DeMok Capital MGR LLC

Company is highly dependent on the Manager and its principals; no key persons are subject to employment agreements with the Company or Manager, and the Manager cannot be removed by Members.

“None of the individuals employed by the Manager are subject to an employment agreement with the Company or with the Manager, and the loss of such individuals' services for any reason could adversely affect the Company's business”

Operating Agreement limits Manager's duty of care and requires Company to indemnify Manager and Affiliates for losses, giving Members a more limited right of action against the Manager.

“the Manager will not be liable to the Company or its Members for errors in judgment or other acts or omissions ... Members therefore will have a more limited right of action against the Manager”

The Company was recently formed (February 2025) and the Manager was formed September 10, 2025; both have limited operating history.

“The Company was formed on February 7 and has limited operating history. The Company may encounter difficulties that prevent it from operating its business as intended”

Manager may use general contractors affiliated with the Manager or its principals to provide construction services on Real Estate Investments owned by the Company.

“The Manager may use a state licensed, bonded and insured general contractors that may be affiliated with the Manager or its principals.”

Manager and its named affiliates (Mokotoff Ventures LLC, Burns Capital Partners LLC, AMD Investment Management LLC, and principals Andrew Mokotoff, TJ Burns, Anthony DeFilippis) engage in competing business activities and may transact with the Company on a non-arm's-length basis.

“The Company may enter into transactions with the Manager or the Manager's Affiliates that will not be negotiated at arms' length. Although the Manager ... will not commission surveys or studies to determine the competitiveness or fairness of fees”