The Company is offering a minimum of five thousand (5,000) and a maximum of thirty-five thousand (35,000) Class A Preferred Membership Units at a price of One Thousand Dollars ($1,000.00) per Class A Preferred Membership Unit. Upon completion of the Offering between 5,000 and 35,000 Class A Preferred Membership Units will be issued. Holders of Class A Membership Units may also be referred to in this Memorandum, and certain Exhibits, as “Class A Members”.

Preferred Return: The Class A Preferred Membership Units sold through this Offering shall be provided a six percent (6%) non-compounding cumulative Preferred Return Distribution (the “Preferred Return”) paid to Class A Members semi-annually with bi-annual three percent (3%) Preferred Return distribution payments. The distribution of the Preferred Return will be subject to the financial performance of the Company and Fund Manager approval. The Preferred Return, and any accrued Preferred Return, shall be paid prior to the Fund Manager participating in the Incentive Fee due management (See “Management Compensation”).

Participation in Net Income and Capital Gains: The Class A Members shall also participate in a pro-rata percentage of seventy percent (70%) any additional net income approved for distribution to the Class A Members. The Fund Manager shall, by the terms of the Operating Agreement (See “Exhibit B - Operating Agreement”), declare and distribute at least ninety percent (90%) of realized net income from Fund operations to the Members of the LLC and according to the Net Income Distribution schedule as defined in the Fund’s Operating Agreement. Realized net income is defined in the Operating Agreement and shall consist of, but not be limited to, income derived from real estate leasing activities and capital gains from the sale of real estate assets.

The Fund Manager intends to retain five percent (5%) of net income initially as a reserve (the “Working Capital Reserve”) for unexpected expenses related to Fund operations. Any accrued Working Capital Reserve not utilized by the Fund will be treated as income and distributed to the Members of the LLC upon termination and winding down of the Fund’s operations.