Morningtide Services LLC – Project Role

This two-pager outlines how Morningtide Services LLC will function as a financing vehicle and services company for modular BSFL units installed at Turtle Creek Farm, and how it participates economically alongside White Eagle Nutrition LLC and its brands: Nellie’s BSFL, Nellie’s Garden, White Eagle (pet), and Luxitin.

Financing Vehicle Services Company Waste-to-Value Multi-Brand Offtake

Page 1 · Structure & Roles

1. Purpose

Morningtide Services LLC is intended to:

Provide equipment financing for modular BSFL units and ancillary infrastructure deployed at Turtle Creek Farm.
Serve as a services company that provides processing labor and operational support for those units.
Earn interest income on equipment financing, labor service fees, and a long-term equity stake in White Eagle Nutrition LLC.

White Eagle Nutrition is the platform entity owning:

Nellie’s BSFL – modular BSFL systems and ingredient supply.
Nellie’s Garden – frass-based soil and garden products.
White Eagle Nutrition (pet) – BSFL-based pet and livestock nutrition.
Luxitin – chitin-based haircare and biodegradable packaging commercialization brand.

Reference sites: nelliesbsfl.com nelliesgarden.com whiteeaglenutrition.com luxitin.com

2. Parties & High-Level Roles

Turtle Creek Farm

Fish Farm · Site Host

Organic waste provider Feed & frass off-taker Site & utilities

Role: Provides a defined portion of its organic waste streams as feedstock to the BSFL units, receives a negotiated share of BSFL and frass, and may pay tipping/processing fees or grant favorable site rights in exchange for discounted feed and frass.

Allocates waste streams (e.g., mortalities, offal, fines) that meet agreed specifications.
Provides space, utilities, and ongoing operational coordination with farm operations.
Receives discounted BSFL feed and frass for internal on-farm use.

White Eagle Nutrition LLC

HoldCo · Project Sponsor

Nellie’s BSFL Nellie’s Garden White Eagle (pet) Luxitin

Role: Serves as the project sponsor and offtake platform. Owns the brand family, executes offtake agreements for BSFL, frass, and chitin streams, and grants Morningtide a small equity stake.

Nellie’s BSFL: designs and oversees modular BSFL units at Turtle Creek.
Nellie’s Garden: markets frass as retail and wholesale soil products.
White Eagle (pet): buys BSFL ingredients for pet and livestock formulations.
Luxitin: sources chitin-rich fractions from BSFL co-products for haircare and packaging.

Morningtide Services LLC

Financing & Services Vehicle

Equipment financing On-site processing labor Service fees Minority equity

Role: Provides a portion of equipment financing and processing labor for the Turtle Creek modular units. Earns interest income, service fees, and a small equity stake in White Eagle Nutrition LLC.

Finances a portion of modular BSFL units and ancillary equipment.
Employs or contracts on-site processing staff under a Services Agreement.
Holds a minority equity interest in White Eagle aligned with long-term growth.

3. Project Structure at Turtle Creek Farm

3.1 Capex & Ownership

Morningtide finances a defined portion of:

Modular BSFL units (hardware, racks, bins, sensors, IoT).
Site preparation and utilities tie-ins required for BSFL operations.
Ancillary handling equipment (carts, totes, simple processing line, etc.).

Legal implementation may take one of two primary structures:

Debt structure: Morningtide lends to White Eagle (or a project SPV) and retains a security interest in the equipment.
Lease structure: Morningtide owns the equipment and leases it back under an Equipment Lease.

White Eagle (directly or via Nellie’s BSFL) is responsible for unit design, commissioning, and performance.

3.2 Operating Responsibilities

Turtle Creek Farm provides:
- Waste streams meeting agreed specifications and biosecurity standards.
- Space, utilities, and ongoing operational coordination with farm activity.
Morningtide Services LLC:
- Employs or contracts on-site processing staff.
- Handles daily tasks: waste receipt, larvae feeding, harvesting, basic processing, and cleanup.
- Manages shift scheduling and on-site productivity KPIs under a Services Agreement.
Nellie’s BSFL / White Eagle:
- Sets biological performance targets and QA/QC standards.
- Provides SOPs, training, remote monitoring, and periodic audits.

3.3 Offtake & Product Flows

The BSFL modular units convert Turtle Creek’s waste into:

BSFL Whole/Dried/Meal
- Portion allocated to Turtle Creek as discounted on-farm feed.
- Balance sold via White Eagle to its own brands and external ingredient buyers.
Frass
- Portion allocated to Turtle Creek for soil, land, and/or pond health.
- Balance transferred to Nellie’s Garden for packaging and resale.
Chitin / Co-products
- Defined fraction of high-purity chitin-rich material transferred to Luxitin as ingredient feedstock.

Morningtide Services LLC – Economic Flows

Summarizes how cash and value flow between Turtle Creek Farm, the BSFL modular units, Morningtide Services LLC, and the White Eagle brand ecosystem, and how Morningtide earns interest, fees, and equity upside.

Page 2 · Economic Flows

4. Cash Flows & Economics

4.1 From Turtle Creek Farm

In-kind contribution: organic waste streams, site access, and cooperation with operational SOPs.
Payments / consideration:
- Either a tipping/processing fee paid to the project, or
- Discounted feed and frass pricing in lieu of cash tipping fees.
Value received:
- Discounted BSFL-based feed for fish and/or poultry.
- Frass for soil, land, and pond health.
- Reduced waste-handling and disposal costs and improved ESG positioning.

4.2 From White Eagle / Brand Offtakers

Offtake payments:
- White Eagle (pet) buys BSFL ingredients at transfer prices that support debt service, operating costs, and project margin.
- Nellie’s Garden buys or receives frass at internal prices and captures downstream retail/wholesale margin.
- Luxitin purchases chitin-rich fractions at prices reflecting higher processing costs and premium status.
Equity grant to Morningtide: White Eagle grants Morningtide a small equity stake (common or preferred) in recognition of project financing and ongoing services that de-risk execution and scale.

4.3 Returns to Morningtide Services LLC

Component 1 – Interest Income (Financing Arm)

Principal: cost of financed equipment and initial project capital.
Terms: agreed interest rate, amortization, and security (e.g., lien on equipment).
Repayment source: free cash flow from BSFL, frass, and chitin sales under offtake agreements.

Component 2 – Labor & Services Revenue (Operating Arm)

Morningtide signs a Services Agreement with White Eagle (or a project SPV).
Covers on-site labor for processing, cleaning, and routine maintenance.
Compensation structure:
- Fixed monthly service fee covering base labor and supervision.
- Optional volume-based performance bonuses tied to tons processed or larvae yields.

Component 3 – Equity Upside (Stake in White Eagle Nutrition)

Morningtide holds a minority equity interest in White Eagle Nutrition LLC.
Value created through:
- Expansion of BSFL ingredient volumes across multiple sites.
- Scaling of Nellie’s Garden and Luxitin branded products.
- Growth of White Eagle’s direct-to-consumer and wholesale channels.
Potential exit via dividends, secondary sale, recapitalization, or sale to a strategic buyer.

5. Entity & Economic Flow Diagram

The graphic below summarizes how Turtle Creek Farm, Morningtide, the BSFL modular units, and White Eagle’s brands interact in a single value flow.

Turtle Creek · Morningtide · White Eagle Ecosystem

Financing & Services

Morningtide Services LLC

Provides equipment capital and operations labor for BSFL modular units, earning interest and service-fee income from the project.

On-Site Conversion

Turtle Creek BSFL Modular Units

Modular units operated by Nellie’s BSFL converting organic waste into protein, frass, and high-value co-products.

Host Farm

Turtle Creek Farm

Fish farm providing organic waste, site access, and receiving BSFL feed and frass back into on-farm operations.

Equipment capital & operations labor Project cash flows back as interest & service fees

Co-Products

Chitin & Co-Products

Premium chitin-based derivatives and co-products supplying Luxitin and other specialty buyers.

Core Outputs

BSFL & Meal

High-protein BSFL ingredients distributed to White Eagle (pet) and external protein offtakers.

Nutrient Loop

Frass

Frass marketed by Nellie’s Garden and utilized by Turtle Creek Farm and regional growers for soil and pond health.

BSFL & meal to White Eagle (pet) & external protein offtake

Frass to Nellie’s Garden products & on-farm soil programs

White Eagle Nutrition LLC (HoldCo)

Owns Nellie’s BSFL, Nellie’s Garden, White Eagle (pet), and Luxitin.
Coordinates long-term branded offtake and product innovation.

Morningtide Participation

Holds a minority equity stake in White Eagle Nutrition LLC.
Earns interest, principal repayments, and service fees from the Turtle Creek project.

Simplified Economic Flow Map

Turtle Creek Farm

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Organic waste streams & site access

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BSFL Modular Units

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BSFL feed + frass allocation

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Turtle Creek Farm

Morningtide Services LLC

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Equipment financing & processing labor

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BSFL Modular Units

Project Cash Flows

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Interest, principal & service payments

➜

Morningtide Services LLC

BSFL / Frass / Chitin Outputs

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Ingredients & finished products

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White Eagle · Nellie’s Garden · Luxitin

White Eagle Nutrition LLC

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Minority equity interest

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Morningtide Services LLC

Inputs to project

Product & value outflows

Financing & service flows