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2007-02-02 TKOOB
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2007-02-02 TKOOB
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which is not a divisible land interest. You don’t get a 1/3 or 1/30 undivided interest in the <br />property. You become part of the company that owns the property in an undivided whole. What <br />a person who does become a member obtains is a right to use, an exclusive right to use, a portion <br />of the constructed improvements on the property for purposes consistent with the special permit. <br />Your right as a member allows you to sell your membership interest only first back to the <br />company from which you obtained it; and it does not provide a market for you to develop an <br />interest in land that can then be freely transferable. <br />We make it very clear that you’re not acquiring land apart from your membership in the <br />company. And another thing I wanted to point out in Mr. Yuen’s presentation is that this is not a <br />solicitation in the sense that we are soliciting members of the public. In order to be qualified to <br />become a member of Kalani Kai, LLC, the person that is interested has to take on a lot of <br />burdens. They have to become a teacher or a faculty member of the retreat, that they have to <br />provide services, they have to meet with all the special permits. It is not that they get an <br />opportunity to own a piece of land and then rent out three of the units for whatever purposes they <br />want. They become part of this community. And that’s why it has got some unique features, <br />because it is a collective community, if you will, for mutual support, for all those things that we <br />outlined in the special permit for arts, for education, for wellness. So the person who comes in <br />and invests money to build a structure is building it to provide for the community as a whole and <br />the purpose as a whole; and they take on those burdens. <br />When I say that it’s only available to qualified investors, in order to comply with securities <br />regulations the determination was made early on that the only people that can qualify to become <br />members of this company are those that have a prior affiliation with Kalani Honua, that are <br />members and/or supporters of the nonprofit, and that there’s no public dissemination of this <br />information. It’s a secure part of the website that you can only get to if you’ve already got a <br />prior existing relationship with Kalani Honua. And the other discriminating factor that was <br />required is that any person that intends to invest must be qualified. To invest as a member of the <br />company, become part of this company, must be qualified. Qualification means they have to <br />have it vetted either by their own attorney or their own financial planning professional. So there <br />is not exposure to someone who doesn’t know what they’re getting into. The disclosure <br />documents required for us to offer this in a nonpublic way are quite thick, quite detailed. I <br />prepared the bulk of them myself, and it repeats over and over again you should not expect any <br />market return on your investment. And we’ve provided those all to the Planning Director. <br />This is part of the community that exists and an expansion of the community to provide through <br />private financing and private contract, if you will, the contributions that are necessary to actually <br />build the special permit residences. Each of them are still dedicated to the same purposes that <br />were identified in the special permit -- no additional units, no additional people, and the primary <br />purposes is to provide lodging. <br />The Planning Department’s concerns I think have a lot to do with the unusual nature of this <br />proposal, but I don’t see it as the Planning Department’s purview to try and protect individuals <br />who are otherwise qualified and otherwise protected by their own investment advice. And we <br />expect some attorneys to say don’t invest in this, you know, there are too many burdens, there’s <br />no market for it. And we have had discussions with some attorneys that are taking that position; <br /> EXHIBIT C 7 <br /> <br />
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