This Site Offering Notice is delivered under Section 6.2 of the Company Agreement of First Meter Site __________, LLC (the "Company"). It is the disclosure document for one site. It is confidential and delivered only to persons who have signed the site confidentiality and non-circumvention agreement. It is not an offer to sell securities to anyone who is not a verified accredited investor. Figures marked illustrative are estimates, not projections.
1. THE SITE
| Item | Entry |
|---|---|
| Site name | __________ |
| County and nearest city | __________ |
| Acreage and legal description | __________ acres; description in the data room |
| Improvements | __________ (for example, raw land or an existing building of ______ sq ft) |
| Utility and designated substation | __________ |
| Capacity sought | ______ MW |
| Capacity screen result | __________ (date and source) |
| Current stage | Step ___ of 11 |
| Interest of the Manager or its Affiliates in the Site, its seller or adjoining land | None, or: __________ |
2. THE CONTRACT
| Item | Entry |
|---|---|
| Form | [Option agreement] [Purchase and sale agreement] |
| Seller | Disclosed in the data room |
| Purchase price | $__________ |
| Option fee or earnest money | $__________, [credited] [not credited] against the price; [refundable until __________] [non-refundable] |
| Option or feasibility period | ______ days, with ______ extensions of ______ days at $______ each |
| Assignment | [Assignable without consent] [Assignable with seller consent, not unreasonably withheld] |
| Outside closing date | __________ |
3. CAPITAL
| Item | Entry |
|---|---|
| Total Commitments | $__________ (standard $500,000) |
| Manager commitment | 10% of Total Commitments: $__________ |
| Minimum Investor Member commitment | $__________ |
| Initial Contribution, due at closing | $__________ (standard $100,000) |
| Subscription deadline and target Closing Date | __________ |
| Additional closings | Until __________ (not more than 90 days after the Closing Date) |
4. BUDGET
| Use | Timing | Amount | Funded from |
|---|---|---|---|
| Formation and offering costs (cap $15,000) | Closing | $______ | Initial Contribution |
| Option fee or earnest money | Contract | $______ | Initial Contribution or call |
| Capacity screen and utility studies | Months 0 to 5 | $______ | Initial Contribution |
| Survey, title, zoning, legal | Months 2 to 5 | $______ | Initial Contribution |
| Management Fee through the Close Gate | Quarterly | $______ | Initial Contribution |
| Subtotal to the Close Gate | $______ | ||
| Powered shell only: acquisition equity (price less debt, closing costs, carry) | At closing | $______ | Capital Call |
| Powered shell only: first half of Development Fee | At closing | $______ | Capital Call |
| Powered shell only: engineering, design, permits, utility agreements | Months 8 to 12 | $______ | Capital Call |
| Contingency | $______ | Unfunded commitment | |
| Total | $______ | Total Commitments |
5. EXITS AND FEES
| Item | Entry |
|---|---|
| Target powered land price (illustrative) | $______ per MW; range $______ to $______ |
| Target powered shell price (illustrative) | $______ per MW; range $______ to $______ |
| Develop-Yourselves Price | $______ per MW of Confirmed Capacity (fixed; changes need majority consent) |
| Manager's expected recommendation | [Powered Land Exit by assignment] [Powered Shell Exit] |
| Management Fee | Greater of 2% per year of Total Commitments and $1,000 per month: $______ per quarter |
| Development Fee | $5,000 per MW of Confirmed Capacity: $______ at ______ MW; half at acquisition or assignment, half at Disposition |
| Target timetable | Close Gate by __________; Disposition by __________ |
6. ILLUSTRATIVE OUTCOMES
Attach the Manager's illustrative model for the Site: capital called, Net Proceeds, and each exit at the low, middle and high price, run through Section 5.3 of the Company Agreement after the Development Fee, the Management Fee and Company Expenses, and before sale costs and taxes.
7. SITE-SPECIFIC RISKS AND CONFLICTS
__________
8. KEY PERSON AND AFFILIATED DEVELOPER
Key Person: __________. Affiliated Developer: __________. Other single-site companies currently managed by the Manager: __________.
First Meter Site __________, LLC, by First Meter Partners GP, LLC, its Manager
By: ______________________________
Name: __________
Manager: __________
Date: __________
Completed notices are delivered only to investors who have signed the site NDA.