PART II AND III

PRELIMINARY OFFERING CIRCULAR: An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 22, 2021, SUBJECT TO COMPLETION

AMAZON GOLD, LLC

c/o Theodore Dinges

9001 E San Victor Drive, Unit 1002

Scottsdale, AZ 85258

Best Efforts Offering of

2,500,000 Shares of Class A Membership Interest

Per Share Purchase Price: $4.00

Minimum Investment Amount: 100 shares for $400

This Offering Circular relates to the offer and sale of up to an aggregate of 2,500,000 shares of Class A membership interest of Amazon Gold, LLC (the “Company”), at a price of $4.00 per share, in a self-underwritten, best-efforts offering for gross proceeds of $10,000,000.00. Funds placed in escrow will be released to the Company and used when, as and if received and all escrow release criteria have been met. See “Process of Subscribing”. Each subscriber to purchase our shares must purchase a minimum of 100 shares for a total minimum investment of $400.00. Sales of our Class A membership interest pursuant to offering will commence as soon as the Regulation A+ Offering Statement of which this Offering Circular is a part, is qualified by the U.S. Securities and Exchange Commission (the “SEC”), and will continue until the earliest of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, and (3) the date at which the offering is earlier terminated by Amazon Gold, LLC in its sole discretion. See “Summary of Offering”, “Description of Securities We Are Offering”, and “Plan of Distribution”, in this Offering Circular. We are using the Form 1-A disclosure format in this Offering Circular.

The Company is a Delaware limited liability company formed on December 7, 2020.  The Company is governed by its Manager, Theodore Dinges, who is also a co-founder and serves as President of the Company.  Gary Dinges, Ted’s brother, serves as Vice President and Principal Accounting Officer, and is also a co-founder of the Company.  See “Our Management” in this Offering Circular.  We have no operations or facilities as of the date of this Offering Circular. The principal operations of the Company will be provided by third party contractors and we plan to use the net proceeds from the offering primarily to fund the Company’s operations to be conducted by such contractors.   See “How We Plan To Use Proceeds from the Sale of Our Shares” and “Description of Our Business” in this Offering Circular.

This offering is available to both accredited and non-accredited investors. Generally, if you are a non-accredited investor, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Investment in our Class A membership interest involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in the shares in the “Risk Factors” section of this Offering Circular. This Offering Circular supersedes any prior offering memorandum with respect to the offered shares.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

Legends or information required by the laws of the states in which we intend to offer our Class A membership interest are set forth following the Table of Contents.

The date of this Offering Circular is November 22, 2021

Table of Contents

IMPORTANT INFORMATION REGARDING THIS OFFERING CIRCULAR

This Offering Circular has been prepared solely for the benefit of authorized persons interested in the offering. This memorandum does not constitute an offer or solicitation to any person except those particular persons who satisfy the suitability standards described herein.

This Offering Circular is part of an offering statement that we filed with the SEC, using a continuous offering process. Periodically, as we make material investments, or have other material developments, we will provide an Offering Circular supplement that may add, update, or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

There is currently no public market for the offered shares. Shares purchased and sums invested are also subject to substantial restrictions upon withdrawal and transfer, and the shares offered hereby should be purchased only by investors who have no need for liquidity in their investment.

Non-U.S. investors have certain restrictions on resale and hedging under Regulation S of the act. Distributions under this offering might result in a tax liability for the non-U.S. investors. Each prospective investor is urged to consult his, her or its own tax advisor or pension consultant to determine his, her or its tax liability.

No person has been authorized in connection with this offering to give any information or to make any representations other than those contained in this memorandum, and any such information or representations should not be relied upon. Any prospective purchaser of shares who receives any such information or representations should contact the Company immediately to determine the accuracy of such information. Neither the delivery of this memorandum nor any sales hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the company or in the information set forth herein since the date hereof.

Prospective investors should not regard the contents of this memorandum or any other communication from the company as a substitute for careful and independent tax and financial planning. Each prospective investor is encouraged to consult with his, her, or its own independent legal counsel, accountant and other professionals with respect to the legal and tax aspects of this investment and with specific reference to his, her, or its own tax situation, prior to subscribing for any shares offered hereby.

The purchase of shares by an individual retirement account (“IRA”), Keogh plan or other qualified retirement plan involves special tax risks and other considerations that should be carefully considered. Income earned by qualified plans as a result of an investment in the company may be subject to federal income taxes, even though such plans are otherwise tax exempt.

The shares are offered subject to prior sale, acceptance of an offer to purchase, and to withdrawal or cancellation of the offering without notice. The Company reserves the right to reject any investment in whole or in part.

The Company will make available to any prospective investor and his, her, or its advisors the opportunity to ask questions and receive answers concerning the terms and conditions of the offering, the Company or any other relevant matters, and to obtain any additional information to the extent the Company possesses such information.

The information contained in this memorandum has been supplied by the Company and its management. This memorandum contains summaries of documents not contained in this memorandum, but all such summaries are qualified in their entirety by references to the actual documents. Copies of documents referred to in this memorandum, but not included as an exhibit, will be made available to qualified prospective investors upon request.

Use of Pronouns and Other Words

The pronouns “we”, “us”, “our” and the equivalent used in this Offering Circular mean Amazon Gold, LLC In the footnotes to our financial statements, the “Company” means Amazon Gold, LLC The pronoun “you” means the reader of this Offering Circular.

Summaries of Referenced Documents

This Offering Circular contains references to, summaries of and selected information from agreements and other documents. These agreements and other documents are not incorporated by reference; but, are filed as exhibits to our Regulation A Offering Statement of which this Offering Circular is a part and which we have filed with the U.S. Securities and Exchange Commission. We believe the summaries and selected information provide all material terms from these agreements and other documents. Whenever we make reference in this Offering Circular to any of our agreements and other documents, you should refer to the exhibits filed with our Regulation A Offering Statement of which this Offering Circular is a part for copies of the actual agreement or other document.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Securities will be sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that investments offered hereby are offered and sold only to “qualified purchasers” or at a time when our Securities are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

To qualify as an “Accredited Investor” an investor must meet one of the following conditions:

1. Any natural person who had an individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of Three Hundred Thousand Dollars ($300,000) in each of those years and who has a reasonable expectation of reaching the same income level in the current year;

2. Any natural person whose individual net worth or joint net worth, with that person’s spouse or spousal equivalent, at the time of their purchase exceeds One Million Dollars ($1,000,000) (excluding the value of such person’s primary residence);

3. 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 Fund Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Fund (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 Five Million Dollars ($5,000,000.00) or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

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

5. Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of Five Million Dollars ($5,000,000);

6. Any director or executive officer, or knowledgeable employee of a fund, as the issuer of the securities being sold, or any director, executive officer, or knowledgeable employee, or fund of a fund of the issuer;

7. Any trust with total assets in excess of Five Million Dollars ($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)(b)(2)(ii) of the Code; and/or limited liability companies with $5 million in assets, SEC- and state-registered investment advisers, exempt reporting advisers, and rural business investment companies (RBICs).

8. Any individual holding and maintaining in good standing with: a specific, verifiable professional certification, designation, or credential as designated by the SEC via Commission Order or, any one of the following securities licenses: Series 7, Series 82, Series 65.

9. Indian tribes, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5 million and that was not formed for the specific purpose of investing in the securities offered.

10. “Family Offices” with at least $5 million in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act.

11. Any entity in which all the equity owners are accredited investors as defined above.

SUMMARY OF OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering Circular. This Offering Circular, together with the exhibits attached including, but not limited to, the Certificate of Formation and the Operating Agreement of the Company (collectively, the “Governing Documents”), and the Subscription Agreement, should be read in their entirety before any investment decision is made. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Governing Documents. If there is a conflict between the terms contained in this Offering Circular and the Governing Documents, then the Governing Documents shall prevail.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Offering Circular contains forward–looking statements that involve risks and uncertainties. We use forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward–looking statements. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans, or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for dividends, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this Offering Circular, including those set forth below.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Offering Circular. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Offering Circular. The matters summarized below and elsewhere in this Offering Circular could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this Offering Circular, whether as a result of new information, future events or otherwise.

YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS OFFERING CIRCULAR

You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide information different from that contained in this Offering Circular. We will sell our Shares of Class A membership interest only in jurisdictions where such sale and distribution is permitted. The information contained in this Offering Circular is accurate only as of the date of this Offering Circular regardless of the time of delivery of this Offering Circular or the distribution of our Shares of Class A membership interest.

RISK FACTORS

There are significant risks associated with investing in the Company’s Securities and such Securities are highly speculative and should not be purchased by anyone who cannot afford a total loss of his or her entire investment. Before you purchase Securities in the Company, please review below a list of risks that the Company specifically wants to bring to your attention. There are undoubtedly many more risks that could interfere with the business of the Company and the summary below is not intended to be full and complete. You should carefully consider the following risk factors together with all of the other information included in this offering circular, including the matters addressed under “Forward-Looking Statements,” in evaluating an investment in the Company’s Securities. If any of the following risks were to occur, the Company’s business, financial condition, results of operations, cash flows and ability to make cash distributions could be materially adversely affected. The following risk factors do not include factors or risks which may arise or result from general economic conditions that apply to all businesses in general or risks that could apply to any issuer or any offering.

Risks Related to an Investment in the Company - General

We are conducting this offering on a “best efforts” basis.

This Offering is being conducted on a “best efforts” basis. No guarantee can be given that all or any of the securities will be sold, or that sufficient proceeds will be available to conduct successful operations. Receipt of a relatively small amount of capital contributions may reduce the ability of the Company to spread investment risks through diversification of its loan portfolio. If we are unable to raise substantial funds, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments that we make. In that case, the likelihood that any single asset’s performance would adversely affect our profitability will increase. Your investment in our shares will be subject to greater risk to the extent that we lack a diversified portfolio of investments. Further, we will have certain fixed operating expenses, including certain expenses as a public reporting company, regardless of whether we are able to raise substantial funds in this offering. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions.

An investment in Securities is speculative and there is no guarantee of profitability.

The Manager anticipates that revenues will be sufficient to create net profits for the Company. However, there can be no assurance that revenues will be sufficient for such purpose. Although the Manager believes in the Company’s economic viability, there can be no guarantee that the business of the Company will be profitable to the extent anticipated. Poor performance by the business could significantly affect the ability of the Company to make the Preferred Returns to Class A Members, as well as the total returns to the Class A Members and Class B Members.

Preferred Return is not guaranteed.

The Manager anticipates that revenues will be sufficient to generate the Preferred Return of 12% per annum.  However, there can be no assurance that the Company will have sufficient Distributable Cash to pay the Preferred Return in any given quarter. The Preferred Return is Non-Cumulative, meaning that the Preferred Return is not guaranteed, and any portion of the Preferred Return not paid to a Member because the Fund does not have sufficient Distributable Cash to pay the Preferred Return in a given quarter will not carry forward.

There is no guaranteed return of Investor’s investment.

The investments offered hereby are speculative and involve a high degree of risk. There is no assurance that the investment will be profitable, or that the profit will meet expectations. There is no guarantee that the Company will be able to return to Investors the full amount of their investment, or even a portion of their investment. There is the potential that Investors could lose their entire investment in the Company. For this reason, each prospective Investor should read this Offering Circular and all documents in the Subscription Booklet carefully and should consult with his/her or its own legal counsel, accountant(s), or business advisor(s) prior to making any investment decision.

Among the factors that could affect profits are:

Our limited liquidity and financial resources threaten our ability to remain in business and pursue our business plan.

The Company does not currently have any liquidity and financial resources. We do not have capital to fund our plan of operations and cannot become a going concern without sufficient equity or debt funding. In the event we are not able to obtain sufficient funding to become a going concern, we may cease operations, in which event you would lose your entire investment. We have placed a “going-concern” qualification in the notes to our financial statements which expresses doubt about our ability to remain in business.

We expect to raise additional capital that may not be available on acceptable terms.

We may in the future raise additional capital through a variety of sources, including the public equity markets, additional private equity financings, collaborative arrangements and/or private debt financings. Additional capital may not be available on terms acceptable to us, if at all. If additional capital is raised through the issuance of equity securities, our Members will experience dilution, and such securities may have rights, preferences, or privileges senior to those of the holders of our Class A membership interest. If we raise additional capital through the issuance of debt securities, the debt securities would have rights, preferences, and privileges senior to holders of Class A membership interest, and the terms of that debt could impose restrictions on our operations.

The Jumpstart Our Business Startups (JOBS) Act will allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The JOBS Act enacted in 2012 is intended to reduce the regulatory burden on “emerging growth companies”. We meet the definition of an “emerging growth company” and so long as we qualify as an “emerging growth company,” we will, among other things:

Although we are still evaluating the JOBS Act, we currently intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company.” We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our future independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company”, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate us. As a result, investor confidence in us and the market price of our Class A membership interest may be adversely affected.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A membership interest less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the audit or attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and member approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A membership interest less attractive because we may rely on these exemptions. If some investors find our Class A membership interest less attractive as a result, there may be a less active trading market for our Class A membership interest and our share price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

If you invest in our Class A membership interest, your investment may be disadvantaged by future funding, if we are able to obtain it.

To the extent we obtain funding by issuance of Class A membership interest or securities convertible into Class A membership interest, you may suffer significant dilution in percentage of ownership and, if such issuances are below the then value of Member equity, in Member equity per share. In addition, any debt financing we may secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital with which to pursue our business plan, and to pay dividends. You have no assurance we will be able to obtain any additional financing on terms favorable to us, if at all.

Early investors have a greater risk of loss than later investors.

Although each investor must purchase a minimum of 100 shares, for a total investment of $400, we have not established any aggregate minimum number of shares we must sell in order to sell any shares. We plan to begin using proceeds from the sale of our Class A membership interest for the purposes set forth under “How We Plan To Use Proceeds from the Sale of Our Shares” as soon as received. Early investors will not know how many shares we will ultimately be able to sell, the amount of proceeds from sales, and whether the proceeds will be sufficient for us to establish facilities and minimum operations described in this Offering Circular. Later investors will be able to evaluate the amount of proceeds we have raised prior to their investment, how we have actually used those proceeds, and whether we are likely to produce sufficient returns on investment.

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to and held in our Company’s bank accounts if the Subscription Agreements are in good order and we accept the investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.

The trading in our shares will be regulated by the Securities and Exchange Commission Rule 15G-9 which established the definition of a “Penny Stock.”

You have no assurance our Class A membership interest will trade at prices above historic levels and price needed to put it above the “penny stock” level, notwithstanding an offering price above that level. Based on the historic trading prices of our Class A membership interest and the market in which it trades, our shares are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the SEC. The Exchange Act and penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and must deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.

We are selling the shares of this offering without an underwriter and may be unable to sell any shares.

Our offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our directors and executive officers, who will receive no commissions. There is no guarantee our directors and executive officers will be able to sell any of the shares. Unless they are successful in selling all of the shares we are offering, we may have to seek alternative financing to implement our business plan.

Voting control by our Management means you and other Members will not be able to elect our Manager and you will have no influence over our management.

Our management owns 7,085,000 shares of our Class B membership interest. Each share of Class A membership interest has a right to one (1) vote per share. Each share of Class B membership interest has a right to ten (10) votes per share. Accordingly, our Management controls eighty-six and eight-tenths percent (86.8%) of all fully diluted voting rights available for the 17,857,143 currently authorized shares, assuming all shares in this Offering are sold, and the investors and any other non-management Members will not be able to elect any managers or approve or effectively oppose any actions or transactions requiring Member approval.

Risks Related To Our Business

Industry Regulatory Risks.

The mining, transportation, refining, and sale of valuable natural resources is subject to stringent laws and significant regulation, including regulations dealing with environmental, health and safety, and other concerns. There is no assurance that current regulations affecting the Company, the Operations Servicer, its trading partners, or the Operations Services Agreement will remain in place. There is a significant risk that future regulations could be more burdensome on companies such as the Operations Servicer and its trading partners, or any future third-party operations servicer and its trading partners. There is no guarantee that the Company, the Operations Servicer (or any future operations servicer), or any of its trading partners, will be able to remain compliant with current or future regulations while remaining profitable.

Currency Risks.

The business of the Company involves transactions that may involve different currencies. Exchanging money from one currency to another during the course of an investment brings the risk that an unfavorable exchange rate will impair the value of investment. The prices of commodities, such as gold, are also independent of any particular currency and can rise or fall compared to the value of a currency. The strength of various international currencies compared to each other, or compared to a specific commodity, is impossible to predict, and may impair the value of investment.

Risks inherently associated with high-value commodities.

The Company’s focus is the trade of precious metals, primarily gold. The gold industry, like other high-value commodities industries, is fraught with peril. Historically, gold-related investments have been disproportionately associated with theft, fraud, embezzlement, and other crimes. By its nature, gold attracts criminal activity and investments in gold-related activities are particularly risky for this reason. High-value commodities are also prone to fluctuations in value based on general economic conditions and prevailing investment strategies. High- value commodities can be the subject of extreme increases or decreases in value based on irrational market exuberance or fear. These fluctuations and market developments are impossible to predict, and it may be difficult or impossible for the Company or the Operations Servicer to react quickly to fluctuations in value or other market developments when they occur. Potential Investors are encouraged to obtain independent investment advice relating to the risks associated with investing in the trade of gold in international markets.

The Company and the Operations Servicers rely on key relationships.

The initial Operations Servicer has developed key relationships in Brazil, both in the public sector as well as in the private sector, that enable it to conduct its business. If these relations deteriorate or are terminated, the Operations Servicer may not be able to conduct its business economically in Brazil, or may not be able to conduct its business at all. Some emerging economies are prone to bribery or other forms of corruption. The Operations Servicer’s involvement in Brazil may place it, and subsequently the Company, at higher risk of being exposed to such corrupt foreign practices, and could potentially lead to violations of U.S. and other laws.

The Company will also engage Operations Servicers in the United States who will also have key relationships that will impact the Company’s operations.  If relations with any Operations Service r deteriorate or are terminated, it may have a substantial impact on the Company’s operations.

The Operations Servicer may terminate the Operations Services Agreement. The Operations Services Agreement provides that the Company or the Operations Servicer may unilaterally terminate the Operations Services Agreement if the operations result in a lower than expected return on investment. Because either party may unilaterally terminate the Operations Services Agreement, you may not be able to control the timing of when your investment is returned to you.

Risks Related to Compliance and Regulation

We are subject to significant government regulation, which may affect our ability to operate.

The industry in which the Company will become a participant (whether third-party or otherwise) may be highly regulated at both state and federal levels, both with respect to its activities as an issuer of securities and its investing activities. Some of these regulations are discussed in greater detail below under “U.S. Securities Laws and Foreign Investors,” “Compliance with Anti-Money Laundering Requirements,” “Usury Risk,” “Risk that the Company May Become Subject to the Provisions of the Investment Company Act of 1940,” “Risk that the Manager May Become Subject to the Provisions of the Investment Advisers Act of 1940,” “The Company’s Reliance on Exclusions from the Investment Company Act May Impact Certain Investment Decisions,” and “Recent and Anticipated Legislative and Regulatory Activity.” The Company or the Company Assets may be subject to governmental regulations in addition to those discussed in this Offering Circular, and new regulations or regulatory agencies may develop that affect the Company’s operations and ability to generate revenue. The Company will attempt to comply with all applicable regulations affecting the markets in which it operates. However, such regulation may become overly burdensome and therefore may have a negative effect on the Company’s ability to perform as illustrated.

An investment with the Company involves a high degree of risk due to the nature of the investment.

The Company may never achieve the financial projections disclosed. All statements other than statements of historical fact included herein or in related materials from the Company including, without limitation, statements regarding the Company’s business strategy, and the estimates, plans, intentions and objectives of management of the Company, are forward-looking statements that involve risks and uncertainties. Important factors that could cause actual results to differ materially from the Company’s estimates, plans, intentions and objectives are disclosed below.

We are offering securities pursuant to recent amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our securities less attractive to Investors as compared to a traditional initial public offering.

As a Tier 2 issuer, we will be subject to scaled disclosure and reporting requirements as compared to a traditional initial public offering, which may make an investment in our Securities less attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regard to how the SEC or the individual state securities regulators will regulate both the offer and sale of our securities, as well as any ongoing compliance that we may be subject to. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of our Securities, we may be unable to raise the necessary funds necessary to commence operations, or acquire property, which could severely affect the value of our Securities.

We may become subject to the Investment Company Act, which could interfere with our intended operations.

The Company intends to operate so as to not be regulated as an investment company under the Investment Company Act based upon the definition of an “investment company” set forth in Section 3(a)(1) of the Investment Company Act (15 U.S.C. § 80a-3(a)(1)) and the exemption provided by Section 3(b)(1) (15 U.S.C. § 80a-3(b)(1)) thereunder. Accordingly, the Company does not expect to be subject to the restrictive provisions of the Investment Company Act. However, if the Company fails to qualify for exemption from registration as an investment company, its ability to conduct its business as described herein will be compromised. Any such failure to qualify for such exemption would likely have a material adverse effect on the Company.

This offering is being made subject to Regulation A, which has recently undergone significant changes.

The Company is conducting this offering pursuant to Regulation A, which was amended effective June 19, 2015. Because of these recent amendments, there is still significant uncertainty with respect to the parameters of an offering pursuant to this regulation. In addition, these regulations may change as regulators develop practices with respect to such amendments, which changes may be detrimental to the Company or its ability to raise funds. If the Company were to inadvertently violate the parameters of this type of offering, it may be subject to enforcement action or civil liabilities under securities laws. Such violation may also affect the Company’s ability to raise capital in the future.

Compliance with anti-money laundering requirements may require the Company to disclose Investor information to regulatory authorities.

The Company may be subject to certain provisions of the Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“the Patriot Act”), including, but not limited to, Title III thereof, the International Money Laundering and Abatement and Anti-Terrorist Financing Act of 2001 (“Title III”), certain regulatory and legal requirements imposed or enforced by the Office of Foreign Assets Control (“OFAC”) and other similar laws of the United States. In response to increased regulatory concerns with respect to the sources of the Company’s capital used in investments and other activities, the Manager may request that Investors provide additional documentation verifying, among other things, such Investor’s identity and source of funds to be used to purchase Shares. The Manager may decline to accept a subscription if this information is not provided or on the basis of the information that is provided. Requests for documentation and additional information may be made at any time during which an Investor holds Shares. The Manager may be required to report this information, or report the failure to comply with such requests for information, to appropriate governmental authorities, in certain circumstances without informing a Member that such information has been reported. The Manager will take such steps as it determines are necessary to comply with applicable law, regulations, orders, directives or special measures, including, but not limited to, those imposed or enforced by OFAC, the Patriot Act and Title III. Governmental authorities are continuing to consider appropriate measures to implement anti-money laundering laws and at this point it is unclear what steps the Manager may be required to take; however, these steps may include prohibiting a Member from investing further monies in the Company, depositing distributions to which such Member would otherwise be entitled into an escrow account or causing the redemption of such Member’s investment in the Company.

Risks Related to Conflicts of Interest

There are conflicts of interest between the Company, our Manager and Officers.

The Manager and Officers are subject to various conflicts of interest in managing the Company. The Company may pay the Manager and/or Officers, or their affiliates, if any, substantial fees which will not be determined by arm’s length negotiations, subject to the terms and restrictions of the Operating Agreement.

The Manager and Officers, or their affiliates, may charge reasonable, market-based operations, administration, servicing, inspection and/or other fees in connection with services provided in connection with the business of the Company. All fees and compensation paid to the Manager, Officers and/or their affiliates shall be market-based and commercially reasonable at all times. In these regards, the interests of the Manager, Officers, and their affiliates are in conflict with the Members. Any fee paid to any Manager, Officer and/or their affiliate shall be consistent with what other third parties may charge, and neither the Manager, the Officers, nor the Company shall co-mingle any Company assets or funds with any account of any Manager, Officer, or their affiliate.

The Company does not currently compensate its Manager or Officers, and does not currently have employees; however, the Company intends to employ one or more unrelated persons to serve in administrative, business development, and other related capacities within the United States. The Manager supervises and controls the business affairs of the Company, and the Officers raise capital for the Company, administer the financial affairs of the Company, and render certain other services. The Manager and Officers, however, shall devote only such time to the Company’s affairs as may be reasonably necessary to conduct its business. The Manager, Officers, and/or their affiliates may be a manager or officer of other companies (some of which may directly compete with the business of the Company) and have other business interests of significance. These conflicts are described in greater detail under “Conflicts of Interest” below.

There may be conflicts of interest between the Company and Operations Servicers

The Class B Members of the Company, Ted Dinges and Gary Dinges, and the two Class A Members holding the largest number of Class A Shares of the Company, Herminio Sotero and André Vienna (both citizens of Brazil, South America), are also the sole owners of the initial Operations Servicer.  Messrs. Dinges collectively own 100% of the Class B Shares, which are entitled to 10 votes per share, resulting in an aggregated 41.14% ownership interest and 87.48% voting interest in the Company, assuming the offering is fully funded, and Messrs. Sotero and Vienna would collectively own 41.14% of the Company with an aggregated 8.74% non-controlling voting interest in the Company. 

The initial Operations Servicer, Torio Mining Participações LTDA, is beneficially owned by Ted Dinges, Gary Dinges, and André Vienna.  Ted Dinges owns a 24% partnership interest in Torio through his wholly-owned limited liability company, Nuovo Corso Holdings, LLC, and Gary Dinges, through his wholly-owned limited liability company, Jeremiah 1:5, LLC, owns a 25% partnership interest in Torio.  André Vienna owns a 51% partnership interest in Torio, resulting in Mr. Vienna owning the controlling interest in the initial Operations Servicer.

In addition to conducting operations for the Company, the initial Operations Servicer also conducts buying and selling operations on its own behalf, as well as conducting its mining operations. While we do not believe the interests of the Company and those of the initial Operations Servicer are adverse to each other, there is the potential for a conflict of interest due to their similar business activities. Other than the initial Operations Servicer, neither the Company nor any of its principals expect to have any ownership interest in any other third party Operations Servicer . The Company may own a n Operations Servicer as a wholly-owned subsidiary, but does not expect to do so.

There may be an increase in the number of Shares issued and additional issuances may have more or less favorable terms.

The Company is open-ended, which means it does not have restrictions on the amount of Shares the Company will issue. If demand is high enough, the Company may continue to issue Shares no matter how many Investors there are. While this Offering is for up to a maximum amount of $10,000,000, this amount may be increased at any time in the sole discretion of the Manager. Additional Shares may be sold from time to time to the Manager, Officers and/or Members, or their affiliates, or to new Investors. In addition, subsequent sales may be on terms that are more or less favorable to the investors than under previous issuances of Shares. Since all Shares are Pari Passu however, no Investor’s Shares will have priority over any other Investors’ Shares.

The Company relies on digital operations.

The Company is largely paperless, with all documents secured and managed digitally. To the extent paper documents are required or utilized in connection with the Company, such documents will be digitized, secured and managed digitally, as well; however, any original documents required to be maintained by law will be maintained by the Manager of the Company at the Company’s principal office in Scottsdale, Arizona. The Company utilizes industry proven software that allows it to secure and manage its documents and financial transactions with confidence and accuracy. However, there are risks associated with technology. Defects in software products and errors or delays in processing of electronic transactions could result in:

In addition, the Company relies on technologies supplied by third parties that may also contain undetected errors, viruses, or defects that could have a material adverse effect on the Company’s financial condition and results of operations.

Other General Risks of an Investment in the Company

The Company may be unable to find a sufficient number of opportunities to satisfy its investment objectives.

Neither the Company nor any Operations Servicer has identified all of the particular small production sellers with whom operations may be conducted. Accordingly, the Company and its Investors must rely upon the ability of the Manager to enforce the terms of each Operations Services Agreement, and on the ability of each Operations Servicer to conduct sufficient and appropriate operations consistent with the Company’s return objectives and each Operations Services Agreement. Although the initial Operations Servicer has been successful in locating sufficient opportunities in the past, it may be unable to find a sufficient number of attractive opportunities to meet the Company’s objectives.

Each Operations Servicer relies on multiple suppliers (miners) to comply with all laws and regulations. Any interruptions of the arrangements with its suppliers would disrupt any Operations Servicer’s ability to continue to fulfill its Operations Services Agreement with the Company. The suppliers’ ability to furnish precious metals to the Operations Servicer in sufficient quality and quantity within the anticipated periods would adversely affect such Operations Servicer’s ability to process and sell the precious metals, which would result in a decline in revenue and revenue potential and risk the continuation of such Operations Services Agreement. If an Operations Servicer’s suppliers fail to perform under any oral or written supply agreement, the Operations Servicer may have limited legal recourse against the supplier, and may be unable to prosecute its rights under the supply agreement in a court if such a court is unable to exercise jurisdiction over the supplier.

Each and every Operations Servicer may be subjected to unexpected changes in pricing or supply of raw materials. If the suppliers fail to provide an Operations Servicer with a sufficient supply or discontinue operations, the Operations Servicer may not be able to find sufficient alternative suppliers in a timely manner or at all.

Additionally, the Company has identified but has not yet firmly secured an Operations Servicer or suppliers in the United States and Canada.  While the Company intends to devote approximately 15-20% of the net proceeds of this Offering to business development including, but not limited to, engaging a United States based Operations Servicer and hiring an experienced Vice President of Development to grow, develop and solidify service and supply relationships, as well as funding the development of such working relationships and entering into professional agreements to provide operations in the United States and Canada, the Company may be unable to identify a sufficient number of attractive opportunities in the United States and Canada, or secure sufficient servicing agreements, suppliers, refinery relationships, and purchasers, to conduct sufficient operations consistent with the Company’s return objectives.

Furthermore, there may be a period of time before the Manager begins to make distributions or payments. The Company’s Manager will attempt to generate revenue as quickly as prudence and circumstances permit; however, no assurance can be given as to how quickly the proceeds will be fully utilized. The Company intends to dedicate all of the net proceeds of the Offering to funding operations; however, the Company may utilize a portion of the proceeds, if needed in the sole discretion of the Manager, to fund ongoing costs of the Offering during the first 6 months of fundraising.

The Company will be relying on the Manager’s discretion and expertise.

Investment in the Shares does not grant Investors any management rights in the operation of the Company, nor does it convey sufficient voting rights to elect or remove the Manager. All decisions with respect to the management of the Company will be made by the Manager, Theodore Dinges, and any additional Managers that the Company may later add. Accordingly, no person should purchase the Shares unless he, she or it is willing to entrust all aspects of the management of the Company to the Manager. If the Manager were to leave the Company, the Company’s ability to achieve its goals could be materially and adversely affected. The Manager may resign at any time with one-year notice to the Members without liability to the Company or Manager.

If the Manager withdraws or is terminated the Members may not be able to locate a suitable replacement.

The Company presently only has one Manager. If the Manager, subject to its one-year notice requirement, withdraws from the Company, is terminated by the Members, for cause, or is terminated as Manager by dissolution or bankruptcy, it may be difficult or impossible for the Members of the Company to locate a suitable replacement for the Manager. If it is unable to replace the Manager, the Company would proceed with liquidating the Company’s Assets, which may or may not be able to be successfully executed.

The Company’s activities may subject it to the risks of becoming involved in litigation.

The Company’s activities may include activities that will subject it to the risks of becoming involved in litigation by third parties. The expense of defending claims against the Company by third parties and paying any amounts pursuant to settlements or judgments would be borne by the Company and would reduce net assets and could require the Members to return distributed capital and earnings to the Company. The Manager, Officers, and their affiliates will be indemnified by the Company in connection with such litigation, subject to certain conditions.

We may become subject to the Investment Company Act, which could interfere with our intended operations.

The Company intends to operate so as to not be regulated as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”) based upon the definition of an “investment company” set forth in Section 3(a)(1) of the Investment Company Act (15 U.S.C. § 80a-3(a)(1)) and the exemption provided by Section 3(b)(1) (15 U.S.C. § 80a-3(b)(1)) thereunder. Companies that are subject to the Investment Company Act must register with the SEC and become subject to various registration, governance, and reporting requirements. Compliance with such restrictions would create additional financial and administrative burdens on the Company. The Company believes it can avoid these restrictions based on the exemption described above. Specifically, the Company expects to be exempted from registration under the Investment Company Act because the Company does not meet the definition of an “investment company” and will be engaged in the business of buying and selling precious metals. Accordingly, the Company does not expect to be subject to the restrictive provisions of the Investment Company Act. If the Company fails to qualify for exemption from registration as an investment company, its ability to conduct its business as described herein will be compromised. Any such failure to qualify for such exemption would likely have a material adverse effect on the Company.

Though the Manager does not intend to register under the Investment Advisers Act, it may be required to register under one or more state investment adviser acts (“State Advisers Acts”). State Advisers Acts are similar to the Investment Advisers Act but generally apply to investment advisers that are not subject to the Investment Advisers Act because of exemptions from registration. The Manager intends to seek exemptions from such registration where possible. If the Manager does have to register under one or more State Advisers Acts, such registration may create administrative and financial burdens on the Manager.

Our Manager may become subject to the Investment Company Act, which would subject it to various regulatory requirements.

The Manager has not registered as an investment adviser under the Investment Advisers Act of 1940 (the “Investment Advisers Act”) and intends to operate so as to not be required to register as an investment adviser with the SEC for as long as possible (based upon certain exemptions thereunder). Specifically, investment advisers are not required to register under the Investment Advisers Act so long as they have less than $110 million in “Assets Under Management” (AUM). If or when the Manager exceeds that threshold, unless it is eligible for another exemption, it will be required to register under the Investment Advisers Act and will be subject to various restrictive provisions provided for therein. The Manager cannot determine at this time, what, if any, impact such registration and restrictions will have on its business or the business of the Company.

Recent legislative and regulatory initiatives have imposed restrictions and requirements could have an adverse effect on our business.

The U.S. Congress, the SEC, and other regulators have taken, or represented that they may take, action to increase or otherwise modify the laws, rules, and regulations applicable to techniques and instruments in which the Company may invest. New (or modified) laws, rules, and regulations may prevent, or significantly limit the ability of, the Manager from using certain such instruments or from engaging in such transactions. This may impair the ability of the Manager to carry out the Company’s investment strategy and may otherwise have an adverse impact on the Company’s returns. Compliance with such new or modified laws, rules, and regulations may also increase the Company’s expenses and therefore, may adversely affect the Company’s performance. It is not possible at this time to predict with certainty what, if any, impact the new or modified regulations will have on the Manager or the Company, and it is possible that such impact could be adverse and material.

We may become liable for indemnification obligations to our Manager or its affiliates.

The Company will be required to indemnify the Manager and certain affiliated persons and entities of the Manager for liabilities incurred in connection with the affairs of the Company. Such liabilities may be material and have an adverse effect on the Preferred Returns to Class A Members, or total returns to the Class A and Class B Members. The indemnification obligation of the Company will be payable from the assets of the Company, and Investors may be required to return certain amounts distributed to them to satisfy the indemnity obligations of the Company.

Tax Risks

General tax considerations.

As with any investment that generates income and/or loss and distributes cash, an investment has federal income tax risks. The significant tax risks are discussed in greater detail later in this Offering Circular. All Investors are encouraged to review the tax risk section with competent tax counsel.

Investors should understand the role of the Company and the United States Internal Revenue Service (“IRS”) concerning the tax issues involved in any investment in the Company. The IRS may do any of the following:

The Company will:

AN INVESTMENT IN THE SHARES WILL RESULT IN TAX CONSEQUENCES TO THE INVESTOR. THUS, EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN TAX ADVISOR, ATTORNEY, FINANCIAL ADVISOR, BUSINESS ADVISOR, AND ACCOUNTING ADVISOR AS TO LEGAL, BUSINESS, TAX, ACCOUNTING AND RELATED MATTERS, IN ORDER TO FULLY UNDERSTAND THE FEDERAL, STATE, LOCAL, AND FOREIGN INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE COMPANY, AND ANY AND ALL TAX RAMIFICATIONS, AND ITS SUITABILITY FOR THE INVESTOR FROM A TAX AND PLANNING STANDPOINT.

This Offering Circular and any subscription materials provided by the Company do not constitute tax advice, and are not intended to substitute for tax planning.

The various tax issues, for both US and non-US investors, are beyond the scope of this Offering Circular and any subscription materials provided by the Company.

Nothing contained in this Offering Circular or any subscription or other materials should be construed as legal, financial, business, tax or accounting advice.

Nothing in this Offering Circular or any subscription or other materials should be relied upon for the maintenance of books and records for any tax, accounting, legal, or other procedure.

Neither the Company nor any Manager thereof has any indemnification obligation to any Member or Investor as a result of any tax due as a result of an investment in the Company.

Investors may be subject to state and local taxes and filings.

Even if you would not otherwise be subject to tax in certain states, you may be required to file tax returns in states where we invest. Certain jurisdictions may collect taxes through withholding at the company level or at the investment level and any amounts so withheld that are allocable to your investment may be treated as a distribution to you. It is expected that income and gain we earn will subject you to tax and filing requirements in an unknown number of jurisdictions. We urge you to consult your tax advisor regarding the applicability of state and local taxes to, and additional filing requirements associated with, an investment in the Company.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH ITS OWN TAX ADVISOR, ATTORNEY, FINANCIAL ADVISOR, BUSINESS ADVISOR, AND ACCOUNTING ADVISOR AS TO LEGAL, BUSINESS, TAX, ACCOUNTING AND RELATED MATTERS, IN ORDER TO PROPERLY RECORD AND ACCOUNT FOR THE FEDERAL, STATE, LOCAL, AND FOREIGN INCOME TAX CONSEQUENCE (AND OTHER TAX CONSEQUENCES) OF AN INVESTMENT IN THE COMPANY, AND ANY AND ALL TAX REPORTING, FILINGS AND PROCEDURES REQUIRED AS A RESULT OF THE TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES.

HOW WE PLAN TO OFFER AND SELL OUR SHARES

We are offering 2,500,000 shares of our Class A membership interest at a price of $4.00 per share, in a self-underwritten, best-efforts public offering for gross proceeds of $10,000,000. We are not requiring ourselves to sell any aggregate minimum number of shares before we sell any shares; provided each subscriber to purchase our shares must purchase not less than 100 shares for a total minimum investment amount of $400. Our Manager and executive officers will offer and sell our shares and will not receive any commission or other compensation related to these activities. The offering will terminate one year from the date of this Offering Circular, unless earlier terminated as set forth herein. You have no assurance we will be able sell any or all of the shares.

Persons who decide to purchase our shares of Class A membership interest will be required to complete a subscription agreement (attached at the end of this Offering Circular) and submit it, together with funds for the subscription price, as set forth in the “PLAN OF DISTRIBUTION” in this Offering Circular. We reserve the right to reject subscriptions for any reason. In the event we reject any subscription the associated funds will be promptly refunded to the subscriber without interest, offset or deduction.

DESCRIPTION OF OUR BUSINESS

Our corporate history

Amazon Gold, LLC was incorporated in Delaware on December 7, 2020, for the purpose of funding precious metals “pre-sell-buy-sell” activities as more particularly described in the Overview of our Business below.

The address of our executive offices is 9001 E San Victor Drive, Unit 1002, Scottsdale, Arizona 85258, and our telephone number is (480) 220-7633.

Overview of our business

Overview

Amazon Gold, LLC was organized as a Delaware limited liability company in December 2020 pursuant to filing the Certificate of Formation with the Secretary of State of Delaware.  The Company is based in Scottsdale, Arizona, where the bookkeeping, administration, and management of the Company is headquartered and where all Company records are maintained.  All physical operations in connection with the initial portion of the Company’s business, as more particularly discussed herein, will be conducted by a third-party Operations Servicer located in Mato Grasso, Brazil, where currently established and operating relationships with both governmental authorities, refineries, banks (who purchase the refined precious metals), and miners are located.

The Company ’s activities are based on a process we call “pre-sell-buy-sell” to create return on the invested capital.   The Company will employ a formula and process based on the net of (i) the difference between the cost to be paid by the Company for unrefined metals and the proceeds from the sale by the Company of refined metals (projected to average 9-11%) and (ii) the costs associated with the process (all of which are calculated into the margin for purchasing gold from the miners and are projected to average 7-8%).  In short, the Company will NOT purchase gold or metals until AFTER the Company has pre-sold the refined, processed metals for a profit.

The Company intends to use a portion of the net proceeds of this offering to expand its activities and develop and establish additional operations in the United States and Canada (See “How We Intend to Use the Proceeds of This Offering”). These US and Canadian operations are expected to be conducted by third-party Operations Servicers and the Company’s establish ment of a local United States presence with personnel employed by or contracted with the Company to conduct such operations on the Company’s behalf.

Theodore (Ted) Dinges is the Manager of the Company, which is currently owned by Ted Dinges and Gary Dinges, as Class B Members (each owning 3,542,500 shares of Class B membership interest), and by Herminio Sotero and André Vienna, as Class A Members (each owning 3,542,500 shares of Class A membership interest), who are the Founders of the Company, as well as a small group of 12 investors and/or service providers who hold shares or rights to shares in the aggregate amount of 3,687,143 shares of Class A membership interest.  Messrs. Dinges are brothers who are both U.S. citizens, and Mr. Sotero and Mr. Vienna are citizens of Brazil, South America.  The Class A Members, including Mr. Sotero and Mr. Vienna, each have the right to one (1) vote per share of Class A membership interest owned, while Messrs. Dinges, as Class B Members, each have the right to ten (10) votes per each share of Class B membership interest owned.  Thus, the Class A Members, including Messrs. Sotero and Vienna, as well as all investors under this Offering, have non-controlling interests in the Company.

Objectives and Strategy

The Company’s initial strategy is to (i) effectively deploy sufficient proceeds of this Offering to fund operations initially located in Mato Grosso, Brazil, and (ii) establish a business development program by securing a United States based Operations Servicer as well as an experienced Vice President of Development , and sufficiently funding such business development program.  The Company’s initial operations in Brazil are expected to provide annualized Company returns at rates sufficient to meet the Company’s objectives.  However, no assurance can be given that these objectives will be attained or that the Company’s capital will not decrease. 

** The “Preferred Return” is NOT guaranteed .  It means a return equal to up to 12% per annum, distributed to the Class A Members pro rata based on a Class A Member’s contributed but unreturned Capital, prior to ANY distrib utions to any other Members or parties.  The Preferred Return is due and payable by the Fund to each Class A Member on a calendar quarterly basis, beginning with the first full calendar quarter following approval of this Offering, to be distributed subsequent to the end of each applicable quarter. The Preferred Return is Non-Cumulative, meaning that the Preferred Return is not guaranteed, and any portion of the Preferred Return not paid to a Member because the Fund does not have sufficient Distributable Cash to pay the Preferred Return in a given quarter will not carry forward.

The Company will employ a formula and process based on the net of (i) the difference between the cost to be paid by the Company for unrefined metals and the proceeds from the sale by the Company of refined metals (projected to average 9-11%) and (ii) the costs associated with the process (all of which are calculated into the margin for purchasing gold from the miners and are projected to average 7-8%) .  In short, the Company will NOT purchase gold or metals until AFTER the Company has pre-sold the refined, processed metals for a profit.   Each pre-sell-buy-sell transaction is projected to “net” the Company approximately 1-2%.  If the Company can pre-sell then buy then sell to the pre-sale customer several times per month, the net results would create a monthly return of approximately 4-5%.  This process, being based on a formula rather than on a specific price-point, provides maximum flexibility in the market and is not dependent on a minimum global price of gold or other precious metal. The formula is not price-dependent, meaning that no minimum price is required or assumed in order to effect the process.  Regardless of the price of gold or metals in the market (whether $100/g, $1,000/g or $10,000/g), the percentages remain within the same range and the formula remains the same.

The Company, therefore, is not using any price assumptio ns or valuations in its projections , all of which are based on the established formula and not on historical prices. Additionally, there are significantly more miners with raw gold and other precious metals for sale than the initial Operations Servicer can accommodate through its own independent operations due to its limited financial resources, and there is currently no significant competition in the particular area of Bra zil in which the initial Operations Servicer operates, for the purchase of raw ore from the miners. Based on the successful track record of the process conducted by the initial Operations Servicer for the past 6 years, the high demand for services, and the lack of competition in the particular region of Brazil in which the initial Operations Servicer operates (as all such operations must be conducted by registered and licensed companies), the Company believes that operations conducted in this manner utilizing 75-80% of the net proceeds of this Offering will be sufficient to generate the Preferred Return.

The Company’s research also suggests that similar arrangements and structures are feasible in the United States and Canada using similar formulae, arrangements, and procedures and that therefore, expansion into the United States and Canadian markets will allow the Company to both expand its operations and create the possibility of additional returns that are expected to be adequate with which to make the Preferred Return possible from Company operations .

However, an investment in the Fund is inherently speculative and there can be no promise or guarantee that the Fund will be able to achieve its objectives or that the Fund will not experience losses, which could be substantial, and the Preferred Return is not guaranteed . See “Risk Factors” for more detail about just some of the risks attendant to an investment in the Fund.

The remaining 20-25% of the net proceeds will be primarily deployed to fund the Company’s business development (see “How We Plan to Use Proceeds from the Sale”), with a small portion set aside as a contingency fund.  This Offering is being conducted on a best efforts basis and, while the operations can be self-sustaining (i.e., more money will never be spent on purchasing, taxes, and fees than is aggregately 99% of the field assayed weight multiplied by the agreed upon sale price – see additional details and example below) and are expected to generate sufficient income to meet the Preferred Returns requirements, the additional business development funds are necessary to expand the operations into our intended additional markets.  Based on our estimates of staffing and administration needs to effectively fund and deploy our business development strategy, we believe that total investment capital in the amount of $1.5 million to $2 million dollars will be sufficient to meet our desired Preferred Returns, and business development objectives for at least the next 12 months.   During the raise period for the first ha lf of the funds sought by this Offering, we have allocated 20% of the Net Proceeds to Business Development , 5% of the Net Proceeds to a Contingency Fund, and the remaining 75% of the Net Proceeds to Funding Pre-Sell-Buy-Sell Operations. Following approval of this Offering, the Company’s goals for the first 12 operating months, and their relationship to these Net Proceeds allocations (based on $1.5 million-$2 million invested funds) are as follows:

While the Company intends to provide additional ca sh distributions to Class A and Class B Members at the earliest reasonable opportunity, as determined by the Managers, it is not anticipated that such additional cash distributions will begin until the second or third operating year of operations ; however, such additional cash distributions are not guaranteed and investors may never receive such additional cash distributions .  Likewise, additional investment opportunities will be offered to Members as and when such opportunities are available and appropriate ; however, such additional investment opportunities are not guaranteed and Members may never receive such additional investment opportunities.

Ultimately, the Company intends to ultimately provide Members with a full return of their Capital Contributions.  The Company’s goal is to be able to begin doing so within the first 3 years of operations; however, such full return of Capital Contr ibutions is not guaranteed and Members may not receive a full return of their Capital Contributions within such timeframe or at all.

Plan of Operation

The Company will initially enter into an Operations Services Agreement with Torio Mining Participações LTDA pursuant to which Torio will provide Operations Services for the Company in Brazil for a service fee equal to 0.125% per each Bank Transaction Purchase Price (“Service Fee”).  “Bank Transaction Purchase Price” means the total purchase price paid by the final product Purchaser (Banco Paulista or any other licensed, qualified and authorized financial institution) for each sale transaction of the Final Product (assayed and certificated gold refined to 100% purity per internationally accepted gold standards) made based on a given Daily Negotiated Price, which is the negotiated price agreed upon with the Bank for the purchase.  Each Service Fee will be charged based on the respective Bank Transaction Purchase Price.

It is intended that 75-80% of the net proceeds of this Offering will be used to fund the transactions, initially to be conducted in Brazil and the United States made on behalf of the Company pursuant to the initial Operations Services Agreement and the Operations Services Agreement with the United States based Operations Servicer . A copy of the initial Operations Services Agreement has been provided as an Exhibit to this Offering Circular and we expect each subsequent Operations Services Agreement to be substantially similar in terms and conditions.

For example:

________ 

¹The Offering Costs are initially a higher percentage of the invested funds, which percentage decreases as investments increase. It is estimated that Offering Costs, at full subscription to the Offering, will be approximately $240,000 or 2.4% of the Maximum Offering Amount of $10,000,000.

The Company will withdraw funds from the Amazon Operations Account at such times as the Manager, in his sole discretion, deems it necessary or advisable to meet the Company’s financial obligations including, but not limited to, payment of fees and expenses, paying Preferred Returns, furthering business development, paying Company business expenses (i.e., employee and other administrative expenses), and making other distributions to Members.

With the Company’s firm establishment and expansion of pre-sell-buy-sell operations in the United States and Canada, in addition to funds received from investors, profits from the Company’s initial pre-sell-buy-sell operations may be reinvested in US activities.  Looking forward, the Company also intends to further expand its activities to include additional global collaborations as opportunities and funding permit.

Origin of the Company

Gary Dinges has long held an interest in the mining industry and, over the years, has made contacts both in the United States and abroad with whom he has discussed venturing into the world of mining.  As Gary’s knowledge, interest and contacts grew, his brother, Ted Dinges, joined Gary in his exploration into the business of mining precious metals.

In 2015, Ted and Gary Dinges joined Mr. Vienna in forming a Brazilian company, Torio Mining Participações LTDA, for the purpose of acquiring and developing mining interests in the State of Mato Grosso in Brazil.  Through Torio’s contacts with the Brazilian Board of Trade (BM&F), Torio was introduced to several nascent mining opportunities and acquired the Craton complex (consisting of 3 mine sites), mineral rights on approximately 50,000 acres of land (with 51 known mine sites) and ownership of the Red Joe mine (a large operating mine).  The 51 known mine sites are small nascent mines operated by local miners.  Although Torio will continue mining operations, it will continue to conduct and provide pre-sell-buy-sell services, as well.

A view of the Red Joe mine (main pit) and surrounding Craton complex can be seen in the picture above.
Areas A-D are leased out to smaller producers.

The mines and land are in the “gold belt” region of Brazil in the state of Mato Grosso. More specifically, they are located in the northern central section in, and around, “North Terra Nova” (Terra Nova do Norte).

https://www.mapsofworld.com/brazil/state/mato-grosso/

In April 2015, after successfully demonstrating legal and ethical business practices, Torio was approached by local government officials in Mato Grosso who asked Torio to create an infrastructure whereby the miners would have a consistent, legal and more profitable means to sell their gold.  Previously, the only market for the small and artisanal miners to sell their gold was the “black” market or local vendors who would often take advantage of these miners as they would barter for their supplies (such as diesel fuel and food) or sell in the open market.  The government of Mato Grosso believed that Torio could provide a service that would provide not only a fair price for the small and local miners and relief from the disreputable practices of the “black” market, but also provide a reasonable profit for Torio and appropriate tax revenues for the government.  Thus, Torio’s buying and selling business was born – a steady, reliable fair market for the local miners.  To service the miners leasing acreage from Torio, and artisanal miners from surrounding locations, a PCO (trading office) was established at the main pit site for buying and selling purposes.  For miners in other locations in Brazil, three additional PCOs were established.  All Torio locations are registered with the Central Bank of Brazil and licensed by the National Department of Mineral Production (DNPM).  Additionally, all mines and miners who wish to sell through the PCOs are required to register with the Central Bank of Brazil and the DNPM.  However, with the majority of Torio’s funding and efforts dedicated to mining operations, and the ever-increasing number of small and local miners seeking to sell their gold to a reputable buyer who would treat them fairly, by 2020, Torio’s business had become limited only by the amount of funds available to buy gold from the miners, while the number of miners continued to grow such that, at the present time, Torio can only service a fraction of the miners.

In 2020, Ted and Gary Dinges proposed forming a Company that would generate returns for investors and provide the additional financing needed to firmly establish pre-sell-buy-sell operations in the United States and Canada by funding operations with the increasing numbers of small local miners in Mato Grosso, Brazil and, in December 2020, Amazon Gold, LLC was founded for this purpose.  However, the Company will not be conducting any business or operations directly in Brazil, and will not be conducting any purchases or sales of gold or other precious metals in Brazil.

The Company will contract with Torio, as a third-party contractor, to provide the service of conducting arbitrage operations for the Company, for a small percentage fee, using the same financing process that has been successful for Torio to date.  Every week, Torio purchases the gold production of some of the miners at a discount of 9-10% to the Index/Spot worldwide price of gold (to fulfill taxes, transportation fees, refinement process charges and produce a profit), based upon the Field-assay performed by Torio to determine the concentration and weight, which gold will then be sold to the Bank once it has been refined.  (See more about this process below.)  This simultaneous buy/sell model effectively insulates Torio from price fluctuations and maintains a consistent profit percentage by coordinating with the Bank the price to be paid to the Company when the gold is delivered to the refinery for final refinement, much of the risk is eliminated.  The only substantial risk is that the price paid to the miners (approximately 89-90% of the Index/Spot price) ends up exceeding the price the Bank pays to the Company (the Index/Spot price on the date the miners send us the un-assayed, un-tested gold). In other words, the only real risk is that Torio’s measuring and weighing devices miscalculate how much gold is in a miner’s volume and ends up over-estimating how much gold a miner has in a particular load, and thus the Company overpays the miner for that load.  This, however, has not happened in the six (6) years that Torio has been conducting business.

The Company’s Operations Services Agreement with Torio, as a service provider, benefits from Torio’s experience and established connections, which offers a number of competitive advantages that include:

The Pre -Sell-Buy-Sell Process

The pre-sell-buy-sell process is as follows:

This process creates a high rate of return on the money available for purchase of gold from the miners because it can be “turned” as many as four (4) times per month.  Based on the net of (i) the difference between the cost paid by the Company for unrefined gold and the proceeds from the sale by the Company of refined gold (averaging 9-11%) and (ii) the costs associated with the process (all of which are calculated into the margin for purchasing gold from the miners and average7-8%), each transaction “nets” approximately 1-2% which, if “turned” 4 times in a month, would result in a monthly return of approximately 4-5%.

Field Assay Process

While refined gold, once processed, is issued a “Final Assay” report by the refinery, Torio performs an assay “in the field” – hence a “Field Assay” – to determine the approximate weight and purity of the miners’ raw, unrefined gold. Torio uses a four-step, water-displacement method for this assay.

This method utilizes the formula:

Given the above example, the purity of this sample is:

HOW WE PLAN TO USE PROCEEDS FROM THE SALE OF OUR SHARES

The net proceeds to the Company from the sale of the Shares will be equal to the aggregate purchase price of the Shares we sell less our offering expenses. If we sell the maximum offering amount, which is $10,000,000, the net proceeds will be approximately $9,760,000.00, after deducting estimated expenses for the preparation, filing, printing, legal, accounting and other fees and expenses related to the offering of approximately $240,000.00. The Company intends to use the net proceeds from this offering to (i) conduct pre-sell-buy-sell operations in Brazil through its initial third-party Operations Servicer, Torio, pursuant to an Operations Services Agreement between the Company and Torio, (ii) secure an Operations Servicer and an experienced Vice President of Business Development to identify, pursue and develop opportunities in the United States and Canada; and (iii) fund the establishment and growth of pre-sell-buy-sell opportunities in the United States and Canada. Initially, the Company will not conduct operations directly. Accordingly, the Company and its Investors must rely upon the ability of the Manager to enforce the terms of each Operations Services Agreement, and on the ability of each Operations Servicer to conduct sufficient and appropriate operations consistent with the Company’s return objectives and the Operations Services Agreement. Operations developed in the United States and/or Canada are expected to be operated by a third-party operations servicer or by Company employees or contractors established locally in relation to such operations.

The Company does not intend to use net proceeds for the purpose of repurchasing equity interests in the Company.

Additionally, the proceeds will not be used to compensate the Manager or Officers for their services.

The purposes to which we intend to apply the proceeds are set forth in the following table. The columns in the table indicate the level of proceeds applied to the individual line items in the table based on the percentage of the total offering that we sell.

__________ 

¹ The Company’s Business Development program includes, but is not limited to, hiring a Vice President of Business Development and one or more additional professionals experienced in both the mining industry and the buying and selling process, as well as providing the Business Development team with the resources and staff required to develop and firmly establish the Company in the industry in the United States and Canada.

² The contingency is intended, as good general business practice, to provide additional funds, as needed, to provide for unexpected and/or supplement additional funding needs.

The Company does not currently compensate its founders, Manager, officers and/or their affiliates, and currently has no verbal or contractual obligation to any founders, Manager, officers and/or their affiliates to provide such compensation. The Company may decide to compensate its Manager and/or officers in the future, but does not intend to compensate its founders, for acting in such capacities. Any compensation and/or benefits provided to a founder, Manager, officer and/or any of their affiliates, acting in any capacity other than as a founder, will be at market rates for such services.

The Company intends to establish a modest contingency from the proceeds, with the remainder to be dedicated to pre-sell-buy-sell funding and expenses and to Business Development in the United States and Canada.  All other overhead costs for the Company will be paid from the existing capital and, subsequent to the offering and commencement of pre-sell-buy-sell transactions, from net profits and, when necessary, from the contingency.

The Manager of the Company reserves the right to reallocate the use of net proceeds, if, in his judgment, such reallocation will best serve the Company’s needs in meeting changes, challenges, developments, and unforeseen delays and/or difficulties. Pending use, the net proceeds will be held in a federally insured banking association, money market account, treasury bills, and similar short term, liquid investments with substantial safety of principal.

Litigation

We are not engaged in any litigation at the date of this Offering Circular. We may be engaged in litigation from time to time in the normal course of business.

DESCRIPTION OF SECURITIES WE ARE OFFERING

The following description of our Class A membership interest is qualified in its entirety by reference to our Certificate of Formation, our Operating Agreement, and Delaware limited liability company law. As a limited liability company, there is no legal limit as to the number of shares of Class A membership interest we may issue. At the date of this Offering Circular, we have 7,085,000 shares of Class A membership interest issued and outstanding.

Holders of our Class A membership interest:

All shares of our membership interest outstanding, regardless of the number, including shares we sell pursuant to this Offering Circular, have a right to vote for the election of the Manager and on any other matter subject to Member approval. The Class B membership interest has the right to vote ten (10) votes per share for a current aggregate of 70,850,000 votes. Holders of Class A membership interest and the holders of Class B membership interest vote together as a single group on all matters subject to Member approval. For illustration, based on 7,085,000 shares of Class A membership interest issued and outstanding at the date of this Offering Circular, the Class A membership interest has an aggregate of 7,085,000 votes (one vote per share) and the Class B membership interest has an aggregate of 70,850,000 votes (ten votes per share). Accordingly, holders of Class A membership interest, regardless of the number of issued and outstanding shares upon completion of this offering, will not constitute a majority of all votes available to be cast and will not be able to elect any Manager or approve or effectively oppose any actions or transactions requiring Member approval. There are no restrictions on the repurchase or redemption of shares of Class B membership interest of the Company by the issuer while there is any arrearage in the payment of dividends or sinking fund installments.

Our transfer agent is Colonial Stock Transfer Co, Inc., whose address is 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111, whose phone number is (801) 355-5740, and whose web address is www.colonialstock.com.

DILUTION

Dilution is the amount by which the offering price paid by purchasers of shares Class A membership interest sold in this offering will exceed the pro forma net tangible book value per share of Class A membership interest after the offering.

Because the financial characteristics of both the Class A membership interest and the Class B membership interest in the Company are identical, for purposes of determining per share cost and dilution, the number of shares used in the calculations includes the aggregate number of shares of Class A membership interest and Class B membership interest issued and outstanding. If all of the Shares in this offering are fully subscribed and sold, the Shares offered herein will constitute approximately 14% of the total shares of both Class A membership interest and Class B membership interest outstanding and issued in the Company. The Company anticipates that subsequent to this offering the Company may require additional capital and such capital may take the form of shares of Class A membership interest, Class B membership interest, other shares of membership interest, or securities or debt convertible into shares of membership interest. Such future fundraising will further dilute the percentage ownership of the Shares sold by the Company.

If you invest in our Shares, your interest will be diluted immediately to the extent of the difference between the offering price per share of our shares and the pro forma net tangible book value per share of our shares after this offering. As of the date of this Offering, the net tangible book value of the Company was approximately $48,842.00, consisting entirely of investor funds.  Since the Company has not yet begun funding pre-sell-buy-sell operations, it has not generated any revenue to date. Based on the number of shares issued and outstanding as of the date of this Offering Circular, which equates to a net tangible book value of approximately $0.00318 per Share on a pro forma basis. Net tangible book value per share consists of Members' equity adjusted for the retained earnings (deficit), divided by the total number of shares outstanding. The pro forma net tangible book value, assuming full subscription in this Offering, would be approximately $0.54930 per share. 

Thus, if the Offering is fully subscribed, the net tangible book value per share owned by our current members will have immediately increased by approximately $0.54611 without any additional investment on their part and the net tangible book value per Share for new investors in the Shares will be immediately diluted to $0.54930 per Share.

PLAN OF DISTRIBUTION

Plan of Distribution

Amazon Gold, LLC is offering a maximum of 2,500,000 shares of Class A membership interest on a “best efforts” basis.

The cash price per share of Class A membership interest is $4.00 per share.

The company intends to market the shares in this Offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular or “testing the waters” materials on an online investment platform.

The offering will terminate at the earliest of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, and (3) the date at which the offering is earlier terminated by Amazon Gold, LLC in its sole discretion.

The company may undertake one or more closings on an ongoing basis. After each closing, funds tendered by investors will be available to the company. After the initial closing of this offering, the company expects to hold closings on at least a monthly basis.

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT PURCHASE PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

Minimum Offering Amount

The shares being offered will be issued in one or more closings. No minimum number of shares must be sold before a closing can occur; provided, however, investors may only purchase a minimum of 100 shares for a total minimum dollar amount of $400 USD. Potential investors should be aware that there can be no assurance that any other funds will be invested in this offering other than their own funds.

No Selling Members

No securities are being sold for the account of security holders; all net proceeds of this offering will go to Amazon Gold, LLC

The Online Platform

The company will pay FundAthena, Inc., DBA Manhattan Street Capital (“Manhattan Street Capital” or “MSC” as applicable) for its services in hosting the Offering of the shares on its online platform.

Further, Amazon Gold, LLC has entered into an Engagement Agreement with MSC (the “Engagement Agreement”), which includes consulting services and technology services. Amazon Gold, LLC, or the company as applicable, will pay MSC the following:

All fees are due to MSC regardless of whether investors are rejected or the success of the Offering. In addition, there may also be hourly and/or other fees for compliance, processing, custodial, support, and/or administrative services.

Manhattan Street Capital does not directly solicit or communicate with investors with respect to offerings posted on its site, although it does advertise the existence of its platform, which may include identifying issuers listed on the platform. Our Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the www.manhattanstreetcapital.com website.

Investors’ Tender of Funds

After the Offering Statement has been qualified by the Securities and Exchange Commission (the “SEC”), the company will accept tenders of funds to purchase whole shares and fractional shares. Prospective investors who submitted non-binding indications of interest during the “test the waters” period will receive an automated message from us indicating that the Offering is open for investment. We will conduct multiple closings on investments (so not all investors will receive their shares on the same date). Each time the company accepts funds transferred from the Escrow Agent is defined as a “Closing.” The funds tendered by potential investors will be held by our escrow agent, Prime Trust, LLC (the “Escrow Agent”) and will be transferred to us at each Closing.

Process of Subscribing

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

Additionally, the subscription agreement contains the following provision regarding jurisdiction in connection with claims and actions:

EXCEPT FOR MATTERS OR ACTIONS ARISING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT OF 1934, SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND AGREE THAT ANY ACTION OR PROCEEDING RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH DELAWARE COURTS. SUBSCRIBER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT.  EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

If you decide to subscribe for the shares of Class A membership interest in this Offering, you should complete the following steps:

Upon confirmation that an investor’s funds have cleared, the Company will instruct the Transfer Agent to issue shares to the investor and the investor’s funds will be available for release from escrow to the Company. The Transfer Agent will notify an investor when shares are ready to be issued and the Transfer Agent has set up an account for the investor.

Escrow Agent

The company will engage PrimeTrust LLC, as the Escrow Agent for this offering (“Escrow Agent”). The Escrow Agent has not investigated the desirability or advisability of investment in the shares nor approved, endorsed, or passed upon the merits of purchasing the securities.

The company has agreed to pay the Escrow Agent:

Transfer Agent

The company has also engaged Colonial Stock Transfer Co., Inc., a registered transfer agent with the SEC, who will serve as transfer agent to maintain Member information on a book-entry basis. The company estimates the aggregate fee due to for the above services to be $2,000 annually.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Offering Circular.

Overview

Amazon Gold, LLC was formed as a limited liability company under the laws of the State of Delaware on December 7, 2020, for the purpose of financing developed global buying and selling opportunities in natural resources and precious metals.  Although we are a newly formed company, from the outset, we will be contracting a licensed and established Operations Servicer that has developed a consistent and reliable pre-sell-buy-sell operation in Mato Grosso, Brazil, that has been producing successful returns for the past six years.  

We are a pre-revenue company with a limited operating history upon which to base an evaluation of our business and prospects. Our short operating history may hinder our ability to successfully meet our objectives and makes it difficult for potential investors to evaluate our business or prospective operations. As operations have not yet begun, we have not generated any revenues since inception, and we are not currently profitable and may never become profitable.

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is contingent upon our ability to raise additional capital as required. The company does not currently generate any cash on its own.

Results of operations

To date, we have not generated any revenues from our planned operations. We anticipate that operating expenses will remain proportional in connection with the continued conduct of our business operations.

Liquidity and Capital Resources

To date, we have generated no cash from operations and negative cash flows from operating activities. The company has self-financed its activities to date. These factors raise substantial doubt about our ability to continue as a going concern. Our future expenditures and capital requirements will depend on numerous factors, including the success of this offering and the ability to execute our business plan. We may encounter difficulty sourcing future financing. Currently, we do not have short-term liquidity and cannot predict long term liquidity.

Operating Activities

During the 3-week period from formation on December 7, 2020, through December 31, 2020, the Company existed solely “on paper” and did not have any operations or corresponding cash flows related to operating, investing or financing activities.

Since the Company is newly formed, there are no operational results to date. However, for the 6-month period from January 1 through June 30, 2021, the Company received $65,000 in capitalization and financing and used $20,158 to pay for startup activities and syndication expenses related to the capital raise filing. Our current general and administrative expenses are reflected in our statement of operations. These amounts for the periods reported are not necessarily indicative of general and administrative expenses in future periods.

Capitalization and Financing Activities

The Company has received $4,000 in cash contributions from the founders, and has received $65,000 in cash from seed investors in exchange for deferred equity .

Additionally, the Company has agreed to issue shares of and/or warrants to purchase shares of Class A membership interest in exchange for significant discounts for certain professional services:

Trend Information

Because the Company is still in the startup phase and has not yet commenced operations, we are unable to identify any recent trends in revenue or expenses. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

Critical Accounting Policies

We have identified the policies outlined in this Offering Circular and attachments as critical to our current business operations and an understanding of our results of operations. Those policies outlined are not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months.

OUR MANAGEMENT

The Manager of the Company is Theodore Dinges. The Officers of the Company are Theodore Dinges and Gary Dinges. The Company does not have any employees at this time.

Theodore Dinges

Theodore “Ted” Dinges co-founded Amazon Gold, LLC in December 2020, and is the sole Manager and President of the Company.  In 2012, along with his brother Gary and two Brazilian partners, Ted co-founded Torio Mining Participações LTDA to take advantage of the growing need to develop the gold mining business in the State of Mato Grosso, Brazil.  In 2015, at the request of the local government in Mato Grosso, Torio Mining Participações LTDA also began purchasing the weekly gold production of the local nascent miners to provide for them a reliable purchasing outlet, which has been developed into a very profitable business leading to the formation of Amazon Gold, LLC.  Ted and Gary Dinges remain non-controlling partners in Torio Mining Participações LTDA.

Ted’s adventurous and entrepreneurial spirit guided him through a long and successful career as a businessman, spanning more than 50 years. Following his graduation from college, he began a management training program with International Harvester, moving rapidly through the company to become the manager of a large retail store. After 10 years with the company, Ted purchased his own retail outlet and became a franchised dealer, building it to one of the larger retail stores in the United States in just 6 years, and then selling it to take advantage of other opportunities.

After opening and building a commodities brokerage business in the Midwest to serve the hedging needs of local farmers and ranchers, Ted sold it to move to the Southwest, settling in Arizona, where he entered the commercial insurance business for Kaufman and Kaufman Insurance, a Utah based company specializing in over-the-road trucking companies. In 2006, Ted left the insurance industry to found a medical supply rental business which he continued to operate until 2016, by which time Torio was proving to be a very successful business.

Ted continues to reside in Scottsdale, Arizona.

Gary Dinges

Gary Dinges, the elder brother of Ted Dinges, is a co-founder and the Vice President and Principal Accounting Officer of Amazon Gold, LLC.

After serving in the National Guard and earning his law degree from Washburn University Law School in Topeka, Kansas, Gary was admitted to the Kansas Bar Association, where he practiced law for 31 years and remains registered as an inactive member. Gary’s practice was primarily centered around business and real estate matters, with an emphasis on real estate acquisitions and development, including a 640-acre planned subdivision community with high-end amenities for recreation and socializing available through the community’s private club, including golf, tennis, swimming, handball, nightly entertainment, and chef-prepared menus.

Following his successful legal career, Gary and his wife (now of 56 years) relocated to the Oregon coast, where Gary further pursued his interest in real estate development for more than 20 years.  It was during this time that Gary’s interest in the gold mining industry, along with that of his brother, Ted, led them to form the Brazilian company, Torio Mining Participações LTDA, with Mr. Vienna, the success of which ultimately led to the formation of Amazon Gold, LLC.

Compensation of Manager and Executive Officers

Information about the annual compensation we have paid to our Manager and executive officers since our formation on December 7, 2020, is set forth in the following table:

Management Fees

The Company does not have any employees or directors at this time. The Manager is responsible for the overall management and direction of the Company, with the assistance of its Officers. Currently, neither the Manager nor the Officers receive compensation for their services to the Company.

At this time, we do not compensate our Management; however, we may consider doing so in the future.

Employment Contracts

We do not have employment contracts with our Manager or executive officers. The Company intends to hire an experienced Vice President of Business Development and may consider entering into employment agreements with additional personnel in the future.

Company Expenses

The Company will be responsible for all of its operating expenses including, without limitation, (i) all costs and expenses incurred in connection with evaluating and negotiating all Service Agreements between the Operations Servicer and the Company (including, without limitation, any due diligence, travel, legal and accounting expenses, and other fees and out-of-pocket costs related thereto); (ii) all costs and expenses incurred (including, without limitation, any due diligence, travel, legal and accounting expenses, and other fees and out-of-pocket costs related thereto) in connection with bookkeeping, recordkeeping/auditing, and compliance oversight/auditing for all transactions and services performed by the Operations Servicer for the Company pursuant to the Operations Services Agreement; (iii) taxes of the Company (payment of taxes levied by the authorities in Brazil in connection with the pre-sell-buy-sell transaction is included as part of the Service Agreement with the Operations Servicer; (iv) all costs and expenses associated with obtaining and maintaining insurance for the Company and its assets, if any; (v) all costs related to litigation (including threatened litigation) involving the Company, and indemnification expenses; (vi) expenses and fees associated with third party auditors, accountants, attorneys and tax advisors and other professionals with respect to the Company and its activities; (vii) fees incurred in connection with the maintenance of bank or custodian accounts; (viii) brokerage points and commissions, referral and finder fees, and other investment costs incurred by or on behalf of the Company and paid to third parties; (ix) all expenses incurred in connection with the registration of the Company’s securities under applicable securities laws or regulations; (x) all expenses associated with the borrowing of funds and procurement of lines of credit, if any; (xi) all expenses of liquidating the Company or its investments; and (xii) other general ordinary Company administration and overhead expenses.

Investment by the Principals

The Manager and the Officers collectively own 100% of the shares of Class B membership interest in the Company, currently representing an aggregate 50% of the outstanding and issued Membership Interest in the Company.

Fiduciary Duties of the Manager and Officers

Duties owed the Company by the Manager and Officers are prescribed by law and our Operating Agreement (“Operating Agreement”). The Act provides that Delaware limited liability companies may, in their Operating Agreements, limit or eliminate any and all liabilities for breach of duties (including fiduciary duties) of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by a limited liability company agreement.

The Operating Agreement provides that the Manager, Officers, or their affiliates, or any director, manager, officer, agent, employee, or owner of the Manager, or its affiliates (“Covered Parties”) will not be liable to the Company for losses resulting from errors in judgment or other acts or omissions unless the Manager and/or Officers acted fraudulently or in bad faith.

It is the position of the U.S. Securities and Exchange Commission that indemnification for liabilities arising from, or out of, a violation of federal securities law is void as contrary to public policy. However, indemnification will be available for settlements and related expenses of lawsuits alleging securities law violations if a court approves the settlement and indemnification, and also for expenses incurred in successfully defending such lawsuits if a court approves such indemnification.

The Operating Agreement provides that the Manager is not required to manage the Company as its sole and exclusive function, nor are the Officers required to restrict their business activities solely to those of the Company. The Manager and Officers may have other business interests and may engage in activities other than those relating to the Company. The pursuit of such ventures by the Manager, Officers and/or their affiliates, even if competitive with the business of the Company, shall not be deemed wrongful or improper or a violation of any fiduciary duties by the Manager.

Indemnification and Exculpation

Subject to certain limitations, our operating agreement limits the liability of our Manager, Officers, sponsors, and their affiliates, for monetary damages and provides that we will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to our Manager, Officers, sponsors, and their affiliates.

Our operating agreement provides that to the fullest extent permitted by applicable law our Manager, Officers, employees and agents, will not be liable to the Company. In addition, pursuant to our operating agreement, we have agreed to indemnify our Manager, Officers, employees and agents, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of our Company and attorney’s fees and disbursements) arising from the performance of any of their obligations or duties in connection with their service to us or the operating agreement, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such person may hereafter be made party by reason of being or having been the Manager or one of our Officers.

Insofar as the foregoing provisions permit indemnification of Managers, Officers or Persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

OWNERSHIP BY MANAGEMENT AND CERTAIN MEMBERS

The following table presents information regarding the ownership of the Company’s equity interests as of November 22, 2021, by:

Beneficial ownership is generally determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise noted, the address for each beneficial owner is listed below.

___________

Our controlling Members are set forth in the following table. These controlling Members include:

We believe each of these persons has sole voting and investment power over the shares they own, unless otherwise noted.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Other than Management’s relationship to the Company as Manager, Officers, and Members, the Company has not engaged in, nor currently proposes to engage in, any transaction in which Management, any affiliates of Management, or any immediate family member of such persons, had or is to have a direct or indirect controlling interest. Ted Dinges and Gary Dinges each hold a non-controlling interest in Torio.

André Vienna, who holds more than a 10% non-controlling interest in the Company, individually owns the controlling interest in Torio Mining Participações LTDA.

CONFLICTS OF INTEREST

The Company is subject to various conflicts of interest arising out of its relationship with the Manager and Officers, and certain non-controlling Members. None of the agreements and arrangements between the Company and the Manager, Officers, and/or such non-controlling Members, including those relating to compensation, if any, resulted from arm’s length negotiations. In addition, no assurances can be made that other conflicts of interest will not arise in the future. These conflicts of interest include, but are not limited to, the receipt of any Management Fee, company administration fee, and loan servicing fees by the Manager and/or Officers. The Manager and Officers are not currently paid any fees or compensation, and have not entered into any agreement or arrangement with the Company to be paid any such fees or compensation in the future. In the event the Manager and Officers will be paid a Management Fee or other such compensation, as a percentage which is based on the stated value of the Company (as determined by the Manager), such fees are intended to compensate the Manager and/or Officers for their services. Since absent the existence of a Management Fee, Members might receive a higher rate of return, the interests of the Manager and the Investors are adverse in this respect; however, the Company intends to negotiate such fees for Manager’s and/or Officers’ services on an arm’s length basis, and any such fees shall be market-based and commercially reasonable at all times.

Receipt of Other Fees by the Manager and its Affiliates

The Manager and/or its affiliates, if any, may charge reasonable, market-based processing, servicing, administration, accounting, legal, and other relevant fees in connection with services provided in connection with the business of the Company. All fees and compensation paid to the Manager and/or its affiliates shall be market-based and commercially reasonable at all times.

Competition by the Company with Other Affiliated Companies

The Manager and Officers, and their affiliates, may engage for their own accounts or for the accounts of others in other business ventures, including other public or private limited partnerships or limited liability companies. Neither the Company nor any holder of a share of membership interest issued by the Company is entitled to an interest therein.

The Manager and Officers currently hold a non-controlling ownership interest in Torio, the Operations Servicer for the Company. In addition to its other business, including conducting mining operations, Torio also conducts arbitrage activities with small local miners, which is competitive with those services performed of the Company.

Other Investments

The Manager and Officers may have investments in other companies, funds or accounts and real estate interests sponsored by or affiliated with the Manager as well as investments in non-affiliates; however, any such investments for which the performance of and financial returns of such other investments may be at odds with those of the Company, shall be non-controlling investment interests.

Lack of Independent Legal Representation

The Manager, Officers, and Company are not represented by separate counsel. The attorneys and other experts who have prepared the documents for this Offering also perform other services for the Manager. This representation will continue.

Manager and Officers as Member

The Manager and Officers are Class B Members of the Company and from time to time may invest additional amounts in the Company. Any further investment by the Manager and/or Officers will be with the approval of the Manager in its sole discretion, without notice or approval of the other Members. The Manager may also determine to have the Company accept its investment while rejecting the investments of others (though it does not intend to do so). As additional shares of membership interest are issued, the increase in shares may reduce the amounts the Company has available to make distributions to other Investors, as distributions will need to be distributed amongst more shares. In addition, the Manager will be eligible to have the same rights to request the Company to redeem its shares of membership interest as any other Member. Any such redemption may reduce the amount of funds available for the redemption or repayment of other Investors’ interests.

Furthermore, the interests of the Manager in its capacity as a Member may be adverse to the interests of other Members.

Indemnification

Pursuant to the Operating Agreement, the Company will indemnify its Manager, Officers, and any affiliates, agents, or attorneys from any action, claim, or liability arising from any act or omission made in good faith and in performance of its duties under the Operating Agreement. If the Company becomes obligated to make such payments, such indemnification costs would be paid from funds that would otherwise be available to distribute to Investors or invest in further Company Assets. To the extent these indemnification provisions protect the Manager, Officers, and/or affiliates, agents, or attorneys at the cost of the Investors in the Company, a conflict of interest may exist.

Other Services or Potential Compensation

The Company may engage affiliates of the Manager to perform services for and on behalf of the Company and the Company may, in connection with such services, pay to such affiliates servicing fees and other compensation as described in this Offering Circular. A service provider for the Company, including but not limited to the Operations Servicer, may receive commissions or fees from unrelated third parties for providing services or engaging in operations similar or in direct competition with those of the Company and, in such event, such service provider may have a potentially conflicting division of loyalties and responsibilities regarding the Company and the other parties.

Additional Information

Legal Matters

Certain legal matters with respect to the validity of the shares of Class A membership interest to be distributed pursuant to this Offering Circular will be passed upon for us by Wallace A. Glausi, Attorney at Law.

Experts

We have relied on Munk Witzig CPA, PLLC as experts for audit of our financial statements.

Where You Can Find More Information

We have filed an offering statement on Form 1-A under the Securities Act with the U.S. Securities and Exchange Commission for the Class A membership interest offered by this Offering Circular. This Offering Circular does not include all of the information contained in the offering statement. You should refer to the offering statement and our exhibits for additional information. Whenever we make reference in this Offering Circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement, or other document. Upon the qualification of our initial offering statement, we became subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are registered pursuant to Regulation A, and accordingly, we will file annual reports, semi-annual reports and other information with the SEC. When we complete this offering, we will also be required to file certain reports and other information with the SEC for a period of time and may continue to voluntarily file such reports.

You can read our SEC filings, including the offering statement of which this Offering Circular is a part, and exhibits, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

AMAZON GOLD, LLC

(a Delaware limited liability company)

AUDITED FINANCIAL STATEMENTS

For the period of January 1, 2021 through June 30, 2021

Financial Statements

AMAZON GOLD, LLC

Table of Contents

MUNK WITZIG CPA, PLLC

INDEPENDENT AUDITOR’S REPORT

July 8, 2021

To the Members Amazon Gold, LLC Camden, Delaware

Report on the Financial Statements

We have audited the accompanying financial statements of Amazon Gold, LLC (a limited liability company organized in Delaware) (the “Company”), which comprise the balance sheet as of June 30, 2021, and the related statements of income, members’ capital, and cash flows for the period of January 1, 2021 and ending June 30, 2021, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and the results of its operations, members’ capital, and cash flows for the period January 1, 2021 through June 30, 2021 in accordance with accounting principles generally accepted in the United States of America.

Sincerely,

MUNK WITZIG CPA, PLLC

Phoenix, Arizona

July 8, 2021

AMAZON GOLD, LLC

BALANCE SHEET As of

June 30, 2021

See accompanying Auditor’s Report and Notes to these Financial Statements

AMAZON GOLD, LLC

INCOME STATEMENT

For the period of January 1, 2021 through June 30, 2021

See accompanying Auditor’s Report and Notes to these Financial Statements

AMAZON GOLD, LLC

STATEMENT OF CHANGES IN MEMBERS' CAPITAL

For the period of January 1, 2021 through June 30, 2021

See accompanying Auditor’s Report and Notes to these Financial Statements

AMAZON GOLD, LLC

STATEMENT OF CASH FLOWS

For the period of January 1, 2021 through June 30, 2021

See accompanying Auditor’s Report and Notes to these Financial Statements

AMAZON GOLD, LLC

NOTES TO FINANCIAL STATEMENTS

As of June 30, 2021

See accompanying Auditors’ Report

NOTE 1 - NATURE OF OPERATIONS

AMAZON GOLD, LLC (which may be referred to as the “Company,” “we,” “us,” or “our”) is an early-stage company focused on the financing of developed global arbitrage opportunities in natural resources and precious metals.

The Company was organized as an LLC on December 7, 2020, in the state of Delaware.

Since inception, the Company has had little or no operational activity, other than funding certain legal and professional expenses related to its formation. As of June 30, 2021, the Company received $65,000 of capital from Seed Investors (see NOTE 5) and $4,000 from founding members, which has been the source of funding operations. During the next 12 months, the Company intends to fund its operations from existing cash, additional investor capital and funding from a securities offering campaign (see NOTE 6), as well as funds from revenue producing activities. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company has selected December 31 as the year end as the basis for its reporting.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto.

Actual results could differ from those estimates. It is reasonably possible that changes in estimates will occur in the near term.

Risks and Uncertainties

The Company has a limited operating history. The Company’s business and operations are sensitive to general business and economic conditions. Multiple and various factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: recession, downturn or otherwise, competition or changes in consumer taste. These adverse conditions could affect the Company’s financial condition and the results of its operations.

Cash and Cash Equivalents

The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of currency held in the Company’s checking account. As of June 30, 2021, the Company holds cash in the Company checking account.

Receivables and Credit Policy

Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. Trade receivables are stated at the amount billed to the customer. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoice. The Company, bypolicy, routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit risk exposure is limited, and it has not experienced significant write-downs in its accounts receivable balances. As of June 30, 2021, the Company did not have any outstanding accounts receivable.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed as incurred. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income.

Depreciation is provided using the straight-line method, based on useful lives of the assets. As of June 30, 2021, the Company had recorded no fixed asset acquisitions and no depreciation.

Intangible Assets

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. As of June 30,

2021, the Company had no fixed assets.

Capitalized Development Costs

Development costs are capitalized at cost. Expenditures for renewals and improvements or continued development (including payroll) are capitalized. Once commercial feasibility is procured, the balance of capitalized development costs will be amortized over three years.

The Company reviews the carrying value of capitalized development costs for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. As of June 30, 2021, the Company had not incurred any capitalized development costs.

Deferred Offering Costs

The Company complies with the requirements of ASC 340-10. The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. Under ASC 340-10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members’ equity or expensed depending on whether the offering is successful or not successful, respectively. As of June 30, 2021, the Company had recorded $105,000 of deferred offering costs.

Income Taxes

Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, cryptocurrency valuation and accrued expenses for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.

The Company is currently taxed as a Partnership for federal and state income tax purposes (See NOTE 3).

The Company is current with its foreign, US federal and state income tax filing obligations and is not currently under examination from any taxing authority.

Revenue Recognition

Starting with inception, the company adapted the provision of ASU 2014-09, “Revenue from Contracts with Customers” (“Topic 606”). Topic 606 provides a five-step model for recognizing revenue from contracts:

While the company has not yet earned any revenue, the Company intends to earn revenue during 2021.

Advertising Expenses

The Company expenses advertising costs as they are incurred.

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

Concentration of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to $250,000.

At times, the Company may maintain balances in excess of the federally insured limits.

NOTE 3 – INCOME TAX PROVISION

The Company is an LLC taxed as partnership under the Internal Revenue Code and a similar section of the state code. The members of an LLC are taxed on their proportionate shares of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is not currently involved with and does not know of any pending or threatening litigation against the Company or founders.

Lease Arrangement

The Company has not entered any lease agreements as of the balance sheet date.

NOTE 5 – SEED INVESTORS – DEFERRED EQUITY

The Company has entered into investment agreements with seed investors. In return for each investment of $5,000, each seed investor receives the right to receive shares of membership interest valued at a minimum of $50,000 at the time of the securities offering described in NOTE 6. As of June 30, 2021, the Company has received $65,000 from seed investors.

NOTE 6 – SUBSEQUENT EVENTS

Securities Offering

The Company is intending to offer common equity in a securities offering  planned  to  be  exempt  from SEC registration under Regulation A, Tier 2. The Company intends to offer up to $10 million in securities issued at 2,500,000 shares at $4.00 per share. The Company has engaged various advisors and other professionals to facilitate the offering who are being paid customary fees for their work.

Bank Account and Funding

The Company has established a business bank account which has been funded by certain members of the LLC. This cash contribution will be recorded as members’ contributions from the Company’s equity holders. Cash received from Seed Investors described in NOTE 5 is also held in the account.

Management’s Evaluation

Management has evaluated subsequent events through July 8, 2021, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements.

PART III—EXHIBITS

Item 16. Index to Exhibits

*(Fully executed Agreement to be filed by Amendment or Supplement)

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, duly authorized, in Maricopa County, State of Arizona, on the  22nd day of November, 2021.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

EXHIBIT 2A

Delaware

The First State

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “AMAZON GOLD, LLC”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF DECEMBER, A.D. 2020, AT 2:43 O`CLOCK P.M.

I.

The name of the limited liability company is Amazon Gold, LLC (the "Company").

II.

The address of its registered office in the State of Delaware is 2140 South Dupont Highway, Camden, County of Kent, Delaware 19934. The name of the Company's registered agent at such address is Paracorp Incorporated.

III.

The Company shall be managed by one or more managers.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 7th day of December, 2020.

EXHIBIT 2(b)

AMAZON GOLD, LLC

OPERATING AGREEMENT

THIS OPERATING AGREEMENT (the “Agreement”) is made to be effective as of the 1st day of June 2021 by the Members of Amazon Gold, LLC (the “Company”).

1. FORMATION

1.1 Definitions. Capitalized terms used in this Agreement have the meanings specified in Section 4 below.

1.2 Name. The name of the limited liability company is Amazon Gold, LLC.

1.3 Formation. The Company was organized as a Delaware limited liability company on December 7, 2020, pursuant to filing the Certificate of Formation with the Secretary of State of Delaware.

1.4 Principal Place of Business. The principal place of business of the Company shall be 9001 E San Victor Dr, Unit 1002, Scottsdale, AZ 85258, or such other place or places as the Manager may from time to time determine.

1.5 Registered Office and Registered Agent. The Company’s registered office shall be at 2140 South Dupont Highway, Camden, Delaware 19934, and the name of the registered agent is Paracorp Incorporated at the same address. The Manager may change the registered officer or registered agent.

1.6 Term. The Company duration is perpetual, meaning there is no set end date to the term of the Company.

2. PURPOSE AND BUSINESS OF THE COMPANY

The purpose of the Company is any lawful purpose for which companies may be organized in Delaware.  The business of the Company will be to pursue returns by funding and contracting for “pre-sell-buy-sell” services and any other business allowed by applicable law.

3. CAPITAL AND CONTRIBUTIONS

3.1 Initial Capital Contributions and Adoption of this Agreement. The initial capital of the Company shall be the amount set forth on Exhibit A as of the date of this Agreement. Each person acquiring Units from the Company shall be admitted as a Member and shall, by written instrument in form and substance acceptable to the Manager, accept and adopt the terms and provisions of this Agreement, and such person shall each execute and deliver such other instruments as the Manager reasonably deems necessary or appropriate to effect, and as a condition to, such acquisition of Units.

3.2 Membership Units.

(a) Class of Membership Units. The Company shall have two (2) classes of Membership Units: Class A Units and Class B Units. Except as set forth herein, Class A Units and Class B Units shall have identical attributes with regard to allocations, distributions, rights and restrictions; however, (i) Class A Units shall be entitled to a Preferred Return, as set forth in Section 3.2(b) below, and (ii) Class A Units and Class B Units shall have differing voting rights, as set forth in Section 3.2(c) below.

CONFIDENTIAL

Amazon Gold OA

(b) Preferred Return. Class A Units shall be entitled to a Preferred Return of 12% per annum pro rata based on Member’s contributed but unreturned capital.

(c) Voting Rights of Units. Class A Units shall have one (1) vote per Unit. Class B Units shall have ten (10) votes per Unit.

3.3 Capital Accounts. An individual capital account (a “Capital Account”) shall be established and maintained for each Member in accordance with the following:

(a) There shall be credited to each Member’s Capital Account: (i) the amount of any money or other value paid by such Member for the purchase of Units in the Company, whether through the initial purchase of Units or through the purchase of additional Units via the Reinvestment of Distributions; and (i) such Member’s share of the income and gain (and all items thereof) of the Company (including income or gain exempt from federal income tax and income and gain described in Treasury Regulation §1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treasury Regulation §1.704-1(b)(4)(i)).

(b) There shall be charged against each Member’s Capital Account: (i) the amount of capital distributed to such Member by the Company; (ii) such Member’s share of expenditures of the Company described in IRC §705(a)(2)(B); and (iii) such Member’s share of the losses and deductions of the Company (including losses and deductions described in Treasury Regulation §1.704-1(b)(2)(iv)(g), but excluding such Member’s share of expenditures of the Company described in IRC §705(a)(2)(B) and losses and deductions described in Treasury Regulation §1.704-1(b)(4)(i)).

(c) It is the intent of the Members of the Company that the provisions of this Agreement relating to the establishment and maintenance of Capital Accounts comply with the requirements of Treasury Regulation §1.704-1(b)(2)(iv) or any successor provision, and that such provisions are interpreted and applied in a manner consistent with such Treasury Regulation or successor provision.

4. DEFINITIONS

The following terms shall have the meaning ascribed to them below when used elsewhere in this Operating Agreement with the initial letter capitalized. Other capitalized terms found throughout this Operating Agreement and not defined below or elsewhere in this Operating Agreement shall have the meaning as ascribed to them in the PPM:

“Affiliates” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that the Affiliates of the Manager exclude the Company and any Person owned and/or controlled by the Company. “Control” for purposes of this definition means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, through voting securities, contract rights, or otherwise.

“Capital” means the capital contributed by a Member to the Company in exchange for that Member’s Units.

CONFIDENTIAL

Amazon Gold OA

“Capital Account” means a Member’s individual capital account in the Company as calculated according to the terms of the Operating Agreement. A Member’s Capital Account is generally the amount of Capital contributed by the Member to the Company and the Member’s share of the income and gain of the Company, less the amount of any Distributions made to the Member by the Company and the Member’s share of the losses and deductions of the Company.

“Class A Members” mean those Members that hold Class A Units.

“Class A Units” means any Units owned by Investors. Each Class A Unit has one (1) vote per Unit.

“Class B Members” mean those Members that hold Class B Units.

“Class B Units” mean any Units owned by the Management Team. Each Class B Unit has ten (10) votes per Unit.

“Cause” shall be deemed to have occurred if the Manager is found by a court of competent jurisdiction to have: (i) committed embezzlement, fraud, or any other act involving material improper conduct against the Company or its Assets; or (ii) engaged in conduct that amounts to recklessness, or willful malfeasance with respect to the Company or its Assets.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Assets” or “Assets” means any and all assets of the Company including real and personal property, cash, notes or securities held by the Company, intellectual property or trade secrets, or any other asset of the Company.

“Company Expenses” means Company organizational costs, tax preparation, CPA fees, legal fees, third party administration fees, third party servicing fees, third party custodian fees, capital acquisition fees and costs (including payment to duly licensed third parties who are contracted by the Manager to raise capital for the Company), other fees associated with any capital partner or lender, sales commissions and referral fees, taxes, insurance, inspection, utilities, and any other expense associated with the operation of the Company and the management of its assets.

“Credit Facility” or “Facility” means any loan or line of credit to the Company, including, but not limited to, warehouse lines, collateral pledge lines, or other short-term cash management lines, individual loans, or lines of credit from any lender, institutional or private, or any other borrowing by the Company, any of which may be secured in first position by one or more of the Company Assets, including all of the Company Assets.

“Critical Elements” has the meaning set forth in Section 10.2.

“Distributable Cash” means at the time of determination by the Manager, cash generated from the Company’s operations and Company Assets after payment of or provision for the following expenses: (a) interest and principal payments due under any Credit Facility; (b) Company Expenses; (c) any management fees or fees for services by Affiliates; (d) Note Holder interest; (e) repayment of maturing Notes; (f) any Redemptions approved by the Manager; and (g) such amounts as the Manager deems reasonable in order to provide for any anticipated, contingent or unforeseen expenditures or liabilities of the Company. Distributable Cash shall be determined without regard to (i) capital contributions made by Members or (ii) principal advanced on any Credit Facility or other Company indebtedness. Distributable Cash shall be determined by the Manager in its sole discretion.

CONFIDENTIAL

Amazon Gold OA

“Distributions” means amounts which from time to time are distributed to holders of Units, at the Manager’s sole discretion, but subject to the limitations set forth in the Operating Agreement.

“Excess Distributable Cash” or “EDC” means any Distributable Cash remaining after the Company pays any Preferred Return to the Members and all other fees and expenses payable by the Company pursuant to the Waterfall. The EDC will be determined quarterly by the Manager. Payment of any EDC will either be made or not made following the end of each quarter, depending on the Company’s results, as determined by the Manager in its sole discretion and subject to the terms of this Operating Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Indemnified Parties” shall have the meaning set forth in Section 10.9.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Investment Company Act” means Investment Company Act of 1940, as amended.

“Investor” means either, or both, a prospective or actual purchaser of Membership Units pursuant to an Offering, as the context may require.

“Investor Capital” or “Investment Capital” means any Capital Contributions made by the Members.

“Investor Suitability Statement” means the suitability statement of an Investor contained in that Investor’s Subscription Booklet.

“IRS” means the United States Internal Revenue Service.

“Lockup Period” means the 24-month period immediately following the Manager’s acceptance of an investment in Membership Units, during which time a Member may not request Redemption of those Units.

“Majority” means a percentage of Ownership Interest in excess of fifty percent (50%).

“Management Fee” means any fee paid to the Manager by the Company for his, her or its services in such capacity. Any Management Fee will be calculated, prorated, and paid at the end of each calendar month regardless of the Company’s performance or whether there will be any cash available for distribution to the Members after payment of the Management Fee.

“Management Team” means the Manager(s) and Officers of the Company.

“Manager” initially means Theodore Dinges and thereafter, any other Person elected by the Members to serve as the Manager of the Company pursuant to the terms of this Operating Agreement.

CONFIDENTIAL

Amazon Gold OA

“Member” or “Members” means any Person holding Units that has been approved by the Manager and is a party to this Operating Agreement. The name of each Member shall be contained on Exhibit A of this Agreement, incorporated herein by reference, as amended by the Manager from time to time to reflect changes in the Members and maintained in the Company’s records. An amendment to Exhibit A will not be deemed an amendment to this Agreement.

“Membership Units” means any Units held by Members

“Offering” means an offering to Investors of Units pursuant to the terms of a Private Purchase Memorandum (PPM), Subscription Booklet, and any other related documents proffered by the Company.

“Operating Account” means the operating account of the Company to which Investor funds are deposited upon the Manager’s acceptance of Investor’s Subscription Documents.

“Operating Agreement” or “Agreement” means this Operating Agreement of the Company, as executed by the Manager and each Member of the Company.

“Opportunity” means an opportunity that is competitive with the Company or similar to Assets in which the Company ordinarily might invest.

“Ownership Interest” means, for each Member, that percentage which is obtained by dividing the Membership Units held by a Member by the total of all Membership Units held by all the Members. For the purposes of voting matters, the Manager will determine each Member’s Ownership Interest as of the Record Date.

“Pari Passu” means proportionally, at an equal pace with, and without preference over other Members, as applicable.

“Person” means an individual, a partnership (general, limited or limited liability), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental, quasi- governmental, judicial or regulatory entity or any department, agency or political subdivision thereof.

“Preferred Return” means a preferred return equal to 12% per annum, distributed to the Class A Members pro rata based on a Class A Member’s contributed but unreturned Capital, which is due and payable by the Fund to each Member on a calendar quarterly basis beginning with the first quarter 2022. The Preferred Return is Non-Cumulative, meaning that the Preferred Return is not guaranteed, and any portion of the Preferred Return not paid to a Member because the Fund does not have sufficient Distributable Cash to pay the Preferred Return in a given quarter will not carry forward.

“Pre-sell-buy-sell” means the process by which the Company will pre-sell precious metals, then buy precious metals from third parties and then sell those precious metals to the pre-sale customer for a profit.

“Record Date” shall have the meaning set forth in Section 9.5.

“Redemption” means the Company’s purchase of a Member’s Units at the then current Unit Price.

“Redemption Fee” means a fee in an amount equal to five percent (5%), or other such amount as determined by the Manager in its sole discretion, of the then current Unit Price that will be charged for any Units redeemed within the Lockup Period. The Manager may or may not approve a request for a premature Redemption in its sole discretion.

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“Redemption Request” means a Member’s request for a Redemption pursuant to the terms of this Operating Agreement. All Redemption Requests will be accepted or rejected by the Manager in its sole discretion; provided, however, that the Manager intends to manage the Company in a way that allows it to accommodate reasonably anticipated Redemption Requests.

“Reinvest,” “Reinvestment,” or “Reinvestment Option” means a Member’s election to receive additional Units at the then current Unit Price in lieu of an interim, non- liquidating cash Distribution. Any Units purchased by Members via the Reinvestment Option will be considered, for purposes of any Redemption Requests, to have the same purchase date as the original date of purchase of the Units for which the Reinvestment Units are associated. Subject to the Manager’s right to terminate the Reinvestment Option at any time, Members have the option of either having such Distributions paid out or having such Distributions reinvested into additional Membership Units at the then-current Unit Price.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means Securities Act of 1933, as amended.

“Subscription Booklet” means the document, in addition to the PPM, provided to Investors for the purposes of evaluating an Offering and purchasing Units in the Company. The Member Subscription Booklet will include this Operating Agreement and a Unit Subscription Agreement.

“Substitute Member” means a Member who acquires its Units from another Member and becomes a Substitute Member under the terms of this Agreement.

“Transfer” shall have the meaning set forth in Section 11.2.

“Treasury Regulation” means the United States Treasury Regulations.

“Unit” or “Units” means a division of ownership of limited liability company interests in the Company. There are two classes of Units: Class A Units and Class B Units.

“Unit Price” means the price at which a Unit will be sold. The Unit Price will initially be Four Dollars ($4.00) per Unit; however, such Unit Price may fluctuate as determined by the Manager in its sole discretion.

“Waterfall” means the order of Distributions as set forth in, and subject to, the terms of this Operating Agreement.

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5. ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocation of Profits and Losses. Except as otherwise provided in this Agreement, for any fiscal year of the Company, allocations of Profits and Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Company shall be allocated among the Members in a manner such that the Capital Account of each Member, as of the last day of such fiscal year, is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Section 12.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their book value (determined in accordance with Treasury Regulation § 1.704-1(b)(2)(iv)), all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the book value (determined in accordance with Treasury Regulation § 1.704-1(b)(2)(iv)) of the assets securing such liability), and the net assets of the Company were distributed in accordance with this Section 5 to the Members immediately after making such allocation, minus any obligation of a Member to return amounts to the Company pursuant to this Agreement, and minus the Member’s share of Company Minimum Gain as determined in accordance with Treasury Regulation Section 1.704-2(g).

5.2 Distributions. Except as provided in Section 12.1 (Liquidating Distributions), the Manager shall determine whether there is any Distributable Cash available for distribution to the Members on a quarterly basis, and such Distributable Cash (if any) shall be initially apportioned and distributed as follows and in the following order:

(a) The Manager has the right, in its sole discretion to withhold any Distribution if distributing cash would not, in the Manager’s sole discretion, be in the best interest of the Company. Without limiting the foregoing, the Manager may in its discretion withhold any Distributions under this Section 5.2 and instead retain amounts as reserves for future liabilities or other expenses and apply the Excess Distributable Cash to acquire Company Assets. This includes Distributions of the Preferred Return and EDC.

(b) Notwithstanding Section 5.2, to the extent that (i) a Member is allocated taxable income from the Company as a result of being a Member and has not had Distributions reasonably sufficient to pay taxes on the taxable income assuming that each Member is taxed at the Assumed Tax Rate and (ii) the Company has Distributable Cash, the Manager may but is not obligated to cause the Company to make Distributions to the Members in amounts to be determined as set forth in the immediately following sentence. The amounts distributable pursuant to this Section 5.2, if any, will be the amount allocated pursuant to Section 5.1, as reasonably determined by the Manager with respect to a fiscal year, assuming that each Member is taxable multiplied by the Assumed Tax Rate. The calculations in the immediately preceding sentence will be based on such reasonable assumptions as the Manager determines to be appropriate, including, but not limited to, giving effect to prior year loss allocations. The amount distributable to a Member pursuant to Section 5.2 or 12.1 will be reduced by the amounts distributed to such Members pursuant to this Section 5.2.

5.3 Reinvestment. Members shall have the option (prior to any liquidation of the Company) to receive any returns actually distributed either 1) paid to them via check or ACH or 2) to use these funds to automatically purchase additional Membership Units at the then prevailing Unit Price. Members shall make such an election at the time of subscription and may change this election with 90 days’ notice to the Manager and not more frequently than twice per year. The Manager may suspend or terminate the Reinvestment Option at any time in its sole discretion. Any Units purchased by Members via the Reinvestment Option shall be considered, for purposes of any Redemption requests, to “tag-along” with the original date of purchase of the Units for which the Reinvestment Units are associated.

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6. BOOKS OF ACCOUNT, RECORDS, AND REPORTS

6.1 Books and Records. At the Company’s principal place of business, the Manager shall maintain the Company’s books and records, a register showing a current and past list of the full names and last known addresses of its Members, a copy of its Certificate of Formation and all amendments thereto; a copy of this Agreement and all amendments thereto, along with a copy of any prior Agreements no longer in effect, a copy of the Company’s federal, state, and local tax returns and reports, if any, for the three most recent years, and a copy of any financial statements of the Company for the three most recent years. Each Member shall have access thereto at all reasonable times and upon reasonable advance notice to the Manager.

The Manager will keep proper and complete records and books of account, entering fully and accurately all transactions and other matters relative to the Company’s business as are usually entered into records and books of account maintained by persons engaged in businesses of a like character. The Manager intends to maintain the books and records in full accordance with Generally Accepted Accounting Principles (“GAAP”); however, it may choose an alternate method of accounting in its sole discretion and after consulting with the Company’s Certified Public Accountant (“CPA”). The Manager shall consistently maintain the books and records on the accrual basis (except in circumstances where it determines that the cash or income tax basis of accounting will be in the best interest of the Company). Except with respect to matters as to which the Manager is granted discretion hereunder, the opinion of the Company’s CPA shall be final and binding with respect to all disputes as to computations and determinations required under this Agreement.

6.2 Financial Statements; Reports. The Company shall prepare its financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”), or using any other method selected by the Manager in consultation with qualified accountants. The Manager, in its sole discretion, may cause the Company to have its financial statements audited by a qualified Certified Public Accountant, or as required by any particular state regulations. A copy of such internally prepared and/or CPA prepared financial statements will be made available to the Members upon request, and to potential investors in the Company at the discretion of the Manager. The cost of any CPA prepared financial statements, tax returns, and audits will be paid solely by the Company. As soon as practicable following the close of each taxable year, the Company will provide the Members with information for their use in preparing documents required to be filed under federal income tax laws and other federal laws. The cost for any such report shall be borne by the Company.

6.3 Tax Matters; Tax Indemnity.

(a) Tax Elections. The Manager shall, without any further consent of the Members being required, make any and all elections for federal, state, local, and foreign tax purposes, file any tax returns, and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company and the Members. The Manager may rely on the advice of the Company’s accountants or tax attorneys with respect to the making of any such election.

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(b) Designation of Tax Matters Member. The Manager shall be the Tax Matters Member of the Company pursuant to Code section 6231(a)(7). The Tax Matters Member shall take such action as may be necessary to cause each other Member to become a notice partner within the meaning of Code section 6223 and shall furnish to the Members a copy of each Notice or communication received from the Internal Revenue Service. All expenses incurred by the Tax Matters Member shall be Company expenses and shall be paid by the Company. The Manager may, in its sole discretion, designate another Member to serve as the Tax Matters Member of the Company, as provided in the Treasury Regulations under Code section 6231. No Member shall make any election under Section 1101(g)(4) of the BBA Audit Rules, or any subsequent law or guidance, to cause the provisions of Section 1101 of the BBA Audit Rules to apply to the Company prior to any taxable year of the Company beginning after December 31, 2017. The Members agree to take such action (including, without limitation, amending this Agreement or entering into a separate agreement) as requested by the Manager to preserve and retain after the effective date of Section 1101 of the BBA Audit Rules (and any regulations, notices, revenue procedures, revenue rulings or other administrative guidance interpreting or applying Section 1101 of the BBA Audit Rules), to the extent possible, the rights, duties, responsibilities and obligations of the Members reflected in this Section 6.3.

(c) Tax Classification. The Members intend that the Company be classified as a partnership for federal and state income tax purposes. Accordingly, this Agreement is written and shall be construed in a manner consistent with such intent. The Manager shall take such action as may be required under the Code and the Treasury Regulations to cause the Company to always be taxable as a partnership for federal and state income tax purposes.

(d) Tax Indemnity. Each Member covenants for itself and its successors and assigns that such Person will, at any time prior to or after dissolution of the Company, whether before or after such Member’s withdrawal from the Company, pay to the Company or the Manager, on demand by the Manager, any amount which the Company or the Manager, as the case may be, has paid or is required, in the judgment of the Manager, to pay in respect of taxes (including withholding taxes and including any interest and penalties associated with the nonpayment or late payment of any such taxes) imposed with respect to the income of or distributions to such Member. To the extent that a tax liability imposed under Section 6225 of the BBA Audit Rules relates to a former Member that has sold, assigned, pledged or otherwise transferred its Units in the Company, such former Member shall indemnify the Company for its allocable portion of such tax, unless such indemnity is waived by the Manager in its sole discretion. Each Member acknowledges that, notwithstanding the sale, assignment, pledge or other transfer of all or any portion of its Units in the Company, it may remain liable, pursuant to this Section 6.3, for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such sale, assignment, pledge or other transfer, as applicable, under Section 6225 of the BBA Audit Rules.

7. FISCAL AND TAXABLE YEAR

The Company’s fiscal and taxable year will initially end on the 31st day of December in each year. The Manager may change the fiscal year or the taxable year at any time, subject to any applicable limitation of law or regulation.

8. COMPANY FUNDS

The Company’s available cash will be placed in one or more accounts, anticipated to be located at a federally insured financial institution. Each such account will consist of investments that are liquid, and that, in the Manager’s judgment, are sufficiently safe while attempting to produce a yield (if any) on the Company’s cash.

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9. MEMBERS; MEMBER MEETINGS

9.1 Limitation of Liability. Except as provided in this Agreement or in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member or Manager shall be obligated personally for any such debts, obligation or liability solely by reason of being a Member or acting as a Manager of the Company. Except as otherwise provided in this Agreement, a Member’s liability (in its capacity as such) for Company liabilities and losses shall be limited to the Company’s assets; provided that a Member shall be required to return to the Company any distribution made to it pursuant to Section 5.2 in clear and manifest accounting or similar error. The immediately preceding sentence shall constitute a compromise to which all Members have consented within the meaning of the Act.

Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

9.2 Classification of Member. Each Member shall be classified as a Class A Member or a Class B Member. The classification of a Member as a Class A Member or Class B Member is determined by the class of Units held by such Member.

9.3 Meetings. The Manager may hold at least one meeting annually for the Members, which may be held telephonically, electronically, or in person. In addition, a meeting of Members may be held: (a) if it is called by the Manager; or (b) if Members holding a Majority sign, date, and deliver to the Manager’s principal office a written request for the meeting, describing the purpose or purposes for which it is to be held. In either case, the Manager shall call a meeting by providing written notice to the Members (in the case of a Member requested meeting, within 10 days after receipt of the request from Members) stating the purpose of the meeting, and the date, time, and place of the meeting. Such meeting shall be held at a time and place designated by the Manager not less than 15 days or more than 60 days after the Manager’s written notice to the Members. All meetings of Members shall be held at the principal office of the Company or any other place specified in the Notice of Meeting.

9.4 Proxies. A Member may be represented at a meeting in person or by written proxy. A proxy shall be in writing executed by the Member and filed with the Manager before the commencement of the meeting. The Manager may specify the persons who can be appointed as a proxy.

9.5 Voting. On each matter requiring action by the Members, each Member may vote the Member’s Units according to the Class of such Member’s Unit(s). Class A Members shall be entitled to one (1) vote per Class A Unit held. Class B Members shall be entitled to ten (10) votes per Class B Unit held. Except as otherwise stated in the Certificate of Formation or this Agreement, a matter submitted to a vote of the Members shall be deemed approved if it receives the affirmative vote of the Members holding a Majority. Units held by the Manager or its Affiliates will be included in any vote, other than a vote related to a transaction in which the Manager or an Affiliate has a conflict of interest.

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9.6 Action Without Meeting. Any action permitted to be taken by the Members at a meeting may be taken without a meeting by a written consent, describing the actions taken, signed by the Members holding the Ownership Interest required for approval of the matter if it were submitted to a vote of the Members at a meeting.

9.7 Record Date. The persons entitled to notice of and to vote at a Members meeting or by ballot or to take action by a written consent, and their respective Ownership Interest, shall be determined as of the Record Date for the meeting or the ballot. The Record Date for a meeting shall be a date selected by the Manager not earlier than 60 days before the meeting or the date the ballots or written consents are mailed, as the case may be (the “Record Date”). If the Manager does not specify a Record Date for a meeting or ballot or written consent, the Record Date shall be the date on which notice of the meeting or ballot or written consent was first mailed or otherwise transmitted to the Members.

9.8 Members Not Clients of the Manager. Each Member acknowledges and agrees that the Member, as a member of a limited liability company and having the rights of a Member under the Agreement, is not intended to be a client of the Manager within the meaning of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and any state law governing the regulation of investment advisers. Accordingly, notwithstanding any provision of this Agreement to the contrary, the Member acknowledges and agrees that the Manager (i) shall not, and shall not be required to, provide or furnish the Member (in its capacity as such) with any advice, analysis or reports regarding the Member’s direct actual or proposed investments in any securities or other investments, and (ii) shall, in managing the Company, consider only the investment objectives of the Company as a whole, and shall not consider the investment, tax or other objectives of any particular Member.

10. POWERS, RIGHTS, FEES, AND DUTIES OF THE MANAGER

10.1 Authority. The Company shall be managed by one Manager. The initial Manager shall be Theodore Dinges. The Manager has the exclusive authority to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. The Manager has all of the rights and powers of a Manager as provided in the Act, this Agreement, and as otherwise provided by law. Any action of the Manager shall constitute the act of and bind the Company.

10.2 Powers. The Manager has the right, power, and authority to do on behalf of the Company all things, which in its sole judgment are necessary, proper, or desirable to carry out its duties and responsibilities. Such powers include, but are not limited to the following, intended as examples of such powers:

(a) Acquire and originate Company Assets;

(b) The right, power, and authority to incur all reasonable expenditures, to acquire, manage, improve, and/or dispose of Company Assets and to operate the Company;

(c) Employ and dismiss from employment any and all employees, agents, independent contractors, managers, brokers, attorneys, and accountants;

(d) To appoint one or more officers of the Company (“Officers”) and to assign such titles and duties to such Officers as the Manager may, in his sole discretion, deep appropriate; provided, however, that the Officers may not bind the Company without the express written consent of the Manager;

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(e) To cause the Company to borrow money from one or more Credit Facilities and utilize one or more Company Assets as collateral for any such borrowing, or to cause the Manager or one or more of its Affiliates to guarantee the Company’s obligations under such Credit Facilities; provided in each case that the Company’s obligations under the Credit Facilities or the Manager’s or Affiliate’s obligations under such guarantee shall be nonrecourse to the Members. Any Facility shall be nonrecourse to the Members. The Manager (and/or its principals) and the Company may agree to provide its guaranties for a given Facility but are not required to do so. Any Facility will likely have covenants that affect the Company and the Manager;

(f) The right, power, and authority to sell any or all of the Company’s Assets;

(g) Enter into a management agreement, service agreement, or similar agreement with an Affiliate of the Manager;

(h) Do any and all of the foregoing at such price, for cash, securities, or other property and upon such terms as the Manager deems proper; and to execute, acknowledge, and deliver any and all instruments to effectuate any and all of the foregoing;

(i) To modify this Agreement, other than as to Critical Elements or those items set forth in Section 14 (Amendments), which shall require the consent of the Members holding a Majority; provided, however, that within 30 days of modifying this Agreement (except with respect to Exhibit A), the Manager will inform the Members of such modification. If the Members holding a Majority object to such a modification in writing to the Manager within 60 days of the modification, the modification shall be deemed null and void as of the date of the Members written objection to the modification. For purposes of this Agreement, “Critical Elements” shall mean the following:

10.3 Debt and Investment Limitations. The Company may choose to borrow money from time to time from one or more Credit Facilities and may pledge one or more Company Assets as collateral for any such borrowing. Any Facility shall be nonrecourse to the Members. The Manager (and/or its principals) and the Company may agree to provide its Guaranties for a given Facility but are not required to do so. Any Credit Facility will likely have covenants that affect the Company and the Manager.

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10.4 Management Fees and Additional Compensation to Manager, Officers, and/or Affiliates.

(a) In exchange for providing management services to the Company, the Manager may charge the Company a Management Fee. Such fee will be deemed earned and accrued daily and will be calculated, prorated, and paid at the end of each calendar month regardless of the Company’s performance or whether there will be any cash available for Distribution to the Members after payment of the Management Fee.

(b) In addition to any Management Fee, the Manager, Officers, and/or Affiliates may charge market-based operations, servicing, processing, underwriting, inspection and/or other fees, which shall at all times be commercially reasonable to help cover expenses associated with processing, underwriting, and inspecting any Company Assets. Any fee paid to any Affiliate shall be consistent with what other third parties may charge, and neither the Manager, the Officers, nor the Company shall co-mingle any Company Assets or funds with any account of any Manager, Officer, or Affiliate.

(c) The Members agree and acknowledge that the Manager or one or more Officers or Affiliates may receive the fees or reimbursements described in Sections 10.4(a) through 10.4(c) and the Manager may receive a portion of the EDC as set forth in Section 5.2; and that such arrangements are not the result of arms-length negotiations, but the Members agree that such arrangements constitute fair and reasonable transactions in the best interest of the Company. It is intended that, for federal income tax purposes, any compensation paid to a Person that is also a Member is a “guaranteed payment,” as that term is defined in Section 707(c) of the Code, and shall be so treated on all tax returns, including the Schedule k-1 attached to the Company’s Form 1065, U.S. Return of Partnership Income.

10.5 Time and Effort. The Manager and Officers shall devote such time to the Company business as the Manager deems necessary, in its sole discretion, to manage and supervise the Company business and affairs in an efficient manner. Nothing herein precludes employment of any agent or third party (at Company expense) to manage or provide other services subject to the control of the Manager, including pursuant to a management agreement.

10.6 Independent Activities of the Manager. The Manager and Officers are not required to manage the Company as their sole and exclusive function. The Manager and Officers may have other business interests and may engage in activities other than those relating to the Company. The pursuit of such ventures by the Manager, the Officers, and Affiliates, even if competitive with the business of the Company, shall not be deemed wrongful or improper or a violation of any fiduciary duties by the Manager or Officers. Notwithstanding the foregoing, if the Manager or Officers receive an Opportunity to invest in or manage or in any way benefit from an Opportunity that is competitive with or similar to the operations of the Company or Assets in which the Company ordinarily might invest, such Manager or Officer shall first consider the Opportunity, in good faith, a Company Opportunity prior to taking such Opportunity for itself. The Manager or Officer will consider, among other factors, what the Manager or Officer believes appropriate, the degree to which the Opportunity meets the Company’s operations or investment parameters and diversifies or concentrates the risk of the Company’s operations or investments, the Company’s available cash and future needs for cash, and anticipated future operations or investments.

10.7 Permitted Transactions. The validity of any transaction, agreement, or payment involving the Company and the Manager, an Officer, or an Affiliate of a Manager or Officer, which is otherwise permitted by the terms of this Agreement, shall not be affected by the relationship between the Company and the Manager, the Officer, or an Affiliate of the Manager or Officer.

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10.8 Liability to the Company. To the greatest extent permitted by law, none of the Manager, Officers, or their Affiliates, or any director, manager, officer, agent, employee, or owner of the Manager, or its Affiliates (herein the “Covered Parties”) shall be liable, responsible, or accountable to the Company or any Member for losses, proceedings, investigations, claims, damages, liabilities, judgments, demands or expenses of any kind or nature whatsoever (including without limitation legal fees (one or more, “Damages”) arising from any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager or Officers by or pursuant to this Agreement or by law unless such act or omission is determined by a court of competent jurisdiction to have been primarily attributable to such Person’s (i) fraud, gross negligence, bad faith, or willful misconduct and (ii) was not believed by such Person to be in the best interest of the Company.

10.9 Indemnity of the Manager and Officers. To the greatest extent permitted by law, the Company shall indemnify and hold harmless each of the Covered Parties against and from any Damages suffered or sustained by any such Covered Party by reason of any acts, omissions, or alleged acts or omissions, arising out of its activities on behalf of the Company or in furtherance of the interests of the Company. Any indemnification shall only be from the assets of the Company, including insurance. Notwithstanding the foregoing, no Covered Party shall be indemnified for any Damages incurred by any of them in connection with (1) conduct not undertaken in good faith or (2) conduct that constitutes gross negligence, fraud, bad faith or willful misconduct. The Company shall pay the expenses incurred by a Covered Party in connection with any actual or threatened action, proceeding, or claim in advance of the final disposition of such matter, so long as the Company receives an undertaking by the Covered Party to repay in full the amount of the advancement if there is a final determination by a court of competent jurisdiction that the Covered Party was not entitled to indemnification under this Agreement.

10.10 Prohibited Acts. Anything in this Agreement to the contrary notwithstanding, the Manager and/or Officers shall not cause or permit the Company to: (a) make any loan or extend credit to the Manager or an Affiliate (other than reimbursement obligations in connection with a guaranty or credit support from the Affiliate), (b) borrow or otherwise engage in any extension of credit from the Manager and/or Affiliates, unless such loans or extensions of credit are at the same or similar terms offered to other borrowers or non-affiliated transactional parties in the discretion of the Manager; (c) reimburse the Manager for salaries and benefits of its officers or employees or for expenses that are not Company Expenses; (d) pay for any services performed by the Manager, except as permitted in this Agreement; (e) receive any rebate or participate in reciprocal business arrangements which circumvent this Section 10.10; (f) commingle the Company’s cash with those of the Manager, Officers, and/or their Affiliates; or (g) employ or permit the Company’s cash or assets to be used in any manner except for the exclusive benefit of the Company, except to the extent that funds are temporarily retained by loan servicing agents or property managers.

10.11 Removal or Withdrawal of the Manager. Members holding, in the aggregate, 80% or more of the Ownership Interest may, by written consent or affirmative vote, and with 90 days’ notice, remove the Manager for Cause. Members may then, by a Majority vote or written consent, elect a new Manager provided; however, that such removal of the Manager shall not become effective until the election of the new Manager. Removal of the Manager shall in no way impair any rights of the Manager attributable to the period prior to the effective date of removal. The Manager may voluntarily withdraw from the Company with one year’s written notice to Members. In the event of the Manager’s withdrawal, a Manager may be substituted who is acceptable to Members holding a majority of the Ownership Interests. The Manager’s resignation shall not become effective until the election of a new Manager by the Members, or 12 months from the date of the Manager’s resignation notice to the Members, whichever comes first. Removal or withdrawal of the Manager shall in no way impair any rights of the Manager attributable to the period prior to the effective date of the removal or withdrawal. The cessation of the Manager’s status as the Manager shall not affect its status as a Member of the Company, nor will the cessation of the Manager’s status as a Member affect its status as the Manager of the Company.

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10.12 Power of Attorney. Each Member who executes a signature page to this Agreement thereby irrevocably constitutes and appoints the Manager, with full power of substitution, as its true and lawful attorney-in-fact, in its name, place, and stead to execute, acknowledge, swear to, verify, deliver, file, and publish, if necessary: (a) this Agreement; (b) all amendments, alterations, or changes to this Agreement, including amendments admitting a substituted or additional Member, if otherwise authorized under this Agreement; (c) all instruments which effect a change in the Company or a change in this Agreement; (d) all certificates or other instruments necessary to qualify or maintain the Company as a limited liability company in which the Members have limited liability in the jurisdictions(s) where the Company may conduct business; and (e) all instruments necessary to effect a dissolution, termination, and liquidation of the Company and cancellation of this Agreement when such dissolution, termination, liquidation, or cancellation is otherwise provided in this Agreement; provided, however, that the Manager shall not use this power of attorney to take any actions that have the effect of changing a Critical Element without the Member’s consent. This power of attorney is deemed coupled with an interest and shall survive the death or disability of a Member or the assignment or transfer of all or any part of the interest of such Member in the Company until the transferee or assignee shall have become a substituted Member and shall have executed such instruments as the Manager deems necessary to bind such transferee or assignee under the terms of this Agreement as it may hereafter be amended. The Manager may exercise this power of attorney for each Member by listing all of the Members and executing any instrument with a single signature of the Manager acting as attorney-in-fact for all of them.

11. REDEMPTION AND TRANSFER OF UNITS BY MEMBERS

11.1 Member Redemptions and Lockup Period. Members will not be allowed to issue a request for a redemption of their Units (a “Redemption Request”) during the first 24 months of the Member’s investment (the “Lockup Period”). Notwithstanding the foregoing, Redemption Requests for reasons of financial hardship or emergency during the Lockup Period may be considered on a case-by-case basis subject to a penalty (the “Redemption Fee”) equal to five percent of the then current Unit Price. The Manager will have no obligation to consider any hardship Redemption Requests during the Lockup Period and shall be entitled to charge a higher or lower Redemption Fee. All Redemption Fees charged and collected will be considered income to the Company.

After the Lockup Period, a Member will have the right to make a Redemption Request with a minimum of 90 days’ written notice to the Manager. All Redemption Requests will be considered on a first come, first served basis.

Notwithstanding anything to the contrary in, the Manager will have no obligation to grant any particular Redemption Request and shall retain sole discretion as to whether or not to redeem any Units.

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11.2 Restrictions on Transfer of Interests.

(a) Subject to Section 11.2(b), no transfer (a “Transfer”) of all or any portion of a Member’s Units may be made without (i) the prior written consent of the Manager, which consent may be withheld for any reason at the Manager’s sole discretion, (ii) the receipt by the Manager of such documents and instruments of transfer as the Manager may reasonably require, and (iii) if requested by the Manager, the receipt by the Manager, not less than 10 days prior to the date of any proposed Transfer of a written opinion of counsel (who may be counsel for the Company), satisfactory in form and substance to the Manager, to the effect that such Transfer would not result in any adverse legal or regulatory consequences to the Company or any Member under the Investment Company Act of 1940, the Investment Advisers Act of 1940, or otherwise, including, but not limited to, that such Transfer would not:

(b) Section 11.2(a) shall not apply to a Transfer by a Member to a person that acquires such Member’s Units by reason of the death or legal incapacity of such Member. Each Member hereby agrees that it will not Transfer all or any fraction of its Membership Units, except as permitted by this Agreement.

(c) In no event shall all or any part of a Member’s Membership Units be transferred to a minor or a person who is incapacitated, except in trust or by will or interstate succession.

(d) The transferring Member agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Company in connection with a Transfer of its Membership Units.

(e) Each Member hereby covenants that such Member will take no action to cause the Company to be considered to be “publicly-traded” within the meaning of Section 7704 of the Code.

11.3 Assignees.

(a) The Company shall recognize the Transfer of all or any part of the Units of a Member, when the provisions of Section 11.2 shall have been complied with and there shall have been filed with the Company a dated notice of such Transfer, in a form satisfactory to the Manager, executed and acknowledged by both the transferor or such transferor’s legal representative and the transferee, and such notice contains (i) the acceptance by the transferee of all the terms and provisions of this Agreement and such transferee’s agreement to be bound hereby, and (ii) representations that such Transfer was made in accordance with all applicable laws, rules and regulations and this Agreement. In addition, the transferor shall provide a copy of the document(s) effecting the Transfer of Units and the transferor and transferee will execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable in connection with the Transfer. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by the transferor.

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(b) Unless and until an Assignee becomes a Substitute Member, such Assignee shall have no rights with respect to such Units other than those rights with respect to allocations and distributions.

(c) Any Member which shall Transfer all of its Units shall cease to be a Member upon, but only upon, the admission of a Substitute Member in such Member’s stead. The Manager has the discretion to only recognize a Transfer as being effective at the end of a given calendar quarter.

(d) Notwithstanding anything to the contrary contained in this Agreement, both the Company and the Manager shall be entitled to treat a Member transferring all or any part of its Units as the absolute owner thereof in all respects, and shall incur no liability for Distributions made in good faith to such Member, until such time as a Substitute Member is admitted in such Member’s stead in respect thereof.

11.4 Substitute Members.

(a) No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in Section 11.2. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of Sections 11.2 and 11.3(a), and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Section 11.2(b) need not comply with clause (i) of the preceding sentence.

(b) Each transferee of all or part of a Member’s Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.

11.5 Bankruptcy or Incapacity of a Member. In the event of the bankruptcy or incapacity of a Member, the Company shall not be dissolved, and the Member’s trustee in bankruptcy or other legal representative shall have only the rights of a transferee of the right to receive Company Distributions applicable to the Units of such bankrupt or incapacitated Member as provided herein. Any Transfer to or from such trustee in bankruptcy or legal representative shall be subject to the provisions of this Agreement.

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12. DISSOLUTION OF THE COMPANY

12.1 Dissolution. The Company will continue indefinitely until a date on which the Company has liquidated all of its Company Assets, or earlier upon the occurrence of any of the following events:

(a) The disposition of all assets of the Company and disbursement of all cash to the Members;

(b) The agreement by Members holding at least 80% of the outstanding Units; or

(c) The dissolution of the Manager, bankruptcy of the Manager, or withdrawal from the Company of the Manager when an approved replacement is not obtained within a period of 90 days of such dissolution or bankruptcy or one year after the withdrawal of the Manager in the case of withdrawal.

The following outlines the expected priority for the Distributions from the Company in the event of a liquidation:

12.2 Bankruptcy. A bankruptcy of a Manager shall be deemed to have occurred upon the happening of any of the following: (a) the Manager files an application for or consents to, the appointment of a trustee or receiver of its assets; (b) the Manager files a voluntary petition in bankruptcy or files a pleading in any court of record admitting in writing its inability to pay its debts as they become due; (c) the Manager makes a general assignment for the benefit of creditors; (d) the Manager files an answer admitting the material allegations of, or consents to, or defaults in answering a bankruptcy petition filed against it; or (e) any court of competent jurisdiction enters an order, judgment or decree adjudicating the Manager a debtor or appointing a trustee or receiver of its assets, if such order, judgment or decree continues unstayed and in effect for such period of 60 days.

12.3 Liquidation. If the Company dissolves, the Manager (or if the Manager has become bankrupt or terminated, then a liquidator or a liquidation committee selected by the holders of a majority of the then issued Units) shall commence to wind up the affairs of the Company and to liquidate its investments. The holders of the Units shall continue to share profits and losses during the period of liquidation in the same proportion as before the dissolution. The Manager (or such liquidator or liquidating committee) shall have full right and unlimited discretion to determine the time, manner, and terms of any sale or sales of Company Assets, having due regard to the activity and condition of the relevant market and general financial economic conditions.

12.4 Liquidation Statement. Within a reasonable time following the completion of the liquidation of the Company’s assets, the Manager (or liquidator or liquidating committee) shall supply to each Member a statement by the Company’s accountants setting forth the assets and liabilities of the Company as of the date of complete liquidation and each Member’s pro rata portion of the Distributions pursuant to Section 12.1.

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12.5 No Recourse to Assets or Members. Each Member shall look solely to the Assets of the Company for all Distributions with respect to the Company and its capital contribution thereto and share of profits or losses thereof, and shall have no recourse thereto (upon dissolution or otherwise) against any Member or the Manager or its principals, Affiliates, agents, or employees. No Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company.

12.6 Termination. Upon the completion of the liquidation of the Company and the distribution of all Company funds, the Company shall terminate, and the Manager shall have the authority to execute and record the Certificate of Cancellation of the Company and any other documents required to effectuate the dissolution and termination of, or withdraw from, the Company.

13. NOTICES

All notices, requests, demands, and other communications given or required to be given hereunder shall be in writing and delivered personally or by electronic mail, or sent by United States mail or registered or certified mail, return receipt requested, postage prepaid or sent by a nationally recognized courier service such as Federal Express, duly addressed to the parties as follows:

Any notice or other communication hereunder shall be deemed given on the date of actual delivery thereof to the address of the addressee, if personally delivered, and on the date indicated in the return receipt or courier’s records as the date of delivery or as the date of first attempted delivery to the address of the addressee, if sent by registered or certified mail or courier service (such as Federal Express) or three days after being sent by regular mail. Any notice given by electronic mail shall be deemed delivered when received by the email service machine of the receiving party if received before 5:00 p.m. (Recipient’s Time) on the business day received, or if received after 5:00 p.m. (Recipient’s Time), or if emailed on a day other than a business day (i.e., a Saturday, Sunday, or legal holiday), then such notice shall be deemed delivered on the next following business day. The transmittal confirmation receipt produced by the email read confirmation shall be prima facie evidence of such receipt. Any party may change its address or email address for purposes of this Section by giving notice to the other party. If a “copy party” is designated, service of notice shall not be deemed given to the designated party unless and until the “copy party” is also given such notice in accordance with this Section.

14. Amendments

14.1 Amendments Requiring Consent. Except as otherwise provided herein (and explicitly excluding the powers granted to the Manager to modify this Agreement pursuant to Section 10.3), this Agreement is subject to amendment only with the written consent of the Manager and the Members holding a Majority of the Ownership Interest; provided, however, that no amendment to this Agreement may:

(a) without the consent of each affected Member, modify the limited liability of a Member;

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(b) alter the interest of any Member in respect of Company income, gains, and losses or amend or modify any portion of Section 5 without the consent of 80% of the outstanding Units or, if a lesser percentage, each Member adversely affected by such amendment or modification; provided, however, that the admission, withdrawal, or substitution of Members in accordance with this Agreement shall not constitute such an alteration, amendment, or modification;

(c) amend or modify any provision of Section 11 in a manner that would further restrict the transferability of a Member’s Interest without the consent of all of the Members;

(d) amend any provision hereof which requires the consent, action, or approval of a specified Ownership Interest of the Members without the consent of such specified Ownership Interest of the Members;

(e) amend this Section 14.1 without the consent of such specified Ownership Interest of the Members requiring the approval referenced in the applicable subsection being amended.

14.2 Amendments Not Requiring Consent. In addition to any amendments otherwise authorized hereby (including the powers granted to the Manager to modify this Agreement pursuant to Section 10.2), this Agreement may be amended from time to time by the Manager: (i) to add to the representations, duties, or obligations of the Manager or surrender any right or power granted to the Manager; (ii) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or correct any printing, stenographic, or clerical errors or omissions; (iii) to provide for the admission, withdrawal, or substitution of Members in accordance with this Agreement; (iv) to amend Exhibit A attached hereto to provide any necessary information regarding any Member, and to add and delete Members or Substitute Members or modify changes to Units held by Members in accordance with this Agreement; (v) to delete or add any provisions of this Agreement required to be so deleted or added by applicable law or by a securities law commissioner or similar such official or in order to qualify for a private placement exemption; and (vi) to reflect any change in the amount of the capital contribution of any Member in accordance with this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 14.2 if (a) such amendment would adversely alter the interest of a Member in income, gains, or losses or distributions of the Company, or (b) such amendment would, in the opinion of counsel for the Company, alter or result in the alteration of, the limited liability of the Members or the status of the Company as a Company for federal income tax purposes. The power of attorney granted pursuant to Section 10.12 may be used by the Manager to execute on behalf of a Member any document evidencing or effecting an amendment adopted in accordance with this Section 14.2.

15. GENERAL

15.1 Waiver of Partition. The Members agree that the Company properties are not and will not be suitable for partition. Accordingly, each Member hereby irrevocably waives any and all rights that it may have to maintain any action for partition of any Company Assets.

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15.2 Entire Agreement. This Agreement and the Subscription Agreements constitute the entire agreement among the parties. They supersede any prior agreement or understanding among the parties, and may not be modified or amended in any manner other than set forth herein or therein.

15.3 Law. This Agreement and the rights of the parties hereunder shall be governed and interpreted in accordance with the laws of the State of Delaware.

15.4 Submission to Jurisdiction. EXCEPT FOR MATTERS OR ACTIONS ARISING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT OF 1934, each Member agrees that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the Subscription Agreement or an investment in the Company shall be brought in a state or federal court located in Delaware, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each Member irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that the Member may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice or other document pursuant to the procedure in Section 13 shall be effective service of process for any suit, action or other proceeding brought in any such court.

15.5 Construction and Interpretation. Whenever required by the context in this Agreement, the singular number will include the plural and vice versa, and any gender shall include masculine, feminine, and neuter genders. The term “Member” when used in any provision relating to any tax or financial matter is deemed to include any Person having economic rights under this Agreement. The headings or titles of the Sections of this Agreement are intended for ease of reference only and shall have no effect whatsoever on the construction or interpretation of any provision of this Agreement. References to Sections are to Sections of this Agreement unless otherwise specified. As used in this Agreement, (a) the term “party” refers to a party to this Agreement unless otherwise specified, (b) the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement, (c) the term “including” is not limiting and means “including without limitation” whether or not so specified, and (d) the term “sole discretion” means absolute and arbitrary. If any period of time specified in this Agreement ends on a day other than a business day, the period will be extended to the next business day. This Agreement will not be construed for or against a party or the Company by reason of the authorship or alleged authorship of any provision hereof.

15.6 Binding Effect. Except as herein otherwise specifically provided this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors, and assigns.

15.7 USA PATRIOT Act Compliance.

(a) Prohibited Investments. The Company prohibits the investment of funds in the Company by any Persons or entities that are acting, whether directly or indirectly, (x) in contravention of any United States, international or other money laundering laws, regulations or conventions, or (y) on behalf of terrorists or terrorist organizations, including those Persons or entities that are included on any relevant lists, including the list of Specially Designated Nationals and Blocked Persons maintained by the United States Office of Foreign Assets Control, all as may be amended from time to time (“Proscribed Investments”).

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(b) Authority of the Manager. The Manager shall be authorized, without the consent of any Person, including any other Member, to take such action as it determines to be necessary or advisable to comply, or to cause the Company to comply, with any anti- money-laundering or anti-terrorist laws, rules, regulations, directives or special measures. Notwithstanding anything to the contrary contained in any subscription agreement or other document, if, at any time following any Member’s acquisition of its interest in the Company, it is discovered that such Member’s investment is a Proscribed Investment, such Member shall be deemed to have withdrawn from the Company effective immediately and such Member shall have no claim arising out of such deemed withdrawal for any fees, costs, expenses, losses or damages, including legal fees and expenses, against the Company, the Manager, any Affiliate of the Manager or any of their respective shareholders, partners, members, other equity holders, officers, directors, employees, managers, agents and other representatives, other than, if permitted by law, the right to receive payment for its interest in the Company, in a manner determined in good faith by the Manager in its sole discretion. Any proceeds of such Member’s Units in the Company upon redemption pursuant to this Section 15.7(b) or otherwise will be paid to the same account from which the Member’s investment in the Company was originally remitted, unless the Manager, in its sole discretion, agrees otherwise, less any penalty, fine, forfeiture, withholding or seizure imposed or ordered by any governmental agency.

(c) Release of Confidential Matter. The Company or the Manager may release Confidential Matter (as defined below) about any Member and, if applicable, any beneficial owner(s) of such Member to proper authorities, if the Manager, in its sole discretion, determines that it is in the best interests of the Company in light of relevant rules and regulations concerning Proscribed Investments.

15.8 Validity; Effect of Inconsistencies with the Act. If any provision of this Agreement, or application of a provision to any person or circumstance, is held invalid, the remainder of this Agreement, or the application of such provision to other persons or circumstances, shall not be affected thereby. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement shall, to the extent permitted by the Act, control.

15.9 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. This Agreement may contain more than one counterpart of the signature page and it may be executed by the affixing of signatures of each of the Members to one of such counterpart signature pages; all counterpart signature pages shall be read as the one and they shall have the same force and effect as though all of the signers signed a single signature page.

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15.10 Confidentiality. Each Member agrees, as set forth below, with respect to any information pertaining to the Company or any Company Asset that is provided to such Member pursuant to this Agreement or otherwise (collectively “Confidential Matter”), to treat as confidential all such information, together with any analyses, studies, or other documents or records prepared by such Member, its Affiliates, or any representative or other person acting on behalf of such Member (collectively its “Authorized Representatives”), which contain or otherwise reflect or are generated from Confidential Matters, and will not permit any of its Authorized Representatives to, disclose any Confidential Matter, provided that any Member (or its Authorized Representative) may disclose any such information: (a) as has become generally available to the public; (b) as may be required or appropriate in any report, statement, or testimony submitted to any governmental authority having or claiming to have jurisdiction over such Member (or its Authorized Representative) but only that portion of the data and information which, in the written opinion of counsel for such Member or Authorized Representative is required or would be required to be furnished to avoid liability for contempt or the imposition of any other material judicial or governmental penalty or censure; (c) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation; or (d) as to which the Manager has consented in writing. Notwithstanding anything herein to the contrary, any Member (and any employee, representative, or other agent of such Member) may disclose to any and all persons, without limitation of any kind, such Member’s U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated hereby relating to such Member and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no disclosure of any information relating to such tax treatment or tax structure may be made to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.

15.11 Counsel. Each Member acknowledges and agrees that any law firm or counsel retained by the Manager in connection with the organization of the Company, the offering of Units, the management and operation of the Company, or any dispute between the Manager and any Member is acting as counsel to the Manager and as such does not represent or owe any duty to such Member or to the Members as a group.

15.12 Attorney Fees. In the event of any legal action in connection with this Agreement (whether at law or in equity), the prevailing party in such action shall be entitled to recover its reasonable attorney fees and costs incurred therein, including attorney fees and costs on appeal. The term “legal action” shall be deemed to include any action commenced in any court of general or limited jurisdiction as well as any proceeding in the bankruptcy courts of the United States and arbitration proceedings. The term “costs” includes, but is not limited to, reasonable attorney fees, deposition costs (discovery or otherwise), witness fees (expert or otherwise), title expenses (search or policy), and any and all other out-of-pocket expenses as may be allowed by the court or arbitrator.

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties on the day and year set forth at the beginning of this Agreement.

DATE:                                                                  20____

ADDRESS:                                                                                   

                    ____________________________________

                    ____________________________________

EMAIL:                                                                                         

FAX:                                                                                             

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EXHIBIT A

MEMBERS

(as of June 30, 2021)

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EXHIBIT 4

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING CIRCULAR HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING CIRCULAR DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY THE COMPANY MANHATTAN STREET CAPITAL (THE “PLATFORM”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN THE “STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS” SECTION OF THE OFFERING CIRCULAR. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE PLATFORM (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS, IF ANY) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED OR IN ANY STATE OR JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO AMAZON GOLD, LLC OR

ITS DULY AUTHORIZED ATTORNEY-IN-FACT

9001 E San Victor Drive, Unit 1002

Scottsdale, AZ 85258

1. SUBSCRIPTION.

(a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares set forth below of the shares of Class A Membership Interest (the “Securities”) of AMAZON GOLD, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $4.00 per share (the “Per Share Price”), with a minimum purchase of $400.00 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Class A Membership Interest are as set forth in the Certificate of Formation and Operating Agreement of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the “Offering Circular”).

(b) Subscriber understands that the Securities are being offered pursuant to an offering statement dated ____________, 2021 (the “Offering Statement”), a copy of which has been filed with the SEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision.

(c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company, in its sole discretion. In addition, the Company, in its sole discretion, may allocate to Subscriber only a portion of the number of Securities for which the Subscriber has subscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate.

(d) The aggregate number of Securities sold shall not exceed 2,500,000 shares of Class A Membership Interest (the “Maximum Number of Shares”). The Company may accept subscriptions until ___________, 2022, unless extended by the Company, in its sole discretion, in accordance with applicable SEC regulations or until the Maximum Number of Shares under the Offering are sold, whichever shall first occur (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect.

(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

(g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

2. PURCHASE PROCEDURE.

(a) Payment. The purchase price for the Securities shall be paid prior to the execution and delivery to the Company of the signature page of this Subscription Agreement as an e-signature. Subscriber shall deliver an e-signed copy of this Subscription Agreement, after payment for the aggregate purchase price of the Securities by any means approved by the Company, including but not limited to a check, ACH electronic transfer, or by wire transfer to an account designated by the Company and as set forth in the Offering Circular.

(b) Deposit Arrangements. Payment for the Securities must be received by PrimeTrust, LLC from Subscriber by ACH electronic transfer, wire transfer of immediately available funds, check or other means approved by the Company, in the amount as set forth on the signature page hereto. Subscriber shall receive notice and evidence of the digital entry of the number of the Securities owned by Subscriber reflected on the books and records of the Company and verified by ComputerShare, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Subscriber that the following are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Subscription Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current managers or officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and authorized to conduct business and is in good standing as a foreign entity in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale, and delivery of the Securities in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold, and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No Filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding shares of the Company immediately prior to the initial investment in the Securities pursuant to this Offering is as set forth under the “Summary of Offering” section of the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial Statements. Complete copies of the Company’s consolidated financial statements consisting of the balance sheets of the Company as of June 30, 2021, and the related statements of operations, shareholders’ equity and cash flows for the period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present, in all material respects, the consolidated financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Munk Witzig CPA, PLLC, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth under the “How We Plan to Use Proceeds from the Sale of Our Shares” section of the Offering Circular.

(h) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants that the following are true and complete in all material respects as of each Closing Date:

(a) Requisite Power and Authority. Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out the provisions thereof. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the applicable Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. The Securities subscribed to pursuant to this Subscription Agreement will be purchased for Subscriber’s own account and will be held for investment and not with the view to, or for resale in connection with, any distribution thereof. By such representation Subscriber means that Subscriber intends to hold the Securities for investment without the intent of participating directly or indirectly in a distribution thereof, and that Subscriber does not intend to dispose of all or any part of the Securities unless Subscriber determines that some change in Subscriber’s personal circumstances, by reason of some intervening event not now in contemplation, has occurred which makes such disposition necessary.

Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

Subscriber agrees that Subscriber will not in any way transfer or dispose of any of the Securities unless either the Securities are covered by an effective registration statement under the Securities Act or the transfer or disposition is exempt from the registration requirements of the Securities Act. Subscriber further agrees that Subscriber will not in any way transfer or dispose of any of the Securities in violation of any other applicable securities laws and regulations, or in violation of any other applicable law.

Subscriber hereby agrees that the Securities shall be transferable only on the books of the Company, and that no transfer shall be made on the books of the Company and no attempted transfer shall be effective unless and until the request for transfer is accompanied by an opinion of counsel of the Company, or an opinion of counsel for Subscriber which is acceptable to the Company, in their reasonable discretion, to the effect that neither the sale nor the proposed transfer results in a violation of the Securities Act, any other applicable securities laws and regulations, or any other applicable law of which said counsel is aware. Subscriber hereby acknowledges that the Company is under no obligation to assist Subscriber financially or otherwise in registering the Securities under the Securities Act or any other applicable securities laws and regulations, or in obtaining said opinion of counsel, and Subscriber agrees to bear the entire cost of obtaining any such opinion. Subscriber agrees that a legend in substantially the following form may be placed on any certificate or certificates delivered to Subscriber or any substitutes therefor:

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Shareholder Information. Within five (5) days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, in addition to any other requirements, restrictions, or provisions hereunder, Subscriber will require the Transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(e) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers and officers of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(f) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(g) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page hereto.

(h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees, or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. The undersigned will indemnify and hold the Company harmless against any liability, loss, or expense (including, without limitation, reasonable attorneys’ fees, and out-of-pocket expenses) arising in connection with any such claim.

(i) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber shall immediately notify the Company, and Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. INDEMNITY.

The representations, warranties and covenants made by the Subscriber herein shall survive the closing of the transactions contemplated by this Subscription Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, managers and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. GOVERNING LAW; JURISDICTION.

This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EXCEPT FOR MATTERS OR ACTIONS ARISING UNDER THE SECURITIES ACT OF 1933 OR THE EXCHANGE ACT OF 1934, SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND AGREE THAT ANY ACTION OR PROCEEDING RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH DELAWARE COURTS. SUBSCRIBER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

7. DIGITAL SIGNATURES; ELECTRONIC COMMUNICATION.

Digital (“electronic”) signatures, often referred to as an “e-signature,” enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures.

You may execute this Subscription Agreement by providing one of the following: (i) your original, scanned, or faxed signature; or (ii) your electronic signature, as prescribed in the bulleted paragraphs below.

Furthermore, you hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement or the other governing agreements specifically, and/or future communications in general between the parties, may be made by email, sent to the email address of record as set forth in the vesting information below or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients’ email service provider, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

YOUR CONSENT IS HEREBY EXPRESSLY GIVEN TO THE FOLLOWING:

By signing this Subscription Agreement, you are explicitly agreeing to receive documents electronically, including your copy of this signed Subscription Agreement and other governing agreements, as well as ongoing disclosures, communications, and notices.