. General Rights.

All Members shall be entitled to all of the rights associated with membership in the Company set forth in this Agreement, including without limitation, the right to vote in accordance herewith on any matter required hereunder to be submitted to a vote of the Members and the right to receive distributions of Company Property for such Member's Interest upon dissolution of the Company as provided in Article XII.

SECTION 3.9. No Right to Withdraw.

(a) No Member shall have the right to withdraw as a Member of the Company, receive any distributions of Company Property in respect of such Interest or to have its interest redeemed by the Company prior to the dissolution of the Company, even if such Member Dissociates, except as provided herein. Upon the dissolution of the Company, the Members' rights to receive distributions of Company Property in respect of the Interests shall be as set forth in Article XII.

(b) The provisions in this Section with respect to a Member's right to receive distributions of Company Property in respect to such Member's Interest upon withdrawal from the Company, Dissociation or dissolution of the Company are exclusive and no Member shall be entitled to claim any further or different payments or distributions upon any such withdrawal, Dissociation or dissolution under the Delaware Act or otherwise.

SECTION 3.10. Limited Liability of Members.

No Member shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

SECTION 3.11. Representations and Warranties.

Each person who after the date hereof becomes a Member, upon the execution and delivery to the Company a counterpart signature page hereto, shall be deemed to have made a representation and warranty to the Company and each other Member that: (a) if that member is an Organization, that as of the date of its admission as a Member it is duly organized, validly existing, and in good standing under the law of its state of organization and that as of such date it has full organizational power to execute and deliver this Agreement and to perform its obligations hereunder; (b) that the Member acquired its Interest in the Company for the Member's own account as an investment and without an intent to distribute the Interest; (c) the Member was aware that the Interests have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements and then only upon compliance with the terms and conditions set forth in this Agreement; and (d) if that member is an Organization and owns ten percent (10%) or more of the outstanding voting securities of the Company, such Member is not, and but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended, would not be, an investment company under such act.

ARTICLE IV - BOARD OF MANAGERS

SECTION 4.1. Powers of the Board.

(a) The business affairs of the Company shall be managed by the Board of Managers, in accordance with this Agreement. The Board may exercise all such powers of the Company and do all such lawful acts and things as are not by statute, this Agreement directed or required to be exercised or done by the Members.

(b) Except as otherwise provided in this Agreement, the Board may delegate any or all of its powers to committees of the Board established pursuant to This Agreement, and to officers and agents elected or designated by the Board or a duly constituted committee thereof.

(c) Notwithstanding the foregoing, from and after the date hereof and until the expiration of the term of this Agreement, without the prior consent of a Majority in Interest, the Company shall not, and the Board of Managers shall not permit the Company, directly or indirectly, to consummate transactions or series of related transactions to:

(i) sell, or otherwise dispose of, or contract to sell or otherwise dispose of, all or substantially all of the assets of the Company (including any license with respect thereto);

(ii) enter into any agreement outside of the ordinary course of business;

(iii) borrow more than $10,000.00, in the aggregate, for the conduct of the business of the Company, or pledge, or grant a security interest in, all or substantially all of the assets of the Company;

(iv) compromise or forgive any substantial claim of, or obligation owing to, the Company;

(vi) enter into any agreement having a term of greater than three years or obligating the Company to pay in the aggregate more than $10,000;

(vii) make any assignment for the benefit of creditors of the Company, or otherwise cause the Company to seek protection under any bankruptcy or insolvency law;



For so long as any Preferred Units remain outstanding, consent of at least a majority of the Preferred Units shall be required for any modification which, whether directly or through any merger, recapitalization, or similar event, that:

(viii) Changes the rights, preferences, or privileges of the Preferred Units;

(ix) Increases or decreases the number of authorized Units of Common or Preferred;

(x) (Creates (by reclassification or otherwise) any new class or series of Units having rights, preferences, or privileges senior to or on a parity with the Preferred Units;

(xi) Results in the redemption or repurchase of any Units of Common Units (other than pursuant to equity incentive agreements with service providers giving the Company the right to repurchase Units upon the termination of services);

(xii) Amends or waives any provision of the Company’s Operating Agreement;

SECTION 4.2. Current Board Members.

The Board of Managers as of the date of this Agreement consists of Ian Parker, Bret Hedges, and Joseph Kalinowski. From and after the date hereof, the size and composition of the Board shall of three individual managers or as otherwise expanded by the Members as per this Agreement. If one of the Board Members is no longer able to fulfill his/her duties, then the Members shall vote on a replacement to be confirmed by Majority (51% or greater). A vote shall be held each year to elect the Mangers of Board of Managers. The next vote shall be held September 15th, 2016 and every anniversary thereafter. The aforementioned Board of Managers above shall serve until the next vote.

SECTION 4.3. Records to be Maintained.

The Board shall maintain, or cause to be maintained, the following records at the Principal Office:

(a) A current list of the full name and last known business or residence address of each Member and former Member and the Capital Account of each Member associated with their respective Interests, as of a recent practicable date;

(b) A copy of the Certificate and all amendments thereto, together with executed copies of any power of attorney pursuant to which the Certificate has been executed;

(c) Copies of the Company's federal, foreign, state and local income tax returns and reports, if any, for the seven most recent years;

(d) Copies of this Agreement, including all subsequent amendments thereto;

(e) Copies of all financial statements of the Company for the seven most recent years.

SECTION 4.4. Reports to Members.

The Board shall provide (or cause the Company to provide) reports at least annually to the Members at such time and in such manner as it shall reasonably determine, which reports shall include (i) a balance sheet of the Company as of the close of the last completed fiscal year, a statement of income showing the results of operation of the Company during such year, and a cash flow statement showing the cash receipts and disbursements of the Company during such year, each prepared in accordance with GAAP, (ii) a statement showing each Member's share of Profit or Loss of the Company for such year, and (iii) such other information as the Board deems appropriate. The Board shall provide (or cause the Company to provide) all Members with the information returns required by the Code and the laws of any applicable state in a timely manner.

ARTICLE V - DESCRIPTION OF INTERESTS

SECTION 5.1. Classes and Series of Interests; Plans and Warrants.

(a) The Interests in the Company shall initially consist of one class of Interests designated as Class A Membership Interests, however, the Board may from time to time create such additional classes or series of Interests, with such preferences, rights and benefits as the Board shall determine, as provided for herein. The holders of record of the Interests shall have such rights and obligations associated with such Interests as are provided herein and in the Designation, should any be adopted, of any such class or series of Interest authorized pursuant to this Agreement.

(b) The Interests may be evidenced by any certificates or other written instrument. The holders of record of the Interests shall be as is reflected on the books of the Company.

(c) The total number of Membership Interests of all classes and series of Interests which the Board of Managers shall have the authority to issue shall be 12,000,000 Units, of which 7,375,0000 Interests shall be designated as Common Units and 3,500,000 shall be designated as Preferred Units.

(d) The Board is hereby authorized from time to time to adopt such Plans, and issue such Options and Warrants, as it deems appropriate and in the interests of the Company so long as such plans are not in violation of Section 5.1 (c).

SECTION 5.2. Additional Interests.



(a) Additional Interests may be created and issued from time to time in one or more classes or series with such relative rights, powers, preferences, limitations and restrictions as may from time to time be established in a written action or actions (herein referred to as a "Designation") of the Board of Managers providing for the issue of such class or series, as provided in and subject to the limitations of this Article and Section 13.1 (relating to amendments).

(b) Authority is hereby expressly granted to the Board of Managers, subject to the provisions of this Agreement, to authorize the creation and issuance from time to time of one or more classes or series of Interests and to establish each such class or series by a written action or actions providing for the issue of such class or series. Each Designation shall set forth, to the extent appropriate:

(i) The number of Interests that will constitute such class or series and the distinctive designation thereof;

(ii) Whether such class or series shall have voting rights in addition to those set forth in this Agreement or required by law and, if so, the terms of such voting rights;

(iii) The annual rate (or method of calculation thereof), if any, pursuant to which such class or series shall have a preference as to Profits or Losses and distributions of Company Property and the conditions and dates upon which such amounts shall be allocated to the Capital Accounts and/or such distributions shall be payable to the Members and the ability of the Company, if any, to defer such allocations or distributions for such class or series, the preference or relation, if other than pari passu, which such allocations or distributions shall have with respect to allocations and distributions on any other class or series of Interests, and whether and to the extent such amounts and distributions shall be cumulative or noncumulative;

(iv) Whether such class or series shall be subject to redemption by the Company, and, if made subject to redemption, the times and other terms and conditions of such redemption (including the mandatory or optional nature of such redemption, whether such redemption shall be in whole and/or in part, and the amount and kind of consideration to be received upon such redemption);

(v) The amount or amounts which shall be paid out of the assets of the Company in respect of such class or series upon voluntary or involuntary liquidation, dissolution or winding-up of the Company, and any rights in addition to those set forth in this Agreement in respect of such class or series upon the liquidation, dissolution or winding-up of the Company;

(vi) Whether or not such class or series shall be convertible into, or exchangeable for, Interests of any other class or series of Interests, or securities of any other kind, and if so convertible or exchangeable, the terms and conditions of such conversion or exchange, including the price or prices or the rate of conversion or exchange, the method, if any, of adjusting the same and the terms of any right to terminate such conversion exchange privilege;

(vii) Any limitations and restrictions in addition to those set forth in this Agreement, to be effective while any Units of such class or series are outstanding, upon the allocation of Profits or Losses, or upon the distribution of property with respect to, and upon the purchase, redemption or other acquisition by the Company of, any of the other classes or series of Interests;

(viii) Any conditions or restrictions in addition to those set forth in this Agreement upon the issuance of any additional Interests of any class or series;

(ix) The times, prices and other terms and conditions for the offering of the Interests representing such class or series; and

(x) Any other relative rights, powers, preferences, limitations and restrictions as shall not be inconsistent with this Section.

(c) In connection with and to the extent not inconsistent with the foregoing provisions of this Section and Section 5.1, the Board is hereby expressly authorized, without the vote or approval of any Member (except as required by Section 13.1), to take any action to create under the provisions of this Agreement a class or series of Interests that was not previously outstanding and to execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with the issuance from time to time of such Interests in one or more classes or series as shall be necessary, convenient or desirable to reflect the issuance of such series. The Board is authorized and directed to do all things it deems to be appropriate or necessary in connection with any future issuance of Interests to comply with the Delaware Act or any statute, rule, regulation or guideline of any federal, state or other governmental agency or any securities exchange.

(d) Any action or actions taken by the Board pursuant to the provisions of subsections

(b) or (c) of this Section shall be deemed an amendment and supplement to, and shall become a part of, this Agreement.

SECTION 5.3. Voting.

Except as otherwise expressly provided in this Agreement or the Designation with respect to any class or series of Interests, (a) the holders of Class A Membership Interests shall have full voting rights and powers with respect to all matters relating to the operations or governance of the Company required hereunder or under the This Agreement to be submitted to the vote, or which requires the consent, of such Class A Members and each Class A Membership Interest shall be entitled to one vote on all such matters.

SECTION 5.4. Status of Interests Redeemed, Transferred or Dissociated.



(a) All Interests redeemed, purchased or otherwise acquired by the Company shall be cancelled and thereupon restored to the status of authorized but un-issued Membership Interests .

(b) All Interests held by persons who are not Members, whether through Dissociation or otherwise, shall not be deemed outstanding for purpose of any vote, consent or other action of the Members required or permitted under the Delaware Act, this Agreement or the This Agreement.

SECTION 5.5. Preemptive Rights.

All Major Investors (those investors holding 5% or more of the Company’s membership interest) would have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Units of the Preferred Units into Units of the Common Unit and the exercise of all warrants and options outstanding under the Company’s Unit plans), to participate in subsequent issuances of equity securities of the Company (excluding those issuances that do not trigger operation of the adjustment described above under “Anti-dilution Provisions” and issuances in connection with acquisitions by the Company). In addition, should any Major Investor choose not to purchase its full pro rata Unit, the remaining Major Investors would have the right to purchase the remaining pro rata Units.

SECTION 5.6. Persons Deemed Members.

The Company may treat the Person in whose name any Interest shall be registered on the books and records of the Company as a member and the sole holder of such Interest for purposes of receiving distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claims to or interest in such Interest on the part of any other Person, whether or not the Company shall have actual or other notice thereof.

ARTICLE VI - CONTRIBUTIONS AND CAPITAL ACCOUNTS

SECTION 6.1. Capital Contributions.

(a) Each Member shall make the contribution, if any, and shall perform any commitment described in the Admission Agreement (or Option or Warrant, as the case may be) entered into between the Company and such Member pursuant to which such Member acquired its Interest. The value of such contribution and the time for making such contribution shall be set forth in such agreement.

(b) Except to the extent expressly agreed to in writing by the Company, no interest shall accrue at any time on any contribution to the capital of the Company or on any Member's Capital Account. No Member shall have the right to Dispose of its Interest, except to the extent provided in Section 9.1, or be repaid any contribution or any part of such member's Capital Account, except to the extent provided in Section 7.5 (relating to distributions) and Section 12.3 (relating to dissolution).

SECTION 6.2. Maintenance of Capital Accounts.

(a) The Company shall establish and maintain a separate Capital Account for each Member. Separate Capital Accounts shall be maintained with respect to the various classes and series of Interest. Each Member's Capital Account shall initially equal the fair market value (as such fair market value is determined by the Board at the time of contribution), net of liabilities assumed by the Company, of the property contributed by such Member to the capital of the Company for such Member's Interest.

(b) Each Member's Capital Account shall be increased by (i) the amount of any additional money contributed by the Member to the capital of the Company, (ii) the fair market value of any additional property (other than money) contributed by the Member to the capital of the Company, as such fair market value is determined by the Board at the time of contribution, net of liabilities assumed by the Company or subject to which the Company takes such property within the meaning of Section 752 of the Code, and (iii) the Member's share of Profits as determined in accordance with Article VII.

(c) Each Member's Capital Account shall be decreased by (i) the amount of any money distributed to the Member by the Company, (ii) the fair market value of any Property distributed to the Member, as such fair market value is determined by the Board at the time of distribution, net of liabilities of the Company assumed by the Member or subject to which the Member takes such Property within the meaning of Section 752 of the Code, and (iii) the Member's share of Losses as determined in accordance with Article VII.

SECTION 6.3. Adjustments to Capital Accounts upon Distribution of Assets.

If the Company at any time distributes any Company Property (other than money) in-kind to any Member, the Capital Account of each Member shall be adjusted, to the extent not previously adjusted pursuant to Section 6.4, to account for that Member's allocable share (as determined in accordance with Article VII below) of the Profit or Loss that would have been realized by the Company had it sold the assets that were distributed at their respective fair market values immediately prior to their distribution.

SECTION 6.4. Revaluation of Company Property.

The Capital Accounts of the Members shall be increased or decreased to reflect a Revaluation of Company Property (including intangible assets such as goodwill) on the Company's books upon the occurrence of a Revaluation Event. Upon such Revaluation: (i) the Book Value of all Company Property shall be adjusted based on the fair market value (as determined by the Board) of such Company Property (taking into account Section 7701(g) of the Code) on the Revaluation Date; (ii) the unrealized income, gain, loss, or deduction with respect to such Company Property (that has not been reflected in the Capital Accounts previously) shall be allocated among the Members as if there were a taxable disposition of such Company Property for such fair market value on the Revaluation Date; and (iii) upon the occurrence of a Revaluation Event pursuant to either clause (v)or (vi) of such definition, (A) the Capital



Account of the new or existing Member exercising a Warrant or Option, as the case may be, shall be increased by an amount equal to the aggregate Capital Accounts of all the holders of Interests (after giving effect to clauses (i) and (ii) of this Section and including the amount such Member contributes to the Company upon exercise of such Warrant or Option (the "Exercise Amount")) times a fraction, the numerator of which shall be the total number of Conversion Interests issued upon such exercise and the denominator of which shall be the total number of Interests outstanding immediately following such exercise (the "Adjustment Amount"); (B) the Capital Accounts of each of the existing Members (including any Capital Account of the Member exercising the Warrant or Option, as the case may be, attributable to such Member's Interest in the Company prior to exercise of such Warrant or Option) shall first be increased as provided in clauses (i) and (ii) of this Section (including an increase in respect of the Exercise Amount) and then reduced by an amount equal to the Adjustment Amount times a fraction, the numerator of which shall be the total number of Interests held by each such Member (excluding the Conversion Interests issued upon such exercise) and the denominator of which shall be the total number of Interests outstanding (excluding such Conversion Interests); and (C) notwithstanding the foregoing, no Capital Account shall be reduced below zero by reason of this clause (iii), and any reduction which otherwise would reduce such Capital Account below zero shall reduce the Capital Account of the Members in a manner reasonably determined by the Board. In the event the Book Value of any Company Property is adjusted pursuant to this Section, subsequent allocations of income, gain, loss and deduction for purposes of Federal, state and local taxes with respect to such property shall take account of any variation between the adjusted basis of such property for Federal income tax purposes and its Book Value in the same manner as under Code Section 704(c).

SECTION 6.5. Transfer of Capital Accounts.

In the event of a sale, exchange or other transfer of some or all of an Interest and only to the extent such sale or exchange is permitted hereunder, the Capital Account of the Member transferring such Interest shall become the Capital Account of the Transferee to the extent it relates to the portion of the Interest transferred. Such transferee shall be deemed a Member only in accordance with Article X.

SECTION 6.6. Compliance with Section 704(b) of the Code.

The provisions of this Article as they relate to the maintenance of Capital Accounts (other than Section 6.4(iii)) are intended, and shall be construed, and, if necessary, modified, to cause the allocations of profits, losses, income, gain and credits pursuant to Article VII to have substantial economic effect under the Regulations promulgated under Section 704(b) of the Code, in light of the distributions made pursuant to Article VII and the contributions to the Company made pursuant to this Article.

Notwithstanding anything herein to the contrary, this Agreement shall not be construed as creating a deficit restoration obligation or to otherwise personally obligate any Member to make a contribution in excess of the contribution of the Member required by Section 6.1.

ARTICLE VII - ALLOCATIONS AND DISTRIBUTIONS

SECTION 7.1. Allocations of Profit and Loss.

Except as may be required by Section 704(c) of the Code and the Sections of this Article and the Designation establishing any Preferred Class of Interests, the Company's Profit and Loss for each Taxable year shall be allocated to the Capital Accounts of the Members on a per Interest basis, regardless of whether an interest is a Class A. To the extent practicable and subject to the other terms and conditions herein, during each year (i) items of income, gain, loss or deduction on the sale or other disposition of investment assets during such year shall be allocated to the Members as of the date such items are realized by the Company and (ii) all other items of income, gain, loss or deduction generated during such year shall be allocated pro-rata to the Members (including Members who transferred Interests during such year) taking into account the number of days in such year and the number of days each Member and former Member was a Member during such year.

SECTION 7.2. Allocation of Profit.

Except as may be required by Section 704(c) of the Code and this Article and the Designation establishing any Preferred Class of Interests, the Company’s Profit for each Taxable Year shall be allocated to the Capital Accounts of the Members in the following priority:

(a) First, to the Members to the extent of and in proportion to the excess of (1) the aggregate amount of Losses allocated to each Member pursuant to Section 7.3(b) over (2) the aggregate amount of Profits previously allocated to each Member pursuant to this subparagraph (a);

(b) Next, to the Members to the extent of and in proportion to the excess of (i) the aggregate amount of Net Losses allocated to each Member pursuant to Section 7.3(a) over (2) the aggregate amount of Net Profits previously allocated to the Members pursuant to this subparagraph; and

(c) The balance, if any, in proportion to the number of Units held by each Member.

SECTION 7.3. Allocation of Loss.

Except as may be required by Section 704(c) of the Code and this Article and the Designation establishing any Preferred Class of Interests, the Company’s Loss for each Taxable Year shall be allocated to the Capital Accounts of the Members in the following priority:

(a) First, to the Members having positive Capital Account Balances up to an amount necessary to reduce such positive Capital Account Balances to zero, pro rata, in proportion with the ratio that each Member’s positive balance in its Capital Account bears to the aggregate positive balances in all Members’ Capital Accounts; and

(b) The balance, if any, in proportion to the number of Units held by each Member.

SECTION 7.4. Company Minimum Gain Chargeback.



If there is a net decrease in Company Minimum Gain for a Taxable year, each Member shall be allocated items of income and gain for that Taxable year equal to that Person's share of the net decrease in Company Minimum Gain. A Member's share of the net decrease in Company Minimum Gain is the amount of the total net decrease multiplied by such Person's percentage share of the Company Minimum Gain at the end of the immediately preceding Taxable Year. A Member's share of any decrease in Company Minimum Gain resulting from a Revaluation of Company Property shall equal the increase in such Person's Capital Account attributable to the Revaluation to the extent the reduction in minimum gain is caused by the Revaluation. A Member shall not be subject to the Company Minimum Gain chargeback requirement of this Section to the extent the Member's share of the net decrease in Company Minimum Gain is caused by a guarantee, refinancing, or other change in the debt instrument causing it to become partially or wholly a Recourse Liability or a Member Nonrecourse Liability, and the Member bears the economic risk of loss of loss (within the meaning of Section 1.752-2 of the Regulations) for the newly guaranteed, refinanced, or otherwise changed liability.

SECTION 7.5. Member Minimum Gain Chargeback.

If during a Taxable Year there is a net decrease in Member Minimum Gain, any Member with a share of that Member Minimum Gain ("partner minimum gain" as determined under Section 1.704-2(i)(5) of the Regulations) as of the beginning of that Taxable year shall be allocated items of income and gain for that Taxable Year (and, if necessary, for succeeding Taxable Years) equal to that Member's share of the net decrease in the Company Minimum Gain. A Member's share of the net decrease in Member Minimum Gain shall be determined in a manner consistent with the provisions of Section 1.704-2(g)(2) of the Regulations. A Member shall not be subject to the Member Minimum Gain chargeback requirement of this Section, however, to the extent the net decrease in Member Minimum Gain arises because the liability ceases to be Member Nonrecourse Liability due to a conversion, refinancing, or other change in the debt instrument that causes it to become partially or wholly a Company Nonrecourse Liability. The amount that would otherwise be subject to the Member Minimum Gain chargeback requirement of this Section shall be added to the Member's share of Company Minimum Gain. In addition, rules consistent with those applicable to Company Minimum Gain shall be applied to determine the Units of Member Minimum Gain and the Member Minimum Gain chargeback requirement of this Section to the extent provided under the Regulations issued pursuant to Section 704(b) of the Code.

SECTION 7.6. Qualified Income Offset.

Notwithstanding any provision of this Agreement to the contrary, in the event that a deficit in a Member's Capital Account is created or increased (taking into account any allocations, adjustments, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Regulations) in excess of such Member's share of Company Minimum Gain and Member Minimum Gain, plus the amounts, if any, that the Member is obligated to restore to the Company, such Member shall be allocated items of income and gain (consisting of a pro rata portion of each item of income and gain for such year) in an amount and manner sufficient to offset such deficit as quickly as possible.

SECTION 7.7. Tax Distributions.

Unless the holders of seventy-five per cent (75%) of the outstanding Class A Membership Interests shall agree otherwise, the Board shall within a reasonable time after the end of each Taxable Year, distribute to each Member on a per Membership Interest basis, without regard to class or series, cash in an amount intended to provide each Member with funds for the payment of federal, state and local income taxes resulting from the allocations made pursuant to Article VII to such Member for such Taxable Year. Any distributions paid pursuant to this clause shall be based upon a notional tax rate reasonably determined by the Board and applied to all such profit allocations regardless of the tax status of individual Members.

SECTION 7.8. Discretionary Distributions.

After making any tax distribution required by Section 7.7, subject to the terms of any Designation establishing a Preferred Class, the Board may distribute cash to the Members in accordance with the following order of priority:

(a) First, to and among the Members as necessary to cause the Members’ Capital Accounts to be proportionate to their relative Membership Interest ownership; and

(b) Thereafter, the balance, if any, to the Members in proportion to their Membership Interest.

ARTICLE VIII - TAXES

SECTION 8.1. Elections.

The Board may, in its discretion, make or refrain from making any tax elections for the Company allowed under the Code or the tax laws of any state of other jurisdiction that it deems necessary or advisable, including, without limitation, any election under Section 754 of the Code or any successor provision.

SECTION 8.2. Taxes of Taxing Jurisdictions.

To the extent that the laws of any Taxing Jurisdiction requires, the Company may withhold and pay over to such Taxing Jurisdiction the amount of any tax, penalty or interest required to be withheld and paid over under such laws with respect to items of income, gain and any other amounts allocable to any Member hereunder. Any such payments shall be treated as a distribution for purposes of Article VII.

SECTION 8.3. Tax Matters Partner.

Ian Parker is hereby designated as the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Code. The Board may, in its discretion from time to time, designate any other Member as the "Tax Matters Partner", provided such Member agrees to such designation. The Board is specifically directed and authorized to take whatever steps it deems necessary or desirable to perfect



each such designation. The Tax Matters Partner shall take such action as may be necessary to cause each other Member to become a notice partner within the meaning of Section 6223 of the Code. Any Member who is designated tax matter partner may not take any action contemplated by Sections 6222 through 6232 of the Code without the consent of the Board. Expenses incurred by the Tax Matters Partner, in its capacity as such, will be borne by the Company.

SECTION 8.4. Method of Accounting.

The records of the Company shall be maintained on the accrual method of accounting.

SECTION 8.5. Company Tax Returns.

The Board shall cause to be prepared and timely filed all tax returns required to be filed for the Company.

SECTION 8.6. Tax Reports.

The Board shall, as promptly as practicable after the end of each Taxable Year, but no later than September 15th, cause to be prepared and mailed to each Member of record federal income tax form K-1 and any other forms which are necessary or advisable.

SECTION 8.7. Taxation as Partnership.

The Members recognize that the Company will be treated as a partnership for U.S. federal income tax purposes, and the Board shall operate the Company in such a manner as will preserve its treatment as a partnership for U.S. federal income tax purposes.

ARTICLE IX - DISPOSITION OF INTERESTS

SECTION 9.1. Dispositions.

(a) No Member may dispose of all or any portion of that Member's Interest unless such Disposition complies with subsection (b) of this Section and unless:

(i) Such Disposition, alone or when combined with other transactions, would not result in (a) the taxation of the Company as a corporation; (b) the termination of the Company for tax purposes; and (c) an obligation on the part of the Company to register as an investment company;

(ii) The Company upon request receives an opinion of counsel satisfactory to the Board that such Disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable state and federal securities laws; and

(iii) The Company receives from the transferee of such Interest the information and agreements that the Board may reasonably require, including but not limited to any taxpayer identification number and any agreement that may be required by any Taxing Jurisdiction.

(b) In addition to the requirements set forth in subsection (a) of this Section no Member may Dispose of all or any portion of that Member's Interest unless (i) such Disposition is approved by the Board or (ii) such Disposition is to an existing Member, the spouse of a Member, an ancestor or descendant of a Member, the spouse of an ancestor or descendant of a Member, an entity in which any such individual holds or in which such individuals hold substantially all of the equity interests, the personal representative of a Member’s estate or the legatees or beneficiaries thereof, a trust established primarily for the benefit of any such individuals, or a corporation, organization or other entity contributions to which are deductible for Federal income and estate tax purposes under Sections 170 and 2055 of the Code. In addition to the requirements set forth in subsection (a) of this Section, no Member may Dispose of all or any portion of that Member’s Interest unless such Disposition is made in accordance with Section 9.2, 9.3 or 9.9.

SECTION 9.2. Right of First Refusal.

(a) Transfer Notice. If a Member proposes to Transfer any of its Interests to one or more third parties pursuant to an understanding with such third parties (a Transfer), then, unless otherwise permitted by Section 9.1, such Member (the Selling Member) shall give the Company written notice of the Member’s intention to make the Transfer (the Transfer Notice), which Transfer Notice shall include (i) a description of the Interests to be transferred (Offered Interests ), (ii) the identity of the prospective transferee(s), and (iii) the consideration and the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Selling Member has received a bona fide offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer.

(b) Company’s Option. The Company shall have an option for a period of 90 days from receipt of the Transfer Notice to elect to purchase the Offered Interests at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Company may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Units by notifying the Selling Member in writing before expiration of such 90-day period as to the number of Interests comprising such Member’s Interest it wishes to purchase. If the Company gives the selling Member notice that it desires to purchase any Interests, then payment therefore shall be in the same form as the third party offer (cash, note, etc), against delivery of the Interests to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefore, which shall be no later than 45 days after the Company’s receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s). If the Company fails to purchase all of the Offered Interests by exercising the option granted in this Section within the period provided, the Offered Interests shall be subject to the options granted to the other Members pursuant to this Agreement.



(c) Additional Transfer Notice. Subject to the Company’s right set forth in Section 9.2(a), if a Selling Member proposes a Transfer and the Company fails to purchase all, or a portion of, the Offered Interests, the Company, on behalf of the Selling Member, shall give each other Member an Additional Transfer Notice which shall include all of the information and certifications required in a Transfer Notice and shall additionally identify the Units included in the Offered Interest which the Company has failed to purchase (the Remaining Interests) and briefly describe the Members’ rights of first refusal and, in the case of a sale subject to Section 9.3, co-sale rights with respect to the proposed Transfer.

(d) Members’ Options. The Members shall have an option for a period of 90 days from the delivery of the Additional Transfer Notice from the Company set forth in Section 9.2(c) to elect to purchase their respective pro rata share of the Remaining Interests at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Member may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share (with any reallotments as provided below) of the Remaining Interests, by notifying the Selling Member and the Company in writing, before expiration of such 15-day period as to the number of Interests which he, she or it wishes to purchase (including any reallotment). Each Member’s pro rata share of the Remaining Interests shall be a fraction of the Remaining Interests , of which the number of Interests (including Interests issuable upon conversion of any convertible securities outstanding) owned by such Member on the date of the Transfer Notice shall be the numerator and the total number of Interests (including Interests issuable upon conversion of any convertible securities outstanding) held by all Members on the date of the Transfer Notice shall be the denominator. Each Member shall have a right of reallotment such that, if any other Member fails to exercise the right to purchase its full pro rata share of the Remaining Interests , the other participating Member may exercise an additional right to purchase, on a pro rata basis, the Remaining Interests not previously purchased. Each Member shall be entitled to apportion Remaining Interests to be purchased among its partners and Affiliates, provided that such Member notifies the Selling Member of such allocation. If any Member gives the Selling Member notice that it desires to purchase its pro rata share of the Remaining Interests and, as the case may be, its reallotment, then payment for the Remaining Interests shall be by check or wire transfer, against delivery of the Remaining Interests to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than 30 days after the Member’s receipt of the Additional Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s).

SECTION 9.3. Intentionally Omitted.


SECTION 9.5. Prohibited Transfers.

(a) In the event any Selling Member should sell any Interests in contravention of the co-sale rights of the other Members under Section 9.3 (a Prohibited Transfer), the Members, as the case may be, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Selling Member shall be bound by the applicable provisions of such option.

(b) In the event of a Prohibited Transfer, each Member shall have the right to sell to such Selling Member the type and number of the Interests equal to the number of Interests each Member would have been entitled to transfer to the third-party transferee(s) under Section 9.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:

(i) The price per Interest at which the Interests are to be sold to such Selling Member shall be equal to the price per Interest paid by the third-party transferee(s) to such Selling Member in the Prohibited Transfer. Such Selling Member shall also reimburse each Member for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Member’s rights under Section 9.

(ii) Within 45 days after the later of the dates on which the Member (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, each Member shall, if exercising the option created hereby, deliver to such Selling Member the certificate or certificates representing Interests to be sold, each certificate to be properly endorsed for transfer.

(iii) Such Selling Member shall, upon receipt of the certificate or certificates for the Interests to be sold by a Member, pursuant to this Section 9.5, pay the purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section [4.4(e)], in cash or by other means acceptable to the Member.

(iv) Notwithstanding the foregoing, any attempt by a Selling Member to transfer the Interests in violation of this Agreement shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such Interests without the written consent of a majority in interest of the Members.

SECTION 9.6. Exceptions to Right of Co-Sale.

The Right of Co-Sale provided in Section 9.3 shall not apply to (i) sales of Interests by any Selling Member in a firm commitment underwritten public offering; (ii) sales of Interests by any Selling Member in connection with a merger, consolidation, sale of all or substantially all of the assets or reorganization of the Company; (iii) a pledge of Interests by any Selling Member that creates a mere security interest, provided the pledgee agrees to be bound by the terms of this Agreement; and (v) except as otherwise provided therein, the transfer of any or all of any Selling Member’s Interests in accordance with Section 9.1.

SECTION 9.7. Stop-Transfer Orders.

Each Member agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop- transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company shall not be required (i) to transfer on its books any Interests that have



been sold or otherwise transferred in violation of any of the provisions of this Section 9, or (ii) to treat as owner of such Interests or to accord the right to vote or pay dividends to any Purchaser or other transferee to whom such Interests shall have been transferred.

SECTION 9.8. Notices.

Any notice required to be given by any party to this Agreement shall be given pursuant to Section 13.8 hereof.

SECTION 9.9. Compelled Sale.

(a) If at any time a proposal for a sale of all or substantially all of the Company’s securities to or a merger with or into a person who is not directly or indirectly an Affiliate of the Company or any Member for a specified price payable in cash, securities or any other consideration and on specified terms and conditions or any other change of control event (a Sale Proposal), shall have been consented to by a majority of the Board of Managers and approved by the holders of a majority of the issued and outstanding Class A Membership Interests (the Approving Members), then the Approving Members may require all of the Members (the Remaining Members) to sell all of the Interests held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same per Interest consideration (equitably adjusted to take into account the exercise price of any options or warrants) and otherwise on the terms and conditions provided in this Section 9.9.

(b) The Company, if instructed in writing by the Approving Members, shall send written notice (the Compelled Sale Notice) of the exercise of the rights of the Approving Members pursuant to this Section 9.9 to each of the Remaining Members setting forth the consideration per Interest to be paid pursuant to the Sale Proposal and the other terms and conditions of the transaction. Each Remaining Member, and, if applicable, the Company, upon receipt of the Compelled Sale Notice, shall be obligated to (i) vote its Interests in favor of such Sale Proposal at any meeting of the Members of the Company called to vote on or approve such Sale Proposal, (ii) sell all of its Interests and participate in the transaction (the Compelled Sale) contemplated by the Sale Proposal and (iii) otherwise take all necessary action, including, without limitation, providing access to documents and records of the Company, entering into an agreement reflecting the terms of the Sale Proposal, surrendering Membership Interest certificates, giving any customary, reasonable and accurate, as applied to such Member, representations and warranties given by any other Member and executing and delivering any certificates or other documents, reasonably requested by the Approving Members and their counsel, to cause the Company and the Approving Members to consummate such Compelled Sale. Any Compelled Sale Notice may be rescinded by the approving Members by delivering written notice thereof to all of the Remaining Members.

(c) The obligations of the Members pursuant to Sections 9.9(a) and (b) are subject to the satisfaction of the following conditions:

(i) in the event that the Members are required to provide any representations, warranties or indemnities in connection with the Compelled Sale (other than representations, warranties and indemnities concerning each Member’s valid ownership of its Interests , free of all liens and encumbrances (other than those arising under applicable securities laws), and each Member’s authority, power and right to enter into and consummate the Compelled Sale without violating any other agreement), then each Member shall not be liable for more than its pro rata share (based upon the consideration received) of any liability for misrepresentation, breach of warranty or indemnity and such liability shall not exceed the total purchase price received by such Member for its Interests and such liability shall be satisfied solely out of any funds escrowed for such purpose; and

(ii) upon the consummation of the Compelled Sale, all of the Members shall receive the same proportion of the aggregate consideration from such Compelled Sale as such Members would have received if such aggregate consideration had been distributed by the Company in connection with a liquidation or sale of all or substantially all the assets of the Company pursuant to this Operating Agreement as in effect immediately prior to such Compelled Sale (giving effect to applicable orders of priority and/or the right and option of holders of any Interests of convertible securities to convert any such securities in connection with such Compelled Sale to the extent such Units shall be so converted).

(d) The Members shall bear their pro rata share (based upon the amount of consideration received) of the costs of any sale of Interests pursuant to a Compelled Sale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the Purchaser in such Compelled Sale. Costs incurred by any Member on its own behalf will not be considered costs of the Compelled Sale hereunder.

SECTION 9.10. Sales Free and Clear.

All transfers of Interests under this Section 9 by a Selling Member shall be made free and clear of any and all liens, claims, encumbrances or other restrictions or limitation, other than this Agreement.


SECTION 9.12. Dispositions not in Compliance Void.

Any Disposition or attempted Disposition of an Interest, or any part thereof, not in compliance with this Article shall be, and is declared to be, null and void ab initio.



ARTICLE X - ADMISSION OF SUBSTITUTE AND ADDITIONAL MEMBERS

SECTION 10.1. Admission of Substitute Members.

(a) An assignee or other transferee of all or any portion of an Interest shall be admitted as a Substitute Member and shall have all the rights, and assume all of the obligations, with respect to such Interest (including all the rights and obligations of the Member who assigned such Interest with respect thereto) only

(i) if such transfer complies in all respects with Section 9.1;

(ii) upon compliance with the procedures for admission contained in Section 10.3 and (iii) upon receipt by the Company of written authorization from the Member transferring such Interest (with an appropriate signature guarantee, if requested by the Company).

(b) The admission of a Substitute Member shall not release the Member who disposed of such Interest (or any part thereof), nor release any subsequent transferee of such interest, from any liability to the Company in respect of such Interest that may have existed prior to such admission.

SECTION 10.2. Admission of Additional Members.

Subject to Article V, the Board shall have the authority to admit Additional Members and to determine the capital contributions of such Members and to issue such Interests in such classes or series and in such number of Units as the Board shall deem necessary or advisable.

SECTION 10.3. Procedure for Admission.

(a) No Person shall be admitted as a Substitute Member or Additional Member until (i) such Person and the Company execute an agreement (an "Admission Agreement") whereby such Person (A) agrees to the terms and conditions of this Agreement, as such agreement may be amended from time to time in accordance herewith, and to such other terms and conditions as the Board shall reasonably require in connection with such admission (provided such other terms and conditions are not inconsistent herewith), and (B) in the case of an Additional Member, agrees to make such capital contribution as the Board shall determine and (ii) in the case of an Additional Member, such Person has made the capital contribution required to be made pursuant to such Admission Agreement.

(b) The Company will reflect the admission of a Member pursuant to this Article in the records of the Company as soon as is reasonably practicable after satisfaction of the conditions set forth in this Article and the conditions, if any, set forth in the Admission Agreement to which such Person is a party.

(c) For purposes of this Agreement, (i) no Person shall be deemed a Member until such time as such Person is reflected as a Member on records of the Company as provided for in subsection (b) of this Section, and (ii) no holder of an Option or Warrant shall be deemed a Member as a result of holding such Option or Warrant until such time as such person exercises such Option or Warrant in accordance with its terms.

ARTICLE XI - DISSOCIATION OF A MEMBER

SECTION 11.1. Dissociation Events:

(a) A Person shall cease to be a Member upon the happening of any of the following

(i) the Disposition by a Member of his entire Interest; (ii) the Member becoming a Bankrupt Member; (iii) in case of a Member who is a natural person, the death of the Member or the entry of an order by a court of

competent jurisdiction adjudicating the Member incompetent to manage such Member's estate; (iv) in the case of a Member that is a trust, the termination of the trust (but not merely the substitution of a new trustee); (v) in the case of a Member that is an Organization, the dissolution, winding- up, liquidation or merger of such

Organization; or (vi) in the case of a Member that is an estate, the distribution by the fiduciary of the estate of its entire Interest in the

Company; (vii) the event the member imbeciles, steals or otherwise works in bad faith against the Company and the Company

opportunities.

(b) Each Dissociated Member shall promptly notify the Company in writing of the date and the relevant facts surrounding his or its Dissociation.

SECTION 11.2. Effect of Certain Dissociations.

Upon the Dissociation of a Member other than pursuant to Section 11.1(a)(i), the transferee or other successor in interest to the dissociated Member's Interest may, to the extent (and only to the extent) required by the Delaware Act, exercise all of such Dissociated Member's rights hereunder as if such Dissociated Member has not Dissociated and, upon compliance with Article X, such person shall be admitted as a Member.



SECTION 11.3. Damages.

The provision set forth herein shall not effect any claim for damages the Company may have against the Dissociated Member if such Dissociation is in violation of this Agreement. The Company shall have the right to offset any payments due under this Agreement in respect of a Dissociated Member's Interest (whether payable to the Dissociated Member or any successor in interest) by any damages that the Company may incur as a result of the Dissociation of such Member in contravention of this Agreement.

ARTICLE XII - DISSOLUTION AND WINDING-UP

SECTION 12.1. Dissolution.

The Company shall be dissolved and its affairs wound up, upon the first to occur of the following events:

(a) the written consent of a Super Majority in Interest (75% or better) along with at least the Majority of Interest of the Initial Members; or

(b) the entry of a decree of judicial dissolution of the Company under the Delaware Act (or any successor provision).

SECTION 12.2. Notice of Dissolution.

Upon the dissolution of the Company, the Company shall promptly notify the Members of such dissolution.

SECTION 12.3. Distribution of Proceeds Upon Dissolution.

Upon dissolution of the Company, the Board shall immediately commence to wind-up the Company’s affairs. Following such winding up, the assets of the Company shall be distributed:

(a) First, to satisfy debts and obligations of the Company;

(b) Second, to set up any reserves deemed appropriate by the Board;

(c) Third, subject to the rights set forth in any Designation establishing a Preferred Class, among the Members in proportion to the amounts in their Capital Accounts; and

(d) Thereafter, to the extent the amount to be distributed exceeds the aggregate capital accounts of the Members, in proportion to the number of Units held by each Member.

SECTION 12.4. Termination.

The winding-up of the Company shall be completed and the Company shall terminate when (i) all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made, (ii) all of the remaining property and assets of the Company have been distributed to the Members in accordance with this Article, and (iii) a certificate of dissolution shall be delivered to the Secretary of State of the State of Delaware in the manner required by the Delaware Act.

ARTICLE XIII - MISCELLANEOUS PROVISIONS

SECTION 13.1. Amendment.

Except as otherwise provided in this Agreement or any Designation of any class or series of Interest, this Agreement may be amended or modified from time to time only by a written instrument adopted by Members holding of record a majority of Membership Interests. Notwithstanding the foregoing, (x) the amendment of any provision of this Agreement increasing, decreasing or changing the manner of calculating any required vote or consent of the Members or the Board shall require the vote or consent of the Members or the Board, as the case may be, pursuant to such provisions immediately prior to any such amendment, (y) without the written consent of each Member adversely affected thereby (the "Affected Member"), no amendment of this Agreement (including an amendment establishing a new class or series of Interests) shall be made that (i) requires the Affected Member to make any capital contribution to the Company other than as set forth in the Admission Agreement or other agreement pursuant to which such Member acquired its interest from the Company, (ii) imposes any personal liability on the Affected Member for the obligations of the Company, or (iii) alters the manner of computing the distributions of Company Property to the Affected Member upon the liquidation of the Company; and (z) any amendment to this Agreement that would cause the Company to fail to be treated as a partnership for federal income tax purposes shall require the consent of all the Members.

SECTION 13.2. Entire Agreement.

This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written oral agreements, and all contemporaneous oral agreements, relating to such matters.

SECTION 13.3. Indemnification.

(a) To the fullest extent permitted by the Delaware Act, a manager of the Company shall not be personally liable to the Company or the Members for monetary damages for breach of duty as a manager. Without limiting the foregoing in any respect, a manager of the Company shall not be personally liable to the Company or the Members for monetary damages for breach of duty as a manager, except for liability (i) for any breach of the manager's duty of loyalty to the Company or the Members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the manager derived an improper personal benefit. If the Delaware Act is amended to further eliminate or limit the personal liability of managers, then the liability of a manager of the Company



shall be eliminated or limited to the fullest extent permitted by the Delaware Act, as so amended. Any repeal or modification of this Section shall not adversely affect any right or protection of a manager of the Company existing at the time of such repeal or modification.

(b) (i) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any proceeding by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a manager or officer of the Company or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (whether such request is made before or after the acts taken or allegedly taken or events occurring or allegedly occurring which give rise to such proceeding), including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, manager, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Act, as the same exists or may hereafter be amended (but, in case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a manager, officer, employee or agent of the Company and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in subsection (b), (ii) of this Section, the Company shall indemnify any such person seeking indemnification pursuant to this subsection in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. In the event a manager or officer of the Company shall serve as a director, manager, officer, employee or agent of any limited liability company, corporation, partnership, joint venture, trust or other enterprise in which the Company maintains an investment it shall be conclusively presumed for purposes of the indemnification provided for herein that such service has been undertaken at the request of the Company; and provided, further, unless otherwise agreed, once the Company disposes of its entire interest in any such entity, such indemnification shall cease as to all proceedings relating to such other entity arising from actions taken after such disposition. The foregoing presumption shall apply regardless of whether such manager or officer is serving such entity at the request of a third party or that his or her service with such entity was commenced prior to the effectiveness of this Section or prior to his or her becoming an officer or manager of the Company. The right to indemnification conferred herein shall be a contract right based upon an offer from the Company which shall be deemed to be accepted by such person's service or continued service as a manager or officer of the Company. Any party entitled to indemnification hereunder shall be entitled to be reimbursed for the expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that, if the Delaware Act requires, the payment of such expenses incurred by a manager or officer in his or her capacity as a manager or officer (and not in any other capacity in which service was or is rendered by such person while a manager or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of an undertaking, by or on behalf of such manager or officer, to repay all amounts so advanced if it shall ultimately be determined that such manager or officer is not entitled to be indemnified under this Section or otherwise. The Company may, by action of the Board, provide indemnification to employees or agents of the Company with the same scope and effect as the foregoing indemnification of managers and officers.

(ii) Right of Claimant to Bring Suit. If a claim under subsection (b)(i) of this Section is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the Delaware Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel, or its Members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware Act, nor an actual determination by the Company (including the Board, independent legal counsel, shall be a members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(iii) Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any right which any person may have or hereafter acquire under any statute, provision of this Agreement, the This Agreement, any other agreement with the Company, vote of the Board or the Members or disinterested managers or otherwise.

(iv) Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act or this Agreement.

(v) Severability. If any subsection of this Section shall be deemed to be invalid or ineffective in any proceeding, the remaining subsections hereof shall not be affected and shall remain in full force and effect.

SECTION 13.4. Successors; Counterparts.

This Agreement (a) shall be binding as to the executors, administrators, estates, heirs and legal successors, or nominees or representatives, of the Members and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterpart had all executed one counterpart. Except to the extent expressly provided herein, no Person other than the



Members and their respective executors, administrators, estates, heirs and legal successors, or their nominees or representatives, shall obtain any rights by virtue of this Agreement.

SECTION 13.5. Governing Law.

This Agreement shall be governed by in construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

SECTION 13.6. Filings.

Following the execution and delivery of this Agreement, the Board shall promptly prepare, or cause to be prepared, any documents required to be filed and recorded under the Delaware Act, and the Board shall promptly cause each such document to be filed and recorded in accordance with the Delaware Act and, to the extent required by local law, to be filed and recorded or notice thereof to be published in the appropriate place in each jurisdiction in which the Company may hereafter establish a place of business. The Board shall also promptly cause to be filed, recorded and published such statements or other instruments required by any provision of any applicable law of the United States or any state or other jurisdiction which governs the conduct of its business from time to time.

SECTION 13.7. Additional Documents.

Each Member, upon the request of the Company, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

SECTION 13.8. Notices. All notices provided for in this Agreement shall be in writing, duly signed by the party giving such notice, and shall be delivered, tele-copied or mailed by registered or certified mail, as follows:

(a) If given to the Company, in care of the Managers of the Company at the Company's mailing address set forth below:

81 Prospect St, 8th Floor, Brooklyn, NY 11201

with a copy to:

Steven R. Stern, Esq, 445 Broad Hollow Rd, Suite 124, Melville, NY 11747

(b) If given to any Member, at the address thereof set forth on the registration books maintained by or on behalf of the Company.

Each such notice, request or other communication shall be effective (i) if given by telecopier, when transmitted to the number specified in such registration books and confirmation of receipt is received, (ii) if given by mail, 3 business days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address specified in such registration books.

SECTION 13.9. No Partnership Intended for Nontax Purposes.

The Members have formed the Company under the Delaware Act, and expressly do not intend hereby to form a partnership. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall, notwithstanding any exculpatory provision herein to the contrary, be liable to any other Member who incurs personal liability by reason of such wrongful representation.

SECTION 13.10. Rights of Creditors and Third Parties.

This Agreement is entered into among the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement, any Admission Agreement or any other agreement between the Company and any Member with respect to any capital contribution to the Company or otherwise.

SECTION 13.11. Headings.

The table of contents and headings in this Agreement are included convenience and reference only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 13.12. Gender and Number.

Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, any other gender, masculine, feminine or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words "hereof", "herein" and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof. References to Section and Article numbers herein shall, unless otherwise indicated, refer to Sections and Articles of this Agreement.

SECTION 13.13. No Waiver.

The failure or delay on the part of any Member, the Company or the Board in exercising any right or remedy under this Agreement, or any other agreement between the parties, or otherwise, will not operate as a waiver thereof. The express waiver by any such Person of a breach of any provision of this Agreement by any other Person shall not operate or be construed as a waiver of any subsequent breach by said Person. No waiver will be effective unless and until it is in written form and signed by the waiving party.



IN WITNESS WHEREOF, the Initial Members and the Organizer have duly executed this Operating Agreement as of the date first above-written.

Managing Member of International Metals Trading, LLC:

JSK Capital, LLC

Joseph Kalinowski, Chief Investment Officer

Members:

Signature Page Attached to Preferred Unit Subscription Agreement