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FOR ACCREDITED INVESTORS ONLY Copy No.
_____
April 30, 2010

CONFIDENTIAL
PRIVATE PLACEMENT
MEMORANDUM
PRIVATE PLACEMENT OF
UNITS CONSISTING OF INTERESTS IN
REACTOR LAND DEVELOPMENT, LLC
A Delaware Limited Liability Company
OFFERING PRICE: $250,000 PER UNIT WITH A MINIMUM PURCHASE
OF ONE (1) UNIT PER SUBSCRIBER
Maximum of
Four hundred (400) Units at $250,000 per Unit
$100,000,000
No Minimum Offering
Contact:
Don Gillispie
President, Reactor Land Development LLC
911 E. Winding Creek Dr. Suite 150,
Eagle, ID 83616
(208) 939-9311
don@aehipower.com
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY!
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION

OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR REGISTERED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
These are speculative securities and involve a high degree of risk.
6HH³5LVN)DFWRUV´DWSDJH20 of this Memorandum.
The Offering Price to Max. Placement Agent Min. Proceeds to the

Subscribers(1) Fee(2) LLC (1)
Minimum Per Subscriber $250,000 $25,000 $225,000

Total Minimum Offering none none none
Total Maximum Offering $100,000,000 $10,000,000 $90,000,000
(1) The offering price of $250,000 per Unit consisting of Interests in Reactor Land Development, LLC has been
determined by the LLC and does not necessarily bear any relationship to the assets, book value or potential
earnings of the LLC or any other recognized criteria or value. Legal, travel, printing and miscellaneous costs of
the LLC related to the Offering are additional expenses which have not been deducted from the proceeds
figures provided. In addition, ongoing expenses of the LLC may be deducted from the proceeds figures
provided.
(2) 7KH 8QLWV DUH EHLQJ RIIHUHG RQ D ³EHVW HIIRUWV´ EDVLV IRU WKH 0D[LPXP 2IIHULQJ E\ WKH &RPSDQ\ DQG
occasionally, through licensed NASD Broker/Dealers. Don Gillispie is the primary contact for the Company.
The placement fee payable to the Placement Agent includes a commission payable up to 10% of the gross
proceeds of this Offering sold by such Placement Agent. In addition, the LLC will pay pre-approved out-of-
pocket expenses to the Placement Agent including legal fees. The LLC expects to have additional expenses
related to this Offering of approximately $100,000 including legal, printing, travel and other unspecified
costs some of which may be reimbursement expenses to the Placement Agent.
This document has not been filed with the Securities and Exchange Commission.
1
This document contains proprietary and confidential information of Alternate Energy Holdings, Inc., and may not be disclosed or used without its consent.
7KH LQIRUPDWLRQ FRQWDLQHG LQ WKLV &RQILGHQWLDO 3ULYDWH 3ODFHPHQW 0HPRUDQGXP WKLV ³0HPRUDQGXP´ RI 5HDFWRU /DQG
Development, LLC (the ³//&´, ³ZH´³RXUór ³XV´), a Delaware limited liability company, relates to the offer and sale of
$100,000,000 (the ³0D[LPXP2IIHULQJ´) of newly authorized Units consisting of Interests in the LLC at $250,000 per Unit
(each a ³8QLW´ and sometimes referred to as the ³6HFXULWLHV´) solely to accredited investors (each a ³6XEVFULEHU´
³,QYHVWRU´³\RX´, or ³\RXU´). A minimum purchase of one (1) Unit is required from each Subscriber. Subsequent Closings
may occur at various times thereafter in the sole discretion of the LLC until the date on which the LLC terminates the
offering of Units, in its discretion (the "Termination Date"). At the Closings with respect to those Units subscribed for
hereby and accepted by the LLC, the LLC shall deliver to the accredited investor a fully executed copy of the Subscription
Agreement and a duly exeFXWHGDXWKRUL]DWLRQIURPWKH//&¶V0DQDJHUVWRLVVXHDFHUWLILFDWHFRUUHVSRQGLQJWRWKHQXPEHU
of Interests received for the Units subscribed. If the LLC does not accept this subscription, in whole or in part, it will
promptly refund to the Subscriber, without deduction therefrom or interest thereon, any subscription payment received
from the Subscriber which was not accepted by the LLC. The minimum investment of any accredited investor is $250,000
for one (1) Unit, unless waived by us in our sole discretion. The Maximum Offering will be Four Hundred (400) Units. We
may increase the Maximum Offering at any time during the Offering. Accredited Investors will have the opportunity to
participate in the Offering until December 31, 2010, or approximately 270 days from the date hereof (the ³2IIHULQJ3HULRG´).
We, in our discretion, may extend the Offering Period for an additional 60 days or terminate the Offering, at any time. The
400 Units being offered hereby will be sold directly by the LLC as the issuer solely to ³DFFUHGLWHGLQYHVWRUVás such term
is defined under Rule 501 (a) of Regulation D under the Securities Act of 1933, as amended (the ³6HFXULWLHV$FW´). In the
event we do extend the period of this Offering after the initial period, we will provide notice thereof to each Investor. The
Offering will comply with the requirements for exemption from registration under provisions of Section 4(6) of the
6HFXULWLHV $FW DQG DQ\ DSSOLFDEOH VWDWH VHFXULWLHV RU EOXH VN\ ODZV 6HH ³6XLWDELOLW\ 6WDQGDUGV´ DQG ³7HUPV Rf the
2IIHULQJ´
All estimates, forecasts or other forward-looking statements contained in this Memorandum have been prepared by the
management of the LLC in good faith on a basis it believes is reasonable. Such estimates, forecasts and other forward-
looking statements involve significant elements of subjective judgment and analysis and no representation can be made
or assurance given as to their attainability. No representation or warranty (express or implied) is made or is to be relied
upon as a promise or representation as to the future performance of the LLC.
This Memorandum does not constitute an offer of the Units to any person other than the person who has been given this
Memorandum by one of our authorized managers, officers or members and only if the recipient meets the suitability
standards set forth in this Memorandum. By accepting this Memorandum, the recipient hereof agrees (i) not to distribute
or reproduce this Memorandum, in whole or in part, at any time, without the prior written consent of the LLC, and (ii) to
keep confidential the existence of this Memorandum and the information contained herein or made available in connection
with any further investigation of the LLC for so long as such recipient is in possession of the material non-public
information contained herein.
From time to time capitalized terms will be used but not defined in this Memorandum. Those capitalized terms shall have
WKHPHDQLQJVVHWIRUWKLQWKH//&¶V2SHUDWLQJ$JUHHPHQW
2
Reactor Land Development, LLC
The date of this Memorandum is April 30, 2010
TABLE OF CONTENTS
Page
ACKNOWLEDGMENT 4
CONDITIONS 7
NOTICES 9
STATE-SPECIFIC NOTICES 9
TERMINATION OF OFFERING 18
INVESTOR QUALIFICATIONS 18
OFFERING SUMMARY 19
GENERAL RISK FACTORS 20
PROJECT SPECIFIC RISK FACTORS 22
RISK FACTORS RELATING TO OFFERING 24
BUSINESS OF THE LLC 25
OPERATING AGREEMENT ± KEY PROVISIONS 28
USE OF PROCEEDS 29
COMPENSATION 31
PRINCIPAL INTEREST HOLDERS 31
DESCRIPTION OF UNITS 31
PLAN OF DISTRIBUTION 31
LEGAL MATTERS 32
CERTAIN TAX ASPECTS OF AN INVESTMENT IN THE LLC 32
OTHER MATTERS 36
SUBSCRIPTION PROCEDURE 36
COMPANY INFORMATION 36
EXHIBITS AND FORMS TABLE OF CONTENTS 36
SUBSCRIPTION AGREEMENT A
SUBSCRIBER QUALIFICATION QUESTIONNAIRE B
OPERATING AGREEMENT C
MEMBER JOINDER AND CONSENT
SCHEDULE A
3
ACKNOWLEDGMENT OF RECEIPT OF OFFERING MEMORANDUM
The Offering as set forth in this Offering Memorandum has not been registered with the Securities and Exchange Commission or
with any State securities commissions and is offered under Section 4(6) of the Securities Act of 1933 thereof, or other applicable
exemptions, relating to limited offerings.
I UNDERSTAND THAT IT HAS BEEN FURNISHED TO ME OR MY PURCHASER REPRESENTATIVE FOR THE PURPOSE OF
OBTAINING PERTINENT INFORMATION ABOUT THE OFFERING OF UNITS IN THE LLC.
As a condition of the receipt of the Offering Memorandum, I represent that:
(1) I recognize the speculative nature of an investment in the LLC and the risk of total loss from such an investment. I also
understand that an investment in the LLC is not liquid and thus I am prepared to hold this investment indefinitely.
(2) I hereby represent that I meet either or both of the following standards: (a) by virtue of my own investment acumen,
business experience, or independent advice, I am capable of evaluating the hazards and merits of making an investment; and/or (b)
I have financial responsibility measured by annual income and net worth which is suitable to a proposed investment in a high risk
LQYHVWPHQWSURJUDPDQG,DPDQ$FFUHGLWHG,QYHVWRUDVGHILQHGLQWKH6XEVFULSWLRQ$JUHHPHQWDWWDFKHGKHUHWRDV([KLELW³A´
(3) I hereby represent that:
(a) I have received and read the Offering Memorandum;
(b) I will use the Offering Memorandum only for my purposes; and
(c) I will not reproduce or duplicate the Offering Memorandum;
(4) I understand that I and my Purchaser Representative(s), if any, have an opportunity to review all pertinent facts
concerning the LLC and management and to obtain other information I might request, to the extent possessed or obtained without
unreasonable effort and expense, in order to verify the accuracy of the information in the Offering Memorandum for Reactor Land
Development, LLC.
THIS SPACE LEFT BLANK INTENTIONALLY
4
(5) If I decide to purchase Units in the LLC I also will complete and execute the Subscription Agreement in the form
contained in the Offering Memorandum.
Dated:__________________________
_______________________________ ______________________________
(Name) PLEASE PRINT (Signature)
_______________________________ Home Telephone:____________

(Street Address)
______________________________ Office Telephone:_____________

(City) (State) (Zip)
_______________________________ ____________________________
(Name) PLEASE PRINT (Signature)
_______________________________ Home Telephone: ____________

(Street Address)
_______________________________ Office Telephone: ____________

(City) (State) (Zip)
_______________________________
Purchaser Representative
THIS RECEIPT MUST BE SIGNED AND RETURNED TO THE LLC OR YOUR PURCHASER REPRESENTATIVE AT THE TIME
YOU RECEIVE THE OFFERING MEMORANDUM.
THIS SPACE LEFT BLANK INTENTIONALLY
5
Reactor Land Development, LLC
(A Delaware Limited Liability Company)
Maximum of Four Hundred (400) Units @ $250,000 per Unit

$100,000,000
Reactor Land Development, LLC (the "LLC") hereby offers for sale to residents of such States and Countries as the offering may
qualify under an offering exemption under Section 4(6) of the Securities Act of 1933 or other applicable exemption, up to a
maximum of Four Hundred (4008QLWVDWSHU8QLWWKH³2IIHULQJ´7KH2IIHULQJLVPDGHLQUHliance upon an exemption
from registration under the federal and state securities laws provided by Section 4(6) of the Securities Act of 1933 and such other
applicable exemptions from registration, for which the Units may be qualified.
THESE SECURITIES ARE OFFERED PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED, PURSUANT TO SECTION 4(6) OF THE SECURITIES ACT OF 1933 AS MAY BE APPLICABLE AND
PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH STATE SECURITIES COMMISSIONS HAVING JURISDICTION
OVER SECURITIES TRANSACTIONS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
COMMISSION, OR THE SECURITIES COMMISSIONER OF ANY STATE. NO FEDERAL OR STATE SECURITIES
COMMISSIONER HAS PASSED ON THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
5HDFWRU /DQG 'HYHORSPHQW //& ZDV IRUPHG LQ 'HODZDUH RQ 6HSWHPEHU 5/'´ RU ³//& KHUHDIWHU It is a Delaware
limited liability company organized for the purpose of for developing, a proposed nuclear plant in Idaho.
The address of the LLC is:
911 E. Winding Creek Dr., Suite 150,

Eagle, ID 83616
Subscriptions for the Units must be accompanied by certain representations that the Purchaser is acquiring the Units for investment
only and not with a view for distribution or resale, unless registration is effective, or an exemption for resale is available. Purchaser
LVUHTXLUHGWRDFNQRZOHGJHRWKHUWHUPVDQGFRQGLWLRQVRIWKLV2IIHULQJ6HH,QYHVWRU4XDOLILFDWLRQV´&XUUently, there is no public
market or other trading market for the Units. THERE IS NO ASSURANCE THERE WILL BE A PUBLIC MARKET FOR THE UNITS.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR SPECULATORS. See "Risk Factors"
Each Investor and/or Purchaser representative is given an opportunity to ask questions of, and receive answers from the issuer or
any person acting on the LLC's behalf concerning the terms and conditions of this Offering and to obtain any additional information,
to the extent the issuer possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the
DFFXUDF\ RI WKH LQIRUPDWLRQ FRQWDLQHG LQ WKLV 2IIHULQJ PHPRUDQGXP WKH ³0HPRUDQGXP´ ,) <28 +$9( $1< 48(67,216
WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY
OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM, PLEASE WRITE OR CALL OR
HAVE YOUR PURCHASER
6
REPRESENTATIVE WRITE OR CALL THE LLC. If you receive information which conflicts with information provided in this
Memorandum, you should seek clarification and not rely upon the accuracy of only one source.
Subscription Agreements are not binding on the LLC until accepted by the LLC, which reserves the right to reject, in whole or in part,
any subscription. If we reject all or a potion of any subscription, a check will be promptly mailed to the subscriber for all, with interest
earned, or the appropriate portion of, the amount submitted with such propoVHG LQYHVWRU¶V VXEVFULSWLRQ ([FHSW DV UHTXLUHG E\
FHUWDLQVWDWHV¶VHFXULWLHVODZVVXEVFULSWLRQVZKLFKDUHDFFHSWHGE\XVPD\QRWEHZLWKGUDZQE\DQ\SURSRVHGLQYHVWRU
THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE LLC. THERE CAN BE NO
ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.
THE SECURITIES HAVE NOT BEEN APPROVED, REGISTERED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS
OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO
REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH
PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF
THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER
THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRA',1*0$5.(7)257+(//&¶60(0%(56+,381,76$1'
THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE UNITS WILL BE
ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE LLC
IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE UNITS
PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE UNITS IS BEING UNDERTAKEN PURSUANT TO SECTION
4(6) UNDER THE SECURITIES ACT OF 1933. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF
THE UNITS, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE
SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE
SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE
CONFIDENTIAL OFFERING MEMORANDUM RELATES HAS BEEN ESTABLISHED BY THE LLC AND DOES NOT
NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE LLC
OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.
No person is authorized to give any information or make any representation not contained in the Memorandum and any information
or representation not contained herein must not be relied upon. Nothing in this Memorandum should be construed as legal or tax
advice.
The Management of the LLC has provided all of the information stated herein. The LLC makes no express or implied representation
or warranty as to the completeness of this information or, in the case of projections, estimates, future plans, or forward looking
assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are
derived, and it is expected that each prospective investor will pursue his, her, or its own independent investigation. It must be
UHFRJQL]HGWKDWHVWLPDWHVRIWKH//&¶VSHUIRUPDQFHDUHQHFHVVDULO\VXEMHFWWRDKLJKGHJUHHRIXQFHUWDLQW\DQGPD\YDU\PDWHUially
from actual results.
No general solicitation or advertising in whatever form will or may be employed in the Offering of the securities, except for this
Memorandum (including any amendments and supplements hereto), the exhibits hereto and documents summarized herein, or as
provided for under Regulation D of the Securities Act of 1933. Other than the L/&¶V0DQDJHPHQWQRRQHKDVEHHQDXWKRUL]HGWR
give any information or to make any representation with respect to the LLC or the Units that is not contained in this Memorandum.
Prospective investors should not rely on any information not contained in this Memorandum.
This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such
offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to
do so. This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable securities laws.
By acceptance of this Memorandum, prospective investors recognize and accept the need to conduct their own thorough
investigation and due diligence before considering a purchase of the Units. The contents of this Memorandum should not be
considered to be investment, tax, or legal advice and each prospective investor should consult with their own counsel and advisors
as to all matters concerning an investment through this Offering.
CONDITIONS
CONFIDENTIALITY
THIS PRIVATE OFFERING MEMORANDUM IS SUBMITTED ON A CONFIDENTIAL BASIS FOR USE BY A LIMITED NUMBER
OF SPECIFICALLY IDENTIFIED RECIPIENTS AND SOLELY FOR THEIR CONSIDERATION OF THE PURCHASE OF THE
MEMBERSHIP INTERESTS OR UNITS DESCRIBED HEREIN: THIS IS A PRIVATE OFFERING. THE ACCEPTANCE OF THIS
PRIVATE OFFERING MEMORANDUM CONSTITUTES AN AGREEMENT ON THE PART OF THE RECIPIENT HEREOF, AND
THE RECIPIENT'S EMPLOYEES, AGENTS, AND REPRESENTATIVES, TO MAINTAIN THE CONFIDENTIALITY OF THE
INFORMATION CONTAINED HEREIN.
NON-REPRODUCTION
THIS PRIVATE OFFERING MEMORANDUM MAY NOT BE REPRODUCED OR TRANSMITTED, IN WHOLE OR IN PART,
EXCEPT AS NECESSARY FOR A DIRECT RECIPIENT OF THIS MEMORANDUM FROM THE LLC TO CONSULT WITH HIS,
7
HER, OR ITS REPRESENTATIVES, DIRECTORS, ACCOUNTANTS, PARTNERS, AND OTHERS THAT THE RECIPIENT
CONSULTS PRIOR TO AN INVESTMENT.
RELIANCE
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THE OFFER MADE BY THIS PRIVATE OFFERING MEMORANDUM, NOR HAS ANY PERSON BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PRIVATE OFFERING MEMORANDUM, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON.
LIMITATION
THIS PRIVATE OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NO WARRANTY
NEITHER THE DELIVERY OF THIS PRIVATE OFFERING MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE A WARRANTY OR AN IMPLICATION THAT THERE AS HAS BEEN NO CHANGE IN
THE AFFAIRS OF OUR LLC SINCE THE DATE HEREOF.
MISUSE
THE USE OF THIS PRIVATE OFFERING MEMORANDUM FOR ANY PURPOSE OTHER THAN AN INVESTMENT IN THE UNITS
DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED.
CAREFUL ANALYSIS
PRIOR TO SUBSCRIBING FOR UNITS IN THE LLC THE RECIPIENT OF THIS MEMORANDUM WILL CAREFULLY READ THE
(17,5( '2&80(17 ,1&/8',1* 7+( )2//2:,1* 6(&7,21 (17,7/(' ³127,&(6´ $1' :,// 5(48(67 $'',7IONAL
INFORMATION FROM THE LLC, OR FROM ANY OTHER SOURCE, AS NECESSARY TO COMPLETE A CAREFUL
EVALUATION OF THE OFFERING.
NOTICES
THE FOLLOWING NOTICES SHOULD BE READ CAREFULLY IN CONJUNCTION WITH THE BALANCE OF THIS
MEMORANDUM:
NO PUBLIC MARKET
THERE IS NO PUBLIC MARKET FOR THE UNITS AND NO SUCH MARKET WILL DEVELOP AS A RESULT OF THIS
OFFERING.
SPECULATIVE AND RISKY INVESTMENT
THE INVESTMENT OFFERED HEREBY IS SPECULATIVE AND INVOLVES RISK. THIS MEMORANDUM INCLUDES A SECTION
(17,7/('³7+(5,6.6´$1'7+(5(0$<%(27+(55,6.67+$7:(+$9(127&216,'(5('
EXEMPTION FROM REGISTRATION
THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES LAWS AND ARE
BEING OFFERED AND SOLD IN RELIANCE UPON STATUTORY AND REGULATORY EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF STATE AND FEDERAL LAW. THIS MEANS THE UNITS HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR
HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE OFFERING MEMORANDUM. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL. THE UNITS MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE ACCEPTABLE TO THE LLC AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED AND AN APPLICABLE EXEMPTION SUCH AS RULE 144 OF THE SECURITIES ACT IS
APPLICABLE.
8
FORWARD-LOOKING STATEMENTS
THIS 35,9$7(2))(5,1*0(025$1'80&217$,16&(57$,1³)25:$5'-/22.,1*67$7(0(176´$6'(),1(',17+(
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, INCLUDING OR RELATED TO OUR FUTURE RESULTS
(INCLUDING CERTAIN MANAGERIONS AND BUSINESS TRENDS). THESE AND OTHER STATEMENTS, WHICH ARE NOT
HISTORICAL FACTS, ARE BASED LARGELY ON CURRENT EXPECTATIONS AND ASSUMPTIONS OF MANAGEMENT AND
ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. THESE RISKS AND
UNCERTAINTIES INCLUDE, AMONG OTHERS, THE RISKS AND UNCERTAINTIES DESCRIBED IN "THE RISKS" SECTION OF
THIS MEMORANDUM. ASSUMPTIONS RELATING TO FORWARD-LOOKING STATEMENTS INVOLVE JUDGMENTS WITH
RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS AND FUTURE
BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF
WHICH ARE BEYOND OUR CONTROL. WHEN USED IN THIS MEMORANDUM, THE WORDS "ESTIMATE," "BELIEVE,"
³0$1$*(5,216´ ,17(1' (;3(&7 $1' 6,0,/$5 (;35(66,216 $5( ,17(1'(' 72 ,'(17,)< )25:$5'-LOOKING
STATEMENTS. ALTHOUGH WE BELIEVE THAT ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS ARE
REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE TO BE INACCURATE AND, THEREFORE, THERE CAN BE NO
ASSURANCE THAT THE RESULTS CONTEMPLATED IN THE FORWARD-LOOKING INFORMATION WILL BE REALIZED. OUR
BUSINESS DECISIONS ARE SUBJECTIVE IN MANY RESPECTS AND SUSCEPTIBLE TO INTERPRETATIONS AND PERIODIC
REVISIONS BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH MAY CAUSE US
TO ALTER OUR BUSINESS STRATEGY, AND MAY, IN TURN, AFFECT OUR RESULTS OF OPERATIONS. IN LIGHT OF THE
SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING INFORMATION HEREIN, THE INCLUSION OF SUCH
INFORMATION SHOULD NOT BE REGARDED AS OUR REPRESENTATION THAT ANY STRATEGY, OBJECTIVES, OR OTHER
PLANS WILL BE ACHIEVED. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRIVATE OFFERING
MEMORANDUM SPEAK ONLY AS OF THE DATE OF THIS PRIVATE OFFERING MEMORANDUM AS STATED ON THE FRONT
COVER, AND WE DISCLAIM ANY OBLIGATION TO UPDATE OR REVISE ANY OF THESE FORWARD-LOOKING
STATEMENTS.
INVESTOR QUALIFICATIONS
BECAUSE AN INVESTMENT IN THE LLC INVOLVES A HIGH DEGREE OF RISK IT IS SUITABLE ONLY FOR PERSONS OF
SUCH FINANCIAL MEANS THAT THEY HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENTS. ACCORDINGLY, THIS
OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS WHO MEET CERTAIN STATUTORY AND ACCREDITATION
REQUIREMENTS AND WHO PURCHASE UNITS WITHOUT A VIEW TO PUBLIC DISTRIBUTION OR RESALE. IN ORDER TO
ASSURE THE LLC OF A PROSPECTIVE PURCHASER'S SUITABILITY TO PURCHASE UNITS EACH PROSPECTIVE
PURCHASER MAY BE REQUIRED TO MAKE CERTAIN REPRESENTATIONS TO THE LLC, INCLUDING THAT SUCH PERSON
CAN BEAR THE ECONOMIC RISK OF THE PURCHASE OF UNITS, SUCH PERSON HAS SUFFICIENT KNOWLEDGE AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF
AN INVESTMENT IN THE UNITS (OR THAT SUCH PERSON IS BEING ADVISED BY OTHERS WITH SUCH KNOWLEDGE AND
EXPERIENCE SUCH THAT SUCH PERSON AND THE ADVISORS TOGETHER ARE CAPABLE OF MAKING SUCH
EVALUATION), AND THAT SUCH PERSON IS PURCHASING UNITS FOR SUCH PERSON'S OWN ACCOUNT WITHOUT A
VIEW TO PUBLIC DISTRIBUTION OR RESALE. EACH ACCREDITED SUBSCRIBER MAY ALSO BE REQUIRED TO PROVIDE
CURRENT FINANCIAL AND OTHER INFORMATION TO ENABLE THE LLC TO DETERMINE WHETHER SUCH SUBSCRIBER IS
QUALIFIED TO PURCHASE UNITS.
RESTRICTIONS ON TRANSFER
THERE WILL BE RESTRICTIONS IMPOSED BY THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS UPON THE
RESALE OR TRANSFER OF UNITS EXCEPT BY GIFT, BEQUEST, OR OPERATION OF LAW. THE UNITS MAY BE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED BY THE COMMISSION. THE UNITS MUST NOT BE
TRANSFERRED WITHOUT REGISTRATION OR UPON RECEIPT BY US OF AN OPINION OF COUNSEL SATISFACTORY IN
FORM AND SUBSTANCE TO THE LLC THAT THEY MAY BE SOLD IN A TRANSACTION THAT IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF SUCH LAWS. ALTHOUGH THE HOLDERS OF UNITS WILL HAVE CERTAIN
REGISTRATION RIGHTS RELATING TO THE UNITS, WE WILL NOT HAVE ANY OBLIGATION AND DO NOT INTEND TO
REGISTER THE UNITS FOR RESALE UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS OR TO
TAKE ANY ACTION (INCLUDING THE FILING OF REPORTS OR THE PUBLICATION OF INFORMATION AS REQUIRED BY
RULE 144 UNDER THE SECURITIES ACT OF 1933), THAT WOULD MAKE AVAILABLE TO A SUBSCRIBER AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF ANY SUCH LAWS FOR THE RESALE OR TRANSFER OF ANY UNITS.
STATE-SPECIFIC NOTICES
FOR ALABAMA RESIDENTS ONLY
These securities are offered pursuant to a claim of exemption under the Alabama securities act. A registration statement relating to
these securities has not been filed with the Alabama securities commission. The commission does not recommend or endorse the
purchase of any securities, nor does it pass upon the accuracy or completeness of this private placement memorandum any
representation to the contrary is a criminal offense.
The purchase price of the interest acquired by a non-accredited investor residing in the state of Alabama may not exceed 20% of
the purchaser's net worth.
9
FOR ALASKA RESIDENTS ONLY
The securities offered have not been registered with the administrator of securities of the state of Alaska under provisions of 3 AAC
08.500-3 AAC 08.506. The investor is advised that the administrator has made only a cursory review of the registration statement
and has not reviewed this document since the document is not required to be filed with the administrator. The fact of registration
does not mean that the administrator has passed in any way upon the merits, recommended, or approved the securities. Any
representation to the contrary is a violation of a.s. 45.55.170.
The investor must rely on the investor's own examination of the person or entity creating the securities and the terms of the offering,
including the merits and risks involved, in making an investment decision on these securities.
FOR ARIZONA RESIDENTS ONLY:
The securities have not been registered under the Securities Laws of Arizona and may not be transferred or sold except in
transactions, which are exempt under the Arizona Securities Laws or pursuant to an effective Registration thereunder.
FOR ARKANSAS RESIDENTS ONLY:
These securities are offered pursuant to a claim of exemption under section 14(b)(14) of the Arkansas securities act and section
4(2) of the securities act of 1933. A registration statement relating to these securities has not been filed with the Arkansas securities
department or with the Securities And Exchange Commission.
Neither the department nor the commission has passed upon the value of these securities, made any recommendations as to their
purchase, approved or disapproved the offering, or passed upon the adequacy or accuracy of this memorandum. Any
representation to the contrary is unlawful. The purchase price of the interest acquired by an unaccredited investor residing in the
state of Arkansas may not exceed 20% of the purchaser's net worth.
FOR CALIFORNIA RESIDENTS ONLY:
The sale or transfer of the Securities by California residents is restricted by and subject to the provisions of Section 260.141.11 of
the Rules of the Commissioner of Corporations of the State of California. It is unlawful to consummate a sale or transfer of this
security, or any interest therein, or to receive any consideration therefor, without the prior written consent of the Commissioner of
Corporations of the State of California, except as permitted in the Commissioner's Rules.
FOR COLORADO RESIDENTS ONLY:
The securities offered hereby have not been registered under the Colorado securities act of 1981, as amended. By reason of
specific exemptions thereunder relating to the limited availability of this offering. These securities cannot be sold, transferred or
otherwise disposed of to any person or entity unless subsequently registered under the securities act and the Colorado securities
act of 1981, as amended, if such registration is required.
FOR CONNECTICUT RESIDENTS ONLY:
The securities have not been approved or disapproved by the banking commissioner of the state of Connecticut, nor has the
commissioner passed upon the accuracy or adequacy of this offering or this memorandum. Any representation to the contrary is a
criminal offense.
FOR DELAWARE RESIDENTS ONLY:
These securities have not been registered under the Delaware securities act and are offered pursuant to a claim of exemption under
section 7309(b)(9) of the Delaware securities act and rule 9(b)(9)(11) thereunder. These securities cannot be sold, transferred, or
otherwise disposed of to any person or entity unless they are subsequently registered under the act or an exemption from
registration is available.
FOR DISTRICT OF COLUMBIA RESIDENTS ONLY:
These securities have not been registered under the District of Columbia securities act since such act does not require registration
of securities issues. These securities cannot be sold, transferred, or otherwise disposed of to any person or entity unless they are
subsequently registered under the securities act of 1933, as amended, or an exemption from registration is available.
10
FOR FLORIDA RESIDENTS ONLY:
These securities have not been registered for sale in the State of Florida. These securities may be sold in Florida to Florida
residents only if they receive a written notification that they may rescind the transaction within three days of subscription by written
notice to the LLC. The securities are restricted and may not be resold for one year after purchase.
FOR GEORGIA RESIDENTS ONLY:
The securities are issued in reliance upon the exemption from registration set forth in Section 10-5-9-(16) of the Georgia Securities
Act and Rule 590-4-5.01, and they cannot be sold or transferred except in a transaction that is exempt under the Georgia Securities
Act or pursuant to an effective registration thereunder or otherwise in compliance with such Act.
FOR HAWAII RESIDENTS ONLY:
The securities offered hereby have not been registered under the Hawaii uniform securities act in reliance upon an exemption from
registration pursuant to section 485-6(15) H.R.S. thereunder, and therefore, cannot be resold or transferred unless duly registered
or qualified for an exemption from the registration requirements.
FOR IDAHO RESIDENTS ONLY:
These securities have not been registered under the Idaho securities act (the "act") and may be transferred or resold by residents of
Idaho only if registered pursuant to the provisions of the act or if an exemption from registration is available. The investment is
suitable if it does not exceed 10% of the investor's net worth.
FOR ILLINOIS RESIDENTS ONLY:
The securities may be offered and sold pursuant to an exemption from registration under Section 4G of the Illinois Securities Law of
1953, as amended, and cannot be sold or transferred except in a transaction that is exempt under the Illinois Securities Law or
pursuant to an effective registration thereunder or otherwise in compliance with such law.
FOR INDIANA RESIDENTS ONLY:
These securities have not been registered under section 3 of the Indiana Blue Sky Law and are offered pursuant to an exemption
pursuant to section 23-2-1-2(b)(10) thereof and may be transferred or resold only if subsequently registered or if an exemption from
registration is available. Investors should be aware that they will be required to bear the financial risks of this investment for an
indefinite period of time.
Indiana requires investor suitability standards of a net worth (exclusive of home, furnishings, and automobiles) of three times the
investment but not less than $75,000 or a net worth (exclusive of home, furnishings, and automobiles) of twice the investment but
not less than $30,000 and gross income of $30,000.
FOR IOWA RESIDENTS ONLY:
These securities have not been registered under the Iowa uniform securities act (the "act") and are offered pursuant to a claim of
exemption under section 502.203(9) of the act. These securities cannot be sold, transferred, or otherwise disposed of to any person
or entity unless they are subsequently registered or an exemption from registration is available. Investors should be aware that they
will be required to bear the financial risks of this investment for an indefinite period of time.
FOR KANSAS RESIDENTS ONLY:
These securities are offered pursuant to a claim of exemption under the Kansas securities act. A registration statement relating to
these securities has not been filed with the Kansas securities commission. Therefore, these securities cannot be resold or otherwise
transferred unless they are registered under applicable securities laws or an exemption from registration is available.
11
FOR KENTUCKY RESIDENTS ONLY:
These securities are offered pursuant to a claim of exemption under the Kentucky securities act. The Kentucky securities
administrator neither recommends nor endorses the purchase of any security, nor has the administrator passed upon the accuracy
or adequacy of the information provided herein. Any representation to the contrary is a criminal offense.
FOR LOUISIANA RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the Louisiana securities law, by reason
of specific exemptions thereunder limited availability of the offering. These securities cannot be sold, transferred, or otherwise
disposed of to any person or entity unless they are subsequently registered or an exemption from registration is available. The
investment is suitable if it does not exceed 25% of the investor's net worth.
FOR MAINE RESIDENTS ONLY:
These securities are being sold pursuant' to an exemption from registration with the bank superintendent of the state of Maine under
section 10502(2) (R) of title 32 of the Maine revised statutes. These securities may be deemed restricted securities and as such the
holder may not be able to resell the securities unless pursuant to registration under state or federal securities laws or unless an
exemption under such laws exists.
FOR MARYLAND RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the Maryland securities act, by reason
of specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold, transferred, or
otherwise disposed of to any person or entity unless they are subsequently registered or an exemption from registration is available.
FOR MASSACHUSETTS RESIDENTS ONLY:
These securities have not been registered under the Massachusetts uniform securities act or the securities act of 1933, as
amended, by reason of specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be
sold, transferred or otherwise disposed of to any person or entity unless subsequently registered under the securities act of 1933, as
amended, or the Massachusetts uniform securities act if such registration is required. Under the Massachusetts uniform securities
act, an accredited investor who is a natural person shall not invest more than 25% of his net worth (excluding his principal residence
and its furnishings) but including the net worth of his or her spouse.
FOR MICHIGAN RESIDENTS ONLY:
The securities referred to in this Offering will be sold to, and acquired by, the holder in a transaction exempt under Section
451.803.7 of the Michigan Securities Act. The securities have not been registered under this Act in the State of Michigan. All
investors should be aware that there are certain restrictions as to the transferability and sale of these securities.
FOR MINNESOTA RESIDENTS ONLY:
These securities have not been registered under chapter 80A of the Minnesota securities laws and may not be transferred or
otherwise disposed of except pursuant to registration or an exemption therefrom.
FOR MISSISSIPPI RESIDENTS ONLY:
These securities are offered pursuant to a certificate of registration issued by the secretary of state of Mississippi pursuant to rule
477, which provides a limited registration procedure for certain offerings.
The secretary of state does not recommend or endorse the purchase of any securities, nor does the secretary of state pass upon
the truth, merits, or completeness of any offering memorandum filed with the secretary of state. Any representation to the contrary is
a criminal offense.
FOR MISSOURI RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the Missouri uniform securities act, by
reason of specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold,
12
transferred, or otherwise disposed of to any person or entity unless they are subsequently registered or an exemption from
FOR MONTANA RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the securities act of Montana, by reason
of specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold, transferred, or
FOR NEBRASKA RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the securities act of Nebraska, by
FOR NEVADA RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the Nevada securities act, by reason of
specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold, transferred, or
FOR NEW HAMPSHIRE RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the New Hampshire uniform securities
act, by reason of specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold,
The investment is suitable if it does not exceed 10% of the investor's net worth.
FOR NEW JERSEY RESIDENTS ONLY:
The Attorney General of the State of New Jersey has not passed on or endorsed the merits of this Offering. The filing of an Offering
with the Bureau of Securities does not constitute approval of the issue or the sale thereof by the Bureau of Securities or the
Department of Law and Public Safety of the State of New Jersey. Any representation to the contrary is unlawful.
FOR NEW MEXICO RESIDENTS ONLY:
These securities have not been approved or disapproved by the securities Bureau of the New Mexico Department of Regulation And
Licensing, nor has the securities bureau passed upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
FOR NEW YORK RESIDENTS ONLY:
This Offering Memorandum has not been filed with or reviewed by the Attorney General prior to its issuance and use. The Attorney
General of the State of New York has not passed on or endorsed the merits of this Offering. Any representation to the contrary is
unlawful.
FOR NORTH CAROLINA RESIDENTS ONLY:
In making an investment decision investors must rely on their own examination of the person or entity creating the securities and the
terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state
securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined
the adequacy of this document. Any representation to the contrary is a criminal offense. These securities are subject to the
restrictions on transferability and resale and may not be transferred or resold except as permitted under the securities act of 1933,
as amended, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware
that they will be required to bear the financial risks of this investment for an indefinite period of time.
13
FOR NORTH DAKOTA RESIDENTS ONLY:
These securities have not been approved or disapproved by the securities commissioner of the state of North Dakota nor has the
commissioner passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
FOR OHIO RESIDENTS ONLY:
The units and their component securities are being offered pursuant to an exemption from federal registration under section 4(2) of
the securities act of 1933, as amended, and/or regulation d promulgated thereunder, and pursuant to an exemption from registration
in the state of Ohio under Ohio revised code sections 1707.03(d) and/section 1707.03(q). This offering has not been approved or
disapproved under the Ohio securities act, as amended, or by the Ohio department of commerce, division of securities, nor has the
division passed upon the accuracy or adequacy of this private placement memorandum. Any representation to the contrary is a
criminal offense.
FOR OKLAHOMA RESIDENTS ONLY:
The securities represented by this certificate have not been registered under the securities act of 1933, as amended, or the
Oklahoma securities act. The securities have been acquired for investment and may not be sold or transferred for value in the
absence of an effective registration of them under the securities act of 1933, as amended, and/or the Oklahoma securities act, or an
opinion of counsel satisfactory to, the issuer that such registration is not required under such act or acts.
FOR OREGON RESIDENTS ONLY:
In making an investment decision investors must rely on their own examination of the person or entity creating the securities and the
the adequacy of the document. Any representation to the contrary is a criminal offense.
FOR PENNSYLVANIA RESIDENTS ONLY:
Shares sold to residents of the commonwealth of Pennsylvania can only be transferred in accordance with the provisions of the
Pennsylvania securities act subject to the following conditions:
(1) each Pennsylvania resident who subscribes for shares must execute and deliver to the company the enclosed subscription
agreement whereby the subscriber agrees not to sell such securities purchased by him for a period of twelve (12) months from the
date of purchase thereof: and
(2) each Pennsylvania resident who subscribes for any shares has the right, pursuant to section 207 of the Pennsylvania securities
act, to withdraw his subscription and receive a full refund of all monies paid, within two (2) business days after the execution of the
subscription agreement or payment for such shares has been made, whichever is later. Withdrawal will be without any further
liability to any such person. To accomplish this withdrawal a subscriber need only send a letter or telegram to the company,
indicating his intention to withdraw. Such letter or telegram should be sent and postmarked prior to the end of the aforementioned
second business day. It is prudent to send such letter by certified mail, return receipt requested, to ensure it is received, and to
evidence the time when it was mailed. If a request is made orally (in person or by phone), written confirmation should be requested
that it has been received.
FOR RHODE ISLAND RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the blue sky law of Rhode Island, by
FOR SOUTH CAROLINA RESIDENTS ONLY:
In making an investment decision investors must rely on their own examination of the person or entity creating the securities and
the adequacy of this document. Any representation to the contrary is a criminal offense. These securities are subject to restrictions
on transferability and resale and may not be transferred or resold except as permitted under the securities act of 1933, as amended,
and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be
required to bear the financial risks of this investment for an indefinite period of time.
FOR SOUTH DAKOTA RESIDENTS ONLY:
These securities have not been registered under chapter 47-31 of the South Dakota securities laws and may not be sold,
transferred, or otherwise disposed of for value except pursuant to registration, exemption therefrom, or operation of law. Each South
Dakota resident purchasing one or more whole or fractional units must warrant that he has either (1) a minimum net worth (exclusive
of home, furnishings and automobiles) of $30,000 and a minimum annual gross income of $30,000 or (2) a minimum net worth
(exclusive of home, furnishings and automobiles) of $75,000. Additionally, each investor who is not an accredited investor or who is
an accredited investor solely by reason of his net worth, income or amount of investment, shall not make an investment in the
program in excess of 20% of his net worth (exclusive of home, furnishings and automobiles).
14
FOR TENNESSEE RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the Tennessee securities act of 1980,
by reason of specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold,
FOR TEXAS RESIDENTS ONLY:
The securities have not been registered under the Texas Securities Act or the Securities Act of 1933, as amended, and may not be
transferred or sold except in transactions that are exempt thereunder.
This Offering is intended for the exclusive, confidential use of the Offeree to whom it has been delivered. Neither it nor any of its
contents may be reproduced or further disseminated in any manner pursuant to restrictions imposed by the Texas Securities Act.
Any action contrary to these restrictions may cause the Offeree or the issuer of these securities or both to be in violation of the
Texas Securities Act.
FOR UTAH RESIDENTS ONLY:
The securities that are the subject of this confidential Offering are being issued pursuant to an exemption from the Registration
requirements of the Utah Uniform Securities Act. No subsequent resale or other distribution of such security may be made within the
State of Utah in the absence of an effective Registration Statement respecting these securities or an exemption therefrom.
FOR VERMONT RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the Vermont securities act, by reason of
specific exemptions thereunder relating to the limited availability of the offering. These securities cannot be sold, transferred, or
FOR VIRGINIA RESIDENTS ONLY:
The securities are issued in reliance upon the exemptions from registration set forth under the Uniform Limited Offering Exemption,
Rule 503 of the Virginia Securities Act, and they cannot be sold or transferred except in a transaction that is exempt under the Act or
pursuant to an effective registration thereunder or otherwise in compliance with such Act.
FOR WASHINGTON RESIDENTS ONLY:
The securities offered hereby have not been registered under the securities act, the Washington administrator of securities has not
reviewed or recommended this offering or this memorandum, and the securities offered hereby have not been registered under the
securities act of Washington, chapter 21.20 rcw, as amended, and therefore, cannot be resold unless they are registered under the
securities act and the securities act of Washington chapter 21.20 rcw or unless an exemption from registration is available.
FOR WEST VIRGINIA RESIDENTS ONLY:
These securities are offered pursuant to a claim of exemption under the uniform securities act. A registration statement relating
these securities has not been filed with the West Virginia securities commissioner. The commissioner does not recommend nor
endorse the purchase of any securities, nor does it pass upon the accuracy or completeness of this private placement
memorandum. Any representation to the contrary is a criminal offense.
FOR WISCONSIN RESIDENTS ONLY:
These securities have not been registered under the securities act of 1933, as amended, or the Wisconsin uniform securities law, by
FOR WYOMING RESIDENTS ONLY:
Purchasers must have either (i) a net worth of at least $250,000. Or (ii) invest no more than 20% of their net income. In making all
such calculations subscriptions must exclude from the calculation of such net worth the fair market value of their homes, furnishings
and automobiles.
FOR RESIDENTS OF ALL STATES the securities offered hereby have not been registered under the securities act of 1933, as
amended, or the securities laws of certain states and are being offered and sold in reliance on exemptions from the registration
requirements of said act and such laws. The shares of common stock are subject in various states to restrictions on transferability
15
and resale and may not be transferred or resold except as permitted under said act and such laws pursuant to registration or
exemption therefrom. The shares have not been approved or disapproved by the securities and exchange commission, any state
securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of
this offering or the accuracy or adequacy of the offering. Any representation to the contrary is unlawful.
16
OTHER CONDITIONS
THIRD-PARTY INFORMATION
SOME OR ALL IF THE INFORMATION AND DATA PRESENTED IN THIS MEMORANDUM HAS BEEN OBTAINED FROM THIRD
PARTIES AND MAY NOT HAVE BEEN THE SUBJECT OF AN INDEPENDENT VERIFICATION OR SUBSTANTIATION BY THE
LLC OR ITS REPRESENTATIVES; HOWEVER, THE LLC HAS NO REASON TO BELIEVE THAT ANY INFORMATION OR DATA
CONTAINED HEREIN IS INCORRECT OR OTHERWISE MISLEADING AND THE LLC WILL REASONABLY VERIFY
INFORMATION BEFORE COMPLETING THE INVESTMENT DESCRIBED HEREIN.
MODIFICATION
THE LLC RESERVES THE RIGHT TO CANCEL THIS OFFERING, TO REJECT SUBSCRIPTIONS FOR UNITS IN WHOLE OR IN
PART, TO WAIVE CONDITIONS TO THE PURCHASE OF UNITS.
NASAA LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE
TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
NO UNDERWRITER
7+(6$/(2)7+(81,76,6127%(,1*81'(5:5,77(17+(81,76$5(2))(5('21$³%(67())2576´%$6,6%<
THE MANAGING MEMBERS OF REACTOR LAND DEVELOPMENT INVESTORS, LLC WITHOUT COMPENSATION AND ON A
³%(67())2576$//25121(´%$6,6)257+(0,1,0802))(5,1*$1'$³%(67())2576´%$6,6)257+(0$;,080
OFFERING THROUGH STARLIGHT CAPITAL, AN NASD REGISTERED BROKER-DEALER, WHICH ENTERED INTO A
PARTICIPATING BROKER-DEALER AGREEMENTS WITH THE LLC. ACCORDINGLY, THERE IS NO ASSURANCE THAT THE
LLC, OR ANY NASD BROKER-DEALER, WILL SELL THE MAXIMUM UNITS OFFERED OR ANY LESSER AMOUNT.
____________________________________________________________________________________
NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM SHALL BE EMPLOYED IN THE OFFERING OF THE
UNITS, EXCEPT THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM. NO PERSON, EXCEPT THE LLC OR
ITS AGENTS, HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR TO GIVE ANY INFORMATION, WITH RESPECT
TO THE OFFERING OF THE UNITS OR THE PROPOSED ACTIVITIES OF THE LLC, EXCEPT THE INFORMATION CONTAINED
IN THIS OFFERING MEMORANDUM, WHICH MIGHT BE INCOMPLETE.
____________________________________________________________________________________
Prospective Offerees are not to construe the contents of this Offering as legal or business advice. Offerees should consult their own
attorneys or business advisors as to legal, business and related matters concerning this investment. Any person receiving this
Offering is invited to question representatives of the LLC concerning the terms and conditions of this Offering and aspects of the
LLC's proposed business. The LLC will provide additional information and documents, if available, upon request.
Offerees having questions or desiring additional information should call the following persons:
Don Gillispie ± (208) 939-9311

911 E. Winding Creek Dr., Suite 150
Eagle, ID 83616
don@aehipower.com
Each Offeree must complete and execute a Subscription Agreement, confirming an ability to afford the risk of an investment in the
LLC's securities and an understanding of the speculative nature of this Offering and the restrictions on transfer of any Units acquired
hereunder.
17
TERMINATION OF OFFERING
This offer can be withdrawn at any time before closing and is specifically made subject to the conditions described in this Offering
Memorandum. In connection with the offer and sale of the Units, the LLC reserves any and all rights, for such reasons as it in good
faith may find reasonable, to reject any subscription in whole or in part, or to allot to any prospective Offeree less than the full Units
subscribed for by such Offeree.
The right to subscribe for the Units offered hereby will expire at 5:00 p.m., Mountain Standard Time, on December 31, 2010, or
when the maximum Offering has been achieved, or at an earlier time at the LLC's sole discretion.
INVESTOR QUALIFICATIONS
Investors must satisfy certain qualifications or suitability standards in order to be allowed to purchase Units offered hereby including
TXDOLILFDWLRQDV³DFFUHGLWHGLQYHVWRUV´DVVXFKWHUPLVGHILQHGXQGHU5XOHDRI5HJXODWLRQ'XQGHUWKH6HFXULWLHV$FWRI 1933,
DV DPHQGHG WKH ³6HFXULWLHV $FW´. These standards are imposed because the purchase of Units involves certain risk factors
including potential adverse tax consequences, lack of liquidity of the investment, and possible loss of the investment. In addition, the
Offering of Units hereby is made in reliance upon Offering exemptions from federal and state securities requirements which
exemptions may prescribe certain standards for investors, except where it may be registered or otherwise qualify. In addition, the
LLC requires the following:
1. The LLC, and any person acting on its behalf, establishes reasonable grounds to believe, and after making reasonable
inquiry, believes that the following conditions are satisfied:
a) The investment is suitable for the purchaser upon the basis of the facts, if any, disclosed by the Purchaser as to his
or her other security holdings and as to his or her financial condition and needs. For the purpose of this condition
only, it may be presumed that if the investment does not exceed 10% of the Investor's net worth, it is suitable.
b) The Purchaser, either alone or with his or her Purchaser Representative, has such knowledge and experience in
financial and business matters that he or she is capable of evaluating the merits and risks of the prospective
investments.
2. The Investor's intention is to acquire the Units for investment purposes only, and the investor does not anticipate that he or
she will be required to sell his/her Units in the foreseeable future and is able to bear the economic risk of an investment in the
LLC, including a complete loss of the entire investment: and
3. The Investor satisfies any other suitability standards required by the state in which he/she resides in order for the Offering
made hereby to qualify for applicable Offering exemptions.
4. The Investor provides evidence that he or she has such knowledge or experience in financial or business matters that he or
she is capable of evaluating the merits and risks of the prospective investments, or has a Purchaser Representative who has
the qualifications to evaluate the merits of this Offering and advise the prospective Investor competently.
The LLC requires that each Investor complete and execute the Subscription Agreement, and Confidential Investor Questionnaire in
order to ensure that each Investor satisfies the above described suitability standards.
The suitability standards described above may also apply to subsequent transferees of Units and such transferees may be required
to furnish the LLC with written representations substantially similar to those described above.
THE SUITABILITY STANDARDS DESCRIBED ABOVE REPRESENT MINIMUM SUITABILITY REQUIREMENTS FOR
PROSPECTIVE INVESTORS AND THE SATISFACTION OF SUCH STANDARDS DOES NOT NECESSARILY MEAN THAT THE
UNITS ARE A SUITABLE INVESTMENT FOR SUCH INVESTOR.
Further, an Investor is informed that in determining the numbers of Investors (accredited purchasers vs. non-accredited purchasers)
certain additional standards and tests must be met which are set forth in full in the Subscription Agreement which is a part of this
Memorandum.
18
OFFERING SUMMARY
You should read the following summary together with the more detailed information regarding us including the discussion
and analysis of our financial condition and results of operation along with the audited and unaudited financial statements and notes
appearing elsewhere in this Memorandum. An investment in the Units involves a high degree of risk and you should carefully
FRQVLGHU WKH LQIRUPDWLRQ VHW IRUWK XQGHU WKH KHDGLQJ ³Risk Factors´ FRQWDLQHG LQ WKLV 0HPRUDQGXP EHIRUH PDNLQJ VXFK DQ
investment. This Memorandum includes, or incorporates by reference, forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that are
intended to be covered by the safe harbors created thereby. These forward-looking statements include, but are not limited to,
statements regarding our future plans, strategies and product development. Without OLPLWLQJ WKH IRUJRLQJ WKH ZRUGV ³EHOLHYHV´
³DQWLFLSDWHV´³SODQV´³H[SHFWV´³PD\´³ZLOO´³LQWHQGV´³HVWLPDWHV´DQGVLPLODUH[SUHVVLRQVDUHLQWHQGHGWRLGHQWLI\IRrward-looking
statements. These forward-looking statements involve risks and uncertainties, and our actual results could differ materially from
WKRVHVHWIRUWKXQGHU³5LVN)DFWRUV´DQGHOVHZKHUHLQWKLV0HPRUDQGXPProspective investors are cautioned NOT to rely upon any
forward-looking statements, which may be contained in this Memorandum, the exhibits attached hereto, or in any supplemental
material made available or inspected.
)DFWRUV WKDW FRXOG FDXVH RU FRQWULEXWH WR VXFK GLIIHUHQFHV LQFOXGH EXW DUH QRW OLPLWHG WR WKRVH GLVFXVVHG XQGHU ³Risk
FactorsÉHJLQQLQJon page 20, as well as those discussed elsewhere in this Memorandum and the documents referenced herein.
Although we believe that the assumptions underlying the forward-looking statements herein are reasonable, any of our assumptions
could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements
ZLOOEHUHDOL]HG,QDGGLWLRQDVGLVFORVHGXQGHU³Risk Factors´RXUEXVLQHVVDQGRSHUDWLRQVDUHVXEMHFWWRVXEVWDQWLDOULVNVLQFOXGLQJ
but are not limited to, the following: risks of acquiring the Real property on terms and conditions acceptable to the LLC; risks
associated with the investment in any real estate opportunity; risks associated with the condition of the real estate market in the
future for such assets as may be owned by the LLC; risks associated with sale of the Project on terms and conditions acceptable to
the LLC; changes in the local and national economies; local and global uncertainties created by the terrorist acts of September 11,
2001 and the current war against terrorism; and other risks inherent in and associated with doing business in the United States.
The LLC
5HDFWRU/DQG'HYHORSPHQW//&³5/'´ RU³//&´ ZDVIRUPHGRQ6HSWHPEHU,WLVD'HODZDUHOLPLWHGOLDELOLW\FRPSDQ\
organized for the purpose of acquiring land and water rights, permits and licenses, development, rights and such other property and
services necessary to develop an energy complex in Idaho including one or more nuclear reactors.
This Memorandum relates to a plan to acquire and develop property in Idaho for construction of a nuclear reactor, hereinafter
UHIHUUHG WR DV WKH ³3URMHFW´ The LLC is raising up to $100,000,000 by this limited Offering through the issuance of up to 400
membership Units each priced at $250,000 per Unit. This money will be used to for developing, a proposed energy complex in
Idaho. Detailed information about WKH3URMHFWLVSUHVHQWHGEHORZXQGHUWKHVHFWLRQHQWLWOHG³3URMHFW´
The Manager
5HDFWRU/DQG'HYHORSPHQW//&LVPDQDJHGE\,GDKR(QHUJ\&RPSOH[&RUSRUDWLRQ³,(&´DZKROO\RZQHGVXEVLGLDU\RI$OWHUQDWH
Energy Holdings, Inc. whose office is headquartered at 911 E. Winding Creek Drive, Ste. 150, Eagle, ID 83616. The LLC's
telephone number is 208-939-9311.
The Offering (NOTE: There is no minimum offering)
Units Outstanding: 1
Maximum Units Offered 400
Price per Unit offered: $250,000
Investor Profit: 80%
Use of Proceeds: See page 30
Risk Factors: 7KH8QLWVRIIHUHGKHUHE\LQYROYHDKLJKGHJUHHRIULVN6HH³5LVN)DFWRUV´RQSDJH20 and following.
Listing: None ± Private LLC
Net Proceeds and Use of Proceeds See ³8VHRI3URFHHGV3DJH30´

Net proceeds are intended to be applied over the next 24 months for land, water, and permit acquisition for a nuclear power plant as
further described in section on Business summary
19
RISK FACTORS
An investment in the Units offered hereby involves a high degree of risk and is suitable only for financially sophisticated persons
who have sufficient knowledge and experience in financial and business matters that such person is capable of evaluating, alone or
together with such pHUVRQ¶V SXUFKDVHU UHSUHVHQWDWLYH WKH PHULWV DQG ULVNV RI DQ LQYHVWPHQW LQ WKH 8QLWV FDQ DIIRUG WR ORVH WKHLU
entire investment, and have no need for liquidity in their investments. In addition to the other information contained in this
Memorandum, prospeFWLYH,QYHVWRUVVKRXOGFDUHIXOO\FRQVLGHUWKHIROORZLQJ5LVN)DFWRUVZKLFKFDQDIIHFWWKH//&¶VFXUUHQWSRVLWLRQ
and future prospects before subscribing for the Units offered hereby. The following risk factors are not all inclusive, and many risks
which we will face may not be determinable at this time. If any of the following risks actually occur, our business, results of
operations and financial condition could be materially, adversely affected. These factors should be reviewed with professional
investment and legal advisors.
GENERAL BUSINESS RISK FACTORS
DEVELOPMENT STAGE BUSINESS
Reactor Land Development, LLC is organized as a Limited Liability Company under the laws of the State of Delaware. Accordingly,
the LLC has only a limited history upon which DQ HYDOXDWLRQ RI LWV SURVSHFWV DQG IXWXUH SHUIRUPDQFH FDQ EH PDGH 7KH //&¶V
SURSRVHGRSHUDWLRQVDUHVXEMHFWWRDOOEXVLQHVVULVNVDVVRFLDWHGZLWKQHZHQWHUSULVHV7KHOLNHOLKRRGRIWKH//&¶VVXFFHVVPXst be
considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the
expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a
corresponding customer base. There is a possibility that the LLC could sustain losses in the future. There can be no assurances that
the LLC will even operate profitably.
DEPENDENCE ON MANAGEMENT
,QWKHHDUO\VWDJHVRIGHYHORSPHQWWKH//&¶VEXVLQHVVZLOOEHVLJQLILFDQWO\GHSHQGHQWRQWKH//&¶VPDQDJHPHQWWHDPZKLFKis one
of the most H[SHULHQFHG QXFOHDU PDQDJHPHQW WHDPV LQ WKH ZRUOG 7KH //&¶V VXFFHVV ZLOO EH SDUWLFXODUO\ GHSHQGHQW XSRQ $(+,
CEO Don Gillispie. Don will rely on the active support of his leadership team: Greg Kane, Leon Eliason, Jennifer Ransom, Ken
Strahm, Sr., Rick Bucci, Ralph Beedle, Mike Sellman and John Franz. The loss of any one of these individuals could have a material
adverse effect on the LLC. See "MANAGEMENT" section.
MANAGEMENT DISCRETION AS TO USE OF PROCEEDS
7KHQHWSURFHHGVIURPWKLV2IIHULQJZLOOEHXVHGIRUWKHSXUSRVHVGHVFULEHGXQGHU³8VHRI3URFHHGV´7KH//&UHVHUYHVWKHULght to
use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best
interests of the LLC and its Members in order to address changed circumstances or opportunities but only within and for the
business purposes set forth in the Operating Agreement. As a result of the foregoing, the success of the LLC will be substantially
dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this
Offering. Investors for the 8QLWVRIIHUHGKHUHE\ZLOOEHHQWUXVWLQJWKHLUIXQGVWRWKH//&¶V0DQDJHPHQWXSRQZKRVHMXGJPHQWDQG
discretion the investors must depend.
CONFLICTS OF INTEREST
Certain conflicts of interest may exist between the LLC and its Manager. It may have other business interests to which it devotes its
attention, and may be expected to continue to do so although management time should be devoted to the business of the LLC. As a
result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary
duties to the LLC by Manager.
DEPENDENCE UPON MANAGEMENT -- LIMITED PARTICIPATION OF MANAGEMENT
The LLC currently has a corporation, Idaho Energy Complex Corporation, a wholly owned subsidiary of Alternate Energy Holdings,
,QFZKLFKLVVHUYLQJDVLWV0DQDJHU7KH//&ZLOOEHKHDYLO\GHSHQGHQWXSRQ,GDKR(QHUJ\&RPSOH[&RUSRUDWLRQ¶VPDQDJHPHQW
skills, talents, and abilities, as well as contractors for and consultants to the LLC, to implement its business plan, and may, from time
to time, find that the inability of the Manager, contractors and consultants to devote their full time attention to the business of the
//&UHVXOWVLQDGHOD\LQSURJUHVVWRZDUGLPSOHPHQWLQJLWVEXVLQHVVSODQ6HH³0DQDJHUV´
DEPENDENCE UPON OUTSIDE CONTRACTORS OR ADVISORS
To supplement the business experience of its officers and directors, the LLC may be required to employ contractors, accountants,
technical experts, appraisers, attorneys, or other consultants or advisors. The L/&¶V0DQDJHPHQWZLWKRXWDQ\LQSXWIURP0HPEHUV
ZLOOPDNHWKHVHOHFWLRQRIDQ\VXFKDGYLVRUV)XUWKHUPRUHLWLVDQWLFLSDWHGWKDWVXFKSHUVRQVPD\EHHQJDJHGRQDQ³DVQHHGHG´
basis without a continuing fiduciary or other obligation to the LLC. In the event the Manager of the LLC considers it necessary to hire
outside contractors or advisors, he may elect to hire persons who are affiliates, if they are able to provide the required services.
20
NOTE, THE MANAGER (AEHI) HAS INVESTED $12 MILLION THUS FAR FROM 0$1$*(0(17¶6&2))(56$1',17(1'6
TO INVEST FURTHER MONIES AS DEEMED NECESSARY INTO THE PROJECT.
There is an increased risk to investors because the Manager has a built in conflict of interest due to its ownership of a profits interest
in the LLC and the proposed success of nuclear power project and Manager may not make decisions for the Limited Liability
Company solely from the perspective of what is in the best interest of the investors
RISKS OF BORROWING
If the LLC incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such
LQGHEWHGQHVV 7\SLFDO ORDQ DJUHHPHQWV DOVR PLJKW FRQWDLQ UHVWULFWLYH FRYHQDQWV ZKLFK PD\ LPSDLU WKH //&¶V RSHUDWLQJ IOH[LELOity.
Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial
covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a
judgment in favor of such lender which would be senior to the rights of members of the LLC. A judgment creditor would have the
ULJKW WR IRUHFORVH RQ DQ\ RI WKH //&¶V DVVHWV UHVXOWLQJ LQ D PDWHULDO DGYHUVH HIIHFW RQ WKH //&¶V EXVLQHVV RSHUDWLQJ UHVXOWV or
financial condition.
TYPE OF OWNERSHIP
The LLC is offering for sale Units consisting of Interests in the LLC.
RISK OF NEW VENTURE
The LLC and Manager are start-up development businesses. Neither the LLC nor the Manager has any history of operations or
history of earnings. As a new development the Manager will be subject to all of the difficulties associated with establishing a new
business enterprise, including the following: hiring and retaining skilled employees or contractors; licensing, permitting, and
operating problems; competing with established operators; and unanticipated Site conditions or structural or engineering problems
with the improvements.
LOAN UNCERTAINTY
The Manager may need to obtain a loan to fund any amounts not funded by subscriptions herein. The ability of the Manager to
obtain future financing, and the terms of such financing, has not yet been established. The Manager does not have any loan
commitments. Interest rates and other terms may also adversely change.
RELIABILITY OF MARKET DATA
The LLC and the Manager may have based the market data and certain other information in this Memorandum on information
supplied by governmental agencies, various public announcements, filings related to other developments and similar projects in the
area, and other third party sources. We have also relied on other sources that we believe to be reliable. The LLC has not
independently verified any market information, announcements or filings and it is possible that they may not be accurate in all
material respects. Accordingly, you should not rely too greatly on such data when making your investment decisions and should
keep in mind that market conditions may change at any time for a variety of reasons.
GENERAL ECONOMIC CONDITIONS
The financial success of the LLC may be sensitive to adverse changes in general economic conditions in the United States and the
Western US, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the
marketplace for the development of nuclear sites whLFKLV//&¶VEXVLQHVV0DQDJHPHQWEHOLHYHs that the site developed by the LLC
will maintain value long term. Nevertheless, Reactor Land Development, LLC has no control over these changes.
MARKETS
Real estate markets are unpredictable and subject to significant cycles due to other world market and real influences, and there is
no assurance that a down time in the market will not adversely affect the LLC.
FACTORS BEYOND CONTROL OF LLC
Projects for the acquisition and development of real estate are suEMHFWWRPDQ\IDFWRUVZKLFKDUHRXWVLGHWKH//&¶VFRQWURO7KHVH
factors include general economic conditions, proximities to utilities and transportation, shortages of labor and materials and skilled
craftsmen and price of materials and competitive products and the regulation by federal and state governmental authorities.
NEED FOR ADDITIONAL FINANCING
The LLC, if only the minimum Offering is achieved, will have very limited funds, and such funds will not be adequate to carry out the
business plan without borrowing significant funds. The ultimate success of the LLC may depend upon its ability to raise additional
capital. The LLC has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will
not do so until it determines a need for additional financing. If additional capital is needed, there is no assurance that funds will be
available from any source or, if available, that they can be obtained on terms acceptable to the LLC. If not available, the L/&¶s
operations will be limited to those that can be financed with its modest capital.
21
LACK OF REVENUE HISTORY
The LLC was formed for the purpose of developing a proposed nuclear biofuels complex in Idaho. The LLC has never had any
revenues. The LLC is not profitable and the business effort is considered to be in an early development stage. The LLC must be
regarded as a new or development venture with all of the unforeseen costs, expenses, problems, risks and difficulties to which such
ventures are subject.
NO ASSURANCE OF SUCCESS OR PROFITABILITY.
There is no assurance that the LLC will ever operate profitably. There is no assurance that it will generate revenues or profits, or
WKDWWKHYDOXHRIWKH//&¶V8QLWVZLOOEHLQFUHDVHGWKHUHE\
LACK OF DIVERSIFICATION
Because of the limited financial resources that the LLC has and due to the nature of the Project, the LLC will not be able to diversify
LWV RSHUDWLRQV 7KH //&¶V LQDELOLW\ WR GLYHUVLI\ LWV DFWLYLWLHV LQWR PRUH WKDQ RQH DUHD ZLOO VXEMHFW WKH LLC to economic fluctuations
ZLWKLQWKHQXFOHDULQGXVWU\DQGWKHUHIRUHLQFUHDVHWKHULVNVDVVRFLDWHGZLWKWKH//&¶VRSHUDWLRQV
IF THE LLC BORROWS MONEY USING THE LLC PROPERTY AS COLLATERAL, THE INVESTORS COULD LOSE ALL OF
THEIR INVESTMENT, IF THE PROPERTY WERE TO BE FORECLOSED.
If the Maximum Offering is achieved, the Manager is proposing to pay $5 million cash for the Real Property plus the costs of water
rights engineering, demolition of existing structures, architectural design and drawings and other miscellaneous development and
permitting costs, estimated to be over $50 PLOOLRQ,IOHVVWKDQWKH0D[LPXP2IIHULQJLVDFKLHYHGZLWKWKH0DQDJHU¶VDSSURYDOWKH
LLC may borrow the balance of the budget pledging the Real Property as collateral. The terms of the loan and the payments
required to be made under the loan documents will reduce the return that the LLC may otherwise generate if the Maximum Offering
was achieved and no borrowing was needed by the LLC. Should the LLC fail to satisfy the terms of any loan, the Real Property
pledged to secure such loan may be at risk to foreclosure or other similar process to satisfy the amount borrowed for the loan.
INVESTORS ARE AT A RISK IN THAT THERE IS NO ASSURANCE THAT THE AMOUNT REALIZED BY THE LLC FROM THE
SALE OF THE REAL PROPERTY WILL EQUAL OR EXCEED THE AMOUNT OF CAPITAL INVESTED IN THE LLC BY THE
INVESTORS.
Due to the many risk factors discussed in this risk factor section, there can be no assurance that amount realized from the sale of
the Real Property as proposed to be developed will exceed the amount of capital invested in the LLC. The many factors and risks
discussed above may dictate the success or failure of development of the Real Property.
THE INVESTOR IS AT RISK BECAUSE THE DETERMINATION OF THE VALUE OF THE SUBJECT PROPERTY WHEN
PERMITTED FOR DEVELOPMENT IS SUBJECT TO MANY FACTORS AND COSTS AND THERE IS NO ASSURANCE THAT
THE VALUE DETERMINED BY APPRAISERS WILL BE REALIZABLE BY THE LIMITED LIABILITY COMPANY IN A SALE.
Value of the Real Property can be affected by many factors which may occur concurrent with or immediately after an appraisal.
$SSUDLVDOVDUHJHQHUDOO\RIDQDWXUHWREHEDVHGRQD³ORRNEDFNÍRUDSHULRGRIVL[PRQWKVWRRQH\HDUDQGFDQQRWZLWKFHrtainty,
predict future events nor guarantee a sales price or that a sale will be achieved at any price.
PROJECT SPECIFIC RISK FACTORS
Prelude: Management expects it is unlikely the LLC will be the owner or operator of any reactor to be built at the Site. The //&¶V
purpose is to develop a site that will be suitable for the construction and operation of a reactor, which will require $10 billion in
investment, and employment or hundreds of skilled people and an operating budget of hundreds of millions per year. Management
believes that it is likely that any reactor at the Site will be owned and operated by a consortium or joint venture that would include
nuclear reactor suppliers (e.g. Westinghouse) and reactor customers (i.e. electric utilities) with the LLC and AEHI participating as
the Site and project developers. Management believes the business is not, therefore, directly subject to the usual risks of operating
a nuclear reactor. There are, however, a number of risks specific to the business of developing a nuclear site as follows:
DEVELOPMENT OF THE SITE IS SUBJECT TO MANY RISK FACTORS THAT ARE EXAMINED IN THE NRC PERMITTING
PROCESS
The LLC is subject to the general risks facing the nuclear industry. Because the industry is closely regulated, the LLC will be
required to obtain, and to comply with, federal, state and local government permits and approvals, particularly from the Nuclear
Regulatory Commission (NRC). Any of these permits or approvals may be subject to denial, revocation or modification under
various circumstances. Failure to obtain or comply with the conditions of permits or approvals may adversely affect the business and
22
may subject it to penalties and other sanctions. Although existing licenses are routinely renewed by the NRC, and state regulators,
renewal could be denied or jeopardized by various factors, including:
x Risk of natural disasters, such as earthquakes, floods, volcano eruption, hurricanes

x Risk of wars, insurrection, revolutions; acts of terrorism
x Risk of inability to obtain or comply with state and local permits
x Risk of inadequate multiple point access to the Site
x Risk of inadequate financial assurances to provide for end of life decommissioning and decontamination of the Site
x Risk of inability to obtain adequate connection to the transmission grid, which has economic as well as safety
implications
x Risk of inability to assure adHTXDWHZDWHUVXSSOLHVIRUVWHDPDQGFRROLQJEHFDXVHWKH//&¶VZDWHUULJKWVFRXOGEH
lost because of government action, extreme drought conditions, or competing economic demands for the water
x Risk of Environmental Objections
x Risk of substantial changes in Governmental Regulations due to changes in national government; i.e. political risks.
NUCLEAR REAL PROPERTY OWNERSHIP AND DEVELOPMENT IS SUBJECT TO SUBSTANTIAL ADDITIONAL RISKS
OVER CONVENTIONAL DEVELOPMENT
For nuclear projects, the risk of conventional real property development is heightened because the systems for processing
development Project approvals can be slow, bureaucratic, and may not be as developed or scheduled or accountable as those for
more conventional projects. There can be substantial political influence asserted against development project approval without the
knowledge of who is behind the opposition, and without effective accountability to the process. Nuclear projects are also subject to
compliance with international safety and nuclear non-proliferation regimes.
UNFORESEEN TECHNICAL OR ENVIRONMENTAL FACTORS COULD PRECLUDE USE OF THE SITE FOR POWER
GENERATION
Preliminary Site analysis by ENERCON indicates no reason why the Site cannot be developed and no reason why the NRC
licensing criteria cannot be met. There is a risk that in the licensing process, further investigation and analysis could discover facts
that would preclude development of the Site as planned such as unknown and unfavorable geological conditions on Site or
endangered species habitat.
RISK OF UNFORESEEN CHANGES IN STATE OR LOCAL LAW, OR GOVERNMENT POLICY, E.G. A BAN ON NUCLEAR OR
POWER PLANT CONSTRUCTION
Real Property development investments always carry regulatory risk. Local governments can adopt capricious and arbitrary and
expensive rules for which there is no effective appeal or remedy which can make a development impractical or unprofitable. The
Project will proceed only if State and local governments issue necessary permits. Management believes these permits can be
obtained, but existing laws and permit standards may change, and necessary permits may not be available. There can be political
instability that causes projects in design or development to become unfeasible, or that make the local unattractive to would be
purchasers. For example, local governments could place restrictive conditions on the Site in permits; impose substantial new taxes
or development fees; or introduce a moratorium on buildings or developments.
DELAYS ATTRIBUTABLE TO SPECIAL INTEREST INTERVENERS IN LICENSING PROCEEDINGS
,Q WKH ¶V DQG ¶V VSHFLDO LQWHUHVW JURXSV RSSRVHG WR QXFOHDU SODQW FRQVWUXFWLRQ LQWHUYHQHG LQ IHGHUDO DQG VWDWH OLFHQsing
proceedings. They were sometimes joined by community groups, state and local governmental agencies. While these opponents
were rarely successful on the merits, the interventions produced delays and regulatory changes that adversely affected the
economics of capital-intensive nuclear construction and led to the cancellation of several projects. Management is already
proactively engaged with government and interest groups in Idaho to manage this risk.
DELAYS ATTRIBUTABLE TO QUEUING AT THE NRC WITH OTHER APPLICATIONS AHEAD IN THE LICENSING PROCESS
The NRC has had virtually no new reactor licensing activity in the last 25 years. Now there are proposals for as many as 30-35 new
reactors. If these are all filed in the next 3-5 years, the NRC may be overwhelmed. Meritorious applicants may have to wait their
turn, with potential adverse impacts on schedule and Project economics.
INABILITY TO RAISE EQUITY CAPITAL SUFFICIENT TO TAKE THE PROJECT THROUGH THE LICENSING PROCESS
Management estimates that that cost of obtaining licenses and permits needed for the Project will total $40 million. Delays and
unforeseen technical issues could raise the cost of that process, and additional capital may be required to complete it. The
additional investment and the delay would reduce investor returns even if all needed permits are eventually issued.
23
DELAYS MAY KEEP THE PROJECT FROM QUALIFYING FOR INCENTIVES UNDER THE ENERGY POLICY ACT OF 2005
Under the Energy Policy Act of 2005, Congress has provided production tax credits, loan guarantees, and regulatory risk insurance
for the first few new nuclear plants. The Project has a chance to qualify for these, but if the Project is delayed, or the schedule for
other planned nuclear plants accelerates, the opportunity to get the incentives may be lost.
WEATHER INTERRUPTIONS
Activities of the LLC may be subject to periodic interruptions due to weather conditions. Weather-imposed restrictions during certain
times of the year on roads accessing properties could adversely affect the ability of the LLC to develop such properties or could
increase the costs of construction because of delays.
POTENTIAL USE OF THE SITE FOR AN ALTERNATIVE ENERGY PLANT
Even if circumstances prevented development of the Site for a nuclear plant, management believes it could still be used for an alternative energy
generation green plant. However, it may difficult to realize a favorable return from the Site with this alternative strategy.
RISK FACTORS RELATING TO OFFERING
HIGHLY SPECULATIVE NATURE OF INVESTMENT
Due to the highly speculative nature of the LLC's business, Investors should not invest unless they can financially bear the loss of
their entire investment. Investment should, therefore, be limited to that portion of discretionary funds not needed for normal living
purposes or for reserves for disability and retirement.
REPORTING INFORMATION
The LLC is not subject to the reporting requirements under the Securities and Exchange Act of 1934. As a result, Interest Holders
will not have ready access to the information required to be reported by publicly held companies under the Securities and Exchange
Act and the regulations thereunder. The LLC intends to provide its Interest Holders with semiannual reports containing financial
information prepared in accordance with generally accepted accounting principles (unaudited).
PRIVATE OFFERING EXEMPTION: THE UNITS OFFERED ARE NOT REGISTERED.
The Units are being offered to prospective investors under the private offering exemptions from registration available under the
Securities Act of 1933 and the laws of the states in which the Units will be sold. If the LLC should fail to comply with the
requirements of these exemptions, investors in this Offering may have the right to rescind their purchases if they so desire. Since
compliance with the exemption rules is highly technical, it is possible that if an Interest Holder seeks rescission he may succeed. If
rescission was available and a number of Interest Holders were to successfully seek rescission, the LLC would face severe financial
demands that could have a materially adverse effect on the LLC and the non-rescinding Interest Holders.
The Units offered hereby will not be registered under the Securities Act of 1933 or under the securities laws of any state or other
jurisdiction. As a result, such securities cannot be transferred without registration under the Act or, if applicable, the securities laws
of any state or other jurisdiction unless such registration is not then required because of an applicable exemption therefrom.
Compliance with the criteria for securing exemptions under the Act and the securities laws of various states are extremely complex,
especially in respect to those exemptions affording flexibility and the elimination of trading restrictions in respect to securities
received in exempt transactions and subsequently disposed of without registration under the Act or state securities laws. The Units
should not be considered to be liquid.
LONG TERM NATURE OF INVESTMENT OFFERING
An investment in the Units may be long term and illiquid. As discussed above, the offer and sale of the Units will not be registered
under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration, which depends in
part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing
the Units for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers
of Units must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that
investors will not be able to liquidate their investment in the event of an emergency.
LONG TERM NATURE OF INVESTMENT: RESTRICTED UNITS
Investors should be aware of the long-term nature of an investment in the LLC. Each investor will be required to represent that the
securities purchased are for their own account, for investment purposes only and not with a view towards resale or distribution. The
securities offered hereby may not be negotiated, assigned, or transferred without an opinion of counsel acceptable to the LLC that
transfer may be made without registration under the securities laws of the United States and applicable state laws. The securities
offered hereby are restricted securities under the applicable securities laws of the United States and of the various states unless an
exemption from registration is available. Therefore, the securities offered hereby may have to be held for an indefinite period of time.
Investors who do not wish or who are not financially able to remain as investors for a substantial and indefinite period of time are
advised against investment in the Units offered hereby.
24
OFFERING PRICE
The LLC has arbitrarily determined the Offering Price of the Units. Among other factors considered in such determination were
estimates of business potential for the LLC, the LLC's financial condition, an assessment of the LLC's management and the general
condition of the securities and overall market at the time of this Offering. However, such price does not bear any relationship to the
assets, income, or net worth of the LLC.
The Offering Price should not be considered an indication of the actual value of the Units. Such price is subject to change as a result
of market conditions and other factors, and no assurance can be given that the Units can ever be resold at the Offering Price, if at
all.
LIMITED LIQUIDITY CASH FLOWS AND CAPITAL RESOURCES
The LLC has no liquid assets at April 30, 2010, and will be reliant upon this Offering to fund any kind of operations. The only capital
resources of the LLC are Capital Contributions received for subscriptions of its Units.
The monies raised by the Offering may not be sufficient for the continued proposed operations of the LLC. There is no assurance
that additLRQDOPRQLHV RUILQDQFLQJ ZLOO EH DYDLODEOH LQ WKHIXWXUH RU LI DYDLODEOH ZLOO EH DW WHUPV IDYRUDEOH WR WKH //& 6HH ³//&
%XVLQHVV6XPPDU\´
The LLC may borrow money to finance its future operations, although it does not currently contemplate doing so. Any such
borrowing will increase the risk of loss to the investor in the event the LLC is unsuccessful in repaying such loans.
The LLC has achieved no cash flows to date, and management foresees limited cash flows until the property is sold, leased, or the
LLC is merged into an entity that will finance, own and operate reactors at the Site.
NO MARKET FOR THE SECURITIES OFFERING
There is no current market for the securities of the LLC and none is expected to develop in the future given the nature of the LLC
and the Manager and the Operating Agreement limits the transferability of units.
COMPLIANCE WITH SECURITIES LAWS OFFERING RESTRICTIONS
The Units are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act,
applicable Delaware Securities Laws, and other applicable state securities laws. If the sale of Units were to fail to qualify for these
exemptions, purchasers may seek rescission of their purchases of Units. If a number of purchasers were to obtain rescission, the
LLC would face significant financial demands, which could adversely affect Reactor Land Development, LLC as a whole, as well as
any non-rescinding purchasers.
BUSINESS SUMMARY
HISTORY OF REACTOR LAND DEVELOPMENT, LLC
5HDFWRU /DQG 'HYHORSPHQW //& ³5/'´ RU WKH ³//&´ ZDV IRUPHG as a limited liability company under the laws of the State of
Delaware in September 2007 by ,GDKR (QHUJ\ &RPSOH[ &RUSRUDWLRQ ³,(&´ D ZKROO\ RZQHG VXEVLGLDU\ RI $OWHUQDWH (QHUJ\
Holdings, Inc ³$(+,´, its manager. Its principal offices are presently located at 911 E. Winding Creek Dr., Suite 150, Eagle, ID
7KH//&¶VWHOHSKRQHQXPEHULV-9311. IEC is the only current Member and holder of Units in the LLC.
AEHI is in the business of serving the electric power generation industry by acquiring and developing nuclear plant sites and
obtaining licenses for their construction and operation. The AEHI management has decades of experience in the nuclear industry,
power generation, and facility development. AEHI formed IEC and the LLC to manage and finance the Project to develop the Site for
a reactor in Idaho. The LLC began operations with the purpose of acquiring land and water rights, permits and licenses,
development, rights and such other property and services necessary to develop a energy complex in Idaho including one or more
nuclear reactors.
The LLC has no prior operating history and no representation is made, nor is any intended, that the LLC will successfully acquire
land and complete permitting for construction of a nuclear reactor. The viability of the proposed business is dependent upon
sufficient funds being realized by the LLC from this Offering, of which there is no assurance and the ability of management to
implement the business plan manage the acquisition, permitting and development of the Site for a nuclear reactor in Idaho. No
operations have been conducted prior hereto and no revenues have ever been generated. The LLC has nominal capital, nominal
cash, and only its intangible assets consisting solely of relationships of the Manager in the nuclear power business and contracts for
the purchase of the land and development of the Site. The LLC is illiquid and needs cash infusions from investors to provide capital,
or loans from any sources.
THE PROJECT
The Market for Nuclear Sites

25
Nuclear power is re-emerging as a necessary part of a well-balanced power generation portfolio, and has received substantial
support from national and international governments, agencies and environmental groups. The Obama administration in particular
has allocated substantial funds and initiatives to facilitate the development of nuclear power in the US. Demand for nuclear plant
sites is growing. Stringent Nuclear ReJXODWRU\&RPPLVVLRQ³15&´VLWLQJFULWHULDOLPLWWKHQXPEHURITXDOLILHGUHDFWRUVLWHV)RXUWHHQ
companies, including AEHI, KDYHQRWLILHGWKH15&RIWKHLULQWHQWWRILOHIRUFRQVWUXFWLRQDQGRSHUDWLQJOLFHQVHV³&2/ÍRUQHZ
units by December 31, 2010$OOWKHSURSRVHGVLWHVH[FHSW$(+,¶V,GDKRVLWHDUHHDVWRIWKH5RFNLHV7KHYDOXHRIDWWUDFWLYHVLWHV
particularly in the Western US, is expected to rise because:
x Nuclear generation is profitable
o Western US is out of base load power
o Coal power is limited due to Global Warming concerns, and emissions are now under EPA scrutiny for health
concerns
o Renewables are expensive and have low reliability
o Hydropower is no longer an option due to environmental concerns
o Global experience has reduced construction and operating costs
o Costs of electricity from competitive fossil generation plants are rising
o Deregulation of wholesale electric pricing is expected to enable independently owned nuclear plants to realize
the full economic advantage of low cost nuclear power
x Nuclear generation has gained public acceptance
o Nuclear has demonstrated that it is a safe, reliable form of generation at plants worldwide
o The federal government supports nuclear deployment by regulatory changes and tax benefits
o State electricity regulators according to a recent poll prefer nuclear 2 to 1 over any other source
x There are a limited number of sites that meet licensing, and economic criteria for a nuclear plant:
o Licensing: low population density, low impact seismic potential activity, low environmental impact
o Economic/Infrastructure: water availability, ability to serve major markets through existing transmission, low
construction costs, etc.
The Site
After a two-year search, AEHI has, through IEC, selected and acquired interests in an Payette &RXQW\,GDKRVLWH³6LWH´ZKLFKLV
well suited for licensing, construction and development of a nuclear power reactor. The Site is:
x Approximately 5,000 acres near New Plymouth, Idaho near the Payette River
x Located near, and has ample rights to a source of water
x In a rural community that is receptive to development
x Can be connected to high voltage transmission lines and the western power grid
x NRC Licensable, according to the preliminary findings of nuclear siting experts, and the land acquisition closing is subject
to a final favorable report.
x Spacious enough to accommodate multiple reactors.
The Site for this Project has passed preliminary evaluations E\(1(5&21DQGWKH,(&¶VORFDOODQGXVH application was recently
approved by Payette County planning and zoning officials.
The Manager
IEC WKH³0DQDJHURIWKH//&´DZKROO\RZQHGVXEVLGLDU\RI$(+,ZDVIRUPHGDVD'HODZDUHFRUSRUDWLRQWRDFWDV//&0DQDJHU

and to focus on the Project.
AEHI is in the business of serving the electric power generation industry by acquiring and developing nuclear plant sites and
obtaining licenses for their construction and operation. The AEHI management has decades of experience in the nuclear industry,
power generation, and facility development. AEHI formed IEC and the LLC to manage and finance the Project to develop the Site for
a reactor in Idaho. The LLC began operations in September 2007, with the purpose of acquiring land and water rights, permits and
licenses, development, rights and such other property and services necessary to develop an energy complex in Idaho including one
or more nuclear reactors.
The Manager will carry out its business operations through subsidiaries, partnerships, limited liability companies, joint-ventures, and
contracts with engineering and construction firms who are experts in site licensing and development. The key members of the
management team are Don Gillispie, Greg Kane, Leon Eliason, James Taylor(advisor), Ken Strahm, Sr., Ralph Beedle, Rick Bucci,
Jennifer Ransom, Mike Sellman DQG -RKQ )UDQ] 6HH ELRV LQ VHFWLRQ HQWLWOHG ³.H\ 3HUVRQQHO´ IEC is managed by these senior
executives with nuclear industry experience with the intent to develop a facility that would produce cost-competitive, safe, clean,
reliable, power to the electric power industry.
The Development Plan
Converting 5,000 DFUHVRI,GDKRIDUPODQGLQWRDOLFHQVHGQXFOHDUUHDFWRUVLWHLVDPDMRUSURMHFW³3URMHFW´7KH6LWHDSSXUWHQDQW

rights and necessary licenses and permits will be acquired and owned by the LLC, and ultimately transferred to the owner/operator.
IEC has commenced the early stages of the Nuclear Regulatory Commission (NRC) process to obtain a combined construction and
RSHUDWLQJOLFHQVH³&2/ÍRUDUHDFWRUDWWKH6LWH
The reactor design management intends to use for the Site is either the US version of Korean APR 1400, a Generation 3 2800
Megawatt or the MHI US APWR (pending conclusion of price negotiations for each reactor); both are hybrid cooling system
reactors, which require minimal cooling water. Management believes both plant designs will be safe, reliable, and economical to
26
build and operate. They are estimated to produce power for 3-5 cents per kilowatt-hour, and will be among the first commercial
versions in the US.
At the completion of the permitting process, management intends to wind up the LLC, assigning its assets to an entity that
will finance, construct, and operate one or more reactors at the Site, converting Membership Interests into cash or
interests in the reactor entity. Management expects that the entity will include one or more utility partners, but will be
operated as a non-utility independent power producer.
Material Agreements
1. Management agreement with AEHI and IEC
AEHI has agreed to provide all management services to the LLC.
2. Land Purchase Agreement
There is an agreement between AEHI and the current Site owner for the purchase of the land and additional land nearby with the
necessary water rights is under contract as well. The two agreements will transfer title to the LLC, and require a $15M cash payment
[which will come from the proceeds of this Offering]. It is subject to satisfactory completion of the site analysis by ENERCON.
3. Site License (COLA)
x Management intends to obtain the licenses for the Site using the services of ENERCON or the reactor supplier
consistent with the funds requested in this PPM. ENERCON has already been conducting pre-COL application activities
at the Site, including the preliminary Site study paid for by AEHI.
The Schedule:
Year 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
2009 File local application Site land contract
2010 Land/Water contract Comprehensive Plan approval Rezone approval Pre-COLA begins
2011 Select supplier Submit COLA to NRC
2012 Order reactor, etc.
2013
NRC Approves COLA

2014 Wind up LLC
Begin Construction
2018 Construction complete Pre-operational Tests Plant Operational
Project Financing
Management estimates that the total cost of the RLD Project will be about $100 million. Management plans to raise most or all of
that amount through this Offering. Any shortfall will have to be funded through borrowing, cost sharing by contractors and suppliers,
or stock offering.
While the success of the Project does not depend on financial assistance from the government, management believes that through
the 2005 Energy Policy Act the Project may be eligible for an 80% federal loan guarantee for the construction of new nuclear
facilities, and an applicable federal tax credit of $1 billion over eight years that should be sufficient to cover all operating expenses
during that timeframe. Furthermore, the excess heat from this plant will be used to produce bio-fuels from local crops and
agricultural waste.
Project Economics
Management believes that by investing $100 million dollars, it will have a site licensed for construction of the advanced reactor by
the middle of 20140DQDJHPHQWEHOLHYHVWKDWE\DFTXLULQJDQGSHUPLWWLQJWKHSURSRVHGVLWHQRZWKH//&¶VDELOLW\WRRIIHUD6LWH
and an NRC license 3 years sooner than might otherwise be achievable will offer a significant additional value proposition to the site
due to earlier power generation/revenue potential of the site.
27
Management and outside nuclear experts estimate the value of the licensed site will be over $1 billion, providing better than 15%
internal rate of return to the acquiring reactor owner/operator.
OPERATING AGREEMENT KEY PROVISIONS
This discussion is not intended to restate the Operating Agreement or to reflect all provisions. It is a summary of certain provisions
which manager believes are important for potential investors. Nothing contained in this summary shall be deemed to modify any
term of the Operating Agreement, and the written terms of the Operating Agreement, and the written terms of the Operating
Agreement shall govern over any summary.
Investors should read the Operating Agreement in its entirety before signing.
Some of the significant provisions are summarized as follows:
1. Distributions
The investors as owners of the Limited Liability Company interests, according to the Operating Agreement after payments
of all costs and debt, will receive distributions on a priority basis until they have received their original investment returned. At that
point, the manager shall be entitled to receive 20% of the profits and the investors shall be allocated and receive 80% of the profits.
Distributions shall occur when the property of the LLC is sold or the reactor construction begins.
2. Ownership of Property
The Limited Liability Company will own the Real Property and will hold title. Each investor will own his or her pro rata
share of the Limited Liability Company under the terms of the Operating Agreement. Ownership herein is deemed intangible
personal property.
3. Profits
In this LLC profits are determined by relatively simple calculations of adding the capital contribution, debt incurred, and
unpaid expense incurred (not covered by capital contributions) and then deducting this number from the net sales proceeds upon
sale of the real estate or a portion thereof. From the profits, a priority payment equal to the investors' original capital contributions
will be paid to each of the investors. After priority payment of the initial capital contribution to investors, the Manager and the
investors shall split the remaining profit 20/80, respectively.
4. Taxation
Taxation of the profits of the LLC will not occur at the LLC level. The LLC investors will be taxed as partners at their
individual level, and each partner will pay taxes on profits only at his or her individual tax level. K-¶VZLOOEHVHQWWRWKHLQYHVWRUVIRU
each year of operation through the year of the property sale.
5. Foreign Investors
Foreign Investors may invest in the LLC, however, taxation and legal form of holding may be subject to the laws of the
country of residence of the investor. Of course, the LLC has no control over these issues.
6. Manager Compensation
Prior to sale of site or a portion thereof, the Manager intends only to be compensated for out-of-pocket expenses and
costs incurred. Through its profit participation after the investors have received the return of their invested capital, Manager will have
the right to receive 20% share of the profits
7. Transfer
There are substantial transfer restrictions, however, transfers among family members and family legal entities are allowed.
28
Resale or forced transfers (i.e. divorce) are subject to substantial restrictions as contained in the Operating Agreement which
restrictions provide for first offering the interest for sale to other interest holders who may or may not purchase. Manager may freely
transfer up to 75% of its interest without restriction.
8. Management
Management of the LLC is vested solely in the Manager, IEC and IEC will continue as Manager until IEC is dissolved,
bankrupt, terminated or removed under the terms of the Operating Agreement.
Manager and AEHI have several principals whose biographical history is contained elsewhere in this Memorandum.
Manger will be solely in control of the LLC and investors will be dependent upon the exercise of good business judgment by the
Manager to manage the planning and development of the property, and its resale. Manager owes a fiduciary duty of loyalty and
good faith, as well as prudent business practice, to the LLC as to this Project.
PLAN OF DISTRIBUTION
The Units are being offered by the LLC through any of its selected FINRA Broker-Dealers, and through the Managing Members of
the LLC on the terms and conditions set forth in this Memorandum.
USE OF PROCEEDS
The intended use of the proceeds from this Offering is shown below.
USE of PROCEEDS $M
Payment to Owner for Site land 5
Payment for COLA plus 10% price escalation due to delays 40
Payments for Third Party Project management, engineering support and G&A 15
Adjacent land with water rights 10
Long lead time equipment order deposit; reactor vessel and turbine 30
TOTAL 100
If less than the Maximum Offering is achieved, the Manager intends to borrow monies or obtain financing to the extent necessary to
carry forward the Project up to the amount shown as the maximum Offering of $100,000,000, using the real estate as security.
The manager may adjust the budget categories in the execution of its permitting and development plans. None of the line items is to
be considered fixed or unchangeable.
The LLC anticipates using the funds raised by this Offering to pay listed categories as set forth. Manager will have complete
discretionary control over the actual utilization of said funds, in the fiduciary capacity to the LLC, as manager but only for the stated
business purposes of the LLC as set forth in the Operating Agreement. Any additional required funds over the maximum Offering
amount will need to be financed as a loan. The availability and terms of any future financing will depend on market and other
conditions. The amount of proceeds and uses are based upon the projections by Management, which may also change according to
unforeseen future events and market changes. There are no commitments for loans as of this date.
Some of the statements contained in this Memorandum, including information incorporated by reference, discuss future
expectations, or state other forward-looking information. Those statements are subject to known and unknown risks, uncertainties
DQGRWKHUIDFWRUVVHYHUDORIZKLFKDUHEH\RQGWKH//&¶VFRQWUROZKLFKFRXOGFDXVHWKHDFWXDOUHVXOWVWRGLIfer materially from those
contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous
assumptions. In light of the risks, assumptions, and uncertainties involved, there can be no assurance that the forward looking
information contained in this Memorandum will in fact transpire or prove to be accurate.
,PSRUWDQWIDFWRUVWKDWPD\FDXVHWKHDFWXDOUHVXOWVWRGLIIHUIURPWKRVHH[SUHVVHGZKLFKDUHGHVFULEHGXQGHU³5,6.)$&7256´
may be described in future communications to members. The LLC makes no representation and undertakes no obligation to update
the forward looking information to reflect actual results or changes in assumptions or other factors that could affect those
statements.
KEY PERSONNEL OF MANAGER IEC, A WHOLLY OWNED SUBSIDIARY OF AEHI
Name Age Position

Donald Gillispie 66 President, CEO, Director, AEHI
Greg Kane 67 Vice President and Director, AEHI
Richard Bucci 43 CFO, AEHI
29
Leon Eliason 70 Director, AEHI
Mike Sellman 62 Director
Ken Strahm, Sr. 73 Director, AEHI
Ralph Beedle 70 Director, AEHI
John Franz 71 Vice President and Director AEHI
Jennifer Ransom 35 Vice President Administration
James Taylor 75 BOD Advisor, AEHI
DONALD GILLISPIE
Donald Gillispie, a past nuclear utility senior executive, has served as President, CEO, and Chairman of IEC since inception. Mr.
Gillispie additionally is owner of Grace Glens Consulting, a technical management consulting company, which advises senior utility
executives on managing commercial nuclear power companies, and other non-nuclear organizations. Mr. Gillispie helped start up a
technical management consulting business, INPO, in Atlanta, GA and a nuclear operating company, NMC, in Hudson, WI which
operates six nuclear power plants with 5,000 employees. NMC was awarded best in class for innovation by Forbes Magazine in
2001.
GREG KANE
Greg Kane, past nuclear plant manager, has served as Vice President of Operations and Board member of IEC since inception. Mr.
Kane FXUUHQWO\LV3UHVLGHQWRI(DJOH³,´1XFOHDU$VVLVWDQFHDFRQVXOWLQJILUPWKDWSURYLGHVRUKDVSURYLGHGPDQDJHPHQWFRQVXOWLng
to over twenty-ILYHQXFOHDUSURJUDPV0U.DQHSUHYLRXVO\KHOGWKHSRVLWLRQRI*HQHUDO0DQDJHUDW9LUJLQLD3RZHU¶VWZLQXQLt
PWR North Anna Nuclear Plant, where he was responsible for safe operation and budgeting of the station in all aspects of activities.
8QGHU0U.DQH¶VOHDGHUVKLSWKHSODQWDFKLHYHGWRSLQGXVWU\HYDOXDWLRQVFRUHVDQGRQHRIWKHORZHVWSRZHUSURGXFWLRQFRVts in the
United States.
RICHARD BUCCI, CFO
Rick Bucci, a Certified Public Accountant, is Chief Financial Officer of AEHI. Mr. Bucci has practiced accounting and tax planning for
19 years; his diverse background includes providing accounting and financial services for hotels, construction projects, real estate
development and banking. Additionally, he has served previously as CFO of two corporations. His experience includes tax planning
and preparation, audit services, financial statement preparation and presentation, bank financing and financial consulting. Mr. Bucci
owned and operated a licensed Certified Public Accounting firm, with over 350 clients.
LEON ELIASON
Leon Eliason, a past President of two nuclear utility business units, has served as on the Board of IEC since inception. Mr. Eliason
is a professional in the utilities field, with thirty-three (33) years of experience in operations, maintenance, engineering, and
management of Nuclear, Fossil, Solar, and Hydro Power Plants. Most notable, he served as President of the Nuclear Business Unit
and Chief Nuclear Officer for Public Service Electric and Gas, Newark New Jersey ± where he was responsible for all operational
and support activities including fuel, technical support, business planning, and financial support for two generating stations.
MICHAEL SELLMAN
Mike Sellman, Director, a past CEO and founder of the Nuclear Management Company that operated 8 nuclear reactors in the
Midwest. He also served as a nuclear site VP and plant manager during his career. He has served on the board of Nuclear Energy
Institute, Institute of Nuclear Power Operations and American Nuclear Society. Mr. Sellman is an international nuclear consultant
and advises Idaho National Laboratories. He began his career in the Navy Nuclear Program working on Admiral Rickover's staff.
KEN STRAHM, SR.
Ken Strahm, Sr., a past President of the nuclear industry watchdog organization INPO, has served on the Board of IEC since
inception. Prior to his retirement, Mr. Strahm was employed by the Institute of Nuclear Power Operations (INPO) in Atlanta, Georgia,
where he served as the Director of the National Academy for Nuclear Training and later as President of the Institute.
RALPH BEEDLE
Ralph Beedle, a past Senior Vice President of the Nuclear Energy Institute, has served on the Board of IEC since inception. Mr.
Beedle retired after serving as Senior Vice President and Chief Nuclear Officer of the Nuclear Energy Institute ± where, in addition
to his operational management duties, he interacted regularly with the U. S. Nuclear Regulatory Commission and other federal
agencies, as well as members of Congress.
JOHN FRANZ
John Franz, a past Vice President of a nuclear utility, has served as Vice President of Construction and Board member of IEC since
inception. He is currently employed by a number of nuclear power plant clients for consultant services, including practice INPO
Accreditation Boards and membership on Nuclear Safety Review Boards. Mr. Franz has 36 years of diverse experience in the
licensing, start-up, operation, and management of nuclear power plants. Most notably, he led a struggling plant to top NRC and
INPO ratings, as well as directed a plant restart effort following a mandated NRC shutdown.
30
Members of the AEHI Executive Committee are as follows: Don Gillispie (Co-Chairman), Leon Eliason (Co-Chairman), Ken Strahm,
and Ralph Beedle.
JENNIFER RANSOM
Jennifer Ransom is the past head of Ransom Insurance and regional sales director for AMICA Insurance. Ms. Ransom also has
diverse management experience in managing small businesses including experience in accounting.
JAMES TAYLOR
James Taylor, former Chief Operating Officer of the U.S. Nuclear Regulatory Commission (NRC), has served on the Board of IEC
since inception and now serves as advisor. During his career, he was recognized by both Presidents Bush and Clinton with
Presidential Distinguished Executive Rank Awards in 1989 and 1994. Mr. Taylor additionally held the position of Chief Financial
Officer during his years of NRC employment and has served on Nuclear Safety Oversight Committees at nine (9) utilities operating
nuclear power plants.
COMPENSATION
Manager Compensation
The Manager, Idaho Energy Complex Corporation, a wholly owned subsidiary of Alternate Energy Holdings, Inc., a Nevada
corporation, made a capital contribution of its contractual rights under agreement with the current Site owner, and various
consultants and contractors engages in Site work and Project finance. The LLC's Manager receives no compensation for its services
rendered to the LLC, nor has it received such compensation in the past. Manager will be reimbursed for all pre-offering costs
expended and advanced. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have
been adopted by the LLC for the benefit of its employees.
Conflicts of Interest
7KH//&¶V0DQDJHUKDVEHHQLQWKHSDVWDQGPD\FRQWLQXHWREHDFWLYHLn the nuclear power business with other companies and on

their own behalf. Manager has retained the right to conduct his own independent business interests. These activities could give rise
to potential conflicts with the interests of the LLC.
PRINCIPAL INTEREST HOLDERS
The following table contains certain information as of April 30, 2010 as to the number of Units consisting of Interests in the LLC
EHQHILFLDOO\ RZQHG E\ L HDFK SHUVRQ NQRZQ WR RZQ EHQHILFLDOO\ PRUH WKDQ RI WKH //&¶V ,QWHUHVWV LL HDFK SHUVRQ ZKR LV a
Managing Member of the LLC, (iii) all persons as a group who are Managing Members and/or Officers of the LLC, and as to the
percentage of the outstanding Interests held by them on such dates and as adjusted to give effect to this Offering.
Name Position Current % Post Offering %

Idaho E nergy Complex Corporation, a wholly owned M anaging 100% 60%
subsidiary of A lternate E nergy Holdings, Inc. Member
NOTE: 7+(0$1$*(5$(+,+$6,19(67('0,//,217+86)$5)5200$1$*(0(17¶6&2))(56$1',17(1'6

TO INVEST FURTHER MONIES AS DEEMED NECESSARY INTO THE PROJECT.
DESCRIPTION OF UNITS
The LLC is offering a maximum of 400 Units for the Maximum Offering at a price of $250,000 per Unit. Upon completion of the
Offering up to 400 Investor Units will be outstanding, plus Units held by the Manager equal to 60% of the LLC. The Units of
ownership are not equal. Manager Units receive no share of profits until all investors have received a return of their entire initial
capital contribution, and then are entitled to only 20% of net profits. Upon completion of the Offering, the Units will comprise the only
representation of ownership of Membership Interests that the LLC will have issued and outstanding to date.
Each member is entitled to one vote for each Unit Interest held on each matter submitted to a vote of the Members. The Units
currently outstanding are, and the Units to be issued upon completion of this Offering will be, fully paid and non-assessable.
In the event of the dissolution, liquidation or winding up of the LLC, the assets then legally available for distribution to the members
will be distributed ratably among such members in proportion to their Units.
PLAN OF DISTRIBUTION
These Units are being offered for sale by the LLC pursuant to exemptions from Registration under Section 4(6) of the Securities Act
RI 7KH //& LV RIIHULQJ WKH 8QLWV RQ D ³EHVW HIIRUWV´ EDVLV IRU WKH 0D[LPXP 2IIHULQJ RI Four Hundred (400) Units by the
Company and occasionally, through licensed FINRA Broker/Dealers. No one has made any commitment to purchase or take down
31
any of the offered Units, and there is no assurance that any or all of the Units will be sold, or that any proceeds will be available to
accomplish the LLC's proposed business as described herein.
LEGAL MATTERS
To the best knowledge of the LLC and its Manager, neither the LLC nor its Manager are a party to any material legal proceedings or
litigation involving the LLC, and such persons are not aware of any contemplated or threatened legal proceedings or litigation as of
the date of this Memorandum.
CERTAIN TAX ASPECTS OF AN INVESTMENT IN THE LLC
The following is a summary of certain United States Federal income tax consequences of an investment in the LLC. It is based on
WKH&RGHDQGRWKHUFXUUHQWO\DSSOLFDEOHOHJDODXWKRULWLHVVXFKDVWKHUHJXODWLRQV³7UHDVXU\5HJXODWLRQV´SURPXOJDWHGWKHUHunder,
court decisions and administrative rulings of the Internal Revenue ServiFH WKH ³,56´ FXUUHQWO\ LQ HIIHFW DQG GRHV QRW WDNH LQWR
account the possible effect of future legislative or administrative changes or court decisions. The LLC will not request any rulings
from the IRS on the tax consequences described below or on any other issues. The IRS or a court might reach a contrary
conclusion with respect to the issues addressed herein if the matter were contested. Future legislative or administrative changes or
court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the matters contemplated herein.
The discussion below covers only a limited number of the more important federal income tax considerations applicable to an
investment in the LLC, and does not address state or local tax considerations that may apply or the special tax consequences that
would apply to tax-exempt Investors or other Investors having a special legal status (such as dealers, banks, thrifts, trust or
insurance companies) or Investors holding their interest in the LLC other than as a capital asset.
THE INCOME TAX LAWS APPLICABLE TO LIMITED LIABILITY COMPANIES AND TO INVESTORS THEREIN ARE
EXTREMELY COMPLEX, AND THE FOLLOWING SUMMARY IS NOT EXHAUSTIVE, AND DOES NOT CONSTITUTE TAX
ADVICE.
AN INVESTOR CONSIDERING AN INVESTMENT IN THE LLC SHOULD CONSULT HIS OR HER TAX ADVISOR IN ORDER TO
FULLY UNDERSTAND THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES OF AN INVESTMENT
:,7+5(63(&7727+(,19(6725¶63$57,&ULAR FINANCIAL SITUATION.
NON-UNITED STATES INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
UNITED STATES AND FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN THE LLC.
Unless expressly stated otherwise In this MEMORANDUM, (1) nothing contained in this MEMORANDUM was intended or
written to be used, can be used by any taxpayer, or may be relied upon or used by any taxpayer for the purposes of
avoiding penalties that may be imposed on the taxpayer under the Internal Revenue Code of 1986, as amended; (2) any
written statement contained In this MEMORANDUM relating to any federal tax transaction or matter may not be used by
any person to support the promotion or marketing or to recommend any federal tax transaction or matter; and (3) any
taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor with
respect to any federal tax transaction or matter contained in this MEMORANDUM, No one, without our express written
permission, may use any part of this MEMORANDUM in promoting, marketing or recommending an arrangement relating
to any federal tax matter to one or more taxpayers.
8QLWHG6WDWHV7D[DWLRQRIWKH//&¶V2SHUDWLRQV
The LLC is classified as a partnership and not as an association taxable as a corporation, for United States Federal income tax
purposes. Currently we have one (1) Member, and we have not filed any United States federal partnership tax returns. As a
partnership, the LLC itself will not be subject to United States Federal income WD[EXWHDFK,QYHVWRUZLOOEHWD[HGRQWKH,QYHVWRUV¶
UHVSHFWLYH GLVWULEXWLYHVKDUH RI WKH //&¶V LQFRPH JDLQ ORVV GHGXFWLRQV DQGFUHGLWV 7KH //& ZLOOILOH DQ DQQXDO //& LQIRUPation
return that will report the results of operations. Each Investor will be required to report separately, on its own United States Federal
LQFRPH WD[ UHWXUQ LWV DOORFDEOH VKDUH ZKHWKHU RU QRW GLVWULEXWHG RI WKH //&¶V QHW ORQJ-term capital gain or loss, net short-term
capital gain or loss, net ordinary income or loss, and various other categories of income, gain, loss, deduction or credit.
Under Section 704 of the Internal Revenue Code (the ³&RGH´DQ,QYHVWRU¶VDOORFDEOHVKDUHRIDQ\VXFKLWHPRILQFRPHJDLQORVV
deduction or credit will be governed by the Operating Agreement, or unless the allocations provided by the Operating Agreement
DUH GHHPHG QRW WR KDYH ³VXEVWDQWLDO HFRQRPLF HIIHFW´ IRU 8QLWHG 6WDWHV )HGHUDO LQFRPH WD[ SXUSRVHV ,W LV LQWHQGHG WKDW WKH
Operating Agreement provide for the allocation of all items of income, gain, loss, deduction and credit in a manner that will be
respected under Section 704 of the Code and the Treasury Regulations. If it were determined that the allocations provided in the
Operating Agreement with respect to a particular item werHQRWVRUHVSHFWHGHDFK,QYHVWRU¶VDOORFDEOHVKDUHRIVXFKLWHPZRXOGEH
GHWHUPLQHG LQ DFFRUGDQFH ZLWK WKH ,QYHVWRU¶V 8QLWV LQ WKH //& WDNLQJ LQWR DFFRXQW DOO WKH IDFWV DQG FLUFXPVWDQFHV ,Q VRPH
instances, this could result in such Investor recognizing a greater or smaller amount of loss, deduction, gain or income than it would
have recognized pursuant to the terms of the Operating Agreement, or in such Investor recognizing an amount of loss, deduction,
gain or income at a different time than pursuant to the terms of the Operating Agreement.
(DFK ,QYHVWRU ZLOO EH VXEMHFW WR WD[ RQ LWV DOORFDEOH VKDUH RI WKH //&¶V WD[DEOH LQFRPH RU ORVV XQGHU WKH 2SHUDWLQJ $JUHHPHQW
regardless of whether it has received or will receive any distribution of cash or property from the LLC. In addition, the LLC could
realize taxable income prior to the receipt of cash or property with respect to such income (e.g., deemed dividends and original
32
issue discount or income allocated to the LLC from portfolio investments held by the LLC which are partnerships or limited liability
FRPSDQLHV&RQVHTXHQWO\D8QLWHG6WDWHV,QYHVWRU¶VLQFRPHWD[OLDELOLW\UHODWHGWRWKH//&FRXOGH[FHHGWKHDPRXQWGLVWULEXted by
the LLC to such Investor in a particular year.
While the LLC is not intended WREHD³WD[VKHOWHU´LWLVSRVVLEOHWKDWORVVHVDQGH[SHQVHVFRXOGH[FHHGWKH//&¶VLQFRPHDQGJDLQ

during a taxable period. The ability of an Investor to deduct such a net loss from its taxable income from other sources may be
subject to a number of limitations under the Code, in addition to the limits of Section 704 of the Code described above. Prospective
Investors should consult with their own tax advisors concerning these limitations, including the so-FDOOHG³DWULVNÚXOHVWKH³SDVVLYH
ORVVÚXOHVWKHOLPLWDWLRQVRQWKHGHGXFWLRQRILQYHVWPHQWLQWHUHVWDQGWKHOLPLWDWLRQRIORVVHVWRWKHDPRXQWRIWKH,QYHVWRUV¶WD[
EDVLVLQWKH,QYHVWRU¶VLQWHUHVWLQWKH//&,QDGGLWLRQQRQ-corporate Investors should consult their own tax advisors concerning the
rules under Sections 67 and 68 of the Code, pursuant to which the deduction of certain expenses may, in certain circumstances, be
limited.
An Investor which sells its Units typically will recognize taxable gain or loss based upon the difference between VXFK ,QYHVWRU¶V
DPRXQW UHDOL]HG DV GHWHUPLQHG IRU WD[ SXUSRVHV DQG VXFK ,QYHVWRU¶V DGMXVWHG WD[ EDVLV LQ WKH ,QYHVWRU¶V 8QLWV $Q ,QYHVWRU¶s
³DPRXQWUHDOL]HG´JHQHUDOO\ZLOOLQFOXGHERWKWKHIDLUPDUNHWYDOXHRIWKHFRQVLGHUDWLRQUHFHLYHGDQGWKH,QYHVWRU¶VDOORFDEOHVKDUHRI
any liabilities of the LLC.
An Investor may also be subject to tax on the receipt of distributions from the LLC. Any cash distributed in excess of the InYHVWRU¶V
adjusted tax basis in its Units generally will be treated as gain from the sale or exchange of the Units. If the LLC distributes an asset
in kind to all of its Investors pro rata, generally no gain will be recognized by any Investor until such time as the Investor sells the
asset. In certain, circumstances, however, the distribution of marketable securities by the LLC to Investors may be treated as a
distribution of cash. Investors should consult their own tax advisors concerning the tax treatment of distributions and the tax basis
and holding period for assets distributed by the LLC.
Upon the dissolution and liquidation of the LLC, the LLC will pay its debts and liabilities and the Investors will be entitled to receive
GLVWULEXWLRQV DV SURYLGHG LQ WKH 2SHUDWLQJ $JUHHPHQW 7KH //&¶V VDOH RI LWV DVVHWV IROORZHG E\ WKH OLTXLGDWLon of the LLC will
generally be a recognition event for tax purposes. If an Investor realizes a loss upon the liquidation of the LLC, the Investor will be
HQWLWOHG WR UHFRJQL]H VXFK ORVV IRU WD[ SXUSRVHV RQO\ LI WKH //&¶V OLTXLGDWLQJ GLVWULEXWLRQ FRQVLVWV solely of cash, or of cash and
³XQUHDOL]HGUHFHLYDEOHV´DVGHILQHGLQWKH&RGH
Pursuant to Section 754 of the Code, the LLC may make an election to adjust the basis of its assets in the event of a sale by an
Investor of its Units or certain other events. Depending upon the particular facts at the time of any such event, such an election
could increase or decrease the value of the interest to the transferee, because the election would increase or decrease the basis of
WKH //&¶V DVVHWV IRU WKH SXUSRVH RI FRPSXWLQJ WKH WUDQVIHUHH¶V GLVWULEXWLYH VKDUH RI //& LQFRPH JDLQV GHGXFWLRQV DQG ORVVHV
Because the election, once made, cannot be revoked without obtaining the consent of the Commissioner of Internal Revenue, and
because of the accounting complexities that can result from having such an election in effect, there can be no assurance that the
LLC will make this election.
We Will Not Be Classified As A Publicly Traded Partnership
Section 7704 of the Code treats publicly traded partnerships as corporations for federal income tax purposes. Section 7704(b) of the
Internal Revenue Code defines the term publicly traded partnership as any partnership, including a limited liability company
otherwise classified as a partnership for federal income tax purposes, where the equity interests are:
x Readily traded on an established securities market; or
x Readily tradable on a secondary market or the substantial equivalent of a secondary market. In the discussion
that follows, the references to a secondary market also include the substantial equivalents to a secondary
market.
The final Treasury Regulations under Section 7704 of the Internal Revenue Code provide that an established securities market
includes:
x A national securities exchange registered under the Securities Exchange Act of 1934;
x A national securities exchange exempt from registration because of the limited volume of transactions;
x A foreign securities exchange;
x A regional or local exchange; and
x An interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or
dealers by electronic means or otherwise.
The Treasury Regulations provide further that partnership interests are not readily tradable on a secondary market or the substantial
equivalent thereof if
x All interests in the partnership were issued in a transaction or transactions that were not required to be
registered under the Securities Act; and,
x The partnership does not have more than 100 partners at any time during the taxable year of the partnership,
33
This Offering is being made to accredited investors only pursuant an exemption from registration under the Securities Act and
applicable state securities laws. Currently, the LLC has one (1) Member. With the Maximum Offering, there could be an additional
400 Members which would exceed the limitation set forth above. To the extent that the number of partners does not exceed 100
after completion of the Offering, then the interests in the LLC would not be deemed to be readily tradable on a secondary market or
the substantial equivalent thereof and the requirements for a publicly traded partnership would not be met. If the number of partners
exceeds 100, then other safe harbors exist for transfers of partnerships interest which will be disregarded by the IRS for purposes of
determining whether interests in a partnership are readily tradable on a secondary market or the substantial equivalent thereof.
In determining when partnership interests will be treated as readily tradable on a secondary market, there are a number of safe
harbors that allow certain transactions to be disregarded including a safe harbor that is available if the sum of the percentage
interests in partnership capital or profits that are sold or otherwise disposed of during the taxable year does not exceed two percent
(2%) of the total interests in partnership capital or profits.
The IRS will disregard certain transfers for purposes of determining whether this safe harbor is met:
x Transfers at death,
x Transfers in which the basis is determined under section 732 of the Internal Revenue Code,
x Interests issued by the partnership for cash, property or services, and
x Interests in the partnership which are redeemed pursuant to the safe harbor discussed in the next paragraph.
The IRS also will disregard transfers of an interest in a partnership pursuant to a repurchase agreement where the partnership
maintains a plan of redemption or repurchase in which the partners may tender their partnership interests for purchase by the
partnership, another partner or persons related to another partner.
Tax-Exempt Investors
7KHUHYHQXHLIDQ\JHQHUDWHGE\WKHRSHUDWLRQVRIWKH//&PD\UHDOL]HLQFRPHZKLFKZRXOGFRQVWLWXWH³XQUHODWHGEXVLQHVVWD[able
LQFRPH´ LQFOXGLQJ ³XQUHODWHG GHEW-ILQDQFHG LQFRPH´ DV GHILQHG LQ 6HFWLRQV DQG RI WKH &RGH ³8%7,´ $ WD[-exempt
,QYHVWRU¶VDOORFDEOHVKDUHRI8%7,ZLOOEHVXEMHFWWR)HGHUDOLQFRPHWD[DWLRQDQGPLJKWEHVXEMHFWWRVWDWHDQGORFDOWD[DWLRn as well.
Each potential Investor that is tax-exempt is urged to consult its own tax advisor with respect to the tax consequences to it of an
investment in the LLC.
Non-U.S. Investors
The discussion above generally applies to an Investor who or that is a citizen or resident of the United States, a corporation created
or organized under the laws of in the United States or any political subdivision of the United States, or certain other ³863HUVRQV´
as defined in Section 7701(a)(30) of the Code. The U.S. Federal income tax treatment applicable to an Investor that is not a U.S.
3HUVRQD³QRQ-8QLWHG6WDWHV,QYHVWRU´JHQHUDOO\LVGLVFXVVHGEHORZ
Because the LLC itself is engaged in a trade or business in the United States, a non-United States Investor will be treated as
engaged in a trade or business within the United States through the LLC with the result that such non-United States Investor would
EHVXEMHFWWR8QLWHG6WDWHVLQFRPHWD[ZLWKUHVSHFWWRLWVVKDUHRIWKH//&¶VLQFRPHWKDWLVHIIHFWLYHO\FRQQHFWHGZLWKWKHFonduct of
a trade or business in the United States ³(&,´,QDGGLWLRQWKH//&ZRXOGEH UHTXLUHGWRPDNHDSSURSULDWHZLWKKROGLQJRIWD[HV
from distributions of such income, and the foreign Investor would be required to file United States Federal income tax returns with
respect to such income. An Investor that is a non-United States corporation may also, in certain circumstances, be subject to a
EUDQFKSURILWWD[RISHUFHQWXQOHVVUHGXFHGE\WUHDW\RQVXFK,QYHVWRU¶VVKDUHRIHIIHFWLYHO\FRQQHFWHGHDUQLQJVDQGSURfits, as
adjusted, as provided in the Code.
A non-United States person or entity considering investing in the LLC should consult its own tax advisors with respect to the specific
tax consequences to such person or entity of such an investment under United States Federal, state and local income tax laws, and
with respect to the treatment of income and gain from such investment under the tax laws of any foreign jurisdictions in which such
person or entity is subject to tax.
Tax Matters Partner; IRS Audits
The tax treatment of income, loss, deduction and credit generally will be determined at the LLC level in a single proceeding rather than
by individual audits of the Investors. An audit of the LLC may result in the disallowance, reallocation or deferral of losses or deductions
claimed by the LLC, as well as the acceleration or reallocation of income of the LLC. The audit may also result in transactions that the
LLC treated as non-taxable being treated as taxable, or items that the LLC reported as long-term capital gain being treated as ordinary
income or short-term capital gain. Any such change may cause an Investor to be required to pay additional tax and interest. Manager
is the Tax matters partner for issues involving tax returns.
,IWKH,56DXGLWVWKH//&¶VWD[UHWXUQVWKH,QYHVWRUV¶RZQUHWXrns may also be audited, as a result of which adjustments may be

PDGHWRLWHPVUHSRUWHGRQWKH,QYHVWRUV¶WD[UHWXUQVLQFOXGLQJLWHPVXQUHODWHGWRWKH//&7KHOHJDODQGDFFRXQWLQJFRVWVLQcurred
34
LQFRQQHFWLRQZLWKDQ\DXGLWRIWKH//&¶VWD[UHWXUQZLOOEe borne by the LLC, but Investors will bear the cost of audits of their own
returns.
Tax Reporting of "Reportable Transactions"
On February 27, 2003, the IRS promulgated final Treasury Regulations relating to the disclosure of "reportable transactions" (the
"Final Regulations"). The Final Regulations are generally effective for transactions entered into on or after February 28, 2003. The
purpose of the Final Regulations is to provide the IRS with information needed to evaluate potentially abusive transactions. Because
the Final Regulations have been so recently issued, certain issues concerning their interpretation remain unclear at the present
time.
In general, the Final Regulations require that certain disclosures be made if a taxpayer participates in a "reportable transaction."
Both the LLC and the Partners may be subject to these rules. The term "transaction" includes all of the factual elements relevant to
the expected tax treatment of any investment, entity, plan or arrangement, and includes any series of steps carried out as part of a
plan. A transaction may be reportable for any of several reasons including, among others, that (i) the transaction results in losses
exceeding specified threshold amounts, (ii) the transaction results in book-tax differences exceeding specified threshold amounts, or
(iii) the transaction is a confidential transaction, as further described below. If a transaction is a reportable transaction, that fact does
not affect the legal determination of whether the taxpayer's treatment of the transaction is proper. The IRS contemplates that further
guidance relating to the Final Regulations will be issued from time to time.
The LLC believes that the current offering of Units consisting of Interests in the LLC should not be treated as having been made
under conditions of confidentiality for purposes of this rule. However, if certain timing requirements set forth in the Final Regulations
relating to the furnishing of written authorizations to disclose are not complied with, the LLC will not qualify for a presumption as to
the absence of conditions of confidentiality provided in the Final Regulations.
Investors should consult tKHLU RZQ DGYLVRUV ZLWK UHVSHFW WR WKH GLVFORVXUH RI ³UHSRUWDEOH WUDQVDFWLRQV´ LQFOXGLQJ WKH NLQGV RI
reportable transactions not described above. Non-U.S. Investors should consult their own tax advisors concerning the application of
the tax rules to them.
The LLC will determine on an annual basis whether the LLC will be required to make any disclosures to the IRS of reportable
transactions pursuant to the Final Regulations. Partners should consult their individual tax advisors concerning the impact of the
Final Regulations on their personal tax returns.
In addition, the LLC and certain other persons who may be considered to be organizers, sellers or material advisors with respect to
the offering of Units consisting of limited partnership interests in the LLC may be required to maintain lists of the Investors in the
LLC, certain identifying information relating to the Investors, their Interests in the LLC and certain other information, and may be
required to furnish such lists to the IRS upon request by the IRS. The LLC and other persons who may be subject to this
requirement will collect and, if requested by the IRS, will furnish to the IRS such information as may be requested in accordance
with the requirements of law, as determined by each person who is or may be subject to this requirement.
State and Local Taxes
In addition to the United States Federal income tax consequences described above, prospective Investors should consider potential
state and local tax consequences of an investment in the LLC. State and local laws may differ from United States Federal income
WD[ODZVZLWKUHVSHFWWRWKHWUHDWPHQWRIVSHFLILFLWHPVRILQFRPHJDLQORVVGHGXFWLRQDQGFUHGLW$Q,QYHVWRU¶VDOORFDEOH share of
the taxable income or loss of the LLC generally will be required to be included in determining its reportable income for state and
local tax purposes in the jurisdiction in which such Investor is subject to taxation.
The LLC itself may be subject to State and/or Local Tax, depending on the location and scope oIWKH//&¶VDFWLYLWLHV
In addition, a state in which an Investor is not a resident, but in which the LLC may be deemed to be engaged in business, may
impose a tax on that Investor with respect to its share of LLC income derived from that state. Moreover, an Investor may have to file
a signed tax return in each such state thereby increasing the income tax filing responsibilities in which a portfolio company may be
deemed to be engaged in business may tax an Investor with respect to its share of the income of the portfolio company derived from
that state. Under some circumstances, an Investor with tax liabilities to more than one state may be entitled to a deduction or credit
for taxes paid to one state against the tax liability to another.
Taxation on Real Property Held in a Foreign Country
Other than cash from capital contributions, the most substantial asset of the LLC will be the Real Property being proposed to be
35
purchased and is located in Idaho. As far as the Manager has been able to determine, there are no special tax issues related to
ownership of real property in Idaho by the LLC.
OTHER MATTERS
Statements contained in this Offering with respect to the contents of any contract or document described herein are not necessarily
complete, and where such contract or document is an exhibit to the application on file with a governmental agency, each such
statement is qualified in all respects by the provisions of such exhibit, to which reference is hereby made for the full statement of the
provisions hereof.
SUBSCRIPTION PROCEDURE
SUBSCRIPTION BOOKLET
INSTRUCTIONS FOR SUBSCRIPTION FOR THE UNITS

CONSISTING OF INTERESTS OF THE LLC
The subscriber must do the following:
1. Complete, sign and deliver the Subscription Agreement included in this Subscription Booklet.
2. Complete, sign and deliver the Confidential Investor Qualification Questionnaire included in this Subscription
Booklet.
3. Deliver payment in the aggregate amount of $250,000 per Unit multiplied by the total number of Units
subscribed for.
Delivery of the completed subscription documents described above along with payment should be delivered
directly to the Placement Agent at the following address:
AEHI
911 E Winding Creek Dr Suite 150
Eagle, ID 83616
THE LLC MAY ACCEPT OR REJECT SUBSCRIPTIONS IN ITS SOLE DISCRETION. THE OFFERING IS AVAILABLE ONLY TO
³$&&5(',7(',19(67256´$6'(),1('81'(55(*8/$7,21'81'(57+(6(&85,7,(6$&72)$6$0(1'('
In the event that a subscription offer is not accepted by the LLC, the subscription funds shall be returned to the subscriber, without
interest or deduction thereon.

Company Information
Up-to-date financial, market capitalization, news, insider trading and shareholder information is available at the following web
address: www.pinksheets.com under the symbol AEHI.
EXHIBITS AND FORMS TABLE OF CONTENTS
EXHIBIT
EXHIBIT NAME
LETTER
SUBSCRIPTION AGREEMENT A
SUBSCRIBER QUALIFICATION QUESTIONNAIRE B
OPERATING AGREEMENT C
SCHEDULE A
36
(;+,%,7³A´

SUBSCRIPTION AGREEMENT
37
Form of Subscription Agreement
SECURITIES SUBJECT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR
ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE LLC
RECEIVES AN OPINION OF COUNSEL TO THE OWNER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE LLC, THAT SUCH SECURITIES, OR INTEREST THEREIN, MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
REACTOR LAND DEVELOPMENT, LLC,

SUBSCRIPTION AGREEMENT FOR UNITS CONSISTING OF MEMBERSHIP INTERESTS IN THE LIMITED LIABILITY
COMPANY
April 30, 2010
To: The Managers of REACTOR LAND DEVELOPMENT, LLC.
Gentlemen:
1. Subscription.
(a) The undersigned (the "Subscriber") hereby subscribes to purchase directly from the LLC the number of Units consisting of
Membership Interests in Reactor Land Development, LLC., a Delaware limited liability company (the ³8QLWV´) with its principal office
located at 911 E. Winding Creek Dr., Suite 150, Eagle, ID 83616 (the "LLC") set forth on the signature page hereof upon the terms
and subject to the conditions set forth in this Subscription Agreement (the ³$JUHHPHQW´). This subscription offer may be rejected with
respect to the Subscriber, for any reason including without limitation, if (i) such Subscriber does not meet the suitability standards for
the offering of Units, or (ii) this Subscription Agreement is received by the LLC after expiration or such later date as established by
the LLC in its sole discretion. The Subscriber hereby subscribes for that number of Units consisting of Interests in the LLC at
$250,000 per Unit and a minimum of one (1) Unit, for a total purchase price as set forth on the signature page hereof. The Units
may aOVREHUHIHUUHGWRDVWKH³Securities´
(b) At the Closings with respect to those Units subscribed for hereby and accepted by the LLC, the LLC shall deliver to the
6XEVFULEHU D IXOO\ H[HFXWHG FRS\ RI WKLV $JUHHPHQW DORQJ ZLWK DQ LQVWUXFWLRQ WR WKH //&¶V Wransfer agent to issue a certificate
representing the number of Units subscribed for. If the LLC does not accept this subscription, in whole or in part, it will promptly
refund to the Subscriber, without deduction therefrom or interest thereon, any subscription payment received from the Subscriber
which was not accepted by the LLC.
(c) The Subscriber should return two (2) executed, completed copies of this Agreement (initialing the appropriate
representation by Subscriber in Section 3(a) of this Agreement) to the LLC at its address set forth above, accompanied by the
Subscriber's check in the amount of the purchase price for the number of Units subscribed for as set forth on the signature page
hereof payable in full by certified check or wire transfer made payable to the name of Reactor Land Development, LLC. Escrow
Account upon delivery of this Agreement to the LLC.
(d) The LLC strongly advises the Subscriber to review the LLC's business, properties and affairs before entering into this
Agreement or subscribing for the Securities.
(e) Each Subscriber understands that the LLC is a development stage company without any operating history, revenues
or income, that an investment in the Securities of the LLC is of a speculative nature involving a high degree of risk, and
that there is no assurance that the LLC will be able to implement its business plan, achieve its business objectives as
presented to the Subscribers, or achieve any level of operating revenues or income sufficient to enable the LLC to
continue as a going concern.
2. Conditions. This subscription is made subject to the following terms and conditions:
(a) The LLC may accept or reject this subscription in whole or in part. If the LLC does not accept this subscription, it shall
be deemed rejected in whole.
(b) The LLC shall have executed and delivered this Agreement, and all the representations and warranties set forth herein
shall have been true and correct when made and as of the Closing.
3. Subscriber Qualification. Each Subscriber acknowledges, represents and warrants that

(a) it has accurately completed a Confidential Investor/Subscriber Qualification Questionnaire (³4XHVWLRQQDLUH´) and delivered
such Questionnaire to the LLC.
(b) the LLC is relying on the completeness and accuracy of HDFK6XEVFULEHU¶VUHVSRQVHVWRWKH4XHVWLRQQDLUHIRUSXUSRVHVRI
qualifying each such Subscriber for and determining the suitability of an investment in the Units.
(c) If a natural person, the Subscriber is: a bona fide resident of the state contained in the address set forth on the signature page
of this Agreement as the Subscriber's home address; at least 21 years of age; and legally competent to execute this Agreement. If
an entity, the Subscriber is duly authorized to execute this Agreement and this Agreement constitutes the legal, valid and binding
obligation of the Subscriber enforceable against the Subscriber according to its terms.
4. Representations and Warranties of Subscribing Purchasers. The Subscribers severally represent and warrant as follows:
38
(a) The Subscriber has received, read carefully and is familiar with
x this Agreement,
x the Articles of Organization and Operating Agreement of the LLC,
x the Confidential Private Placement Memorandum dated April 30, 2010 and
x other materials delivered therewith.
Respecting the LLC, its business, plans and financial condition, the terms of this offering of and any other matters relating to this
offering: the Subscriber has received all materials and information which have been requested by the Subscriber; has had a
reasonable opportunity to ask questions of the LLC and its representatives; and the LLC has answered all inquiries that the
Subscriber or the Subscriber's representatives have put to it. The Subscriber has had access to all additional information necessary
to verify the accuracy of the information set forth in this Agreement and any other materials furnished herewith, and has taken all the
steps necessary to evaluate the merits and risks of an investment as proposed hereunder.
E7KH6XEVFULEHUDORQHRUWRJHWKHUZLWKVXFK6XEVFULEHU¶VSXUFKDVHUUHSUHVHQWDWLYHLVH[SHULHQFHGLQHYDOXDWLQJDQGLQYHVWLng
in newly organized development stage companies such as the LLC. The Subscriber alone or together with such SubscribeU¶V
purchaser representative has such knowledge and experience in financial and business matters to enable the Subscriber to
evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect thereto.
(c) The Subscriber DORQHRUWRJHWKHUZLWKVXFK6XEVFULEHU¶VSXUFKDVHUUHSUHVHQWDWLYH acknowledges and understands
the various risks of an investment in the Securities as proposed herein including the risks specifically set forth in the
Confidential Private Placement Memorandum dated October 1, 2008 and can afford to bear such risks, including, without
limitation, the risks of losing its entire investment. The Subscriber acknowledges, agrees and recognizes that, except as
expressly provided in Section 5 hereof, neither the LLC nor any of its Affiliates or agents or consultants have made any
representation or warranty concerning the LLC's financial results, upon which the Subscriber is relying in making its investment. The
Subscriber further acknowledges, agrees and recognizes that any cost estimates, projections, pro forma financial statements or
other predictions contained or referred to in this Agreement or in the information provided to the Subscriber or any of Subscriber's
agents or representatives were prepared for internal planning purposes only and are not and shall not be deemed to be
representations or warranties of the LLC, or any of their affiliates or agents or consultants. The Subscriber is investing solely based
upon the Subscriber's own independent analysis of the LLC's business and the historical financial information provided.
(d) The Subscriber is aware that none of the Securities have been registered under the Securities Act of 1933 (the ³$FW´), that the
Securities will be issued on the basis of the statutory exemption provided by Section 4(6) of the Act or Rule 506 of Regulation D
promulgated thereunder, or both, or another exemption under the Act relating to transactions by an issuer not involving any public
offering and under similar exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on
or submitted to any Federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the
LLC's reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. The Subscriber
acknowledges that the Subscriber has been informed by the LLC, or is otherwise familiar with, the nature of the limitations imposed
by the Act (and applicable state securities laws) and the rules and regulations thereunder on the transfer of securities. In particular,
the Subscriber agrees that no sale, assignment or transfer of any of the Securities shall be valid or effective, and the LLC shall not
be required to give any effect to such sale, assignment or transfer, unless (i) such sale, assignment or transfer is registered under
the Act (and applicable state securities laws), it being understood that the Securities are not currently registered for sale and that the
LLC has no obligation or intention to so register the Securities, except as contemplated hereunder or (ii) any of the Securities are
sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Act, it being understood
that Rule 144 is not available at the present time for the sale of the Securities, or (iii) such sale, assignment or transfer is otherwise
exempt from the registration under the Act (and applicable state securities laws). The Subscriber further understands that an opinion
of counsel and other documents may be required to transfer the Securities. The Subscriber acknowledges that the certificates
evidencing the Securities, if the Manager elects to issue certificates to evidence the Interests in the LLC, shall bear the following, or
a substantially similar legend, and such other legends as may be required by state blue-sky laws:
"The securities represented by this certificate have not been registered under the Securities Act of 1933 (the
$FW´), or any state securities laws and neither such securities nor any interest therein may be offered, sold,
pledged, assigned or otherwise transferred unless (1) a registration statement with respect thereto is effective
under the Act and any applicable state securities laws, or (2) the LLC receives an opinion of counsel to the
holder of such securities, which counsel and opinion are reasonably satisfactory to the LLC, that such
securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an
effective registration statement under the Act or applicable state securities laws."
$VVXPLQJWKDWWKH6XEVFULEHUV¶6HFXULWLHVDUHWUDQVIHUDEOHZLWKRXWUHVWULFWLRQXQGHUWKH$FWDQGRWKHUDSSOLFDEOHVHFXULWLHV laws, (i)

the Securities will be reissued to Subscribers without legends, and (ii) the LLC will not make any notation on its records or give
instructions to any transfer agent of the LLC to restrict transfers of the Securities.
(e) The Subscriber is acquiring the Securities for investment for its own account and not with the view to, or for resale in
connection with, any distribution thereof. The Subscriber understands that the Securities have not been registered under the Act, as
amended, or any applicable state securities laws by reason of specified exemptions from the registration provisions of the Act and
applicable state securities laws which depend upon, among other things, the bona fide nature of the Subscriber's investment intent
as expressed herein. The Subscriber hereby consents and agrees that the LLC may imprint on the Securities an appropriate legend
or notification to the effect that the Securities may be transferred only in compliance with applicable securities laws. The Subscriber
further consents and agrees that the LLC may give appropriate "stop order" instructions in this regard to any transfer agent for the
Securities.
(f) The Subscriber acknowledges that each of the Securities must be held indefinitely unless such Security is subsequently
registered under the Act and applicable state securities laws or an exemption from such registration is available. The Subscriber has
been advised or is aware of the provisions of Rule 144 promulgated under the Act, which permit limited resale of shares purchased
39
in a private placement subject to the satisfaction of certain conditions and that such Rule may not become available for resale of the
Securities.
(g) The Subscriber acknowledges that there is no public trading market for the Securities and that no trading market of any nature
for the Securities presently exists. It is uncertain that a more active market for the Securities will develop in the future, and that the
Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time.
(h) The Subscriber is acquiring the Securities for the Subscriber's own account for investment and not with a view to the sale or
distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of
such interest or granting participations therein.
(i) The Subscriber is not subscribing for the Securities because of or following any advertisement, article, notice or other
communication published in any newspaper, magazine or internet site or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation or a subscription by a person other than a representative of the LLC.
(j) The Subscriber is not relying on the LLC with respect to the tax and other economic considerations of an investment in the
Securities.
(k) The Subscriber acknowledges that the representations, warranties and agreements made by the Subscriber herein shall
survive the execution and delivery of this Agreement.
(l) All action (if any) on the part of the Subscriber necessary for the authorization, execution, delivery and performance by the
Subscriber of this Agreement has been taken, and this Agreement constitutes a valid and binding obligation of the Subscriber,
enforceable in accordance with its terms.
5. Representations and Warranties of the LLC. The LLC represents and warrants as follows:
(a) Due Incorporation. The LLC: (i) is a limited liability company duly organized and validly existing under the laws of Delaware;
(ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its
assets and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions
in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a
material adverse effect on the financial condition, operations or business of the LLC taken as a whole.
(b) Subsidiaries. The LLC has no subsidiaries and conducts its business solely through the LLC.
(c) No Conflicts. None of the execution and delivery of this Agreement, the consummation of the transactions herein
contemplated or the compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent
under any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or
any agreement or instrument to which the LLC is a party or by which it is bound or to which it is subject, or constitute a default under
any such agreement or instrument, or result in the creation or imposition of any lien upon any of the revenues or assets of the LLC
pursuant to the terms of any such agreement or instrument.
(d) Approval and Authority. The LLC has all necessary corporate power and authority to execute, deliver and perform its
obligations under this Agreement; the execution, delivery and performance by the LLC of this Agreement has been duly authorized
by all necessary action on its part; and the Units consisting of Interests in the LLC have been, and will be, validly issued, fully paid
and non-assessable when issued in accordance with this Agreement, free and clear of all liens and encumbrances.
(e) Enforceability. This Agreement has been duly executed and delivered on behalf of the LLC and constitutes the valid and binding
obligation of the LLC, enforceable in accordance with its terms.
(f) Consents. No authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory
authority or agency or any other person or entity are necessary for the execution, delivery or performance by the LLC of this
Agreement or for the issuance of the Units consisting of Interests in the LLC.
(g) No Judgments. The LLC is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition,
injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement or the
issuance, conveyance and sale of the Units pursuant to the terms hereof.
(h) No Litigation. There are no actions, investigations, demands, suits or proceedings pending or threatened against or affecting the
LLC, or affecting the rights of the LLC to enter into this Agreement or consummate the transactions contemplated hereby.
(i) Compliance With Laws. The LLC has complied with all applicable laws, statutes, codes, acts, ordinances, orders, judgments,
decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of governmental entities
except where failure to comply would not have a material adverse effect on the financial condition, operations or business of the
LLC taken as a whole.
(j) Taxes. The LLC has correctly prepared and filed all tax returns or reports that are required to have been filed in any jurisdiction,
and has timely paid in full all taxes due and payable with respect thereto except where failure to comply would not have a material
adverse effect on the financial condition, operations or business of the LLC taken as a whole.
(k) Exemption from Registration. In reliance on the investment representations made by the Subscribers contained herein, the offer,
issuance, sale and delivery of the Securities are exempt from the registration requirements of the Act and all applicable state
securities laws.
(l) Capital. As of the date hereof, without giving effect to the issuance of the Units consisting of Membership Interests in the LLC
under this Agreement or similar Subscriptions contemplated by the offering of Units, there are no issued and outstanding Units
consisting of Membership Interests in the LLC. There are no outstanding rights, options, warrants, conversion rights, preemptive
rights, rights of first refusal or similar rights for the purchase or acquisition from the LLC of any securities or Units consisting of
Membership Interests in the LLC, except as contemplated by the offering of Units. There are no agreements to which the LLC is a
party or, to the knowledge of the LLC, to which any Member of the LLC is a party, with respect to the voting or transfer of the Units
consisting of Membership Interests in the LLC except the Operating Agreement upon its adoption as contemplated by the Offering of
Units.
(m) The LLC acknowledges that the representations, warranties and agreements made by the LLC herein shall survive the
execution and delivery of this Agreement.
6. Investment Intent and Indemnity. The Subscriber hereby expressly covenants not to offer for sale or to sell any of the Securities,
or any interest therein, except in compliance with the Act, as amended, and other applicable securities laws and regulations or
pursuant to any available exemption therefrom. The Subscriber understands and agrees that transfer of any of the Securities shall
not be effected except upon a satisfactory demonstration by the Subscriber to counsel for the LLC that such transfer is to be
effected in compliance with applicable securities laws and regulations or pursuant to applicable exemptions therefrom and in
40
compliance with provisions of the Operating Agreement of the LLC. The Subscriber hereby agrees to indemnify the LLC, together
with its members and managers, for and against any and all liabilities, losses, damages and expenses (including reasonable
attorney fees) arising (directly or indirectly) from or in connection with any disposition of the Securities, or any interest therein, in
violation of (or allegedly in violation of) applicable securities laws or regulations, including all such expenses incurred in connection
with the defense against any such claim.
7.LLC Indemnity. The LLC shall indemnify, defend and hold harmless the Subscriber from and against all liabilities, losses, and
damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal fees and
expenses) based upon or arising out of any inaccuracy or breach by LLC of any representation and warranty or covenant contained
herein.
8. Conditions of the Agreement. The effectiveness of this Agreement and the consummation of the transactions contemplated
hereby are conditioned upon:
(a) the receipt by the Subscriber of the following documents, in form and substance satisfactory to the Subscriber:
(i) One copy of this Agreement, countersigned on behalf of the LLC; and
LL ,QVWUXFWLRQV WR WKH //&¶V WUDQVIHU DJHQW GXO\ DXWKRUL]HG DQG H[HFXWHG RQ EHKDOI RI WKH //& GLUHFWLQJ WKH
issuance of a certificate representing the Units consisting of Membership Interests in the LLC subscribed for, if
the Board of Managers elects to issue certificates to evidence the Membership Interests in the LLC.
(b) the receipt by LLC of the following documents, in form and substance satisfactory to the LLC:
(i) One copy of the Confidential Investor/Subscriber Qualification Questionnaire executed by the Subscriber and
(if applicable) the executed purchaser representative questionnaire and acknowledgement;
(ii) One copy of this Agreement, countersigned on behalf of the Subscriber; and
(iii) The written agreement of 6XEVFULEHUDQGLIDSSOLFDEOH6XEVFULEHU¶VVSRXVHLQIRUPVDWLVIDFWRU\WRWKH//&
agreeing to be bound by and to be admitted as a Member of the LLC and to DGRSWWKH//&¶V2SHUDWLQJ$JUHHPHQWDQG
the aggregate purchase price for the Units consisting of Membership Interests in the LLC.
(iv) Evidence of payment for the Units purchased by the Subscriber in the form of certified funds or by wire
transfer.
9. General.
(a) Notice. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed
by certified mail, return receipt requested, or by Federal Express, Express Mail or similar overnight delivery or courier service or
delivered by facsimile transmission to whom it is to be given, if to the LLC, at the address set forth on the first page hereof, if to the
Subscriber, at the address set forth on the signature page hereof, or in either case, to such other address or facsimile number as the
party shall have furnished in writing in accordance with the provisions of this Section 9(a). Notice to the estate of any party shall be
sufficient if addressed to the party as provided in this Section 9(a). Any notice or other communication given by certified mail shall
be deemed given at the time of certification thereof, except for a notice changing a party address which shall be deemed given at
the time of receipt thereof. Any notice given by other means permitted by this Section shall be deemed given at the time of receipt
thereof.
(b) Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the successors and
assigns of the LLC and the successors, assigns, heirs and personal representatives of the Subscriber. The Subscriber shall be
permitted to transfer the Securities to any party provided such transfer complies with applicable securities laws.
(c) Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
(d) Choice of Law; Jurisdiction; Venue. This Agreement has been negotiated and shall be consummated in the State of Delaware
and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of
conflicts of law. The parties hereto irrevocably consent to the non-exclusive jurisdiction of the courts of the State of Delaware and of
any Federal court located in such state in connection with any action or proceeding arising out of or relating to this Agreement, any
document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, or a breach of this
Agreement or any such document or instrument. In any such action or proceeding, each party hereto waives personal service of any
summons, complaint or other process and agrees that service thereof may be made in accordance with Section 9(a).
(e) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
(f) Entire Agreement; Oral Modification. This Agreement represents the entire agreement of the parties with respect to the subject
matter hereof, and all agreements entered into prior hereto are revoked and superseded by this Agreement, and no representations,
warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein and therein.
This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral
modification of this Agreement shall be void and of no effect.
(g) Subscription Termination. In the event any part of this subscription is not accepted for any reason by the LLC, or in the event
that the offering is terminated for any reason without issuance of all of the Securities, the related funds received from the Subscriber
will be returned as provided in Section 9(i) below.
(h) Attorneys Fees. In the event suit is brought (or arbitration instituted) or an attorney is retained by any party to this Agreement
to enforce the terms of this Agreement or to collect any moneys due hereunder, or to collect money damages for breach hereof, the
prevailing party shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney fees, court
costs, costs of investigation and other related expenses incurred in connection therewith.
(i) Return of Subscription. In the event that the LLC elects not to accept this subscription for any reason, the LLC shall return to
the Subscriber any funds advanced by the Subscriber in payment of the subscription price.
(j) Additional Documents. The LLC and each Subscriber agrees to provide such information and to execute and deliver such
documents as may be reasonably necessary to effect the transactions contemplated hereunder or helpful to comply with any and all
laws and regulations to which this transaction is subject.
[THE FOLLOWING 2 PAGES ARE SIGNATURE PAGES]
41
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year this
Subscription has been accepted by the LLC as set forth below.
IMPORTANT: SUBSCRIBER MUST COMPLETE THE CONFIDENTIAL INVESTOR/SUBSCRIBER

QUALIFICATION QUESTIONNAIRE BEFORE THE LLC WILL CONSIDER THIS SUBSCRIPTION
SUBSCRIBER: Aggregate Purchase Price of Units Being

Purchased:
__________________________________ $_____________________________
[Print name]
By: _______________________________
[Signature]
Name: ____________________________
Title: _____________________________
Social Security Number/Taxpayer Identification Number:
________________________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________
Telephone: __________________________ Fax: _______________________________
E-mail: _____________________________
If the Units will be held as joint tenants, tenants in common, or community property, please complete the following:
________________________________________________________________________
Print Name of spouse or other co-subscriber
________________________________________________________________________
Signature of spouse or other co-subscriber
________________________________________________________________________
Social Security Number of co-subscriber
________________________________________________________________________
VERY IMPORTANT: Print exact title in which Units will be held and should be issued by the LLC upon acceptance of
this Subscription Agreement
42
ACCEPTED BY LLC:
REACTOR LAND DEVELOPMENT, LLC,

By: __________________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________
43
(;+,%,7³B´

SUBSCRIBER QUALIFICATION QUESTIONNAIRE
44
Form of Confidential Investor/Subscriber Qualification Questionnaire
CONFIDENTIAL INVESTOR/SUBSCRIBER QUALIFICATION QUESTIONNAIRE
Name of Subscriber: _____________________________
The offer and sale of Units consisting of Membership Interests (the "Interests") in Reactor Land Development,
LLC., a Delaware limited liability company (the "LLC"), are not being registered under the Securities Act of 1933, as
amended (the "Act") or qualified under state securities laws, in reliance upon exemptions from such registration and
qualification requirements for transactions not involving any public offering. Information supplied through this
Questionnaire will be used to ensure compliance with the requirements of such exemptions.
The undersigned Subscriber represents and warrants to the LLC that:

(a) The information contained herein is complete and accurate and may be relied upon by the LLC; and
(b) Subscriber will notify the Manager of the LLC immediately of any material change in any of such information
occurring prior to the acceptance or rejection of the Subscriber's subscription for Units consisting of Membership
Interests in the LLC.
INSTRUCTIONS:
This Questionnaire concerns only those Investors who are "accredited," as that term is defined and
construed pursuant to Regulation D under the Act. Initial those categories for which you qualify. In the event
you have a Purchaser Representative who is evaluating the merits and risks of an investment in the Interests
with you, please have such person complete the Purchaser Representative Questionnaire at the end of this
document.
IF THE INVESTOR IS A PARTNERSHIP, PLEASE ATTACH AN EXECUTED COPY OF THE PARTNERSHIP

AGREEMENT AND ALL AMENDMENTS THERETO.
IF THE INVESTOR IS A CORPORATION, PLEASE ATTACH A COPY OF THE ARTICLES OF

INCORPORATION AND A BOARD OF DIRECTORS RESOLUTION (CERTIFIED BY THE SECRETARY OF THE
CORPORATION) AUTHORIZING THIS INVESTMENT.
IF THE INVESTOR IS A TRUST, PLEASE ATTACH A COPY OF THE TRUST AGREEMENT AND ALL
AMENDMENTS THERETO.
PART I. ACCREDITED INVESTORS
1. FOR INDIVIDUAL INVESTORS ONLY:
Initial I certify that I have an individual net worth, or my spouse and I have a combined net worth, in excess
of $1,000,000. For purposes of this Questionnaire, "net worth" means the excess of total assets at fair
a. _______ market value (excluding principal residence, but may include home furnishing, and automobiles)
over total liabilities.
Initial I certify that I had individual income, exclusive of any income attributable to my spouse, of more
than $200,000 in the two calendar years preceding the calendar year in which this Questionnaire is
b. _______ Submitted, and I reasonably expect to have an individual income in excess of $200,000 during the
current calendar year.
Initial I certify that my spouse and I had joint income of more than $300,000 in the two calendar years
preceding the calendar year in which this Questionnaire is submitted, and reasonably expect to have
c. _______ joint income in excess of $300,000 during the current calendar year.
45
2. FOR CORPORATIONS, BUSINESS TRUSTS, OR PARTNERSHIPS:
Initial Subscriber certifies that it was not formed for the specific purpose of acquiring the Interests and that
Subscriber has total assets in excess of $5,000,000.
d. _______
Initial Subscriber certifies that all of its equity owners are accredited investors under either 1(a) above (i.e.,
$1,000,000 net worth) or 1(b) or 1(c) above (i.e., $200,000 individual or $300,000 joint income).
e. _______ Please list below the names of all equity owners and the manner in which they qualify (check
applicable category).
Check the Applicable Column
Names of All Equity $1,000,000 Net Worth $200,000 (individual) or $300,000

Owners (joint) Minimum Income
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
3. FOR TRUSTS:
Initial The undersigned financial institution certifies that it is (i) a bank, savings and loan association, or
other regulated financial institution; (ii) acting in its fiduciary capacity as trustee; and (iii) subscribing
f. ________ for the purchase of the Interests on behalf of the subscribing trust.
Initial The undersigned certifies that the subscribing trust has total assets in excess of $5,000,000, and that
the person making the investment decision on behalf of the trust has such knowledge and experience
g. _______ in financial and business matters that he is capable of evaluating the merits and risks of an investment
in the Interests.
Initial The undersigned certifies that it is a revocable trust that may be amended or revoked at any time by
the grantors thereof, and all of the grantors are accredited investors under either 1(a) above (i.e.,
h. _______ 1,000,000 net worth) or 1(b) or 1(c) above (i.e., $200,000 individual or $300,000 joint income).
Please list below the names of all grantors.
Names of All $1,000,000 Net Worth $200,000 (individual) or $300,000

Grantors (joint) Minimum Income
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
_______________ (________) (________)
4. FOR EMPLOYEE BENEFIT PLANS (INCLUDING KEOGH PLANS):
Initial The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the decision to invest in the LLC was made by a
i. ________ plan fiduciary (as defined in Section 3 (21) of ERISA), which is either a bank, savings and loan
association, insurance company, or registered investment adviser. Please state the name of such plan
fiduciary:________________________________________
Initial The undersigned is an employee benefit plan within the meaning of ERISA and has total assets in
excess of $5,000,000.
46
j. _______
Initial The undersigned is an employee benefit plan within the meaning of ERISA, the plan is self-directed,
and the investment decision is being made by a plan participant who is an accredited investor under
k. _______ either 1(a) above (i.e., $1,000,0001,000,000 net worth) or 1(b) or 1(c) above (i.e., $200,000
individual or $300,000 joint income).
Please list below the names of all such participants.
Names of All $1,000,000 Net Worth $200,000 (individual) or $300,000

Participants (joint) Minimum Income
____________ (________) (________)
____________ (________) (________)
____________ (________) (________)
____________ (________) (________)
____________ (________) (________)
____________ (________) (________)
5. FOR INDIVIDUAL RETIREMENT ACCOUNTS:
Initial The undersigned hereby certifies that the beneficiary thereof is an accredited investor under either (a)
above (i.e., $1,000,000 net worth) or (b) or (c) above (i.e., $200,000 individual or $300,000 joint
l. _______ income).
6. FOR 501(c)(3) ORGANIZATIONS:
Initial The undersigned hereby certifies that it is an organization described in section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the
m. _______ Interests, with total assets in excess of $5,000,000.
DATED: ______________________, 2010

SIGNATURE FOR PARTNERSHIP
SIGNATURE FOR TRUST, CORPORATION
INDIVIDUAL SUBSCRIBER OR OTHER ENTITY
______________________
____________________
(Signature) (Print Name of Subscriber)
______________________ By: _________________

(Print Name of Subscriber) (Signature)
______________________ ____________________
(Signature of Joint Subscriber, (Print Name of Person Signing)
if any)
______________________ ____________________
(Print Name of Joint Subscriber, (Title)
if any)
47
(;+,%,7³C´
OPERATING AGREEMENT
OF
A DELAWARE LIMITED LIABILITY COMPANY
This Operating Agreement (the "Agreement") is made and entered into effective as of the 1st day of April 30, 2010 by
and among Idaho Energy Complex Corporation, a wholly owned subsidiary of Alternate Energy Holdings, Inc., as Manager and a
Member and those individuals or entities listed on Schedule A and executing this Agreement as Members either individually or by a
duly appointed attorney-in-fact, as Schedule A may be amended from time to time to include others who join this Agreement by
separate consent and joinder, each of whom is sometimes hereinafter designated "Member" and all of whom are sometimes
hereinafter designated collectively "Members." In consideration of the mutual promises, covenants and conditions hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of which the Members acknowledge, the Members enter
into this Operating Agreement of Reactor Land Development, LLC as follows:
ARTICLE I.
DEFINITIONS
The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided
herein);
(a) "Capital Account" as of any given date shall mean the Capital contribution to the LLC by a Member as adjusted
up to the date in question pursuant to Article VIII.
(b) "Capital Contribution" shall mean any contribution, in cash or real property, to the capital of the LLC made by a
Member, whenever contributed. "Initial Capital Contribution" shall mean the initial contribution to the capital of the LLC pursuant to
this Agreement.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of
subsequent superseding federal revenue laws.
(d) "Delaware Act" shall mean the Delaware Limited Liability Company Act, et seq.
(e) "LLC" shall refer to Reactor Land Development, LLC.
(f) "Distributable Cash" shall mean all cash, revenues and funds received by the LLC from LLC operations, less
the sum of the following to the extent paid or set aside by the LLC: (i) all principal and interest payments on indebtedness of the LLC
and all other sums payable to lenders; (ii) all expenditures incurred in the operation of the LLC's business; (iii) such cash reserves
as the Manager(s) deems, in his or her sole discretion, appropriate to the proper operation of the LLC's business.
(g) "Entity" shall mean any general partnership, limited partnership, limited liability company, corporation, joint
venture, trust, business trust, cooperative or association.
(h) "Fiscal Year" shall mean the LLC's fiscal year, which shall be the calendar year.
(i) "Interest" shall mean the percentage of ownership interest in the LLC for each Member pursuant to Article VIII,
Section 8.01, of this Agreement.
(j) "Manager" shall initially mean Idaho Energy Complex Corporation, a wholly owned subsidiary of Alternate
Energy Holdings, Inc., a Nevada corporation, member. Following the first annual meeting of the LLC, "Manager" shall mean the
person or persons of the LLC to manage it pursuant to the Delaware Limited Liability Company Act. Until changed pursuant to the
terms of this Agreement, there shall be one Manager. References to the Manager(s) in the singular or as him, her, it, itself, or other
48
like references shall also, where the context so requires, be deemed to include the plural or the masculine or feminine reference, as
the case may be.
(k) "Member" shall mean each party who executes this Agreement or any counterpart thereof, as a Member and
each of the parties who may hereafter become additional or substituted Members.
(l) "Agreement" shall mean this Agreement as originally executed and as amended from time to time.
(m) "Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives,
successors, and assigns of such "person" where the context so admits.
(n) "Property" shall mean any limited liability company assets, tangible or intangible.
(o) "Substitute Member" shall mean any Person or Entity who or which is admitted to all of the rights of a Member
who has died or transferred and assigned part or all an interest in the LLC with the approval of all of the Members or as otherwise
provided herein. The Substitute Member has all the rights and powers and is subject to all the restrictions and liabilities of his
assignor. The substitution of the assignee does not, by itself, release the assignor from liability to the LLC.
ARTICLE II
FORMATION OF LLC
2.01 Formation. On September 28, 2007, the Members formed a Delaware Limited Liability Company under and
pursuant to the Delaware Limited Liability Company Act.
2.02 Name. The name of the LLC is Reactor Land Development, LLC.
2.03 Principal Place of Business. The principal place of business of the LLC within the State of Idaho shall be 911 E.
Winding Creek Dr., Suite 150, Eagle, ID 83616. The LLC may locate its places of business and registered office at any other place
or places as the Manager from time-to-time deems advisable.
2.04 Registered Office and Registered Agent. The LLC's registered office in Delaware shall be 2711 Centerville Road,
#400, Wilmington, Delaware 19808, and the name of its initial registered agent at such address shall be Corporations Services
Company.
2.05 Term. The term of the LLC shall be thirty (30) years from the date of filing of the LLC's Articles of Organization with
the Secretary of State of the State of Delaware, unless the LLC is earlier dissolved in accordance with either the provisions of this
Agreement or the Delaware Limited Liability Company Act. Any dissolution or the LLC in contravention of this Agreement shall be a
material breach of this Agreement.
ARTICLE III.
BUSINESS OF LLC
3.01 Permitted Businesses. The business of the LLC shall be to develop energy facilities in Idaho, by acquiring and
developing sites suitable for nuclear reactors and obtaining licenses for their construction and operation and such other Business as
is legally authorized under Delaware Law and to do all acts incident to such purposes, all with a view to the production of profits.
ARTICLE IV.
NAMES AND ADDRESS OF MEMBERS
The names and addresses of the initial Members are as follows:
1. Idaho Energy Complex Corporation, a wholly owned subsidiary of Alternate Energy Holdings, Inc., 911 E. Winding Creek
Dr., Suite 150, Eagle, ID 83616.
49
ARTICLE V.
RIGHTS AND DUTIES OF MANAGER
5.01(a) Management. The business and affairs of the LLC shall be managed by its designated Manager, set forth in
Article I(j) above, subject to a change in the number of managers as set forth in Section 5.02. Such Manager shall direct, manage
and control the business of the LLC to the best of its ability and, subject to the limitations contained in this Agreement, the Manager
has the complete authority to do any and all things with the complete authority to do any and all things which the Manager shall
deem to be in the best interests of the LLC.
5.01(b) Compensation: Manager shall be paid for services to the Limited Liability Company , as approved by the
directors, and be reimbursed for any out-of-pocket expenses from the Offering G&A.
5.02 Number, Tenure and Qualifications. The number of Managers of the LLC shall be fixed from time to time by the
affirmative vote of the Members holding a majority of the LLC's Units. Initially, there shall be one Manager. The initial Manager shall
serve until successors shall be elected and qualified. The Manager shall hold office until the next annual meeting of Members or
until a successor shall have been elected and qualified. The Manager shall be elected by the affirmative vote of Members holding a
majority of the LLC's Units. The parties acknowledge that, in the event that Members holding a majority of the LLC's Units cannot
agree upon the election of the Manager at the annual meeting of Members, then the Manager then in office shall continue to serve
until a successor shall be elected and qualified.
5.03 Certain Powers of Manager(s). Subject to the rights and powers vested in the other Members by law and subject to
the restrictions as are hereinafter set forth, the Manager shall have the power and authority, for and on behalf of the LLC to manage
the business of the company and to commit, encumber and obligate the LLC pursuant to the real property contract proposed and
enter into and execute on the LLC's behalf all contracts and instruments which he deems, in his reasonable discretion, advisable
and appropriate to discharge such purpose and pay all expenses and make all debt service payments of the LLC on a timely basis.
Manager may enter into any contract or agreement, or disburse funds in the ordinary course of business.
5.04 Restriction on Powers of Manager. Notwithstanding the foregoing, without the affirmative vote of Members holding a
majority of Interests in the LLC(or as otherwise specifically set forth in this Agreement), the Manager shall not be authorized to (a)
enter into any contract or agreement to borrow funds, or to encumber the LLC or the assets of the LLC; (b) to affect a bulk the sale
RISDUWRUDOORIWKH//&
V3URSHUW\RUDVVHWVFDPHQGWKLV$JUHHPHQWGXVLQJWKH//&¶VIXQGVIRUDQ\SXUSRVHRWKHUWKDn the
stated purpose of the LLC set forth in Article III; (e) selling, exchanging, conveying, transferring or otherwise disposing of all or
substantially all of the LLC's assets, LQFOXGLQJ WR 0HPEHUV RU 0HPEHU¶V $IILOLDWHV RWKHU WKDQ IRU HVWDWH SODQQLQJ SXUSRVHV I
causing the LLC to merge or consolidate with or into any other entity, unless the LLC and/or the LLC's Members own 80% or more
of such other entity immediately after such merger or consolidation; (g) approving capital call requirements and after all capital
requirements of the LLC are satisfied, admitting new members, unless such admittance is for estate planning purposes and
authorizing the issuance of new Interests; or (h) the termination of this Agreement, or the dissolution, liquidation, or winding up of
the LLC.
5.05 Liability for Certain Acts. The Manager(s) shall exercise its business judgment in managing the business operations
and affairs of the LLC. Unless fraud, deceit, gross negligence, willful misconduct or a wrongful taking shall be proved by a
nonappealable court order, judgment, decree or decision, a Manager shall not be liable or obligated to the Members for any mistake
of fact or judgment or for the doing of any act or the failure to do any act by the Manager(s) in conducting the business operations
and affairs of the LLC, which may cause or result in any loss or damage to the LLC or its Members. A Manager does not, in any
way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the LLC. A
Manager shall not be responsible to any Member because of a loss of their investment or a loss in operations, negligence, unless
the loss shall have been the result of fraud, deceit, gross negligence, willful misconduct or a wrongful taking by a Manager proved
as set forth in this Section. A Manager shall incur no liability to the LLC or to any of the Members as a result of engaging in any
other business or venture.
5.06 Manager(s) - No Exclusive Duty to LLC. A Manager shall not be required to manage the LLC as his or her sole and
exclusive function and he or she (or any Manager) may have other business interests and may engage in other activities in addition
to those relating to the LLC as long as such activities do not compete directly with those of the LLC. However, this Section 5.06 shall
not relieve the Manager of a duty of good faith, a duty to use best efforts in the execution and performance of duties and the
fiduciary duty to the LLC. Neither the LLC nor any Member shall have any right, by virtue of this Agreement, to share or participate
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in such other investments or activities of the Manager(s) or in the income or proceeds derived therefrom.
5.07 Bank Accounts. Manager may from time to time open bank accounts in the name of the LLC, and the Manager shall
be the signatories thereon, unless the Manager determines otherwise.
5.08 Indemnity of the Manager(s). The Manager(s) shall be indemnified by the LLC under the following circumstances
and in the manner and to the extent indicated:
(a) In any threatened, pending or completed action, suit or proceeding to which a Manager was or is a party or is
threatened to be made a party by reason of the fact that it is or was a Manager of the LLC (other than an action by or in the right of
the LLC) involving an alleged cause of action for damages arising from the performance of activities on behalf of the LLC, the LLC
shall defend and indemnify such Manager against expenses, including attorneys' fees and court costs, judgments and amounts paid
in settlement, actually and reasonably incurred in connection with such action, suit or proceeding, if the Manager(s) acted in good
faith and in a manner reasonably believed to be in or not opposed to the best interests of the LLC, provided that the conduct has not
been found by a non-appealable court judgment, order, decree or decision to constitute fraud, deceit, gross negligence, willful
misconduct, a wrongful taking, or a breach of fiduciary obligations to the LLC or the Members. The termination of any action, suit or
proceeding by judgment, order, or settlement shall not, of itself, create a presumption that the Manager(s) did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the LLC.
(b) To the extent the Manager(s) has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Subsection (a) above, or in defense of any claim, issue or matter therein, the LLC shall defend and
indemnify the Manager(s) against the expenses, including reasonable attorneys' fees and court costs, actually and reasonably
incurred in connection therewith.
(c) The indemnification set forth in this Section shall in no event cause the Members to incur any liability beyond
their total Capital Contributions plus their share of any undistributed profits of the LLC, nor shall it result in any liability of the
Members to any third party.
5.09 Resignation. A Manager of the LLC may resign at any time by giving written notice to all Members of the LLC and by
receiving prior written authorization from Members holding a majority of the LLC's Units. The resignation by a Manager without
receiving such written authorization shall be a breach of this Agreement by such Manager, and the LLC and/or the other Members of
the LLC shall be entitled to seek any and all remedies available at equity or in law against the Manager.
5.10 Removal. A Manager may be removed from his position as Manager of the LLC by the affirmative vote of Members
entitled to vote and holding a majority of the Units in the LLC. For the purposes of such a vote, any Manager who is also a Member
shall not be entitled to vote its interest.
Upon removal of the Manager, the Members (other than the Manager if the Manager is also a Member) shall by vote of a
majority of such Members appoint an interim Manager to assume the duties of the Manager and the installation of a new Manager to
undertake the responsibilities of the Manager.
The removal of any Manager who is also a Member shall be a breach of this Agreement by such Manager, and the LLC
and/or the other Members of the LLC shall be entitled to seek any and all remedies available at equity or in law against the
Manager.
5.11 Vacancies. A Manager elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in
office and shall hold office until the expiration of such term and until his or her successor shall be elected and shall qualify or until his
or her earlier death, resignation or removal. A Manager chosen to fill a position resulting from an increase in the number of Manager
shall hold office until the next annual meeting of Members and until his or her successor shall be elected and shall qualify, or until
his or her earlier death, resignation or removal.
5.12 Insider Employment. The fact that a person or Entity is a Member or is employed by or is directly or indirectly
interested in or connected with any Member or any person or Entity employed by the LLC to render any service or from whom the
LLC may buy services (an "Affiliate") shall not prohibit the Manager from employing or dealing with such person or Entity; provided,
however, that any contract, employment or arrangement with such person or Entity shall be on an arms-length basis, disclosed to
the other Members, approved by Members owning a majority of the interest in the LLC, and shall be fair and reasonable.
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ARTICLE VI.
RIGHTS AND OBLIGATIONS OF MEMBERS
6.01 Limitation of Liability. Each Member's liability shall be limited as set forth in the Delaware Limited Liability Company
Act and other applicable law.
6.02 LLC Debt Liability. A Member will not personally be liable for any debts or losses of the LLC beyond his or her
respective Capital Contributions, except as provided by Delaware law.
6.03 Additional Capital Contribution. No Additional Capital Contributions shall be permitted or required of Members under
any circumstances
6.04 List of Members. Upon written request of any Member, the Manager(s) shall provide a list showing the names,
addresses and Interests of all Members in the LLC. Subject to the Delaware Limited Liability Act and upon reasonable request, each
Member shall have the right, during ordinary business hours, to inspect and copy such LLC documents at the Member's expense.
6.05 Compensation of Members. There shall be no compensation of Members, for salaries or services, except out of
pocket expenses shall be reimbursed. This section may not be amended except upon unanimous vote of the Members. This shall
not however preclude Managers participation in the Profit Allocation as set forth in Article 9.
ARTICLE VII.
MEETINGS OF MEMBERS
7.01 Annual Meeting. The annual meeting of the Members shall be held on April1st (or if on a weekend, on the next
successive business day) each year at 10:00 a.m., or on such other date or time as shall be determined by resolution of the
Members, commencing with the year of 2010, for the purpose of the transaction of such business as may come before the meeting.
7.02 Special Meeting. Special meeting of the Members for any purpose or purposes, unless otherwise prescribed by
statute, may be called by any Manager or by any one Member.
7.03 Place of Meeting. The Members calling the meeting, or the Manager in case of the annual meeting may designate
any place in the City of Boise, Idaho or such other place as the Members may unanimously agree, as the place of meeting for any
meeting of the Members. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the
principal listed address of the LLC in the State of Delaware.
7.04 Record Date. For the purpose of determining Members entitled to notice or to vote at any meeting of Members or
any adjournment thereof, or Members entitled to receive payment of any distribution, or in order to make a determination of
Members for any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution declaring such
distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to
any adjournment thereof.
7.05 Quorum. Members holding a majority of Interests in the LLC's, represented in person or by proxy, shall constitute a
quorum at any meeting of Members. In the absence of a quorum at any such meeting, Members holding at least a majority of
Interests in the LLC may adjourn the meeting from time to time, for a period not to exceed sixty (60) days without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. The Members present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal during such meeting of that percentage of Units whose absence
would cause less than a quorum.
7.06 Manner of Acting. Except as otherwise specifically provided in this Agreement, if a quorum is present, the affirmative
vote of Members holding a majority of the LLC's Units, shall be the act of the Members. In the event any proposed action requires
unanimous consent of the members, as otherwise specified in this agreement, such action may not occur without such unanimous
consent.
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7.07 Proxies. At all meetings of Members, a Member may vote in person or by proxy executed in writing by the Member
or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Manager(s) of the LLC before or at the time of the
meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
7.08 Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may
be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by each
Member entitled to vote and delivered to the Manager(s) of the LLC for inclusion in the minutes or for filing with the LLC records.
Action taken under this Section 7.10 is effective when all Members entitled to vote have signed the consent, unless the consent
specifies a different date. The record date for determining Members entitled to take action without a meeting shall be the date the
first Member signs a written consent.
7.09 Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing signed by the
person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.
7.10 Voting. The Members holding Interests shall possess sole voting rights with respect to the LLC, unless otherwise
provided by the Delaware Limited Liability Company Act. The percentage vote to which a Member holding Interests shall be entitled
shall be the fraction the numerator of which is the Percentage Interest which the Member holds and the denominator of which is the
aggregate percentages held by all Members.
7.11 Committees. The Members may establish one or more committees, including an executive committee, to advise and
support the Manager.
ARTICLE VIII.
CONTRIBUTIONS TO THE LLC AND CAPITAL ACCOUNTS
8.01 Members' Capital Contributions(DFK0HPEHUVKDOOFRQWULEXWHVXFKDPRXQWDVLVVHWIRUWKLQ6FKHGXOH³$´KHUHWRDV

its share of the Initial Capital Contribution and the property (net of liabilities assumed or to which is property is subject) contributed (
or deemed contributed under the code) by the member to the Limited Liability Company.
8.02 Capital Accounts.
(a) A separate Capital Account shall be maintained in the name of each Member. Initially each Member's Capital Account
shall be credited with the cash amount of his or her Initial Capital Contribution.
(b) The Capital Account of each Member shall thereafter be increased by:
(1) The amount of any profits or separately stated items of income or gain allocated to such Member
pursuant to this Agreement; and
(2) The amount of any of the LLC's liabilities that are assumed by such Member or that are secured by
any of the LLC's real property distributed to such Member, except to the extent that such liabilities reduce or limit the Capital
Account debit under Section 8.02 (c) (2) below.
(3) The Members allocable share of income and gain exempt from federal income taxes.
(4) Any money and the agreed value of property (net of any liabilities assumed or to which the property is
subject) subsequently contributed ( or deemed contributed under the Code) to the Limited Liability Company.
(c) The Capital Account of each Member shall be decreased by:
(1) The amount of any LLC loses or any separately stated items of deduction of loss allocated to such
Member pursuant to this Agreement.
(2) The amount of all cash distributions and the fair market value of property distributions (net of liabilities
assumed by such Member and liabilities to which the distributed property is subject) to such Member.
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(3) The amount of any liabilities of such Member that are assumed by the LLC or that are secured by
property contributed by such Member to the LLC, except to the extent that such liabilities reduce or limit the Capital Account credit
under Section 8.02 (b) (1) above.
(d) For purposes of this Section, any unrealized appreciation or decline in value with respect to assets distributed in
kind shall be allocated among the Members in accordance with the provisions of Article IX of this Agreement, as though such assets
had been sold for their fair market value on the date of distribution, and the Members' Capital Accounts shall be adjusted to reflect
both the deemed realization of such appreciation or decline in value and the distribution of such property.
(e) If a Member's Interest is sold, exchanged or otherwise transferred, the Capital Account of the transferee shall
be the same as the Capital Account of the transferor Member immediately before the transfer, unless the Manager(s) shall
determine otherwise.
(f) A loan made by a Member to the LLC shall not be considered a contribution to be credited to the Capital
Account of the Member. Such borrowing shall bear interest at the rate specified in the promissory note. Such interest shall be
FRQVLGHUHGDQH[SHQVHRIWKH/LPLWHG/LDELOLW\&RPSDQ\DQGVKDOOQRWEHFKDUJHGDJDLQVWWKH0HPEHU¶V(TXLW\$FFRXQW
(g) The foregoing and other provisions of this Agreement relating to the maintenance of Capital Accounts are
intended to comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with
such Regulations. If the Members shall determine that it is prudent to modify the manner in which the Equity accounts are computed
in order to comply with regulation, the Members may make the modification, provided it is not likely to have a material effect on the
amounts distributed to any Member pursuant on the dissolution of the Limited Liability Company. The Members acknowledge that in
certain instances their Equity Account balance may differ from the income tax basis for their units.
(h) The LLC shall not pay any interest to a Member on such Member's Capital Contributions to the LLC. Nothing
herein provided shall prevent or prohibit the accrual and payment of interest by or to a Member, the LLC or third parties for loans.
8.03 Withdrawals or Reduction of Member's Contributions to Capital.
(a) A Member shall not receive out of the LLC's property any part of the LLC's contributions to capital until all
liabilities of the LLC, except to Members on account of their contributions to capital, have been paid or there remains property of the
LLC sufficient to pay them.
(b) No Member shall have the right to withdraw any part of his or her Initial Capital Contributions except (i) with the
consent of the Manager(s), or (ii) except as otherwise specifically permitted pursuant to the terms of this Agreement. Under
circumstances requiring a return of a Member's Capital Contributions, no Member shall have the right to receive Property other than
cash unless all Members agree thereto. In the case of distributions in liquidation of the LLC, the Manager(s) may, in his or her sole
discretion, make distribution in kind and may compel any Member to accept a distribution in kind, including the distribution of a
percentage of an asset, provided that the Manager shall have a duty of impartiality with respect to such distributions in liquidation.
No Member shall have priority over any other Member as to return of his or her Capital Contribution(s) or as to distributions, except
as otherwise provided in the Agreement. Each Member shall look solely to the assets of the LLC for the return of his or her Capital
Contribution(s), and if the assets of the LLC are insufficient to return a Member's Capital Contribution(s), such Member shall have no
recourse against any other Member for that purpose. No Member shall be required to restore to the LLC or to any of the Members
the amount of the deficit balance, if any, in such Member's Capital Account, and neither the LLC nor such other Members shall have
any claim against a Member to restore a Capital Account deficit or to require additional contributions or payments to equalize or
proportionalize the Member's Capital Accounts.
ARTICLE IX.
ALLOCATIONS, INCOME TAX, ELECTIONS, AND REPORTS AND DISTRIBUTIONS
9.01 Allocations of Profits and Losses. Each non-Manager Member shall share in LLC profits and losses and items of
income, gain, loss, deduction and credit, pro rata, based upon 100% Interest in the LLC, up to the point in time at which each non-
PDQDJHUPHPEHUKDVUHFHLYHGFDVKGLVWULEXWLRQVHTXDOWRVXFKPHPEHU¶VLQitial capital contribution, (deemed a return of capital), as
may have been adjusted under 8.02 (b) above. At such point, any profits or losses, thereafter, shall be allocated 20% to the
manager and 80% collectively to all of the other members of the LLC, whether upon income, or incremental or bulk sales of the LLC
54
property.
9.02 Qualified Income Offset. Notwithstanding any other provision of this Agreement to the contrary, if, with respect to
any taxable year of the LLC, a Member receives an unexpected adjustment, allocation or distribution of the type described in
Section 1.704-1(b) (2) (ii) (d) (4), (5) or (6) of the Regulations under Section 704 of the Code that results in such Member's Capital
Account having a negative balance, gross income and the amount realized on the disposition of LLC real property for such taxable
year and all subsequent taxable years shall be allocated to such Member in an amount necessary to eliminate such negative
balance in such Member's Capital Account as quickly as possible. The provisions of this Section 9.02 are intended to constitute a
"qualified income offset" within the meaning of Section 1.704-1 (b) (2) (ii) (d) (3) of the Regulations under Section 704 of the Code
and shall be construed in accordance with such intention.
9.03 Minimum Gain Chargeback. Beginning in the first taxable year in which there are "nonrecourse deductions" or a
distribution is made of proceeds of a nonrecourse liability that are allocable to an increase in the minimum gain of the LLC, as
determined under the rules of Section 1.704-1T(b) (4) (iv) (e) of the Regulations under Section 704 of the Code, or any successor
provision, and thereafter throughout the full term of the LLC's existence, and "minimum gain chargeback" rules of Section 1.704-
1T(b) (4) (iv) (e) of the Regulation under Section 704 of the Code, or any successor provisions, shall apply with respect to the
allocation of all LLC items in such year(s). If there is a net decrease during a taxable year of minimum gain attributable to Member
nonrecourse debt within the meaning of Section 1.704-1T(b) (4) (iv) (h), or any successor provisions, then the chargeback rules of
Section 1.704-1T(b) (4) (iv) (h), or any successor provision shall apply.
9.04 Required Distributions. In the event the LLC realizes net income in any calendar year, the Members shall be entitled
to a distribution from the LLC from distributable cash in an amount equal to the net income less all debt service payments required
by debt obligations, allocable to such Members in the same proportions as profits and losses of the LLC are allocated among the
Member pursuant to the provisions of Article IX, Section 9.01. The LLC shall make such distributions on or before December 31 of
each calendar year. The LLC shall make cash distributions in amount equal to the estimated tax liability (estimated at 33% of
DOORFDEOHQHWLQFRPHWRFRYHUHDFKPHPEHU¶VWD[OLDELOLW\LQDQ\\HDULQZKLFKWKH//&UHFHLYHVQHWLQFRPH
In the event of sale of substantially all of the real property of the LLC, the LLC shall distribute as a final distribution all distributable
cash within 60 days after such sale.
9.05 Distributions. Distributions of "Distributable Cash" (other than required distributions under Section 9.04) shall be
made to the Members as follows: first to the Members, as a return of capital, and, thereafter, as profits and losses of the LLC are
allocated among the Members pursuant to the provisions of Article IX, Section 9.01. The Manager(s) shall make such distributions
at such times, in such manner and in such amounts as shall be determined by the affirmative vote of Members holding at least a
majority of the LLC's Units.
9.06 Limitation on Distribution. Notwithstanding the foregoing, no distribution shall be declared and paid unless, after the
distribution is made, the assets of the LLC are in excess of all liabilities of the LLC, except liabilities to Members on account of their
Capital Contributions.
9.07 Accounting Principles. Profits and losses of the LLC shall mean net income or net loss, respectively, of the LLC, as
determined for federal income tax purposes, under the cash receipts and disbursements method of accounting. Separately stated
items include those items of income, gain, loss, deduction or credit which are accounted for separately pursuant to the Code.
9.08 Loans to LLC. Nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the
LLC with other negotiated terms and conditions, subject to the necessary Member approval.
9.09 Records and Reports. At the expense of the LLC, the Manager(s) shall maintain records and account of all
operations and expenditures of the LLC. At a minimum the LLC shall keep at its principal place of business the following records:
(a) A current list of the full name and last known business, residence, or mailing address of each Member and
Manager, both past and present;
(b) A copy of the Articles of Organization of the LLC and all amendments thereto, together with executed copies of
any powers of attorney pursuant to which any amendment has been executed.
(c) Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three (3) most recent
55
years;
(d) Copies of the LLC's currently effective written Agreement, copies of any writings permitted or required with
respect to a Member's obligation to contribute cash, real property or services, and copies of any financial statements of the LLC for
the three (3) most recent years;
(e) Minutes of every annual, special meeting and court ordered meeting;
(f) Any written consents obtained from Members for actions taken by Members without a meeting;
(g) The LLC's books shall be kept and its financial statements shall be prepared under the method of accounting
described in Section 9.07.
9.10 Returns and Other Elections. The Manager(s) shall cause the preparation and timely filing of all tax returns
required to be filed by the LLC pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in
which the LLC does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a
reasonable time after the end of the LLC's fiscal year. For Delaware tax purposes, the Manager(s) shall file with the Delaware
Department of Revenue an agreement of each non-resident Member to file a proper Delaware income tax return and to make timely
payment of all Delaware taxes imposed with respect to such Member's share of the LLC income, as required by applicable laws.
9.11 Code Section 754 Election ± To the extent an adjustment to the tax basis of any Limited Liability Company
asset purchase to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to
be taken into account in determining Capital Accounts, the amount of the adjustment to the Capital Accounts shall be treated as an
item of gain (if the adjustment increases the basis of the asset) of loss (if the adjustment decreases basis), and the gain or loss shall
be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be
adjusted pursuant to that Section of the Regulations.
9.12 Ownership of the Limited Liability Company Property. All real or personal property, including all improvements
placed or located thereon, acquired by the Limited Liability Company shall be owned by the Limited Liability Company. Each
Member hereby expressly waives the right to require partition of any Limited Liability Company property or any part thereof.
All elections permitted to be made by the LLC under federal or state laws shall be made by the Manager in his sole
discretion.
ARTICLE X.
RESTRICTIONS ON TRANSFER
10.01 Restrictions on Transfer. Unless otherwise specifically provided in this Agreement, no Member shall have any right
to sell, give, assign, encumber, transfer or otherwise dispose of its interest in the LLC except upon consent of a majority in Interest
of the Members or under Article XI hereof in the alternative. Any sale, gift, assignment, encumbrance, transfer, or other disposition
of a Member's interest in the LLC in contravention of the terms of this Agreement shall be null and void.
Restrictions on Transferability. Except as provided herein, no Member shall assign any portion of such
Member's Interest or the right of such Member to profits of the LLC or any other asset of the LLC without the prior unanimous written
consent of all Members. The foregoing shall not be applicable to an assignment solely of the right of such Member to profits of the
LLC to another Member, an Affiliate, (as hereinafter defined) or to any member of the Member's immediate family or to trusts or
estates the beneficiaries of which are members of the immediate family, either by intervivos transfer or transfer by will or the laws of
descent and distribution. Any assignment of profits only shall not include the right to vote or take part in management of the LLC.
Any assignment except as provided above by a Member of an interest shall be void as against the LLC and the other Members.
(a) For purposes herein "immediate family" shall mean parents, siblings, lineal descendants and spouses of any
such person.
(b) For purposes herein "Affiliate" means, when used with reference to a specific Person or entity, as hereafter
defined, (a) any Person or entity that directly or indirectly through one or more intermediaries controls or is controlled by or is under
common control with the specified Person, (b) any Person or entity that is an officer, director, manager or trustee of or partner in, or
serves in a similar capacity with respect to , the specified Person or entity or of which the specified Person or entity serves in a
56
similar capacity, and (c) any Person or entity that, directly or indirectly, is the beneficial owner of 20% or more of any class of equity
securities of, partnership or membership interest in or otherwise has a substantial beneficial interest in, the specified Person or
entity or of which the specified Person or entity is directly or indirectly the owner of 20% or more of any class of equity securities,
membership or partnership interests, or in which the specified Person or entity has a substantial beneficial interest. For purposes
herein, control means ownership of Twenty Percent (20%) or more of any class of equity securities, membership or partnership
interests.
10.02 Substitution of Parties. Except as otherwise provided in the Agreement, anyone acquiring an Interest in the LLC
pursuant to the terms of this Agreement shall not be admitted as a Substituted Member unless and until the other and remaining
Members consent thereto, in writing and the person or entity acquiring such Interest agrees to be bound by this Agreement including
any amendments thereto, as then in effect.
10.03 Right of First Refusal. Any Member or any Substitute Member (the "Transferor Member") may entertain
an offer by any person or persons to purchase all or any portion of its Interest in the LLC, but no transfer of any portion of the
Transferor Member's Interest in the LLC to such a third party shall be permitted or recognized under this Operating Agreement
unless the Transferor Member has complied with the provisions of Section 10.1 and10.2 herein and this Section 10.3.
(a) If the Transferor Member determines to transfer all or any portion of its Interest in the LLC and has negotiated a
bona fide offer to purchase the same, it shall notify the other Members (the "Offeree Member(s)") in writing (the "Transfer Notice") of
such offer and of its desire to accept the same. The Transfer Notice shall set forth the price, terms, and conditions under which the
Transferor desires to sell its Interest in the LLC and the true name of the proposed purchaser or purchasers.
(b) The Offeree Member(s) shall have forty-five (45) days from the date of delivery of the Transfer Notice to notify
the Transferor Member in writing as to their intent to purchase all, but not less than all, of the Transferor Member's Interest in the
LLC offered for sale, in accordance with the price and terms set forth in the Transfer Notice. To the extent that any Offeree Member
elects not to exercise the Offeree Member's option to purchase, the remaining Offeree Member(s) may elect to do so ("Electing
Offeree Member(s)") and shall notify the Transferor Member in writing as provided in this paragraph. Closing shall occur on or
before the seventy-fifth (75th) day after the date of delivery of the Transfer Notice.
(c) If any or all of the Offeree Member(s) exercise their option, the Transferor Member shall be obligated to sell its
Interest in the LLC to the Electing Offeree Member(s), pro rata in accordance with each Offeree Member(s) unanimously agree, so
long as the entire Interest in the LLC described in the Transfer Notice is purchased.
(d) If the Electing Offeree Member(s) do not exercise their option, the interest in the LLC described in the Transfer
Notice may be transferred by the Transferor Member, but only to the person or persons set forth in the Transfer Notice, and upon
the price, terms, and conditions set forth in the Transfer Notice. Upon Transfer to the person or persons set forth in the Transfer
Notice, the transferee shall become a Substitute Member (so long as the Transferor Member has complied with the provisions of
Section 10.02 herein). The Managing Member(s), by appropriate amendment to the Operating Agreement, shall cause any such
person to become a Substitute Member. If such Transfer is not effected within ninety (90) days following the expiration of the
Offeree Member's option, or if the terms of the offer change in any respect, the transfer of such interest in the LLC shall again be
subject to this Section 10.03.
10.04 Spouses Bound by Agreement. The spouse of each Member who is a married individual shall execute this
Agreement. If an unmarried Interest holder should marry during the term of this Agreement, such Interest holder shall obtain the
consent of his or her spouse to the terms of this Agreement within 30 days of the date of marriage. Failure to obtain such consent
shall constitute a material breach of this Agreement and entitle, but not require, the LLC or its assignee to purchase the Interest
KROGHU¶V,QWHUHVWIRUWKHSXUFKDVHSULFHDQGXQGHUWKHWHUPVVHWIRUWK in Section 11.04. The spouses executing this Agreement each
hereby consent to be bound by its terms and conditions. Should an event occur which requires that an Interest holder offer or be
deemed to have offered his Interest to the LLC or the other Interest holders, then the rights and obligations of the offerees shall
extend not only to the Interest actually owned by the Interest holder but also to the Interest owned, legally or beneficially, by the
,QWHUHVW KROGHU¶V VSRXVH DQG E\ WKH FRPPXQLW\ RI WKH ,QWerest holder and his or her spouse. Each spouse of an Interest holder
hereby irrevocably authorizes the Interest holder to make any offers required to be made under this Agreement and to take any
other action authorized or required by a Member or Interest holder under this Agreement.
10.05 Divorce of a Member. In the event a Member who is an individual, if any, is divorced from his/her spouse (a
"Divorced Member"), immediately upon the entry of a decree of divorce in a court of competent jurisdiction awarding ownership of
the Interest, or any portion thereof, to the spouse of the Divorced Member, the Divorced Member shall give notice to the other
57
Members and Managing Member(s). For a period ninety (90) days thereafter, the remaining Members shall have the option to
purchase the Interest of the spouse of such Divorced Member in the LLC at a price determined as set forth in Section 11.04 hereof,
as if such Divorced Member had desired to separate from the other Members on the date such decree of divorce was entered. The
option to purchase the Interest of the spouse of the Divorced Member in the LLC may be exercised at any time within a period of
ninety (90) days after the Members are notified in writing of the entry of such decree of divorce. The purchase price as provided
therein shall be paid in full to the Divorced Member or other party designated by the Court wherein such decree of divorce is
entered, after the date of the notification that such decree has been entered. Upon payment of the purchase price, the Divorced
Member or spouse, as appropriate, shall execute and deliver such deeds, assignments, conveyances and other instruments as may
be reasonably necessary to evidence and render fully effective the transfer of the Interest, it being understood that such transfer of
the Interest shall be subject to any indebtedness of the LLC. The Interest in the LLC so purchased shall be allocated to the
Members in proportion to their respective Percentage Interest. No assignment or transfer of a Member's Interest in the LLC shall
cause the Members to suffer any personal liability for outstanding indebtedness, liabilities, liens and obligations relating to the LLC
which may exist on the date of the assignment or transfer.
ARTICLE XI.
BUY/SELL AGREEMENT
11.01 Separation Notice. If any Member (the "Separating Member") desires to separate from the other Member or
Members as the case may be (the "Responding Member"), the Separating Member shall give written notice (the "Separation
Notice") to the Responding Members. The Separation Notice shall state:
(a) Desire to Separate. That the Separating Member desires to separate from the Responding Member and is
willing either to purchase the interest in the LLC of the Responding Member or to sell the Separating Member's Interest in the LLC to
the Responding Member; and
(b) Value. The value, as determined by the Separating Member, of all the assets of the LLC net of all liabilities of
the LLC, upon which value the Separating Member is willing to have the purchase price for the Interest in the LLC determined.
11.02 Call Notice or Put Notice. Within sixty (60) days after receipt by the Responding Member of a Separation
Notice, the Responding Member (who, except as specifically set forth below, shall be required to act unanimously in this regard)
shall either:
(a) Call Notice. Give written notice (the "Call Notice") of the Responding Member's election to purchase the Interest
in the LLC of the Separating Member at the stated value in Section 11.01(b) above; or
(b) Put Notice. Give written notice (the "Put Notice") of the Responding Member's election to sell its Interest in the
LLC to the Separating Member at the stated value in Section 11.01(b) above.
Notwithstanding the foregoing, to the extent that additional Members have been admitted to the LLC and any Responding
Member does not wish to accept or participate in the Separating Member's offer to sell, the remaining Responding Member(s) may
accept the same by giving a Call Notice and may purchase the Separating Member's Interest in the LLC pro rata in accordance with
such remaining Responding Member(s) Interest in the LLC and, in such event, the Member who does not wish to participate in such
purchase shall have no rights to deliver to the Separating Member a Put Notice. The failure of the Responding Members to give
either a Call Notice or Put Notice as provided herein within the required sixty (60) day period shall be deemed to be the giving of a
Put Notice.
11.03 Purchase and Sale of Interest in the LLC. The closing of a purchase of a Member's Interest in the LLC, pursuant
to this Article, shall take place at the offices of the Member purchasing the Interest in the LLC at such time as may be designated by
the Responding Member in the Call Notice or the Put Notice, but in no event later than one hundred twenty (120) days after receipt
by the Separating Member of the Call Notice or the Put Notice, unless a later time is agreed to by all of the Members (the ³&ORVLQJ
Date"). At the Closing, the Member(s) required by the Call Notice or the Put Notice to purchase (the "Purchasing Member(s)"), shall
purchase all of the Interest in the LLC of the other Member(s) (the 6HOOLQJ0HPEHUV´), pro rata in accordance with the Interest in
the LLC of the Purchasing Members, or in such other proportions as the Purchasing Members may agree, by the payment of cash
or certified funds to the Selling Member in an amount equal to the purchase price of the Selling Member's Interest in the LLC, as
determined under Section 11.04 hereof. Contemporaneously with the receipt by the Selling Member of such purchase price, the
Selling Member shall deliver to the Purchasing Member(s) or its assignee, an assignment(s) of its Interest in the LLC, in the form
58
required by Section 11.05 hereof. Any assignee of Purchasing Member(s) is subject to the provisions of Section 10.02 herein
(specifically excluding the consent of the Selling Member(s).
11.04 Determination of Purchase Price. The purchase price for any Member's Interest in the LLC under this Article XI
shall be the amount that such Member would receive as a distribution in liquidation of the LLC if the LLC were liquidated and the
total amount being distributed in the liquidation was the value of the LLC asset, as determined by the Separating Member and set
forth in the Separation Notice.
11.05 Form of Assignment. Any assignment of a Member's Interest in the LLC under this Article shall be in writing,
shall be an absolute assignment of all of such Member's Interest in the LLC, and shall warrant:
(a) Percentage Interest. The Percentage Interest owned by the Member making the assignment.
(b) No Encumbrances. That such Interest is free and clear of all encumbrances; and
(c) Power to Assign. That the Member making the assignment has the full and complete right, power and authority
to make the assignment.
11.06 Failure to Tender Purchase Price. If any Member elects under this Article XI to purchase all or any portion of
another Member's Interest in the LLC, and fails to tender the cash or certified funds required under this Article within the required
time period, time being of the essence hereof, then Other Purchasing Member(s) If there are other Purchasing Members, the other
Purchasing Members may, within thirty (30) days after the Closing Date, proceed with the purchase of the Interest in the LLC of the
Selling Member
11.07 Failure to Deliver Assignment. If any Member is required under this Article to deliver an assignment of its
Interest in the LLC, and fails to deliver such assignment within the time required, time being of the essence hereof, or fails to deliver
such assignment in the form required, then the Member(s) to whom such assignment is to be delivered, in addition to tall other
remedies that may be available, shall have the right to an action for specific performance and damages against the Member who
has failed to properly deliver the assignment. Further, by Members Agreement herein, Member hereby appoints Manager as
Attorney-in-fact to deliver any Assignment required hereby.
11.08 Restriction on Right to Give Separation Notice. No Member shall initiate the Buy/Sell provisions set forth in this
Article 15 by giving a Separation Notice if any other Member having previously given a Separation Notice, has become a Separating
Member hereunder and the purchase and sale of the Interest in the LLC pursuant to such Separation Member's initiation of the
Buy/Sell provisions in this Article 16 have not been consummated.
ARTICLE XII.
DISSOLUTION AND TERMINATION
12.01 Dissolution.
(a) The LLC shall be dissolved only upon the occurrence of any of the following events:
(i) When the period fixed for the duration of the LLC shall expire;
(ii) The unanimous written agreement of 75% of the Members;
(iii) The sale or other disposition of all of the real property owned by the LLC;
(b) As soon as possible following the occurrence of any of the events specified in Section 12.01(a) effecting the
dissolution of the LLC, the appropriate representative of the LLC shall execute a Statement of Intent to Dissolve in such form as
shall be prescribed by the Delaware Secretary of State and file same with the office of Delaware Secretary of State.
12.02 Waiver of Partition and Withdrawal. The Members acknowledge that this Agreement provides for the fair and just
payment and liquidation of the Members' Units in the LLC, and that partition of the LLC's property prior to any of the occurrences
contemplated in this Article would cause irreparable damage to the LLC. Accordingly, each Member hereby waives and renounces
59
his or her right, if any, to seek appointment, for any reason, by any court of a liquidator of the LLC, or to seek the partition of the LLC
or any LLC property. Furthermore, except as specifically provided in this Agreement, it is agreed that no Member shall have the right
to withdraw any part of his or her Capital Contribution prior to the termination of this LLC, and then only as contemplated in this
Article XII and to the extent of the LLC's assets.
12.03 Liquidation and Winding Up of the LLC.
(a) Upon filing the Statement of Intent to Dissolve with the Delaware Secretary of State, the LLC shall not terminate
but shall be liquidated and shall continue until the winding up of the LLC's affairs has been completed. The Manager(s) shall be
responsible for winding up, liquidating and dissolving the LLC. A reasonable time will be allowed for the orderly liquidation of the
LLC and its discharge of liabilities so as to enable the LLC to minimize any losses attendant upon liquidation.
(b) Winding up of the LLC's affairs shall include completing all pending LLC business and thereafter collecting and
disposing of LLC assets, paying LLC creditors and distributing to the Members the balance of any LLC assets.
(c) The Members shall continue to share net profits, net losses, and distributable cash of the LLC during the
winding up of the LLC's affairs in the same proportions as if the LLC were not winding up its affairs as set forth hereinabove. Any
gain or loss realized by the LLC on disposition of LLC assets in the process of liquidating and winding up its affairs shall be credited
or debited to the Members as provided in Section 9.04.
(d) For purposes of this Agreement, any unrealized appreciation or decline in value with respect to LLC assets
distributed in kind to a Member shall be allocated among the Members in accordance with the provisions of Article IX regarding the
allocation of the LLC's profits and losses as though such assets were sold for their fair market value on the date of distribution. The
Member's Capital Accounts shall be adjusted to reflect both the deemed realization of such appreciation or decline in value and the
distribution of such Property.
12.04 Articles of Dissolution. When all debts, liabilities and obligations have been paid and discharged or adequate
provisions have been made therefor and all of the remaining property and assets of the LLC have been distributed to the Members,
Articles of Dissolution shall be executed in duplicate and verified by the person signing the Articles, which Articles shall set forth the
information required by the Delaware Limited Liability Company Act.
12.05 Order of Payment. On dissolution, the assets of the LLC shall be used and distributed in the following order: (a) to
pay or provide for the payment of all LLC liabilities and liquidating expenses and obligations, including loans and obligations to the
Members, in the order of priority provided by law; (b) to the setting up of any reserves which the Manager deems necessary (subject
to Member approval as provided in Section 5.04) for the payment of any contingent or unforeseen liabilities or obligations of the
LLC. Such reserves shall be paid over to a bank or person as shall be appointed by the Manager(s) to be held for the purpose of
disbursing such reserves in payment of any such contingencies and, at the expiration of such period as the Manager(s) deems
advisable, the bank or such other person shall distribute the balance thereafter in payment to the Members in discharge of their
Capital Accounts; (c) after the payment of debts and liabilities according to Subparagraph (a) above and after the setting up of
reserves according to Subparagraph (b) above, to the Members in discharge of their Capital Accounts and the balance according to
their proportionate pro rata share of the profits, if any. Upon dissolution, each Member shall look solely to the assets of the LLC for
the return of his or her Capital Contribution. If the LLC's assets remaining after the payment or discharge of the debts and liabilities
of the LLC are insufficient to return a Capital Contribution of each Member, such Member shall have no recourse against the LLC or
any other Member, with respect to return of a member's Capital Contribution or equalization or proportionalization of Capital
Accounts. Neither the LLC nor such other Members shall have any claim against any Member for restoration of a Capital Account
deficit or with respect to equalization of proportionalization of Capital Accounts. No Member shall have any right to demand or
receive property other than cash upon dissolution and termination of the LLC.
12.06 Filing of Articles of Dissolution.
(a) Duplicate originals of such Articles of Dissolution shall be delivered to the Delaware Secretary of State.
(b) Upon the issuance of a Certificate of Dissolution the existence of the LLC shall cease, except for the purpose of
suits, other proceedings and appropriate action as provided in the Delaware Limited Liability Company Act. The Manager' shall
thereafter by trustee(s) for the Members and creditors of the LLC and as such shall have authority to distribute any LLC property
discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the
LLC.
60
ARTICLE XIII.
MISCELLANEOUS PROVISIONS
13.01 Notices. Any notice, demand, or communication required or permitted to be given by any provision of this
Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an
executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid,
addressed to the Member's and/or LLC's address as it appears in the LLC's records, as appropriate. Except as otherwise provided
herein, any such notice shall be deemed to be given three (3) business days after the date on which the same was deposited in a
regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid.
13.02 Books of Accounts and Records. Proper and complete records and books of account shall be kept or shall be
caused to be kept by the Manager in which shall be entered fully and accurately all transactions and other matters relating to the
LLC's business in such detail and completeness as is customary and usual for businesses of the type engaged in by the LLC. Such
books and records shall be maintained in accordance with the terms and conditions of this Agreement and shall be open for
inspection by any of the Members, and any of the Members shall have the right to make a separate audit of the LLC's books and
records at the Member's own expense. Unaudited monthly financial statements shall be prepared and mailed to each Member on a
regular basis, not less than thirty (30) days after the end of the calendar month.
13.03 Application of Delaware Law. This Agreement, and the application of interpretation hereof, shall be governed
exclusively by its terms and by the laws of the State of Delaware.
13.04 Amendments. Any amendment to this Agreement may be proposed to the Members by Members holding at least
ten (10%) of the Interests in the LLC. A vote on an amendment to this Agreement shall be taken within thirty (30) days after notice
thereof has been given to the Members unless such period is otherwise extended by applicable laws, regulations, or agreement of
the Members. A proposed amendment shall become effective at such time as it has been approved by a majority in Interest of the
Members.
13.05 Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of
interest and holdings, designations, power of attorney and other instruments (i) necessary to comply with any laws, rules or
regulations or (ii) desirable to carry out the terms and conditions of the Agreement.
13.06 Construction. Whenever the singular number is used in this Agreement and when required by the context, the
same shall include the plural, and the masculine gender shall include the feminine and neuter gender and vice versa.
13.07 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to
describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.
13.08 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any
covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation from
having the effect of any original violation.
13.09 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use
of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.
13.10 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be
invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and
shall be enforceable to the fullest extend permitted by law.
13.11 Heirs, Successors and Assigns. Each and all of the covenants, terms provisions and agreements herein contained
shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by the Agreement, their respective
heirs, legal representative, successors and assigns.
13.12 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the
LLC.
61
13.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same instrument.
13.14 Dispute Resolution. The parties agree that any dispute arising out of this Agreement shall be resolved through
arbitration in accordance with the then current Rules of Commercial Arbitration of the American Arbitration Association or any
successor organization (the ³$$$´). The party desiring to initiate the arbitration process shall give written notice to that effect to the
other party and shall, in such written notice, include a brief statement of its claims. Within ten (10) days of the notice of intent to
arbitrate, the parties shall meet for the purpose of attempting to jointly select a single arbitrator to serve in the matter. If they are
unable to agree on the designation of the arbitrator, either party may apply to the AAA for the appointment of a single arbitrator in
accordance with the rules of the AAA then in effect. The arbitration proceeding shall be held within 60 days of the appointment of the
appointment of the arbitrator, and the arbitrator shall render his or her decision within thirty (30) days after the conclusion of the
arbitration proceeding. The decision of the arbitrator shall be final and binding upon, and non-appealable by, the parties and any
judgment may be had on the decision and award so rendered in any court of competent jurisdiction. The prevailing party shall be
entitled to all costs incurred in connection with the arbitration proceeding, including the fees or the arbitrator, its reasonable
DWWRUQH\V¶IHHVZLWQHVVIHHVDQGRWKHUFRVWVDVGHWHUPLQHGE\WKHDUELWUDWRU
13.15 Power of Attorney. Each Member by executing this Agreement either individually or by a duly appointed attorney-
in-fact, irrevocably designates and appoints with full power of substitution, the Managers and each Manager individually of the LLC
DV VXFK PHPEHU¶V WUXH DQG ODZIXO DWWRUQH\ DQG DJHQW ZLWK IXOO SRZHU DQG DXWKRULW\ LQ VXFK PHPEHU¶V QDPH SODFH DQG VWHDG WR
make, execute, swear to acknowledge, deliver, file and record the (a) certificate and any amendments thereto including any
amendments required for the transfer of Units or Interests, any admission, substitution or deletion of Members in the LLC and the
continuation of the LLC in accordance with this Agreement and the certificate as required by the Act ; (b) any cancellation of this
Agreement and the Certificate as required by the Act upon termination and dissolution of the LLC; (c) all certificates, instruments,
documents and other papers (including without limitation any business certificate, fictitious name certificate, articles of organization
and additional powers of attorney) and amendments thereto which may be required from time to time under the laws of the United
States, the State of Delaware or any other jurisdiction in which the LLC determines to do business, or required by any political
subdivision or agency of any of the foregoing or otherwise, or which the Manager(s) deems appropriate or necessary, to qualify or
continue the qualification of the LLC as a limited liability company, to carry on the objectives and intent of this Agreement, to conduct
the business and affairs of the LLC, to admit, substitute or delete Members of the LLC and to effect the termination and dissolution
of the LLC; (d) all instruments which the Board of managers deems appropriate to reflect a change or modification of the LLC in
accordance with the terms of this Agreement; (e) all conveyances and other instruments which the Manager(s) deems appropriate
to effect the transfer of Interests, to admit, substitute or delete Members, to sell, exchange, dispose of, lease, mortgage, quitclaim,
deed, encumber or transfer any assets or properties of the LLC, to borrow money and otherwise enter into financing transactions
and to reflect the dissolution and termination of the LLC, all in accordance with the terms of this Agreement; and (f) all amendments
and/or restatements of this Agreement adopted in accordance with the provisions of this Agreement.
The power of attorney granted herein shall be deemed to be a power coupled with an interest, shall survive the death or
OHJDOFDSDFLW\RID0HPEHUDQGVKDOOVXUYLYHWKHWUDQVIHUE\D0HPEHURIDOORUDQ\SRUWLRQRID0HPEHU¶V,QWHUHVWRUDQ\LQWerest
therein, provided that when the transferee of the Interest has been approved as required under this Agreement as a substitute
Member, the power shall survive such transfer with respect to the Interest so transferred only for the purpose of enabling the
Manager(s) to execute, acknowledge and file any instrument necessary to effect such substitution.
IN WITNESS WHEREOF, the parties have executed this Agreement as ________________, 2010
By:
______________
Donald Gillispie, President,
Idaho Energy Complex Corporation,
a wholly owned subsidiary of Alternate Energy Holdings, Inc.
62
The undersigned Member (and Spouse of member where applicable) hereby agrees to and
consents to the terms and conditions of the Operating Agreement and join in such Operating Agreement
hereby with an Initial Capital Contribution of $___________ in Reactor Land Development, LLC.
Executed, acknowledged and sworn to by the undersigned.
Member
By: ___________________________
Printed Name: __________________
Address: ______________________
______________________________
______________________________
SS#: __________________________
Telephone #: ___________________
Date: _________________________
Spouse of Member
By: ___________________________
Printed Name: __________________
63
Schedule A
Member Name Initial Capital Contribution Membership Interest Percentage Interest*
* Subject to the Adjustment of Profits/Losses provided in Article 9.01. Ownership interest percentage = number of Units / 1000;
Profits interest = 2 X ownership percentage.
64

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FOR ACCREDITED INVESTORS ONLY Copy No.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION

The Offering Price to Max. Placement Agent Min. Proceeds to the

Minimum Per Subscriber $250,000 $25,000 $225,000

The date of this Memorandum is April 30, 2010

As a condition of the receipt of the Offering Memorandum, I represent that:

(3) I hereby represent that:

(a) I have received and read the Offering Memorandum;

(c) I will not reproduce or duplicate the Offering Memorandum;

THIS SPACE LEFT BLANK INTENTIONALLY

_______________________________ Home Telephone:____________

______________________________ Office Telephone:_____________

_______________________________ Home Telephone: ____________

_______________________________ Office Telephone: ____________

THIS SPACE LEFT BLANK INTENTIONALLY

Maximum of Four Hundred (400) Units @ $250,000 per Unit

The address of the LLC is:

911 E. Winding Creek Dr., Suite 150,

SPECULATIVE AND RISKY INVESTMENT

EXEMPTION FROM REGISTRATION

FOR ALABAMA RESIDENTS ONLY

FOR ARIZONA RESIDENTS ONLY:

FOR ARKANSAS RESIDENTS ONLY:

FOR CALIFORNIA RESIDENTS ONLY:

FOR COLORADO RESIDENTS ONLY:

FOR CONNECTICUT RESIDENTS ONLY:

FOR DELAWARE RESIDENTS ONLY:

FOR DISTRICT OF COLUMBIA RESIDENTS ONLY:

FOR GEORGIA RESIDENTS ONLY:

FOR HAWAII RESIDENTS ONLY:

FOR IDAHO RESIDENTS ONLY:

FOR ILLINOIS RESIDENTS ONLY:

FOR INDIANA RESIDENTS ONLY:

FOR IOWA RESIDENTS ONLY:

FOR KANSAS RESIDENTS ONLY:

FOR LOUISIANA RESIDENTS ONLY:

FOR MAINE RESIDENTS ONLY:

FOR MARYLAND RESIDENTS ONLY:

FOR MASSACHUSETTS RESIDENTS ONLY:

FOR MICHIGAN RESIDENTS ONLY:

FOR MINNESOTA RESIDENTS ONLY:

FOR MISSISSIPPI RESIDENTS ONLY:

FOR MISSOURI RESIDENTS ONLY:

FOR MONTANA RESIDENTS ONLY:

FOR NEBRASKA RESIDENTS ONLY:

FOR NEVADA RESIDENTS ONLY:

FOR NEW HAMPSHIRE RESIDENTS ONLY:

FOR NEW JERSEY RESIDENTS ONLY:

FOR NEW MEXICO RESIDENTS ONLY:

FOR NEW YORK RESIDENTS ONLY:

FOR NORTH CAROLINA RESIDENTS ONLY:

FOR OHIO RESIDENTS ONLY:

FOR OKLAHOMA RESIDENTS ONLY:

FOR OREGON RESIDENTS ONLY:

FOR PENNSYLVANIA RESIDENTS ONLY:

FOR RHODE ISLAND RESIDENTS ONLY:

FOR SOUTH CAROLINA RESIDENTS ONLY:

FOR SOUTH DAKOTA RESIDENTS ONLY:

FOR TEXAS RESIDENTS ONLY:

FOR UTAH RESIDENTS ONLY:

FOR VERMONT RESIDENTS ONLY:

FOR VIRGINIA RESIDENTS ONLY:

___________________ Home Telephone:

__________________ Office Telephone:_

___________________ Home Telephone:

___________________ Office Telephone:

Risk Factors: 7KH8QLWVRIIHUHGKHUHE\LQYROYHDKLJKGHJUHHRIULVN6HH³5LVN)DFWRUV´RQSDJH20 and following.

Net Proceeds and Use of Proceeds See ³8VHRI3URFHHGV3DJH30´

IEC WKH³0DQDJHURIWKH//&´DZKROO\RZQHGVXEVLGLDU\RI$(+,ZDVIRUPHGDVD'HODZDUHFRUSRUDWLRQWRDFWDV//&0DQDJHU

Converting 5,000 DFUHVRI,GDKRIDUPODQGLQWRDOLFHQVHGQXFOHDUUHDFWRUVLWHLVDPDMRUSURMHFW³3URMHFW´7KH6LWHDSSXUWHQDQW

NOTE: 7+(0$1$(5$(+,+$6,19(67('0,//,217+86)$5)5200$1$(0(17¶6&2))(56$1',17(1'6

While the LLC is not intended WREHD³WD[VKHOWHU´LWLVSRVVLEOHWKDWORVVHVDQGH[SHQVHVFRXOGH[FHHGWKH//&¶VLQFRPHDQGJDLQ

,IWKH,56DXGLWVWKH//&¶VWD[UHWXUQVWKH,QYHVWRUV¶RZQUHWXrns may also be audited, as a result of which adjustments may be