F Street

Copy No. 55 Prospective Investor:

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

COLMAN I INVESTOR, LLC

Market-Rate Multifamily Homes

Rockford, IL

Jeffers Colman Yards I, LLC

Manager
225 E. Michigan Street Suite 300
Milwaukee, Wisconsin 53202
Telephone: (414) 501-5611
Email: joshua@jjeffers.com

$8,000,000

LIMITED LIABILITY COMPANY INTERESTS

This confidential private placement memorandum (as amended or supplemented, including all appendices, annexes
and exhibits, this “Memorandum”) is being furnished on a confidential basis to prospective investors in connection
with their evaluation of a proposed investment in limited liability company interest (“Interests”) in Colman I Investor,
LLC, a Delaware limited liability company (the “Company”). The Company will use the net proceeds from the sale
of Interests in this offering to help finance the conversion of the presently vacant Buildings 4, 5, and 9 into a mixed-
use, market-rate multifamily redevelopment with attached new parking structure (“Stage One”) within the broader
redevelopment of the Barber-Colman textile factory complex located in Rockford, Illinois (collectively, the “Project”).

Pursuant to this Memorandum, the Company is offering to qualified investors an aggregate of up to $8,000,000 in
Interests. The minimum subscription amount for Interests is $250,000. The Interests are being offered and sold in a
private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), and are available for purchase only by investors that qualify as “accredited investors,” as that term is defined
in Rule 501(a) promulgated under Regulation D of the Securities Act. Each person or entity who subscribes for
Interests will become a member of the Company (a “Member”) and will be subject to the terms and conditions of the
limited liability company agreement of the Company (as amended or restated, together with all attachments thereto,
the “Company Agreement”).

Jeffers Colman I, LLC, a Delaware limited liability company, will serve as the sole manager of the Company (the
“Manager”). The Manager controls the Company, subject to the authority of the Member to approve certain limited
matters. The Manager is wholly-owned and controlled by J. Jeffers & Co., LLC.

Neither the U.S. Securities and Exchange Commission nor any other federal, state or foreign securities
commission or similar authority has determined whether this Memorandum is truthful or complete or passed
upon or endorsed the Interests being offered hereby. The Interests have not been registered under the Securities

LEGAL02/43227775v6
 Act, or the securities laws of any state or country in reliance on exemptions from the registration requirements
of such laws. There is no public market for the Interests, and the Interests are subject to significant restrictions
on transfer. An investment in the Interests involves significant risk. See the section of this Memorandum titled
“Risk Factors.”

This Memorandum is dated July 31, 2023

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 IMPORTANT NOTICES TO INVESTORS

THIS MEMORANDUM IS BEING FURNISHED TO PROSPECTIVE INVESTORS ON A CONFIDENTIAL

BASIS IN ORDER THAT THEY MAY CONSIDER AN INVESTMENT IN INTERESTS AND MAY NOT BE
REPRODUCED, DISTRIBUTED OR USED BY ANY RECIPIENT FOR ANY OTHER PURPOSES. EACH
RECIPIENT OF THIS MEMORANDUM HEREBY AGREES TO MAINTAIN THE CONFIDENTIALITY OF THE
INFORMATION CONTAINED IN THIS MEMORANDUM, AS WELL AS ANY SUPPLEMENTAL
INFORMATION PROVIDED TO THE RECIPIENT BY THE COMPANY OR ANY OF ITS REPRESENTATIVES.

INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK THAT PROSPECTIVE

INVESTORS SHOULD CAREFULLY CONSIDER. THERE CAN BE NO ASSURANCE THAT THE
COMPANY’S INVESTMENT OBJECTIVES WILL BE ACHIEVED OR THAT INVESTORS WILL RECEIVE A
COMPLETE RETURN OF THEIR CAPITAL. INVESTMENT IN THE COMPANY IS SUITABLE ONLY FOR
SOPHISTICATED INVESTORS AND REQUIRES THE FINANCIAL ABILITY AND WILLINGNESS TO
ACCEPT THE SIGNIFICANT RISKS AND LACK OF LIQUIDITY INHERENT IN AN INVESTMENT IN THE
COMPANY.

INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THIS OFFERING.
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR
ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGER OR ANY OF
THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS, AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH INVESTOR SHOULD CONSULT ITS
OWN ADVISORS AS TO ALL LEGAL, TAX AND RELATED MATTERS REGARDING AN INVESTMENT IN
THE INTERESTS.

STATEMENTS IN THIS MEMORANDUM ARE MADE AS OF THE DATE OF THIS MEMORANDUM UNLESS
STATED OTHERWISE AND THE DELIVERY OF THIS MEMORANDUM AT ANY TIME DOES NOT IMPLY
THAT INFORMATION HEREIN IS CORRECT AS OF ANY SUBSEQUENT DATE. NO INTERESTS MAY BE
SOLD WITHOUT DELIVERY OF THIS MEMORANDUM. NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS
MEMORANDUM, AND ANY REPRESENTATION OR INFORMATION NOT CONTAINED HEREIN MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE MANAGER OR ANY
OF THEIR RESPECTIVE AFFILIATES.

THIS MEMORANDUM DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR OR IN CONNECTION
WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. THE INTERESTS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, AND THIS MEMORANDUM MAY NOT BE DISTRIBUTED IN ANY JURISDICTION, EXCEPT
IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE IN SUCH JURISDICTION.

EACH PROSPECTIVE INVESTOR IS INVITED TO MEET WITH REPRESENTATIVES OF THE MANAGER

TO DISCUSS WITH, ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, SUCH REPRESENTATIVES
CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING, AND TO OBTAIN ANY ADDITIONAL
RELEVANT INFORMATION, TO THE EXTENT SUCH REPRESENTATIVES POSSESS SUCH
INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY
TO VERIFY THE INFORMATION CONTAINED HEREIN.

THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE COMPANY AGREEMENT,
THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF STATES AND OTHER JURISDICTIONS.
INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THERE IS NO SECONDARY MARKET FOR THE INTERESTS AND SUCH
A MARKET IS NOT EXPECTED TO DEVELOP.

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 CERTAIN INFORMATION CONTAINED HEREIN MAY BE BASED ON OR DERIVED FROM
INFORMATION PROVIDED BY INDEPENDENT THIRD-PARTY SOURCES. WHILE SUCH INFORMATION
IS BELIEVED TO BE ACCURATE RELIABLE FOR THE PURPOSES FOR WHICH IT IS USED HEREIN, NO
REPRESENTATIONS ARE MADE AS TO THE ACCURACY OR COMPLETENESS THEREOF AND NONE OF
THE COMPANY, THE MANAGER, OR ANY OF THEIR RESPECTIVE MEMBERS, MANAGERS, PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS ASSUMES ANY RESPONSIBILITY FOR THE
ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION.

ANY INFORMATION PROVIDED HEREIN REGARDING THE PERFORMANCE OF INVESTMENT

PROGRAMS, VEHICLES, PROJECTS OR INVESTMENTS SPONSORED, ADVISED, MANAGED OR
INVESTED IN BY THE SPONSOR, ITS AFFILIATES OR ANY OTHER PARTY IS PRESENTED FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT A GUARANTEE OF THE FUTURE PERFORMANCE OF
THE COMPANY OR THE PROJECT. THERE CAN BE NO ASSURANCE THAT THE COMPANY OR PROJECT
WILL ACHIEVE COMPARABLE FINANCIAL RESULTS TO ANY SUCH OTHER PROGRAMS, VEHICLES,
PROJECTS OR INVESTMENTS OR THAT THE COMPANY WILL BE ABLE TO ACHIEVE ITS INVESTMENT
OBJECTIVES. ANY INVESTMENT IN THE COMPANY IS SUBJECT TO DIFFERENT TERMS, CONDITIONS
AND RISKS THAN SUCH OTHER PROGRAMS, VEHICLES, PROJECTS AND INVESTMENTS. PAST
PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.

ANY FORECASTS, PROJECTIONS OR TARGET RETURNS SET FORTH HEREIN ARE BASED ON
ESTIMATES AND ASSUMPTIONS ABOUT PERFORMANCE BELIEVED TO BE REASONABLE UNDER
THE CIRCUMSTANCES. HOWEVER, THERE IS NO GUARANTEE THAT THE FACTS ON WHICH SUCH
ESTIMATES AND ASSUMPTIONS ARE BASED WILL MATERIALIZE AS ANTICIPATED AND WILL BE
APPLICABLE TO THE COMPANY OR THE PROJECT. ANY TARGET RETURNS SET FORTH HEREIN ARE
HYPOTHETICAL AND ARE NOT A GUARANTEE OF THE COMPANY’S FUTURE PERFORMANCE.
IMPORTANT RISK FACTORS ARE SET FORTH IN THIS MEMORANDUM.

THE INTERESTS ARE BEING OFFERED AND SOLD IN A PRIVATE OFFERING EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO SECTION 4(A)(2) OF THE
SECURITIES ACT AND RULE 506(B) OF REGULATION D PROMULGATED UNDER THE SECURITIES
ACT. ACCORDINGLY, THE INTERESTS ARE AVAILABLE ONLY TO PERSONS AND ENTITIES WHO
QUALIFY AS “ACCREDITED INVESTORS” AS DEFINED BY RULE 501(A) OF REGULATION D, AS
PROMULGATED UNDER THE SECURITIES ACT.

THE REQUIREMENT THAT AN INVESTOR SUBSCRIBING TO PURCHASE INTERESTS BE AN

“ACCREDITED INVESTOR” IS A MINIMUM REQUIREMENT AND DOES NOT NECESSARILY MEAN
THAT THE INTERESTS ARE A SUITABLE INVESTMENT FOR SUCH PERSON. ACCORDINGLY, EACH
PROSPECTIVE INVESTOR IS URGED TO CONSULT WITH ITS OWN PROFESSIONAL ADVISORS TO
DETERMINE WHETHER THE PURCHASE OF INTERESTS IS APPROPRIATE IN LIGHT OF SUCH
PROSPECTIVE INVESTOR’S PARTICULAR FINANCIAL, TAX AND LEGAL SITUATION.

THIS MEMORANDUM CONTAINS A SUMMARY OF THE COMPANY AGREEMENT AND CERTAIN

OTHER DOCUMENTS REFERRED TO HEREIN. HOWEVER, THE SUMMARIES SET FORTH HEREIN DO
NOT PURPORT TO BE COMPLETE AND THEY ARE SUBJECT TO AND QUALIFIED IN THEIR ENTIRETY
BY REFERENCE TO THE COMPANY AGREEMENT AND SUCH OTHER DOCUMENTS. IF DESCRIPTIONS
OR TERMS IN THIS MEMORANDUM ARE INCONSISTENT WITH OR CONTRARY TO DESCRIPTIONS OR
TERMS IN THE COMPANY AGREEMENT OR SUCH OTHER DOCUMENTS, THE COMPANY AGREEMENT
OR SUCH OTHER DOCUMENTS, AS APPLICABLE, SHALL CONTROL.

CERTAIN INFORMATION CONTAINED IN THIS MEMORANDUM MAY CONSTITUTE “FORWARD

LOOKING” STATEMENTS, WHICH STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD
LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,”
“ESTIMATE,” “INTEND,” “CONTINUE” OR “BELIEVE” OR THE NEGATIVES THEREOF OR OTHER
VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO THE VARIOUS RISKS AND
UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH HEREIN UNDER THE
HEADING “RISK FACTORS,” ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE

LEGAL02/43227775v6 iv
 COMPANY MAY DIFFER SUBSTANTIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH
FORWARD LOOKING STATEMENTS.

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 TABLE OF CONTENTS

Page

HOW TO SUBSCRIBE ........................................................................................................................................................ 1

SUMMARY OF TERMS ..................................................................................................................................................... 2
THE PROJECT ................................................................................................................................................................... 10
SOURCES AND USES ...................................................................................................................................................... 16
PROJECT FINANCING ..................................................................................................................................................... 17
FINANCIAL PROJECTIONS ............................................................................................................................................ 22
THE SPONSOR .................................................................................................................................................................. 23
MANAGEMENT ................................................................................................................................................................ 26
RISK FACTORS ................................................................................................................................................................ 28
CERTAIN TAX MATTERS............................................................................................................................................... 36
CERTAIN ERISA CONSIDERATIONS ............................................................................................................................ 45
LEGAL PROCEEDINGS ................................................................................................................................................... 47
EXHIBIT A – SITE PLAN AND PROJECT RENDERINGS
EXHIBIT B – CONFIDENTIAL PROJECTIONS
EXHIBIT C – MARKET ANALYSIS
EXHIBIT D – FORM OF SUBSCRIPTION AGREEMENT

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 HOW TO SUBSCRIBE

Investors who meet the suitability standards described herein may purchase Interests. Investors seeking to purchase
Interests should:

• Read this entire Memorandum, including all appendices and supplements hereto.

• Complete the execution copy of a subscription agreement, in the form attached hereto as Exhibit D.

• Deliver a completed subscription agreement, together with any other documents and information that the
Manager may request in connection with the completion of a subscription agreement (collectively, the
“Subscription Documents”), together with payment in full for the Interests being subscribed for, in accordance
with the written instructions set forth in the Subscription Documents or otherwise provided by the Manager.

By executing the Subscription Documents and paying the total purchase price for the Interests subscribed for, each
investor attests that the investor meets the suitability standards as set forth in the Subscription Documents and agrees
to be bound by all of the terms thereof.

Acceptance and Rejection of Subscriptions

The Manager has the right to accept or reject, in whole or in part, any subscription for Interests for any reason. If for
any reason the Manager rejects a prospective investor’s subscription, the Company will promptly return the
prospective investor’s Subscription Documents and any subscription payment received in connection with such
Subscription Documents, without interest or deduction.

If you have any questions regarding completion of the Subscription Documents or an investment in the
Company, please contact:

Joshua Jeffers
CEO
J. Jeffers & Co.
Phone: 414-501-5611
Email: joshua@jjeffers.com

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 SUMMARY OF TERMS

The following is a summary of certain information regarding the Company and an investment in Interests. This
summary is not intended to be exhaustive and is qualified in its entirety by reference to the terms of the Company
Agreement and, as applicable, the more detailed disclosure included elsewhere in this Memorandum. The Company
Agreement, a form of which will be provided to each prospective investor prior to acceptance of their subscription,
should be carefully reviewed by any prospective investor prior to making an investment decision. To the extent that
the terms set forth below are inconsistent with those of the Company Agreement or any other document, the Company
Agreement or such other document will control. All capitalized terms used in this Memorandum not otherwise defined
herein shall have the meaning given to such terms in the Company Agreement.

Company The Company is a recently formed Delaware limited liability company. The
Company was organized to fund the redevelopment of the Project, as described
herein.

The Company’s principal place of business is located at 225 E Michigan St, #300
Milwaukee, WI 53202.

Manager Pursuant to the Company Agreement, the Manager will manage the Company and
will have sole authority over all operational decisions on behalf of the Company,
subject to certain limited consent rights granted to the Members pursuant to the
Company Agreement. The Manager is wholly-owned and controlled by J. Jeffers &
Co., LLC. See the section of this Memorandum titled “Management.”

Sponsor Founded in 2012 by Joshua Jeffers with a goal of building a different kind of real
estate firm, J. Jeffers & Co., LLC (the “Sponsor” or “J. Jeffers & Co”) is built on the
principles of Accountability, Integrity, and Perseverance, all of which it believes are
essential for achieving high-quality outcomes for its partners, communities, and
stakeholders. The Sponsor believes real estate development is a powerful vehicle for
enhancing communities and creating value. The Sponsor’s developments seek to
create catalytic and comprehensive change for communities through historic
rehabilitation, adaptive reuse, and architecturally sensitive new construction,
pursuing development principles of sustainability, social impact and strong
governance.

For additional information regarding the Sponsor, see the section of this
Memorandum titled “The Sponsor.”

The Offering The Company is offering an aggregate of up to $8,000,000 in Interests (inclusive of

the Manager’s investment in the Company, as discussed below).

Minimum Investment Each Member must subscribe for at least $250,000 in Interests; provided, however,
the Manager may accept subscriptions for less than such minimum subscription
amount in its sole discretion.

Manager’s Investment The Manager will purchase 10.0% of the total Interests sold in this offering (equal to
$800,000 in Interests, assuming a total of $8,000,000 in Interests are sold in the
Offering). The Manager will be treated as a Member in all respects with regards to
the Manager’s capital contributions to the Company, except as otherwise expressly
specified in the Company Agreement.

The Project The Company intends to use the net proceeds from this Offering, together with
certain financing (as discussed in “Project Financing”), to fund Stage One of the
development of the Project, a transformational, multi-phase master planned Live

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 Work Play community located in Rockford, Illinois commonly referred to as
“Colman Yards.”

The Company, through a wholly-owned subsidiary, is the sole member of Colman

Manager I, LLC, a Delaware limited liability company (“Colman Manager”).
Colman Manager is in turn the managing member of Colman Landlord I, LLC, a
Delaware limited liability company and the owner of the Project (“Property Owner”).
Due to the Company’s ownership of Colman Manager, the Manager will effectively
manage and control the Property Owner. The net proceeds from the sale of Interests
in this offering will be contributed to Colman Manager and in turn contributed to the
Property Owner. The Property Owner will use such net proceeds to fund the
development of the Project as discussed herein.

For additional information regarding the Project, see the sections of this
Memorandum titled “The Project” and “Project Financing” and Exhibit A, Exhibit B
and Exhibit C attached hereto.

Investor Suitability The Interests are being offered in a private placement exempt from the registration
requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act
and Rule 506(b) of Regulation D promulgated under the Securities Act. Accordingly,
the Interests are available for purchase only by investors who qualify as “accredited
investors,” as that term is defined in Rule 501(a) promulgated under Regulation D of
the Securities Act.

Subscription Procedures Each person desiring to acquire Interests must tender a completed and executed
Subscription Documents. The Company will have the right, in the Manager’s sole
discretion, to accept or reject any Subscription Documents. See the section of this
Memorandum titled “How to Subscribe.”

Closings The Company anticipates that it will accept subscriptions for Interests and admit such
subscribers as Members of the Company on a single date determined by the Manager
in its sole discretion (such date, the “Closing”). The Closing will occur no later than
December 31, 2023. If the Closing has not occurred by December 31, 2023, the
Company will refund any subscription proceeds received as of sch date and terminate
this offering.

Initial Capital Each Member will make an initial Capital Contribution to the Company in an amount
Contributions; Members’ equal to the full subscription amount set forth in such Member’s Subscription
Schedule Documents (an “Initial Capital Contribution”). Each Member will be deemed to have
made an Initial Capital Contribution to the Company and to own Membership
Interests in the amounts set forth opposite such Member’s name and address on the
schedule of Members maintained by the Manager (the “Members’ Schedule”). The
Manager will maintain and update the Members’ Schedule upon (i) any Additional
Capital Contributions (as discussed below) and (ii) the issuance or transfer of any
Membership Interests to any new or existing Member in accordance with the
Company Agreement.

Additional Capital No Member will be required to make any Capital Contributions to the Company other
Contributions than such Member’s Initial Capital Contribution and, except as set forth below, no
Member will be permitted to make any Capital Contributions to the Company other
than such Member’s Initial Capital Contribution.

In the event that the Manager determines that additional cash Capital Contributions
are necessary or appropriate to pay any operating, capital, or other expenses relating
to the Company’s business (such additional Capital Contributions, “Additional

LEGAL02/43227775v6 3
 Capital Contributions”), the Manager will deliver to all of the Members a written
notice (an “Additional Capital Call Notice”) specifying in reasonable detail (i) the
aggregate amount of such Additional Capital Contributions, (ii) the purpose for such
Additional Capital Contributions, (iii) each Member’s pro rata share of the aggregate
amount of such Additional Capital Contributions (based upon each Member’s
Membership Interests), and (iv) the date (which date shall not be less than ten (10)
Business Days following the date that such Additional Capital Call Notice is given)
on which such Additional Capital Contributions shall be required to be made by the
Participating Members (as defined below).

Each Member will have five (5) business days following the date that an Additional
Capital Call Notice is delivered (such period, the “Election Period”) to notify the
Manager in writing whether such Member will fund such Member’s pro rata share of
the aggregate amount of Additional Capital Contributions requested pursuant to the
Additional Capital Call Notice. Any Member that fails to deliver such a written notice
within the Election Period will be deemed to have elected not to fund such Member’s
pro rata share of the aggregate amount of Additional Capital Contributions. Any
Member that elects not to (or is deemed to have elected not to pursuant to the
preceding sentence) fund such Member’s pro rata share of the aggregate requested
Additional Capital Contributions shall be deemed to be a “Non-Participating
Member.”

The Manager, in its capacity as a Member, will participate in any request for
Additional Capital Contributions on a pro rata basis with all other Members. In
addition, following the Election Period, the Manager may elect, in its sole discretion,
to fund all or any portion of the amount of requested Additional Capital Contributions
not funded by Non-Participating Members (a “Funding Shortfall”). The Manager
may fund all or any portion of any such Funding Shortfall via an Additional Capital
Contribution or a loan from the Manager to the Company.

Distributions – Generally It is anticipated that the Company will pay cash distributions to the Members on an
annual basis once distributions commence; provided, however, that distributions are
not guaranteed and the amount and timing of all distributions will be in the sole
discretion of the Manager.

The amount of cash available for distributions will be affected by a number of factors
and the payment of distributions is not guaranteed. The Company does not expect to
have cash available for distribution to Members until the completion and subsequent
lease-up and stabilization of Stage One of the Project, which is expected to occur in
the third year of the expected holding period. For additional discussion, see the
section of this Memorandum titled “The Project.”

Preferred Distributions Each Member (including the Manager in its capacity as a Member) will be entitled
to receive, when, as and if authorized by the Manager, cumulative distributions at the
rate of 8.0% per annum of such Member’s aggregate Capital Contributions (the
“Preferred Distributions”). Preferred Distributions payable to each Member will
accrue and be cumulative from and including the Closing on which such Member
was admitted to the Company as a Member and funded its Initial Capital Contribution
and will be payable annually in arrears. Preferred Distributions will accrue whether
or not the Company has earnings, whether or not there are assets legally available for
the payment thereof and whether or not such distributions are authorized or declared
by the Manager.

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 Distributions – Priority Pursuant to the Company Agreement, distributable cash, including Deferred
Developer Fees, will be apportioned among the Members (including the Manager in
its capacity as a Member) in proportion to their respective Membership Interests. The
amount so apportioned to each Member will be divided between such Member and
the Manager and distributed as follows:

• First, to such Member in payment in full of any accrued and unpaid Preferred
Distributions;

• Second, 100% to such Member until distributions to such Member on a

cumulative basis pursuant to this clause is equal to such Member’s aggregate
Capital Contributions;

• Third, 100% to such Member until all distributions to such Member on a

cumulative basis is equal to an 8% IRR;

• Fourth, (A) 80% to such Member and (B) 20% to the Manager until such time
as all distributions to such Member on a cumulative basis is equal to a 12%
IRR;

• Fifth, (A) 70% to such Member and (B) 30% to the Manager until such time
as all distributions to such Member on a cumulative basis is equal to a 16%
IRR; and

• Sixth, thereafter, (A) 60% to such Member and (B) 40% to the Manager.

As used herein, “Membership Interest” means, with respect to any Member, a

percentage equal to (x) the Capital Contributions of such Member, divided by (y) the
aggregate Capital Contributions of all Members as of such date.

Holding Period and Exit The Company intends to hold its ownership interests in the Stage One properties (i.e.,
Strategy Buildings 4, 5, and 9 of the Project along with the to-be-constructed attached parking
structure) until such time as the Stage One properties can be refinanced with a U.S.
Department of Housing and Urban Development (“HUD”) Section 223(F) or similar
permanent debt placement, at the Sponsor’s discretion which is expected to result in
a four-year investment horizon. The actual hold period will be subject to market
conditions and as a result, the Sponsor may elect to refinance at a later time.

Upon the placement of permanent debt on the Stage One properties (a

“Refinancing”), the Company will be dissolved and terminated, and all residual
proceeds from such Refinancing will be distributed to the Members in accordance
with the terms of the Company Agreement. See “Distributions–Priority” above.

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 Expenses Manager Expenses

The Company will not have any salaried personnel. As between the Manager and the
Company, the Manager or its affiliates will be solely responsible for and will pay and
bear all compensation of officers and employees and related overhead expenses of
the Manager and its affiliates (collectively, “Manager Expenses”).

Company Expenses

The Company will bear and pay, and will reimburse the Manager or any of its
affiliates for, as the case may be, all fees, costs, expenses and liabilities that in the
reasonable judgment of the Manager are attributable to the Company’s operations or
activities (excluding Manager Expenses) (collectively, “Company Expenses”),
including, without limitation, any such costs and expenses related to:

• the formation and organization of the Company and the Manager, including the
preparation of the Company Agreement and other organizational agreements
relating to the Company, the Manager and their affiliates, and the offer and sale
of the Interests and admission of subscribers for Interests as Members,
including legal, accounting, filing and all other expenses;

• identifying, evaluating, pursuing, structuring, negotiating, acquiring, holding

and disposing of the Company’s direct and indirect investment in the Project;

• ongoing administrative expenses of the Company, including the maintenance

of books and records of the Company and the preparation of financial reports
to Members, tax returns and notices required pursuant to this Agreement;

• legal, auditing, consulting, accounting, valuation, appraiser, regulatory

compliance, data provider, custodian, transfer agent, disbursal, brokerage,
registration, origination, servicing, administrator and other third party services
provided to the Company or the Manager;

• any indebtedness or guarantees of the Company (whether guaranteed by the

Partnership or an affiliate); and

• the dissolution and liquidation of the Company.

The foregoing expenses may be paid by Colman Manager and/or the Property Owner,
in which case the Company will not directly bear or reimburse such costs and
expenses.

Sponsor Affiliate Fees An affiliate of the Sponsor (the “Developer”) will receive the following
compensation in connection with the development of the Project. The net proceeds
from the sale of Interests and other Colman Yards Stage One Sources will be used to
fund the payment of such compensation.

• Developer Fee: Currently anticipated to be approximately $4,100,000. The

Developer Fee will be paid in stages, with 25% due at Closing, an additional
50% due upon Stage One being placed in service, and the final 25% due upon
Stage One being leased up to stabilization, subject to a debt service coverage
ratio and other terms and conditions.

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 • Deferred Developer Fee (DDF): Approximately 95% of available cash flow
from the project during the tax credit recapture period will be paid annually to
the Company.

• Construction Management Incentive Fee: An incentive construction

management fee of up to 2% of hard construction costs savings associated
with Stage One. This fee, if any, will be earned and paid following completion
of the project.

• Marketing Fee: $75,000, paid at Closing

• Tax Partnership Structuring Fee: $95,000, paid at Closing

• Back-office Expense Reimbursement: $170,000, paid at Closing

• Partnership Management Fee: $100,000 per year, commencing with the first
full year following completion of construction of Stage One

Transfers of Interests Pursuant to the Company Agreement, a Member may not sell, assign, transfer or
otherwise dispose of all or any part of its Interests without the prior written consent
of the Manager; provided, however, that a Member may make certain transfers of its
Interests without the consent of the Manager, including to an affiliate of such Member
or to certain family members of the Member. Any transfer or attempted transfer of
any Membership Interest in violation of the terms of the Company Agreement will
be null and void.

The Manager may not assign its rights and obligations as Manager or otherwise
transfer its Membership Interest without the written consent of the Members
representing at least a majority of the Membership Interests (excluding for purposes
of such calculation any Membership Interests held by the Manager or its affiliates);
provided, however, that without the consent of the Members, the Manager may assign
its rights and obligations as Manager or otherwise transfer its Membership Interest to
any affiliate of the Manager.

Limitation of Liability and Limitation of Liability

Indemnification
No Covered Person will be liable to the Company or any other Covered Person for
any loss, damage or claim incurred as a result of any action taken or omitted to be
taken by such Covered Person in their capacity as a Covered Person, so long as such
action or omission does not constitute fraud or willful misconduct by such Covered
Person. As used herein, “Covered Person” means (i) each Member; (ii) each officer,
director, stockholder, partner, member, Affiliate, employee, agent or representative
of each Member; (iii) the Manager, and (iv) each officer, employee, agent or
representative of the Company.

Indemnification

To the fullest extent permitted by law, the Company will indemnify, hold harmless,
defend, pay and reimburse any Covered Person against any and all losses to which
such Covered Person may become subject as a result of: (i) any act or omission or
alleged act or omission performed or omitted to be performed on behalf of the
Company or any Member in connection with the business of the Company; or (ii)
such Covered Person being or acting in connection with the business of the Company
as a member, stockholder, Affiliate, manager, director, officer, employee or agent of
the Company, any Member, or any of their respective affiliates, or that such Covered

LEGAL02/43227775v6 7
 Person is or was serving at the request of the Company as a member, manager,
director, officer, employee or agent of any Person including the Company; provided,
however, that (a) such Covered Person acted in good faith and in a manner believed
by such Covered Person to be in, or not opposed to, the best interests of the Company,
and (b) such Covered Person's conduct did not constitute fraud or willful misconduct,
in each case as determined by a final, non-appealable order of a court of competent
jurisdiction.

Any indemnity provided by the Company will be provided out of and to the extent of
Company assets only, and no Member (unless such Member otherwise agrees in
writing) will have personal liability with respect thereto or will be required to make
additional capital contributions to the Company to help satisfy such indemnity by the
Company.

Amendments to Company The Company Agreement may not be amended or modified except upon the written
Agreement agreement of the Company and the Members holding a majority of the Membership
Interests; provided, however, that without the consent of any other Member, the
General Partner may amend this Agreement to (a) amend the Members Schedule
from time to time in accordance with this Agreement, (b) make amendments of a
ministerial nature to correct errors and cure ambiguities, or (c) make amendments for
the benefit of all Members. Notwithstanding the foregoing, the Manager may not
amend the Company Agreement in any manner which adversely and
disproportionately affects or amends the rights, powers or obligations (including
without limitation with respect to the limitation of liability) of any existing Member
without the prior written consent of such Member.

Term of Company The Company will, unless terminated and dissolved pursuant to the terms of the
Company Agreement (as discussed below), continue indefinitely.

Dissolution and The Company will be dissolved, and its affairs wound up, only upon the earliest to
Liquidation of Company occur of any of the following events:
• an election to dissolve the Company made by the Manager in its sole discretion;

• A Refinancing; and

• the entry of a decree of judicial dissolution under applicable law.

Financial Reports to Commencing with the first full fiscal quarter following completion of the
Members construction phase of the Project, the Company will furnish to each Member as soon
as available, and in any event within sixty (60) days after the end of each calendar
quarter (other than the last fiscal quarter of the fiscal year), unaudited consolidated
balance sheets of the Company as at the end of each such fiscal quarter and for the
current fiscal year to date and unaudited consolidated statements of income and net
cash flows for such fiscal quarter and for the current fiscal year to date, all in
reasonable detail and all prepared in accordance with GAAP, consistently applied.

The Company will also furnish to each Member as soon as available, and in any event
within 120 days after the end of each Fiscal Year, commencing with the first Fiscal
Year ending after completion of the construction phase of the Project, audited
consolidated financial statements of the Company, all in reasonable detail and all
prepared in accordance with GAAP, consistently applied.

Tax Returns As soon as reasonably possible after the end of each fiscal year, but in no event later
than 30 days after the audited financial statements for each fiscal year have been
completed, the Manager will cause to be delivered to each person who was a Member

LEGAL02/43227775v6 8
 at any time during such fiscal year, IRS Schedule K-1 to Form 1065 and such other
information with respect to the Company as may be necessary for the preparation of
such person’s federal, state and local income tax returns for such fiscal year.

Risk Factors AN INVESTMENT IN THE COMPANY IS SUBJECT TO NUMEROUS RISKS.

See the section of this Memorandum titled “Risk Factors.”

Conflicts of Interest The Company is subject to conflicts of interest arising out of its relationship with the
Sponsor and its affiliates. See” Risk Factors-Risks Related to Conflicts of Interest.”

Tax Considerations The Company expects that it will be treated as a partnership for U.S. federal income
tax purposes. Consequently, the Company generally will not be subject to U.S.
federal income tax, and each Member will be required to include in computing its
U.S. federal income tax liability its allocable share of the items of income, gain, loss,
deduction, and credit of the Company, regardless of whether any distributions have
been made by the Company to that Member. Tax-exempt entities should be aware
that a significant portion of the Company’s income may be “unrelated business
taxable income,” and non-U.S. investors should be aware that a significant portion of
the Company’s income may be “effectively connected income.” The taxation of
partners and partnerships is complex. Each prospective investor is urged to
consult its own tax advisor as to the tax consequences of an investment in the
Company. See the section of this Memorandum titled “Certain Tax Matters.”

Other Regulatory The Company intends to engage primarily in the business of investing in real estate
Considerations and to conduct its operations so that neither the Company nor any of its subsidiaries
are required to register as an investment company under the Investment Company
Act of 1940, as amended, and the rules and regulations promulgated thereunder (the
“Investment Company Act”).

The section of this Memorandum titled “Certain ERISA Considerations” describes

the effect that the purchase of Interests will have on individual retirement accounts
(“IRAs”) and retirement plans that are subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and the Code.

LEGAL02/43227775v6 9
 THE PROJECT

Overview

The Company intends to use the net offering proceeds from this Offering, together with certain financing (as described
in the section of this Memorandum titled “Project Financing”) to fund Stage One of the Project, a transformational,
multi-phase, master planned Live-Work-Play community commonly referred to as “Colman Yards” located in
Rockford, Illinois. When complete, the 26-acre Colman Yards site will serve as a vibrant, 10-minute walkable, mixed-
use district, providing new accessible housing, creating new jobs, and bringing new vibrancy to the Rockford
community.

Redevelopment of what was the Barber-Colman Company industrial site will be phased, pursuant to a $430 million
master plan agreement with the City of Rockford,. Upon completion of all stages, Colman Yards is expected to include
964 attainable housing units, more than 130,000 square feet of commercial space, ample dedicated parking and
150,000 square feet of green/open space. See “Construction Plan and Schedule” below.

Federal approvals and public financing are now in place to undertake Stage One of this best-in-class redevelopment
that honors the Barber-Colman Company site’s industrial legacy while providing responsible environmental
stewardship through significant historic rehabilitation, adaptive reuse, energy efficiencies, carbon mitigations and
ecological sensitivity.

Redevelopment rendering

Project Vision

The Colman Yards project is an infill priority for the City of Rockford. The Sponsor’s mixed-use revitalization plan
will provide significant residential density alongside a diversified mix of commercial amenities and activated green
space on the former Brownfield site, which falls within a designated State of Illinois River Edge Redevelopment Zone
(RERZ).

LEGAL02/43227775v6 10
 Anchoring Rockford’s South Main Commercial
Corridor, Colman Yards also will fuel local growth
strategies involving improved linkages between
economic drivers like the adjacent Downtown
District, Chicago Rockford International Airport,
and other key points of interest, visitor destinations
and neighborhood centers throughout the City of
Rockford. Placing a high value on access, the
Project will accommodate active transportation
through pedestrian, bike and ride sharing with
multi-use paths that contemplate existing and
anticipated municipal bike and public transit
infrastructure, as well as the recently announced
addition of Metra rail service to and from Chicago.

Centered in transformative placemaking principles, Colman Yards will complement other infill development
occurring along the South Main Commercial Corridor and contribute to the City of Rockford’s efforts to achieve
environmental justice through Brownfield redevelopment. The Project’s anticipated social, environmental and
financial impacts include:

• Accrued employment increase of approximately 2,784 full-time equivalent (FTE) jobs through 2030
(Source: Regional Economic Models Inc. (REMI) analysis)

• 400 full-time employees construction jobs (Source: Sponsor estimate)

• $108 million in residential spending impact per year upon Project completion (964 units). Based on regional
apartment residents’ average spending contribution to the local economy each year of $67,500 per person.
(Source: National Multifamily Housing Council and National Apartment Association)

• $26 million in residential spending impact per year by 2025, when the first 215 units are scheduled to be
delivered. (Source: National Multifamily Housing Council and National Apartment Association)

• Nearly 30% reduction in total carbon emissions by delivering new residential and commercial space through
responsible rehabilitation of 500,000 square feet of existing building stock versus delivering the same space
through ground-up development (Source: Carbon Avoided Retrofit Estimator (CARE) Tool)

Founders Building / Current Condition Founders Building / Rehabilitation Rendering

The Sponsor believes that Colman Yards is positioned to attract a range of potential renters within and outside of the
underserved Rockford region. The variety of unit sizes and styles will appeal to a diverse renter base. The Sponsor

LEGAL02/43227775v6 11
 believes that the option to select units with dedicated parking will provide further pricing flexibility, enhancing the
appeal of Colman Yards to a wide range of prospective residents.

Site History

At its height in the mid-1970s, the Barber-Colman Company employed 3,000 workers at its Rockford campus. While
officially incorporated in 1904 in Rockford to design and manufacture textile machinery, the Barber-Colman
Company quickly spawned specialty divisions, including the Machine Tool Division (1908), Experimental Division
(1914), and Electrical Division (1924). In all, founder Howard Colman was credited with 149 industrial patents over
his career, fueling the diversified operation’s remarkable growth and success. In 2001, following nearly two decades
of divestiture, the 20-structure manufacturing campus ceased all operations.

Central Commons / Current Condition Central Commons / Rehabilitation Rendering

The Colman Yards Project aligns with significant and longstanding local, state and federal commitment to reimagining
the former Barber-Colman Company site. Upon acquiring the vacated campus in 2002, the City of Rockford began an
environmental assessment and cleanup process with the U.S. Environmental Protection Agency to position the site for
redevelopment. That process is currently in its final phase. During the city’s ownership, the complex was successfully
placed on the National Register of Historic Places, enabling eligibility for HTCs. The Barber-Colman Company
Historic District was established in 2006.

In 2007, the State of Illinois created the RERZ program to stimulate the development of environmentally challenged
properties near rivers through the use of tax incentives. This program was established for Rockford and four other
Illinois municipalities to create and retain jobs and stimulate business and industrial retention and growth. The
emphasis for these RERZ projects is returning environmentally challenged sites to productive use. The Rockford
RERZ – which includes the former Barber-Colman site – is a 30-year old program.

LEGAL02/43227775v6 12
 Demographic, Employment & Development Trends

Located just outside of the Greater Chicago region, Rockford is the fifth largest city in Illinois, with a metropolitan
statistical area population of 336,928. There are more than 800,000 people within 45 miles of Rockford and 13 million
within 120 miles. The City of Rockford’s 2020 population was reported as 147,441, which was stable from the
previous year.

The Rockford region emerged in the last century as a center of excellence for industries including furniture and farm
implement production. This legacy is the foundation for Rockford’s current advanced manufacturing sector
competitiveness in industries like automotive, aerospace/defense, machine tools and heavy machinery. Today,
Rockford enjoys a higher-than-average concentration of engineering, manufacturing, R&D and aerospace
employment. A significant economic driver is Chicago Rockford International Airport, the 13th largest cargo airport
in United States.

Rockford region top employers include:

• UW Health SwedishAmerican Health System | Healthcare - 3,780 employees

• Mercyhealth | Healthcare - 3,000 employees
• OSF Healthcare | Healthcare - 2,200 employees
• UPS | Logistics & Distribution - 2,000 employees
• Collins Aerospace | Aerospace Manufacturing - 2,000 employees
• Woodward | Aerospace Manufacturing - 2,000 employees
• Amazon | Logistics & Distribution - 1,535 employees

Adjacent to the Project site, Downtown Rockford is the Winnebago County seat and center of government, finance,
LEGAL02/43227775v6 13
 commerce, and civic life. The Downtown District is enjoying a renaissance, reportedly generating $775 million in
public and private investment over the last five years.

Rental Market Fundamentals

In its analysis, the Company found that residential rental competition in the Rockford region is limited. There have
been no new market rate apartment developments of scale in more than 20 years. Market research firm Tracy Cross
& Associates (TCA) reports a total of 23,000 local renter households in Rockford as of October 2022, with limited
new product. There are no apartment communities of more than 65 units in the pipeline outside of the Project.
Additionally, of surveyed apartment communities in Downtown Rockford, vacancy sits at 0.6% as of October 2022.

Among a representative sampling of several existing market-rate apartment complexes in Downtown Rockford as of
October 2022, TCA found that “occupancy levels for all but one building surveyed in Downtown Rockford stand at
100 percent, reflecting extremely tight market conditions. In a normal or balanced market, vacancies of 5.0 or 6.0
percent are typically required for filtering or movement between communities. In addition, rent levels among these
selected communities have increased by 6 percent over the past year. In suburban Rockford, vacancy levels of 1.2
percent and rent growth of as much as 10-15 percent were found.”

Construction Plan & Schedule

The complete redevelopment of the Project – which is expected to take 8 to 10 years – will involve 500,000 square
feet of historic rehabilitation and 1.5 million square feet of new construction. A signature of the completed Project
will be its public green space and riverfront activation plan, which will help to establish Colman Yards as a regional
destination. Green space features are expected to include a riverfront amphitheater, dog park, splash pad, public art
and café seating.

Under the master plan agreement with the City of Rockford, redevelopment of the Project will be staged. The
Company intends to use the net offering proceeds raised in this Offering to finance Stage One. Stage One will involve
the historic rehabilitation of 350,000 square feet of historic building stock. Construction on Stage One is scheduled to
commence in September 2023 and expected to conclude in March 2025.

While retaining much of its historic character, buildings in Phase One will be transformed into modern, light-filled
residential units, with a significant amount of amenity space. The unit mix will include studio, one-, two- and three-
bedroom configurations. Features will include loft-style units with 10-to-16 foot ceiling heights, in-unit washer/dryer
and dedicated parking spaces.

LEGAL02/43227775v6 14
 The Stage One historic rehabilitation plan includes:

A) The Founders Building

• 181 apartments / 2,700 square foot club room
• 2,000 square foot roof deck / 1,500 square foot
coworking space
• 160,000 total square feet
B) New Parking Garage & Retail
• 336 parking spaces / 15,000 square feet of retail
space
• 144,000 total square feet of new construction
• 100% financed by city incentives
C/D) Central Commons
• 34 apartments / 8,500 square foot gym / 7,400
square feet of retail space
• 56,000 total square feet

Central Commons / Sample Units Founders Building / Sample Units

The Colman Yards Project is currently “shovel ready” and ready for plan review. The Sponsor has received two of
the three state and federal HTC approvals from the National Park Service. The final application for a certified
rehabilitation will be submitted once the entire Project is complete. Commercial pre-leasing activity is underway. The
Sponsor’s approach is to secure a diversified mix of traditional commercial tenants, including independent retailers,
food-based hospitality and health/wellness providers, small office users and a financial institution alongside a scaling
local arts collaborative and a next-generation smart apparel design/production hub. Targeted are scaling local and
regional entities seeking second or third locations, downsizing primary employer offices, home-based businesses
seeking a brick-and-mortar site as well as local institutions seeking satellite offices in the population center.

For additional information regarding the Project and the surrounding market, see the Site Plan and Renderings attached
hereto as Exhibit A, the financial projections attached hereto as Exhibit B and the market analysis prepared for the
Sponsor attached hereto as Exhibit C.

There can be no guarantee that the Project will be completed within the timeframe or on the terms set forth
above, or at all, or that the Project, upon completion, will be successfully leased and operated. The
redevelopment of the Project is subject to inherent risks and uncertainties. See the disclosure elsewhere in this
Memorandum, including in “Risk Factors.”

LEGAL02/43227775v6 15
 SOURCES AND USES

The following table sets forth projected information regarding the sources and uses of funding for the proposed
redevelopment of the Project as described herein, including the projected proceeds from the sale of Interests in this
Offering. The information set forth below reflects projections based upon certain assumptions. The actual sources
and uses of funding for the Project may differ from the information set forth below. The actual proceeds raised in this
Offering may differ from the amounts set forth below.

Colman Yards Stage One

SOURCES & USES - STABILIZATION

SOURCES & USES

SOURCES:
Construction Loan – Secured Debt $11,500,000
PACE Loan – Secured Debt $10,336,000
US EPA Revolving Loan Fund $6,500,000
Equity Raise $8,000,000
$36,336,000
Total Economic Sources

Federal Historic Tax Credit Equity (1) $12,775,000

State Historic Tax Credit Equity $16,317,000
Tax Increment Financing (Equity via J. Jeffers & Co.) $10,399,000
Right of Way - Reimbursed by City $2,200,000
City of Rockford - Stage 1A Loan to Sponsor $7,250,000
City of Rockford Grants $13,300,000
Deferred Developer Fees $7,500,000
$69,741,000
Total Soft Sources
TOTAL SOURCES $106,077,000

USES:
Acquisition & Closing Costs $1,513,000
Hard Construction Costs $71,794,000
Financing Costs $10,896,640
Soft Costs $9,510,000
Deferred Developer Fee (2) $7,500,000
Working Capital/Reserves $375,000
Affiliate Fees:
Paid Develop Fee $4,100,000
Loan Structuring Fee $218,360
Tax Partnership Structuring Fee $95,000
Marketing Fee $75,000
Construction Management Fee (3) $0
TOTAL USES $106,077,000

(1) The Sponsor expects to obtain a $25,218,951 HTC Bridge Loan, to fund the redevelopment of the Project before the FHTC and
SHTC Equity installments are contributed from the Tax Credit Investor.

(2) Available cash flow during tax credit compliance period.

(3) Construction Management Incentive Fee of up to 2% of hard construction costs savings associated with Stage
One. This fee, if any, will be earned and paid following completion of construction of the project.

LEGAL02/43227775v6 16
 PROJECT FINANCING

Overview

The Sponsor expects to obtain financing for Property Owner consisting of approximately $21.8 million of secured
debt and approximately $10.4 million in a Tax Increment Financing (“TIF”) loan. In addition, the Project will utilize
federal and state of Illinois Historic Tax Credit (“HTC”) equity of approximately $29.7 million, with respect to which
the Company will obtain a Historic Tax Credit (“HTC”) Bridge Loan for approximately $25.2 million that will be
available for funding upon the closing of construction financing. In addition, the City of Rockford will be providing
approximately $29.3 million in grant and loan funding for the Project. The successful completion of the redevelopment
of the Project as discussed herein is contingent upon the financing discussed below being obtained when anticipated
and on satisfactory terms.

Construction Loan

The Sponsor expects to obtain a $11.5 million construction loan from Stearns Bank (the “Construction Loan”). The
closing on the Construction Loan will occur simultaneously with the closing of all other construction financing
sources.

• Borrower: Colman Landlord I, LLC

• Term: The term of the Construction Loan is expected to be twenty-four (24) months, with five one-year
extension options, subject to lender approval and payment of a 1% fee. The first draw on the loan is expected to
occur in early 2025.

• Payments: Monthly payments will be interest-only.

• Interest: Prime Rate + 1.50%, with a floor of 7.0%

• Prepayment: Open with no fee

• Required Reserves: Lender will establish sufficient interest reserve throughout construction period.

• Construction Loan Security: The Construction Loan will be secured by a first priority mortgage on the Project,
as well as an assignment of rents on the Project, and a first priority lien on all business assets of the operating
business entity.

• Guaranty: The Construction Loan will have unlimited personal guaranty from Joshua Jeffers and an unlimited
corporate guaranty from J. Jeffers & Co.

Property Assessed Clean Energy (“PACE”) Loan

The Project qualifies for a PACE loan of approximately $10.3 million (the “PACE Loan”). The closing on the PACE
Loan will occur simultaneously with closing of all other construction financing sources.

• Borrower: Colman Landlord I, LLC

• Term: The term of the PACE Loan is expected to be 30 years from the closing on the PACE Loan. Payments of
principal and interest in monthly installments based on a 30-year amortization schedule.

• Payment: Paid as a special assessment on the property over the duration of the self-amortizing term. The
annual PACE assessment will be invoiced and paid in semi-annual installments due in June and September.
The first annual PACE assessment will be due beginning June 2025.

LEGAL02/43227775v6 17
 • Interest: Fixed interest rate that will be locked 7 to 14 days before the closing on the PACE Loan and will be
approximately 7.30%.

• Prepayment and Assumption: Starting in the first year of the term, there is a prepayment penalty of 3% of the
original mortgage amount, which will be reduced to 2% in years five through ten and 1% in years eleven
through fifteen, with no prepayment penalty thereafter.

• PACE Loan Security/Guaranties: Non-recourse with completion guaranty until receipt of a certificate of
occupancy.

Tax Increment Financing (“TIF”) Loan

The Sponsor expects to obtain a TIF Loan of approximately $10.4 million (the “TIF Loan”). Closing on the TIF Loan
will occur simultaneously with closing of all other construction financing sources.

• Borrower: JD Finance, LLC

• Term: 23 years. TIF Loan will self-amortize and will be fully repaid over 23 years via tax incremental rebates.

• Interest:

o Base Term: Closing through 02/01/2030

o Base Term Pricing: 7.95%

o Reset #1: 02/02/2030 through 02/01/2038

o Reset #1 Pricing: 10-year Treasury + 405 bps with a floor of 7.95% and a ceiling of 8.17%

o Reset #2: 02/02/2038 through 02/01/2047

o Reset #2 Pricing: 10-year Treasury + 420 bps with a floor of 7.95% and a ceiling of 8.57%

• Required Reserves: TIF lender will require an interest reserve sufficient to make interest payments until the
Project receives tax incremental rebates from the municipality.

• Prepayment: There will be a lockout period between closing and 08/01/2024. Prepayment on or after
08/01/2027 will be at par and prepayable on or after 08/01/2024 but prior to 08/01/2027 at a premium as
follows:

o 101% of the principal amount outstanding beginning 08/01/2026

o 102% of the principal amount outstanding beginning 08/01/2025

o 103% of the principal amount outstanding beginning 08/01/2024

• Guaranteed Minimum Tax Payments: Guaranteed minimum tax payments will be assessed in the event TIF
district revenues are insufficient to meet the specified guaranteed minimum tax, which amount shall also be
sufficient to pay annual debt service obligations and associated administrative expenses.

• TIF Loan Security: Assignment of all incremental taxes and payments in lieu which are paid or payable by the
City pursuant to the Redevelopment Agreement. City’s consent to and acknowledgement of the assignment
will be required.

LEGAL02/43227775v6 18
 Historic Tax Credit Equity

The Sponsor expects to monetize the HTCs earned from the Project by selling them to an outside investor (the “Tax
Credit Investor”). The Tax Credit Investor will purchase the Federal and State HTCs from the Sponsor, in exchange
for installments of equity to fund the Project.

• Equity Amount: The sale of the Federal HTCs will result in approximately $12.6 million of Federal HTC
Equity (“FHTC Equity”) being contributed to the Project. The sale of the State HTCs will result in
approximately $17.1 million of State HTC Equity (“SHTC Equity”) being contributed to the Project.

• Syndication Rate: Federal HTCs are expected to be sold for $0.85 cents per credit. State HTCs are expected to
be sold for $0.91 cents per credit.

• Equity Installment Schedule: It is anticipated that 25% of the FHTC Equity will be funded into the prime
tenant entity to fund project costs at closing. 65% of the FHTC Equity will be funded when the Project is
placed-in-service (i.e., substantially completed). The final 10% of the FHTC Equity will be funded when the
Project receives Part 3 approval from the National Parks Service. 100% of the SHTC Equity will be funded
when the Project receives Part 3 approval from the National Parks Service. The Tax Credit Equity that is not
funded at closing will be bridged by a Historic Tax Credit Bridge Loan (as discussed below).

• Priority Return: The Tax Credit Investor is owed a priority return equal to 2% of the total FHTC Equity
amount paid annually for 60 months after the Project is placed in service.

• Guaranty: The total amount of HTCs generated by the Project will be personally guaranteed by Joshua Jeffers.

Historic Tax Credit Bridge Loan

The Sponsor expects to obtain a $25.2 million HTC Bridge Loan (“HTC Bridge Loan”), to fund the redevelopment of
the Project before FHTC and SHTC Equity installments are contributed from the Tax Credit Investor. The closing of
the HTC Bridge Loan will occur simultaneously with closing of all other construction financing sources.

• Borrower: Colman Landlord I, LLC

• Term: The term of the HTC Bridge Loan will be 24 months from Project closing. The HTC Bridge Loan will
not amortize during its term.

• Interest: The HTC Bridge Loan will bear interest at a variable rate of WSJ Prime Rate plus 50 bps.

• Prepayment: There will be no prepayment penalty associated with the HTC Bridge Loan.

• Source of Repayment: The source of repayment for the HTC Bridge Loan will be the installments of FHTC
Equity and SHTC Equity.

• Security: HTC Bridge Loan will be secured by an assignment of capital contributions and proceeds and an
assignment of interests in the borrower entity (Property Owner).

• Required Reserves: The HTC Bridge Loan lender will require an interest reserve large enough to fund interest
payments throughout the entire term of the loan.

• Guaranty: Unlimited personal guaranty of Joshua Jeffers.

City Redevelopment Agreement and Incentives

LEGAL02/43227775v6 19
 The Sponsor has successfully negotiated a Redevelopment Agreement (“RDA”) with the City of Rockford for the
Project. The RDA allows for the purchase of the property by the Sponsor as well as the following incentives for the
benefit of the Project:

• CO-OWNERSHIP OF PARKING DECK. The City of Rockford and the Sponsor will co-own the new
construction parking deck via a joint venture entity (“Parking Deck Owner”). The lot on which the parking
deck improvements are to be constructed will be owned by an affiliate of the Sponsor and leased to the
Parking Deck Owner for nominal annual rent. The parking deck will be subject to recorded reciprocal
easements and maintenance agreements for parking and ingress and egress to adjoining lots to benefit the
Project. Municipal grant funds detailed below will be used for the construction of the parking deck.

• TAX INCREMENT FINANCING. The City of Rockford has approved TIF funds for 100% of all
incremental taxes paid by the Project for a period of 23 years. As noted above, this incentive is monetized by a
TIF Loan.

• PHASE I ADVANCE. The City of Rockford will provide the Parking Deck Owner $6.0 million as an
advance on the redevelopment costs incurred in Stage One of the Project (the “Stage One Advance”), it being
understood that the Stage One Advance will not be deemed a loan but rather a prepayment to parking deck
owner of eligible redevelopment project costs incurred with respect to Stage One of the redevelopment. The
Stage One Advance will be used toward construction of the parking deck.

• US EPA REVOLVING LOAN FUND. The City of Rockford will provide $6.5 million for the Project in US
EPA Revolving Loan Funds (“RLF”) for Stage One of the Project with disbursement to be made in
accordance with an EPA Loan Agreement, and Environmental Protection Agency (“EPA”) rules. A loan
agreement between the City of Rockford and the Developer, on mutually agreeable terms, detailing repayment
terms shall be executed at the time of closing. The loan terms will include 0% interest and no payment on
outstanding principal and interest until 15 years after execution of the EPA Loan Agreement, at which time all
outstanding principal and interest will be payable in full.

• INFRASTRUCTURE IMPROVEMENTS GRANT. The City of Rockford will provide (a) $1.5 million
from City of Rockford water funds to the Project to pay for work done in the public right of way, and (b)
$2.0 million from funds allocated to the City under the American Rescue Plan Act with $0.7 million
provided to the Project for work done in the public right of way and $1.3 million provided to the
Parking Deck Owner for infrastructure improvements for the Project.
• BROWNFIELD GRANT. The City of Rockford will provide Parking Deck Owner an additional grant (the
“Environmental Grant”) not to exceed $2.0 million for assessment and remediation of the certain
environmental contamination located on the Project. Such funds will be paid into an escrow account, with
disbursement to Parking Deck Owner upon submittal of documentation reasonably acceptable to the city
demonstrating costs incurred by Developer on behalf of Parking Deck Owner in remediating the
contamination.

• STAGE 1A LOAN. The City of Rockford will loan the Sponsor $7.25 million (“Stage 1A Loan”), which loan
proceeds will be paid into escrow to be disbursed to the Sponsor following submittal of such documentation to
and the City as may be reasonably requested by the City of Rockford verifying the costs the Sponsor has
incurred in connection with certain eligible expenses for Stage One. The City of Rockford will have 15
business days after receipt of such information to contest such costs in writing delivered to the Sponsor.
Failure of the city to contest such costs within the time period described herein shall be deemed approval of
such costs. No interest will accrue on the Stage 1A Loan principal. The Stage IA Loan will mature on February
1, 2047. The Sponsor will contribute the funds to the Project. The Sponsor may repay the Stage IA Loan as
follows:
o So long as substantial, meaningful, and continuous progress on Stage One of the Project is made, the
Sponsor will not be obligated to make any payments until February 1, 2030.

LEGAL02/43227775v6 20
 o Commencing February 1, 2030, and each 1 st day of February thereafter, the Sponsor will make annual
payments in equal installments of the principal amount due as of February 1, 2030, and amortized over a
30-year period. The entire loan balance must be paid in full no later than February 1, 2047.

• ILLINOIS REDEVELOPMENT GRANT. The Project has received a pledge from the State of Illinois,
Department of Commerce & Economic Opportunity through Representative Maurice West for a one-time
grant in the amount of $4.0 million to be paid to the Parking Deck Owner for construction of the parking deck.

• PERMIT FEE CREDIT: The City of Rockford will allow Developer a credit in the amount of $500,000 as an
offset against the fees and costs required for issuance of permits to construct the Project, plan reviews, and
inspections.

LEGAL02/43227775v6 21
 FINANCIAL PROJECTIONS

Overview

The Sponsor has prepared the following forecasts for Stage One of the Project and projected returns for the Company.
The forecasts are based on a variety of assumptions and estimates, not all of which may prove accurate. There can be
no guarantee or assurance that the financial performance of the Project or the Company will match such forecasts. The
forecasts set forth below are not a guarantee of future performance. An investment in the Company involves substantial
risks, including those set forth herein in “Risk Factors.”

Projected Cash Flow

Project Total Initial Year 4 -

Performance Commitment Year 1 Year 2 Year 3 Refinance

Stage 1 Investment ($8,000,000) - $439,316 $1,517,188 $13,061,751

Project Levered XIRR 19.27%

Project Levered Equity 1.88x

Multiple

Combined Investor Initial Year 4 -

Cash Flows LP Commitment Year 1 Year 2 Year 3 Refinance

Stage 1 Investment ($7,200,000) - $395,384 $1,365,469 $10,767,346

Investor Levered XIRR 16.82%

Investor Levered Equity 1.74x

Multiple

Combined Cash Flows

Hypothetical $250,000 Initial Year 4 -
Investment Commitment Year 1 Year 2 Year 3 Refinance
Stage 1 Investment (250,000) - $13,729 $47,412 $373,866

Hypothetical Investor
XIRR – Cash on Cash 16.82% 0/0% 5.5% 19.0% 149.5%
Yield

LEGAL02/43227775v6 22
 THE SPONSOR

Overview

Founded in 2012 by Joshua Jeffers with a goal of building a different kind of real estate firm, J. Jeffers & Co. is built
on the principles of Accountability, Integrity, and Perseverance, all of which the Sponsor believes are essential for
achieving high-quality outcomes for all of its partners, communities, and stakeholders. The Sponsor believes real
estate development is a powerful vehicle for enhancing communities and creating value. The Sponsor’s developments
seek to create catalytic and comprehensive change for communities through historic rehabilitation, adaptive reuse, and
architecturally sensitive new construction, pursuing development principles of sustainability, social impact and
governance achievements.

Since its founding, the Sponsor has built a reputation of success in seeing transformative projects through to success.
Examples of completed projects include Journal Square Block, the former home of the Milwaukee Journal Sentinel;
The Griot, home to the America's Black Holocaust Museum; The Mitchell Building, which is one of only six remaining
buildings of its architectural style in the country; and Belle City Square, which is currently approximately halfway
through development (formerly the form 16-acre home of Horlick Malted Milk Company). Each of these properties
were developed with the community’s needs in mind, with multiple partners involved in supporting the change, and
in collaboration with local, state and national governmental groups.

The Sponsor has a portfolio that consists of iconic properties located throughout the United States and a total of $435
million of assets under management. The Sponsor currently has 18 employees spanning development, construction,
property management, and accounting functions. The Sponsor utilizes a combination of private equity, tax credits and
other soft sources of financing as equity capital to make complex redevelopment projects financially feasible. The
Sponsor achieves its mission through efforts to increase property values, create jobs, and preserve historic structures
that contribute to the evolving urban environment.

To find out more about J. Jeffers & Co. and to learn more about active and completed projects, visit www.jjeffers.com.

LEGAL02/43227775v6 23
 Sponsor Prior Performance

SET FORTH BELOW IS SUMMARY INFORMATION REGARDING CERTAIN PRIOR INVESTMENTS IN WHICH THE SPONSOR WAS INVOLVED.
IN CONSIDERING THE INFORMATION SET FORTH BELOW, PROSPECTIVE INVESTORS SHOULD KEEP IN MIND THAT (1) SUCH
PERFORMANCE IS HISTORICAL AND RELATES TO PROGRAMS AND INVESTMENTS WITH INVESTMENT OBJECTIVES THAT MAY DIFFER
FROM THE COMPANY’S INVESTMENT OBJECTIVES AND WHICH WERE SUBJECT TO FEES, EXPENSES AND REGULATIONS WHICH MAY
DIFFER FROM THOSE TO WHICH THE COMPANY AND ITS INVESTMENT WILL BE SUBJECT, (2) THE PRIOR INVESTMENTS WERE MADE OVER
THE COURSE OF VARIOUS MARKET AND MACROECONOMIC CYCLES AND SUCH CIRCUMSTANCES MAY BE DIFFERENT THAN THOSE IN
WHICH THE COMPANY WILL INVEST, (3) PAST PERFORMANCE, INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE OF PRIOR
INVESTMENTS DISCUSSED HEREIN, IS NOT INDICATIVE OF THE COMPANY’S FUTURE RESULTS, (4) THERE CAN BE NO ASSURANCE THAT
THE COMPANY WILL ACHIEVE COMPARABLE RESULTS TO ANY PRIOR INVESTMENTS DISCUSSED HEREIN, AND (5) INVESTORS IN THE
COMPANY WILL NOT, SOLELY BY VIRTUE OF SUCH INVESTMENT, MAKE AN INVESTMENT IN, OR OTHERWISE OBTAIN ANY INTEREST IN,
ANY PRIOR INVESTMENTS DISCUSSED BELOW OR ELSEWHERE HEREIN. SEE “RISK FACTORS.”

Development Projects

The table below sets forth summary information regarding the performance of the Sponsor’s prior property development projects which utilized tax credits and
other sources of equity to fund the development.
Preferred
Development Construction Total Tax Credit Preferred Equity
Project Location Asset Class Tax Credit Type (1) Closing Completion Capitalization Equity Equity Return

Historic Garfield Milwaukee,

Apartments WI Multifamily LIHTC & Historic Feb-17 Nov-17 $7,777,594 $3,814,664 N/A N/A

Milwaukee,
The Griot Apartments WI Multifamily LIHTC Mar-17 Sep-18 $9,629,580 $6,328,104 N/A N/A

Gold Metal Lofts Racine, WI Multifamily LIHTC & Historic May-19 May-20 $18,326,985 $13,412,430 N/A N/A

Westown Green Milwaukee, Student

Apartments WI Housing Historic Nov-20 Aug-21 $29,062,041 $6,811,450 $1,447,583 15.00%

Milwaukee,
Journal Commons WI Multifamily Historic Jun-21 Nov-22 $35,617,257 $7,953,288 $4,950,000 12.00%

The William Racine, WI Multifamily Historic Apr-21 Jun-22 $22,603,300 $5,851,974 N/A N/A

Arabella Racine, WI Multifamily LIHTC & Historic Jul-20 May-21 $18,663,108 $11,620,608 N/A N/A

LEGAL02/43227775v6 24
 Milwaukee Athletic Milwaukee,
Club WI Mixed-Use Historic Nov-20 Apr-22 $61,495,274 $14,759,668 $4,500,000 15.00%

(1) “LIHTC” refers to Low-Income Housing Tax Credit.

Equity Investment Projects

The table below sets forth summary information regarding the performance of the Sponsor’s prior property development projects in which the Sponsor made an
equity investment.
Projected Realized
Projected Realized Investor Investor
Acquisition Exit Total Total Sponsor Investor Investor Equity Equity
Project Location Asset Class Date Date Capitalization Equity Investment IRR IRR Multiple Multiple
Clement Apartments Milwaukee, WI Multifamily May-13 Jul-17 $424,804 $78,447 $78,447 25.70% 64.39% 1.93x 3.45x
BrewLab Lofts Milwaukee, WI Jan-17 Aug-17 $2,600,000 $650,000 $650,000 18.21% 92.30% 1.84x 1.92x
Sports
In Bounds Training Inc. Milwaukee, WI Recreation Mar-13 Oct-17 $1,445,000 $280,000 $140,000 18.36% 29.74% 2.07x 2.83x
St. James Milwaukee, WI Hospitality Nov-17 Aug-18 $1,856,000 $510,000 $510,000 20.83% 59.80% 2.56x 1.61x
Senior
Bayside Haven Milwaukee, WI Living Jul-15 Sep-18 $1,372,000 $354,000 $354,000 24.40% 56.30% 2.28x 3.43x
College Plaza Milwaukee, WI Retail Feb-17 Nov-21 $3,508,825 $858,825 $128,825 17.32% 28.95% 1.98x 2.92x
The Mackie Building Milwaukee, WI Mixed-Use Dec-15 - $14,792,487 $7,666,087 $840,733 19.60% - 2.74x -
Industrial
CRC Industrial Milwaukee, WI Flex May-17 - $4,195,000 $875,000 $125,000 16.70% - 1.91x -
Waukesha Commerce Industrial
Center Waukesha, WI Flex Sep-18 - $8,050,000 $3,050,000 $170,695 12.51% - 2.55x -
Alta Vista Senior Living Senior
Portfolio SE Wisconsin Living Oct-18 - $12,318,325 $3,673,325 $368,971 20.54% - 1.94x -
2121 Manitowoc
Industrial Manitowoc, WI Industrial May-20 - $8,078,684 $1,878,684 $188,038 14.25% - 1.78x -
The Huron Building Milwaukee, WI Office May-19 - $59,450,000 $20,800,000 $1,652,920 22.16% - 1.81x -
2012 East North Avenue Milwaukee, WI Mixed-Use Oct-21 - $4,950,000 $1,261,726 $200,000 N/A - N/A -
Milwaukee Athletic Club Milwaukee, WI Mixed-Use Nov-20 - 61,495,274 $6,500,000 $670,000 21.49% - 4.95x -

LEGAL02/43227775v6 25
 MANAGEMENT

Overview

The business and affairs of the Company are managed, operated and controlled by or under the direction of the
Manager. The Manager is a wholly owned subsidiary of the Sponsor.

The Manager has full and complete power, authority and discretion for, on behalf of and in the name of the Company,
to take such actions as the Manager may deem necessary or advisable to carry out any and all of the objectives and
purposes of the Company. Except as specifically set forth in the Company Agreement, the Members will have no role
in the management of the Company and will have no right to vote upon or consent to any matters or act on behalf of
the Company in connection with any matters.

The Manager will devote as much time and attention to the business of the Company as the Manager deems appropriate
in its sole discretion. The Manager is not restricted or prevented from engaging in any other activities or businesses,
regardless of whether those activities or businesses are similar to or competitive with the Company.

The Manager may appoint individuals as officers of the Company as the Manager deems necessary or desirable to
carry on the business of the Company and the Manager may delegate to such Officers such power and authority as the
Manager deems advisable.

Executive Leadership

The following persons, each of whom is an executive officer or principal of the Sponsor, will play a key role in
managing the Manager and the Company.

JOSHUA JEFFERS, FOUNDER & CEO. Mr. Jeffers started his career in the acquisitions department of Walton
Street Capital in Chicago. His transactional experience over the last nearly 20 years includes over $2 billion of
commercial real estate investments in U.S. and international markets and spans office, retail, multifamily housing,
industrial, hospitality, and mixed-use asset types. Mr. Jeffers earned a Master of Public Policy from the John F.
Kennedy School of Government at Harvard University, and a BBA in Finance and Real Estate from the University of
Wisconsin-Madison. As Founder and CEO, Mr. Jeffers sets the strategic direction for the firm, and supports the senior
team in identifying opportunities for fund investment.

ADAM MARKMAN, PRESIDENT. Mr. Markman brings significant financial and real estate industry experience
to his leadership role at J. Jeffers & Co. Prior to joining, Mr. Markman was the Executive Vice President, Chief
Financial Officer & Treasurer of Equity Commonwealth (“EQC”), a publicly-traded Real Estate Investment Trust
(“REIT”) listed on the New York Stock Exchange. EQC owns and manages commercial office properties throughout
the United States and held over $8 billion in assets at its peak. As CFO, Mr. Markman was responsible for the firm’s
finance, accounting, treasury, investor relations and IT departments. Prior to his role at EQC, he spent 20 years leading
the real estate consulting practice at Green Street Advisors, ultimately participating in the sale of the firm to a private
equity investor in 2014. Mr. Markman currently serves as a board member for multiple companies within the real
estate investment and development industry. Mr. Markman earned an MBA with concentrations in Real Estate and
Finance from Columbia University, and a BA in Comparative Political Economies from the University of California,
Berkeley. Mr. Markman is responsible for the firm’s capital raising, investments, operations and strategy.

BRIAN LOFTIN, CHIEF DEVELOPMENT OFFICER. Mr. Loftin has a passion for real estate development and
construction that rebuilds and strengthens communities. His belief in mission-driven organizations that invest in
people first has guided his career in both commercial real estate and other highly successful entrepreneurial ventures.
Brian has an extensive construction background in multifamily housing development with over 1,600 units across 20
projects completed between 2009 and 2017 at a value of $300 million. In addition, he has also performed construction
management services for the development of more than $200 million in commercial and multi-use sports facilities.
Mr. Loftin attended the United States Military Academy where he studied Aerospace Engineering before leaving to
pursue a professional soccer career spanning 10 years. This included time with US National Futsal team from 1996
to 2004. He had a successful professional soccer career spanning more than 10 years; ending his playing career with
the Milwaukee Wave and becoming commissioner of the XSL and the GM/CEO of the Chicago Storm. Mr. Loftin

LEGAL02/43227775v6 26
 oversees the origination, closing, construction, and stabilization phases of the development process for J. Jeffers &
Co.

JEFFREY BROWN, CHIEF ACCOUNTING OFFICER. Mr. Brown brings more than 30 years of experience to
J. Jeffers & Co., including almost 20 years as the Chief Accounting Officer (“CAO”) of various REITs. Prior to joining
the J. Jeffers & Co., Mr. Brown was Senior Vice President and CAO at Equity Commonwealth (“EQC”), a publicly-
traded REIT listed on the New York Stock Exchange. Mr. Brown is a certified public accountant (CPA) with a BBA
in Finance from Eastern Kentucky University and an MBA from Xavier University. Mr. Brown is responsible for the
financial reporting, audit and tax return preparation, fund administration, and investor relations and reporting for the
firm.

SCOTT SCHWEBEL, CHIEF MARKETING OFFICER. Mr. Schwebel brings more than 25 years of brand,
marketing, and business innovation experience to J. Jeffers & Co.’s leadership team. His career has delivered strategic
planning and integrated campaign execution to some of the world’s most beloved consumer brands and category
leaders, increasing their social, financial, and cultural equity. Mr. Schwebel plays a key role in leading the firm’s
brand awareness and marketing of their financial portfolio.

Member Consent Rights

Except as specifically set forth in the Company Agreement, the Members have no role in the management or control
of the Company and have no right to vote upon or consent to any matters or act on behalf of the Company in connection
with any matters.

Pursuant to the Company Agreement, the Members have the right to consent to the following matters:

• The Manager may not transfer or assign its interest in the Company or its rights and obligations in its role as
Manager without the consent of the Members representing a majority of the Membership Interests (excluding
for purposes of such calculation any Membership Interests held by the Manager or its affiliates.

• The Manager may not amend the Company Agreement without the consent of the Members holding a
majority of the Membership Interests, other than those amendments which, per the Terms of the Company
Agreement, the Manager may make without consent of any Member.

• The Manager may not amend the Company Agreement in any way which adversely and disproportionately
affects or amends the rights, powers or obligations (including without limitation with respect to the limitation
of liability) of any existing Member without the prior written consent of such Member.

LEGAL02/43227775v6 27
 RISK FACTORS

An investment in the Company involves a high degree of risk. Investors should carefully consider the Risk Factors set
forth herein in evaluating an investment in the Company, and should consult their own legal, tax and financial advisors
with respect thereto. The following description of the risks associated with an investment in the Company is not, and
is not intended to be, exhaustive. An investment in the Company may be subject to risks not described in this
Memorandum.

RISKS RELATED TO THE COMPANY AND THIS OFFERING

No Operating History; No Assurance that Investment Objective will be Achieved

The Company and its subsidiaries are newly formed entities and have no operating history upon which potential
investors may evaluate their performance. As a result, an investment in the Company may entail more risk than an
investment in a company with a substantial operating history. Further, there can be no assurance that the Company or
the Project will achieve targeted or anticipated performance or returns.

No Assurance of Investment Returns

There can be no assurance or guarantee that the Company will be able to realize the value of its investment in the
Project or generate returns for Members, or that the returns will be commensurate with the risks of investing in a
complex commercial property development project of the type described herein. The Company’s ability to make
distributions may be adversely affected by a number of factors, including the risk factors described in this
Memorandum, and there can be no assurance that any Member will receive any distributions from the Company.
Accordingly, an investment in the Company should only be considered by persons who can afford a loss of their entire
investment.

No Right to Control Operations

The Manager will have full and exclusive authority and responsibility to manage and control all of the affairs and
business of the Company, except for certain and limited consent rights of the Members as expressly provided by the
Company Agreement. As a result, Members must rely entirely on the Manager and its affiliates to conduct and manage
the affairs of the Company, including with respect to the redevelopment of the Project.

Restrictions on Transfer and Withdrawal

There is no public market for the Interests, and none is expected to develop. The Interests have not been registered
under the Securities Act, the securities laws of any U.S. state, or the securities laws of any other jurisdiction, and
therefore, cannot be sold unless they are subsequently registered under the Securities Act and other applicable
securities laws or an exemption from such registration is available. It is not expected that registration under the
Securities Act or other securities laws will ever be effected. In addition, pursuant to the Company Agreement, a
Member may not sell or transfer any of its Interests without the prior written consent of the Manager (subject to limited
exceptions). The Company will be dissolved and terminated upon a Refinancing. However, there is no guarantee that
such a Refinancing will occur on the anticipated timeline, or at all. Each Member must be prepared to bear the
economic risk of an investment in the Interests for an indefinite period of time.

Past Performance not Necessarily Indicative of Future Performance

The prior performance of any other investment programs, vehicles, projects or investments sponsored, managed or
advised by the Sponsor and its affiliates is not necessarily indicative of the results and performance of the Company
or the Project. There can be no assurance that an investment in the Company will provide or achieve returns
comparable to any such historical performance described in this Memorandum. Different entities and persons may be
performing different roles and devoting different levels of attention to the Company as compared to any prior
transactions.

LEGAL02/43227775v6 28
 Timing of Distributions

There are numerous factors that may affect the availability and timing of cash distributions to Members. Distributions
will be made in the Manager’s sole discretion based upon such factors as the amount of cash available or anticipated
to be available, current and projected cash requirements, and tax considerations. As the Company may receive income
at various times during its fiscal year, distributions paid may not reflect the actual income earned in that particular
distribution period. The amount of cash available for distributions will be affected by a number of factors. Actual cash
available for distribution may vary substantially from estimates and from period to period. The Company does not
expect to have cash available for distribution to Members until the completion and subsequent lease-up to stabilization
of Stage One of the Project (which is expected to occur in the third year of the anticipated hold period). Upon a
Refinancing, the Company will be dissolved and terminated, and all residual proceeds from such Refinancing will be
distributed to the Members in accordance with the terms of the Company Agreement. However, there is no guarantee
that such a Refinancing will occur on the anticipated timeline, or at all, or that the net proceeds of such a Refinancing
will be sufficient to provide Members with a complete return of their investment in the Company or any specific rate
of return thereon.

Failure to Comply with Private Offering Exemption

The Interests are being offered and sold in reliance upon an exemption from the registration requirements of the
Securities Act provided by Regulation D promulgated under the Securities Act and applicable state securities law
exemptions. The Manager intends to use its best efforts to assure compliance with the requirements of the applicable
exemptions. There can be no assurance that a court reviewing the facts and circumstances of this offering might not
determine later that one or more of the applicable exemption provisions was not properly complied with. Should it be
determined that the Company failed to comply with the requirements of Regulation D or any other applicable
exemption from registration, certain investors could have a right to various remedies against the Company, including
the right to rescind their investment. If a sufficient number of such investors should seek rescission, the Company
could face financial demands which could adversely affect its ability to continue in business which, in turn, could
result in adverse consequences to both rescinding and non-rescinding investors.

Registration as an Investment Company under the Investment Company Act

The Manager intends to structure and conduct the Company’s operations so that neither the Company nor its
subsidiaries are investment companies under the Investment Company Act. However, there can be no guarantee that
the Company and its subsidiaries will be able to successfully avoid operating as an investment company. If the
Company were required to register as an investment company but failed to do so, the Company would become subject
to substantial regulation with respect to its capital structure (including its ability to use borrowings), management,
operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio
composition, including disclosure requirements and restrictions with respect to diversification and industry
concentration, and other matters. Compliance with the Investment Company Act would, accordingly, limit the
Company’s ability to make certain investments and require it to significantly restructure its business plan, which could
materially adversely affect its ability to pay distributions.

Limitation on Liability of Manager

The Company Agreement and applicable law limit the circumstances under which the Manager and its affiliates may
be held liable to the Company. As a result, Members may have a more limited right of action in certain cases than
they would in absence of such limitations.

Single Asset

The Company’s sole investment will be in the Project. As a result of the Company limiting its investment activity to
the Project, a single asset located in a single geographic region, the Company’s economic performance will be entirely
driven by the performance of the Project and the Company’s ability to develop the Project and ultimately refinance or
dispose of its investment in the Project. An investment in the Company is riskier than an investment in an investment
vehicle which has invested in a diversified portfolio of assets.

LEGAL02/43227775v6 29
 RISKS RELATED TO CONFLICTS OF INTEREST

Various Potential and Actual Conflicts of Interest will Arise

The Company is subject to conflicts of interest arising out of its relationship with the Sponsor and its affiliates,
including the Manager, Colman Manager, the Property Owner and the Developer. The Manager faces a conflict of
interest between its responsibility to act in the Company’s best interests, on the one hand, and any benefit that could
result to the Sponsor or its affiliates from the Company’s operation, on the other hand. If and to the extent that the
Company’s interests and those of the Sponsor or its affiliates are not aligned due to such conflicts of interests, the
execution of the Company’s business plan and its results of operations could be adversely affected, which could have
an adverse impact on the value of an investment in the Company. There is no guarantee that the Sponsor or the
Company will be able to adequately identify, address or mitigate any such conflicts of interest. Further, not all
potential, apparent and actual conflicts of interest are discussed herein, and additional conflicts of interest could arise
as a result of new activities, relationships or events arising in the future.

Conflicts May Arise in the Allocation of the Sponsor’s Personnel between the Company and Other Projects

The Sponsor and its affiliates will devote such time as they determine to be necessary to conduct the Company’s
business affairs in an appropriate manner. The Sponsor and its affiliates have and will continue to engage in a variety
of other business ventures and activities and perform a variety of other functions and services that are unrelated to the
Company’s operations. The principals, officers and employees of the Sponsor, the Manager and their respective
affiliates are not required to devote all or any specific portion of their working time to the Company’s affairs and
potential conflicts of interest will arise in allocating management time, services or functions among the Company and
the Project and such other ventures, activities, functions and services. As a result of these conflicts, the Company may
not receive the level of support and assistance that it otherwise would.

Conflicts Among Diverse Investor Group

The Members may represent a diverse investor group. As a result, Members may have conflicting investment, tax and
other interests with respect to their investments in the Company. The conflicting interests of individual Members with
respect to other Members may relate to, among other things, the nature, structuring, financing, tax profile and timing
of disposition of our investment in the Project. As a consequence, conflicts of interest may arise in connection with
decisions made by the Manager which may be more beneficial for one Member than for another Member, including
with respect to Members’ individual tax situations.

Conflicts Related to Compensation Received by The Sponsor and its Affiliates

As disclosed herein (see “Summary of Terms-Developer’s Fees”), the Developer will receive various fees and other
compensation in connection with the development of the Project. The compensation that the Developer is entitled to
receive was not determined by “arm’s-length” negotiations and could be higher than the compensation that another
unaffiliated party might receive in connection with a comparable transaction. Further, certain of the fees to which the
Developer is entitled are not based or conditioned upon the achievement or satisfaction of specific metrics or goals
and will be received regardless of the financial performance of the Project or the Company.

RISK RELATED TO INVESTMENTS IN REAL ESTATE

General Real Estate Risks

The Company’s investment in the development of the Project will be subject to the risks incident to the construction,
development, acquisition, ownership and operation of real estate. Real property investments are subject to varying
degrees of risk. These risks include changes in general or local economic conditions, interest rates, availability of
financing, real estate taxes and other operating expenses, environmental changes, acts of God (which may result in
uninsured losses), local employment conditions, domestic and foreign competition, and other factors, which are
beyond the control of the Company and the Manager. Real estate values are affected by a number of factors, including
(i) changes in the general economic climate, (ii) local conditions (such as an oversupply of space or a reduction in
demand for space), (iii) the quality and philosophy of management, (iv) competition based on rental rates, (v)

LEGAL02/43227775v6 30
 attractiveness and location of the properties, (vi) financial condition of tenants, buyers and sellers of properties, (vii)
quality of maintenance, insurance and management services, (viii) changes in operating costs and (ix) events or
conditions beyond the Manager’s control, including natural disasters, extreme weather conditions, acts of terrorism,
war and outbreaks of contagious disease. Real estate values also are affected by such factors as government regulations
(including those governing usage, improvements zoning and taxes), interest rate levels, the availability of financing,
and potential liability under changing environmental and other laws.

No Assurance That Construction Costs, Construction Schedule, and Occupancy and Rent Rates Will Meet
Projections

There can be no assurance that the anticipated development costs and development schedule and the projected
occupancy rate and rental rates for the Project, once the Project is completed and available for occupancy, will be
realized. There is risk that bids for construction work may come in higher than currently estimated. In addition, there
may be permits required for certain work relating to the contemplated development of the Project that will need to be
obtained prior to the commencement or completion of the development work, the obtaining of which may impact
adversely the cost of the Project and/or the development schedule. There is no guarantee that the Project will be
completed on the anticipated schedule set forth herein, or at all.

Occupancy Levels Vary over Time

There can be no assurance that the Project will be able to attract tenants for its multifamily units, or that once leased
the units will continue to be occupied at the projected rents. It is anticipated that leases with the tenants at the
multifamily units in the Project, once completed, will generally be for terms of one year or less. If the tenants do not
renew or extend their leases, if tenants default under their leases, if issues arise with respect to the permissibility of
certain uses, if tenants terminate their leases, or if the terms of any renewal (including concessions to the tenants) are
less favorable than existing lease terms, the operating results of the Project could be substantially affected.

Competition from Other Housing Alternatives

The multifamily industry is highly competitive, and the Project will, upon completion, face competition from many
sources, including from other multifamily properties both in the immediate vicinity and the geographic markets where
the Project is located. Furthermore, the Project will compete with numerous housing alternatives in attracting residents,
including owner occupied single and multifamily homes available to rent or purchase. The number of competitive
properties or condominiums in the Project’s area, or any increased affordability of owner occupied single and
multifamily homes caused by declining housing prices, mortgage interest rates and government programs to promote
home ownership, could adversely affect the Project’s ability to retain residents, lease apartment units and maintain or
increase rental rates.

Retail Tenants Face Competition from Numerous Retail Channels

Upon completion, the Project is expected to include significant retail space. Retailers leasing space at the Project will
face competition from shopping via the internet, discount or value retailers, factory outlet centers, wholesale clubs,
mail order catalogues and operators, television shopping network and similar retail locations in the surrounding area.
Such competition could adversely affect such retail tenants and, consequently, the Project’s revenues.

Loss of a Key Anchor Tenant

Retail properties, like other properties, are subject to the risk that tenants may be unable to make their lease payments
or may decline to extend a lease upon its expiration. A lease termination by a tenant that occupies a large area of a
retail space (commonly referred to as an anchor tenant) could impact leases of other tenants. Other tenants may be
entitled to modify the terms of their existing leases in the event of a lease termination by an anchor tenant, or the
closure of the business of an anchor tenant that leaves its space vacant even if the anchor tenant continues to pay rent.
Additionally, major tenant closures may result in decreased customer traffic, which could lead to decreased sales at
other stores. In the event of default by a tenant or anchor store, the Company may experience delays and costs in
enforcing its rights as landlord to recover amounts due to the Company under the terms of the agreements with those
parties.

LEGAL02/43227775v6 31
 Inability to Repay or Refinance Outstanding Debt

As discussed in this Memorandum (see “Project Financing”), the Company and its affiliates intend to obtain a variety
of forms of financing in connection with the redevelopment of the project. The Company is subject to the risk that the
Company or its affiliates will not be able to repay or refinance such financing when due or that the terms of any
renewal or refinancing will not be as favorable as the initial terms of such indebtedness. If the Company or its affiliates
are unable to refinance such indebtedness on acceptable terms, or at all, the Company might be forced to dispose of
its investment in the Project on disadvantageous terms, which might result in losses to the Company. Such losses
could have a material adverse effect on the value of an investment in the Company.

Variable Rate Debt is Subject to Interest Rate Risk

As discussed in this Memorandum (see “Project Financing”), the Company and its affiliates intend to obtain a variety
of forms of financing in connection with the redevelopment of the project. Certain of such financing will bear interest
at variable rates that are dependent upon a market index. Increases in interest rates on variable rate debt would increase
the Company’s or its affiliates interest expense, which would adversely affect the Company’s or its affiliates ability
to service their debt obligations and the value of an investment in the Company.

Inability to Sell on Desirable Terms

Many factors that are beyond the Company’s control affect the real estate market and could affect the Company’s
ability to dispose of its investment in the Project for the desired terms or within the desired time frame. These factors
include general economic conditions, the availability of financing, interest rates and other factors, including supply
and demand. Because real estate investments are relatively illiquid and the Company will invest solely in the Project,
the Company will have no ability to vary its portfolio in response to changes in economic or other conditions. Further,
before the Company can dispose of the Project, it may be necessary to expend funds to correct defects or to make
improvements. There is no assurance that sufficient funds will be available to correct such defects or to make such
improvements. The Company may be unable to dispose of the Project at a profit.

The Project’s Operations are Subject to Environmental and Climate Change Risks

The Project will present risks associated with environmental hazards. The Property Owner may be liable for
environmental hazards at, or migrating from, the property on which the Project is located, including those created by
prior owners or occupants, abutters or other persons. Various federal and state laws impose liabilities upon property
owners for any environmental damages arising at, or migrating from, properties these owners own, and the Property
Owner cannot assure that it will not be held liable for environmental investigation and clean up at, or near, its property.
Additionally, the Property Owner also may be liable to pay damages to governmental agencies or third parties for
costs and damages they incur arising from environmental hazards at, or migrating from, the property. Costs and
damages which may arise from environmental hazards are often difficult to project and may be substantial. Severe
weather events are increasing in number and severity, which many some observers believe are a result of global climate
change. Such severe weather events may have an adverse effect on the Project.

Potential Losses May not be Covered by Insurance

The Property Owner will carry standard property and casualty along with commercial general liability and workers’
compensation insurance covering the Project. The Property Owner believes the specifications and insured limits are
appropriate and adequate given the relative risk of loss, the cost of the coverage and general industry practice. There
are, however, certain types of losses, such as property damage from generally unsecured losses such as riots, wars,
punitive damage awards or acts of God that may be either uninsurable or not economically insurable. It is possible
the Property Owner’s insurance could involve large deductibles and policy limits that may not be sufficient to cover
losses. In addition, the Property Owner may discontinue earthquake, terrorism or other insurance on the Project in the
future if the cost of premiums from any of these policies exceeds, in its judgment, the value of the coverage discounted
for the risk of loss. If the Property Owner experiences a loss that is uninsured or that exceeds policy limits, the Property
Owner could lose the capital invested in the damaged Project as well as the anticipated future cash flows from the
Project. In addition, if the Project is subject to recourse indebtedness, the Property Owner would continue to be liable

LEGAL02/43227775v6 32
 for the indebtedness, even if the Project was irreparably damaged and required substantial expenditures to rebuild or
repair.

Deterioration in Credit and Real estate Financing Markets

The credit and real estate financing markets experienced significant disruption since the third and fourth quarter of
2022, driven by a rise in interest rates. The financial markets have since exhibited extreme turbulence and could
rapidly deteriorate further without warning. Deterioration in the credit markets could adversely affect the Company’s
ability to finance or refinance the Project. A general reduction in available financing for real-estate related investments
would likely have an adverse impact on the Company’s financial condition.

Risks of Future Legislative or Regulatory Action

Future changes in federal, state and local laws and regulations may adversely affect the Project and the Company.
Such changes may also adversely affect the capital markets and the value of the Project. These changes may have a
negative impact on the Project and thus the value of the Interests could be diminished or lost.

TAX-RELATED RISKS

General Tax Considerations

The Company is expected to be treated as a partnership for U.S. federal income tax purposes. Each Member, in
determining its U.S. federal income tax liability, will take into account its allocable share of items of income, gain,
loss, deduction and credit of the Company, without regard to the amount, if any, of distributions it has received from
the Company. Accordingly, a Member’s tax liability attributable to the Company could exceed the cash distributions
from the Company in any year, and in such case, the Member would have to satisfy its tax liability arising from its
investment in the Company from the Member’s own funds. In addition, it is possible that the Company will not be
able to furnish the Members Schedule K-1s for completing their U.S. tax returns prior to April 15th of each year. In
such event, the Members will likely have to file requests for extension of time to file their U.S. tax returns. As is
generally the case for similar private investments, an investment in the Company will give rise to a variety of complex
U.S. federal income tax and other tax issues for Members. Certain of those issues may relate to special rules applicable
to certain types of investors, such as U.S. tax-exempt entities and non-U.S. persons. Prospective investors are urged
to consult their own tax advisers regarding their specific tax situations, including any applicable U.S. federal, state,
local and non-U.S. taxes and, in the case of prospective investors subject to special rules under U.S. federal tax laws,
such as U.S. tax-exempt entities and non-U.S. investors, regarding any special issues that an investment in the
Company may raise for such investors.

Legislative, Regulatory or Administrative Changes

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S.
federal income tax laws. On December 22, 2017, tax legislation commonly referred to as the “Tax Cuts and Jobs Act”
was signed into law. The Tax Cuts and Jobs Act resulted in fundamental changes to the Internal Revenue Code of
1986, as amended (the “Code”), with many of the changes applicable to individuals applying only through December
31, 2025. The IRS has issued significant guidance under the Tax Cuts and Jobs Act, but guidance on additional issues,
finalization of guidance and technical corrections legislation may adversely affect the Company or its investors. In
addition, further changes to the tax laws are possible.

The Company cannot assure that the Tax Cuts and Jobs Act or any such other changes will not adversely affect the
taxation of the Company or Members. Prospective investors are urged to consult with their tax advisors with respect
to the impact of these legislative changes on their investment in the Company and the status of legislative, regulatory
or administrative developments and proposals and their potential effect on an investment in the Company.

Tax-Exempt and Non-U.S. Investors May Be Subject to U.S. Tax

The Company is not prohibited from conducting activities or making investments that will generate unrelated business
taxable income (“UBTI”) that is taxable to U.S. tax-exempt entities or income that is effectively connected with a U.S.

LEGAL02/43227775v6 33
 trade or business (“ECI”) that is taxable to non-U.S. persons.

State and Local Taxes

Prospective investors should consider the potential state and local tax consequences of an investment in the Company.
In addition to being taxed in its own state or locality of residence, an investor may be subject to tax return filing
obligations and income, franchise and other taxes in jurisdictions in which the Company operates. Prospective
investors should consult their tax advisers regarding the state and local tax consequences of an investment in the
Company.

Limitations on Certain Deductions

Applicable income tax laws may limit a Member’s ability to deduct its allocable share of Company losses and certain
expenses.

Possibility of Tax Audit

There can be no assurance that the Company’s tax returns will not be audited or that adjustments to such returns will
not be made as a result of such an audit.

Audits of the Company generally will be conducted at the limited liability company level and any adjustment that
results in additional tax (including interest and penalties thereon) may be assessed and collected at the limited liability
company level, unless the Company makes an election to issue adjusted Schedule K-1s to those persons that were
partners in the Company in the taxable year subject to audit. Therefore, unless the Company elects otherwise, the
Company may be directly responsible in the then-current taxable year for the income tax liability resulting from the
audit adjustment that relates to a prior taxable year(s), and a Member may indirectly bear some of the cost of such
taxes which are attributable to a taxable year in which such Member did not own an interest in the Company or in
which the Member owned a different percentage of the Company. Prospective investors should consult their tax
advisers regarding the potential implications of partnership audit rules.

ERISA-RELATED RISKS

Failure of Fiduciary to Meet the Fiduciary and Other Standards Under ERISA

There are special considerations that apply to investing in the Company on behalf of a trust, pension, profit sharing or
401(k) plans, health or welfare plans, trusts, IRAs or Keogh plans. If you are investing the assets of any of the entities
identified in the prior sentence in the Company, you should satisfy yourself that:

• the investment is consistent with your fiduciary obligations under applicable law, including common law,
ERISA and the Code;

• the investment is made in accordance with the documents and instruments governing the trust, plan or IRA,
including a plan’s investment policy;

• the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and
404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Code;

• the investment will not impair the liquidity of the trust, plan or IRA;

• the investment will not produce “unrelated business taxable income” for the plan or IRA;

• Members will be able to value the assets of the plan annually in accordance with ERISA requirements and
applicable provisions of the plan or IRA; and

• the investment will not constitute a non-exempt prohibited transaction under Title I of ERISA or Section
4975 of the Code.

LEGAL02/43227775v6 34
 Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other
applicable statutory or common law may result in the imposition of civil penalties, and can subject the fiduciary to
equitable remedies. In addition, if an investment in the Company constitutes a non-exempt prohibited transaction
under Title I of ERISA or Section 4975 of the Code, the fiduciary that authorized or directed the investment may be
subject to the imposition of excise taxes with respect to the amount invested.

Assets Deemed to Constitute “Plan Assets” under ERISA

Investors subject to ERISA should consult their own advisors as to the effect of ERISA on an investment in the
Company. As discussed under “Certain ERISA Considerations,” if the Company’s assets are deemed to constitute
“plan assets” of Members that are Covered Plans (as defined below) (i) certain transactions that the Company might
enter into in the ordinary course of business might have to be rescinded and may give rise to certain excise taxes and
fiduciary liability under Title I of ERISA or Section 4975 of the Code; (ii) the Company’s management, as well as
various providers of fiduciary or other services to the Company, and any other parties with authority or control with
respect to the Company or its assets, may be considered fiduciaries or otherwise parties in interest or disqualified
persons for purposes of the fiduciary responsibility and prohibited transaction provisions of Title I of ERISA and
Section 4975 of the Code; and (iii) the fiduciaries of Members that are Covered Plans would not be protected from
“co-fiduciary liability” resulting from the Company’s decisions and could be in violation of certain ERISA
requirements.

Accordingly, prospective investors that are (i) “employee benefit plans” (within the meaning of Section 3(3) of
ERISA), which are subject to Title I of ERISA; (ii) “plans” defined in Section 4975 of the Code, which are subject to
Section 4975 of the Code (including “Keogh” plans and “individual retirement accounts”); or (iii) entities whose
underlying assets are deemed to include plan assets within the meaning of Section 3(42) of ERISA and the regulations
thereunder (e.g., an entity of which 25% or more of the total value of any class of equity interests is held by “benefit
plan investors”) (each such plan, account and entity described in clauses (i), (ii) and (iii) referred to as “Covered
Plans”) should consult with their own legal, tax, financial and other advisors prior to investing to review these
implications in light of such investor’s particular circumstances. The sale of Interests to any Covered Plan is in no
respect a representation by the Company or any other person associated with the offering that such an investment
meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such
an investment is appropriate for plans generally or any particular plan.

LEGAL02/43227775v6 35
 CERTAIN TAX MATTERS

The following is a general summary of certain U.S. federal income tax consequences to Members of an
investment in the Company. It is not intended as a complete analysis of all possible tax considerations in
acquiring, holding and disposing of Interests in the Company and, therefore, is not a substitute for careful tax
planning by each investor, particularly since the federal, state and local income tax consequences of an
investment in entities taxable as partnerships, like the Company, may not be the same for all taxpayers. No
ruling from the IRS, and no opinion of legal counsel, has been or will be sought as to any matter discussed
below.

This discussion of the federal income tax consequences of an investment in the Company is based upon existing law,
contained in the Code, the Treasury regulations promulgated under the Code (“Regulations”), administrative rulings
and other pronouncements, and court decisions as of the date hereof. The existing law, as currently interpreted, is
subject to change by either new legislation, or by differing interpretations of existing law in regulations, administrative
pronouncements or court decisions, any of which could, by retroactive application or otherwise, adversely affect a
Member’s investment in the Company.

On December 22, 2017, tax legislation commonly referred to as the Tax Cuts and Jobs Act was signed into law,
generally applying in taxable years beginning after December 31, 2017. The Tax Cuts and Jobs Act makes significant
changes to the U.S. federal income tax rules for taxation of individuals and corporations. In the case of individuals,
the income tax brackets are adjusted, the top federal income rate is reduced to 37%, special rules reduce taxation of
certain income earned through pass-through entities and various deductions are eliminated or limited. Most of the
changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017
and before January 1, 2026. The corporate income tax rate is reduced to 21%.

The Tax Cuts and Jobs Act makes numerous other large and small changes to the tax rules that may affect the Company
and the Members. For example, there are new rules for expensing or depreciating new business assets and new
restrictions apply to deductions for business interest expense.

While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to real estate funds, the
extensive changes to other provisions in the Code may have unanticipated effects on the Company or the Members.
Moreover, the process of adopting extensive tax legislation in a short amount of time without hearings and substantial
time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that
will have to be revisited in subsequent tax legislation. It is not clear if or when Congress will address these issues or
when the Internal Revenue Service will issue administrative guidance on the changes made in the Tax Cuts and Jobs
Act.

Prospective investors are urged to consult with their own tax advisers with respect to the impact of the Tax Cuts and
Jobs Act and any other regulatory or administrative developments and proposals and their potential effect on an
investment in the Company.

This discussion is general and may not apply to all categories of investors, some of which, such as banks, thrifts,
insurance companies, dealers and other investors that do not own their Interests as capital assets, may be subject to
special rules. Except to the extent set forth below under the headings “— Taxation of Tax-Exempt Members” and “—
Taxation of Non-U.S. Members,” this summary does not address the U.S. federal income tax considerations that may
be relevant to tax-exempt organizations and Non-U.S. Persons (as defined below), including non-U.S. governments
and international organizations. This discussion does not address all potential federal income tax consequences that
may apply to a particular investor and does not address any state or local tax considerations or any other U.S. federal
tax laws, such as the estate and gift tax laws. The actual tax consequences of the purchase and ownership of Interests
may vary depending on an investor’s particular circumstances. This discussion does not constitute tax advice and is
not intended to substitute for tax planning.

For purposes of this discussion, a “U.S. Person” is (i) an individual who is a citizen of the United States or is treated
as a resident of the United States for federal income tax purposes, (ii) a corporation or other entity treated as a

LEGAL02/43227775v6 36
 corporation for federal income tax purposes that is created or organized in or under the laws of the United States, any
State thereof or the District of Columbia, (iii) an estate, the income of which is subject to federal income taxation
regardless of its source, or (iv) a trust that (a) is subject to the supervision of a court within the United States and the
control of one or more U.S. Persons or (b) has a valid election in effect under applicable Treasury Regulations to be
treated as a U.S. Person. A “U.S. Member” is a Member that is a U.S. Person. A “Non-U.S. Person” is an individual,
corporation, estate or trust for federal income tax purposes that is not a U.S. Person, and a “Non-U.S. Member” is a
Member that is a Non-U.S. Person.

If Interests are held by an entity treated as a partnership for federal income tax purposes, the tax treatment of a partner
thereof will generally depend on the status of the partner and the activities of the partnership. Accordingly, if a
prospective investor is treated as a partnership for federal income tax purposes, the partnership and its partners should
consult their tax advisers regarding the U.S. tax consequences of an investment in the Company.

PROSPECTIVE INVESTORS MUST CONSULT WITH AND RELY SOLELY ON THE ADVICE OF AN
INDEPENDENT TAX MANAGER WITH RESPECT TO THE TAX CONSEQUENCES (INCLUDING
STATE. LOCAL AND NON-U.S. INCOME AND ESTATE TAX CONSEQUENCES) OF AN INVESTMENT
IN THE FUND BASED ON THEIR PARTICULAR CIRCUMSTANCES.

Treatment as a Partnership

The Company expects to be treated as a partnership for federal income tax purposes. The Company does not expect
to be treated as a publicly traded partnership, which, under certain circumstances, is taxable as a corporation.
Accordingly, the Company does not expect to pay any federal income tax. Taxation of the Company as a corporation
for federal income tax purposes would materially reduce the anticipated benefits of an investment in the Company.
The balance of this discussion assumes that the Company will be treated as a partnership for tax purposes and will not
be taxed as a corporation.

Possible IRS Challenges; Tax Audits

The Company will file an annual partnership information return with the IRS that reports the results of its operations
for the taxable year, and will distribute annually to each Member a form showing such Member’s distributive share
of the Company’s items of income, gain, loss, deduction or credit. The Manager will have the authority to decide how
to report such items on the Company’s tax returns, and all Members will be required under the Operating Agreement
to treat the items consistently on their own returns.

An audit by the IRS of the tax treatment of the Company’s income and deductions generally will be determined at the
Company level in a single proceeding rather than by individual audits of the Members.

Under partnership audit rules (“Audit Rules”) that apply to the Company pursuant to the Code, the Manager or its
delegate will be designated as the “Partnership Representative” of the Company, and the Partnership Representative
will have the sole authority to act on behalf of the Company with respect to an IRS audit, including the control of the
conduct of any action, audit, claim for refund, or administrative or judicial proceeding involving any asserted tax
liability or refund with respect to the Company, including any settlement, compromise and/or concession with respect
to any asserted tax liability. The Company and the Members will be bound by any actions taken by the Partnership
Representative. Under the Audit Rules, the Partnership Representative has the discretion to follow a procedure in
which tax deficiencies that arise from the adjustment of partnership items (an “Adjustment”) resulting from an IRS
audit, action, adjustment (including an administrative adjustment filed by the Company) or other decision (a “Tax
Proceeding”) with respect to the Company for a past partnership year (the “Reviewed Year”) could be collected from
the Company in the year of the Adjustment (the “Adjustment Year”). Such tax deficiency would generally be
calculated using the maximum tax rates (and could include interest and applicable penalties). This may result in a
Member bearing a tax cost economically attributable to a year in which the Member was not a Member or had a
smaller economic interest. An Adjustment that does not result in a tax deficiency shall be taken into account by the
Company in the Adjustment Year. The amount of the tax deficiency for the Adjustment Year may exceed the tax
deficiency that would have been computed if the applicable tax returns for the Reviewed Year were filed or amended
in accordance with the Adjustments made as a result of the Tax Proceeding. Any tax deficiency attributable to an
Adjustment that is paid by the Company will be treated as a nondeductible Company expense in the Adjustment

LEGAL02/43227775v6 37
 Year. As a result, persons who are Members in the Adjustment Year may have a reduction in the basis of their
Interests and a reduction in their capital accounts.

As part of this procedure, the Manager may require current and former Members to provide information (e.g., their
tax-exempt or non-U.S. status for any Reviewed Year) in order to reduce the tax rate used by the IRS to calculate the
tax deficiency. The tax deficiency may also be reduced to the extent that persons who were Members in the audited
year have filed amended returns reflecting the audit or other adjustment and paid any tax due. The Members will be
required to provide any information requested by the Manager for this purpose, including proof of an amended return
that takes into account any Adjustment and proof of any tax due, and such obligation to provide information shall
survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and
winding up of the Company.
The Manager may, in its discretion, require a person who was a Member in the Reviewed Year to indemnify or
reimburse the Company for that person’s allocable share of the tax deficiency that the Company paid in the
Adjustment Year as a result of the Adjustment. The obligation of a Member to indemnify or reimburse the Company
shall survive a Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation
and winding up of the Company. If the Company ceases to exist prior to any Adjustment taking effect, the former
Members may be required to take into account any such Adjustment.

Instead of causing the Company to pay the tax deficiency, the Partnership Representative may, in its discretion, cause
the Company to issue adjusted Schedules K-1 for the Adjustment Year to the persons who were Members in the
Reviewed Year, which forms would include their share of Adjustments resulting from a Tax Proceeding. Such
persons will take the Adjustments into account for the Adjustment Year. The amount of the tax deficiency for the
Adjustment Year may exceed the tax deficiency that would have been computed if such persons’ tax returns for the
Reviewed Year were filed or amended in accordance with the determination in the Tax Proceeding.

The application of the Audit Rules is uncertain and may be subject to change. Future regulations or other guidance
may affect the application of the Audit Rules to the Company and the Members.

Prospective investors should consult their tax advisers as to the application of the Audit Rules on them in respect of
their ownership of Interests.
Taxation of Members on Income or Losses of the Company Generally

No federal income tax is payable by an entity that is treated as a partnership for federal income tax purposes. Instead,
each Member must report on its federal income tax return for each year during which the Member is a partner, its
distributive share of the items of income, gain, loss, deduction and credit of the Company, whether or not cash is
distributed to that Member during the taxable year.

Taxation of U.S. Members

Each U.S. Member will be required to take into account its distributive share of items of income, gain, loss, deduction
and credit of the Company for each taxable year of the Company ending with or within the U.S. Member’s taxable
year. U.S. Members must report those items without regard to whether any distribution has been or will be received
from the Company. Each item generally will have the same character as though the U.S. Member had realized the
item directly.

Because Members will be required to include Company income in their respective income tax returns, Members may
be liable for federal, state and local income taxes on that income without regard to the amount, if any, of distributions
they have from the Company. Accordingly, each Member may be required to find other sources from which to pay
the federal, state and local taxes arising out of its investment in the Company.

For taxable years beginning after December 31, 2017, and before January 1, 2026, non-corporate taxpayers are entitled
to a deduction of up to 20% of “qualified business income” from a partnership, such as the Company. The deduction
is subject to various limitations, including one based on 2.5% of the unadjusted basis of the Company’s depreciable
property. At the top individual income tax rate of 37% applicable to individuals in taxable years beginning after
December 31, 2017 and before January 1, 2026, the income to which the deduction applies is subject to an effective

LEGAL02/43227775v6 38
 federal income tax rate of 29.6% (before taking into account the Medicare tax on net investment income discussed
below). The Company is not able to project the amount of deductions for qualified business income any Member will
be entitled to with respect to its investment in the Company. Prospective investors should consult their own tax
advisers regarding the application of these rules to an investment in the Company.

For taxable years beginning after December 31, 2025, the top individual income tax rate will revert to 39.6% and the
20% deduction for qualified business income will no longer apply.

Company Distributions

Distributions of cash (including, in certain circumstances, “marketable securities”) to a U.S. Member, including, for
this purpose, any reduction in the U.S. Member’s share of the Company’s liabilities (directly or through lower tier
partnerships) are first applied to reduce the U.S. Member’s tax basis in its Interests. To the extent such distributions
exceed such basis, they will result in taxable gain to the U.S. Member. In general, distributions (other than liquidating
distributions) of property other than cash and, in certain circumstances, “marketable securities,” will reduce the basis
(but not below zero) of a U.S. Member’s Interests by the amount of the Company’s basis in such property immediately
before its distribution, but will not result in the realization of income to the U.S. Member.

Basis

A U.S. Member’s tax basis in its Interests is generally equal to the amount of cash the U.S. Member has contributed
to the Company, increased by the U.S. Member’s share of income and liabilities of the Company, and decreased by
the U.S. Member’s share of distributions, losses and reductions in Company liabilities.

Allocations of Income, Gain, Loss and Deduction

Pursuant to the Operating Agreement, items of the Company’s income, gain, loss, deduction and credit are allocated
so as to take into account the varying interests of the Member over the term of the Company. Treasury Regulations
provide that allocations of items of partnership income, gain, loss and deduction will be respected for tax purposes if
such allocations have “substantial economic effect,” or are determined to be in accordance with the partners’ interests
in the partnership. It is possible that the IRS could challenge the Company’s allocations as not being in compliance
with such Treasury Regulations. Any resulting reallocation of tax items may have adverse tax and financial
consequences to a U.S. Member.

Limits on Deductions for Losses and Expenses

It is possible that expenses and losses of the Company could exceed the Company’s investment income and gain in a
given year. In general, each U.S. Member will be entitled to deduct its allocable share of the Company’s net losses to
the extent of its tax basis in its Interests at the end of the tax year in which the losses are recognized. However,
Company losses and various Company expenses allocable to certain U.S. Members may be subject to limits on
deductibility for U.S. federal income tax purposes. For example, limitations that may apply for U.S. Members who
are individuals or certain closely held corporations include limitations relating to “passive losses,” amounts “at risk,”
and “investment interest.” In addition, under the Tax Cuts and Jobs Act, business interest expense is subject to
limitations and, in taxable years beginning after December 31, 2017, and before January 1, 2026, non-corporate U.S.
Members will be restricted in deducting “excess business losses” and will not be permitted to deduct miscellaneous
itemized deductions.

A Member that is subject to the “at risk” limitations (generally, non-corporate taxpayers and closely held corporations)
may not deduct losses of the Company to the extent that they exceed the amount such Member has “at risk” with
respect to its Interests at the end of the year. The amount that a Member has “at risk” will generally be the same as its
adjusted basis as described above, except that it will generally not include any amount attributable to liabilities of the
Company (other than certain loans secured by real property and certain other assets of the Company) or any amount
borrowed by the Member that is secured by the Member’s Interests on a nonrecourse basis. Losses denied under the
basis or “at risk” limitations are suspended and may be carried forward in subsequent taxable years, subject to these
and other applicable limitations.

LEGAL02/43227775v6 39
 Under the “passive loss” rules, the Code prohibits the current use of losses and credits from a business activity in
which the taxpayer does not materially participate to offset other income, including salary, active business income,
and portfolio income (such as dividends, interest and royalties, whether derived from property held directly or through
a pass-through entity such as a partnership). Generally, passive losses in excess of passive income are carried forward
until the complete disposition of the “activity” in which the losses were incurred in a taxable transaction. It is possible
that the disposition of any particular investment will not be treated as a disposition of an entire “activity” because all
of the investments may be treated as one large single “activity.” In this case, a loss on the disposition of any particular
investment would not be immediately deductible and might have to be carried forward until either there was sufficient
passive income to offset it or until the final liquidation of the Company.

Under the Tax Cuts and Jobs Act, for taxable years beginning after December 31, 2017 and before January 1, 2026,
non-corporate taxpayers cannot deduct “excess business losses” (i.e., net losses with respect to a trade or business plus
$250,000 ($500,000 in the case of a joint return)). Any losses with respect to the Company should be treated as losses
with respect to a trade or business. The limitation for excess business losses is applied after applying the passive loss
rules.

Pursuant to another change made in the Tax Cuts and Jobs Act, the Company’s deduction for business interest expense
may be limited to the amount of the Company’s business interest income plus 30% of the Company’s “adjusted taxable
income” unless the Company’s gross receipts do not exceed $25 million per year during the applicable testing period
or the Company elects to be treated as an “electing real property trade or business” with respect to all or part of the
Company’s business. The Company’s adjusted taxable income will start with its taxable and add back items of non-
business income and expense, business interest income and business interest expense, net operating losses, any
deductions for “qualified business income,” and, in taxable years beginning before January 1, 2022, any deductions
for depreciation, amortization or depletion. A taxpayer that is exempt from the interest expense limitations as an
electing real property trade or business is ineligible for certain expensing benefits and is subject to less favorable
depreciation rules for real property. The scope of the new limits on interest expense are complicated, and it is not clear
when the Internal Revenue Service will issue guidance. The Company cannot determine at this point whether these
new rules will limit any of its interest expense deductions. Prospective investors should consult their own tax advisers
regarding the application of these rules to an investment in the Company.

If management fees and any other Company expenses are treated as “miscellaneous itemized deductions,” non-
corporate taxpayers are not entitled to deduct such items in taxable years beginning after December 31, 2017 and
beginning before January 1, 2026, and for taxable years starting after December 31, 2025, deductions for such items
would be subject to limitations, including a limitation permitting deduction only to the extent such deductions exceed
2% of the taxpayer’s “adjusted gross income.”

To the extent that the Company has interest expense, a non-corporate Member may be subject to the limitation on the
deduction of “investment interest” under the Code. Investment interest includes interest paid or accrued on
indebtedness incurred or continued to purchase or carry property held for investment and short sale expenses.
Investment interest is not deductible in the current taxable year to the extent it exceeds a taxpayer’s net “investment
income,” consisting of net gain and ordinary income in the current year from investments. For the purposes of this
limitation, net long-term capital gains are generally excluded from the computation of investment income, unless the
taxpayer elects to pay tax on such gain at ordinary income tax rates.

Members generally can deduct capital losses only to the extent of their capital gains. Accordingly, the Company could
suffer significant capital losses, and a Member could still be required to pay taxes on, for example, its share of the
Company’s ordinary income. Non-corporate Members cannot carry back capital losses but can carry them forward
indefinitely.

If the limitations on investment interest apply, a non-corporate Member could be denied a deduction for all or part of
its distributive share of the Company’s interest expense unless it had sufficient investment income from all sources,
including the Company. In such case, a Member that could not currently deduct losses as a result of the application of
these limitations would be entitled to carry such amounts forward to future years when the same limitations would
again apply. The limitations on the deductibility of investment interest would apply also to interest paid by a Member
on debt incurred to finance its investment in the Company. Prospective investors should consult their own tax
advisers regarding the application of these rules to an investment in the Company.

LEGAL02/43227775v6 40
 Organizational and Syndication Expenses

In general, neither the Company nor any Member may currently deduct organizational or syndication expenses. An
election may be made by the Company (a) to deduct an amount of its organizational expenses equal to $5,000 (reduced
by the amount by which such expenses exceed $50,000) and (b) to amortize the remainder of its organizational
expenses over a 180-month period. Syndication expenses (including placement fees) must be capitalized and cannot
be amortized or otherwise deducted. A portion of the fees paid to the Manager may be treated as syndication expenses.
However, the capitalization of such syndication expenses and unamortized organizational expenses may result in
increased capital loss or decreased capital gain on the disposition or liquidation of Interests.

Sale or Exchange of Interests

A U.S. Member that sells or otherwise disposes of Interests in a taxable transaction generally will recognize gain or
loss equal to the difference, if any, between its adjusted basis in the Interests and the amount realized from the sale or
disposition. The amount realized will include the U.S. Member’s share of the Company’s liabilities outstanding at the
time of the sale or disposition. Except as otherwise described below with respect to “inventory items” and “unrealized
receivables” of the Company, if the U.S. Member holds the Interests as a capital asset, the gain or loss generally will
constitute capital gain or loss to the extent a sale of assets by the Company would qualify for such treatment. Gain or
loss on disposition of Interests generally will be long-term capital gain or loss if the U.S. Member has held the Interests
for more than one year on the date of such sale or disposition; provided that a Capital Contribution by the U.S. Member
to Company within the one-year period ending on such date will cause part of such gain or loss to be short-term capital
gain or loss. The portion of the U.S. Member’s gain allocable to (or amount realized, in excess of basis, attributable
to) “inventory items” and “unrealized receivables” of the Company, as defined in Section 751 of the Code, will be
treated as ordinary income.

In the event of a sale or other transfer of Interests at any time other than the end of the Company’s taxable year, the
share of income and losses of the Company for the year of transfer attributable to the transferred Interests will be
allocated for federal income tax purposes between the transferor and the transferee on either an interim closing-of-
the-books basis or a pro rata basis reflecting the respective periods during such year that each of the transferor and
the transferee owned the Interests.

Mandatory Basis Adjustment

A transfer of partnership interests and the distribution of partnership property are subject to certain basis rules intended
to limit the use of partnerships to shift or duplicate losses. These rules effectively make an election under Section 754
of the Code mandatory in certain situations, resulting in an adjustment to the tax basis of the Company’s assets. For
example, a partnership (other than a partnership that has elected to be treated as an “electing investment partnership”)
must make basis adjustments under Section 743 of the Code following a transfer of a partnership interest if the
partnership has a built-in loss of $250,000 or more as if such partnership had made an election under Section 754 of
the Code, whether or not such an election is actually in effect. This mandatory basis adjustment would affect the
transferee Member, but not the other Members. There are similar provisions governing an in-kind distribution of
property that has a built-in loss of $250,000 or more, although it is not currently anticipated that the Company will
make distributions that would cause those provisions to apply.

Medicare Tax on Net Investment Income Tax

High-income U.S. individuals, estates and trusts are subject to an additional 3.8% tax on net investment income. For
these purposes, net investment income includes interest, dividends, gains from sales of debt instruments and stock and
income derived from a passive activity or a trade or business of trading in financial instruments or commodities. In
the case of an individual, the tax will be 3.8% of the lesser of: (1) the individual’s net investment income; or (ii) the
excess of the individual’s modified adjusted gross income over (a) $250,000 in the case of a married individual filing
a joint return or a surviving spouse, (b) $125,000 in the case of a married individual filing a separate return or (c)
$200,000 in the case of a single individual.

Investments Outside the United States

LEGAL02/43227775v6 41
 Investments outside the United States raise complicated U.S. federal income tax issues, even more so after the Tax
Cuts and Jobs Act. The Company has not committed to making any investments outside the United States or
determined how it would structure any such investments. Investments outside the United States may raise U.S. federal
income tax and reporting requirements relating to controlled foreign corporations, passive foreign investment
companies, foreign tax credits, foreign exchange gains and losses, and other issues, as well as tax and reporting issues
in any jurisdiction in which the Company makes an investment. Prospective investors should consult their own tax
advisers regarding the impact of Company investments outside the United States on an investment in the Company.

Taxation of Non-U.S. Members

In general, the tax treatment of a Non-U.S. Member will depend on whether the Company is deemed to be engaged in
a U.S. trade or business and earns income that is ECI. The Company generally expects that substantially all of its
income with respect to investments in the United States will be ECI.

Investment Income

Any “fixed or determinable, annual or periodic income” that is not ECI that is paid to the Company and is allocable
to a Non-U.S. Member generally will be subject to a 30% withholding tax unless a lower rate or exemption applies
pursuant to an applicable income tax treaty. U.S-source interest paid to the Company that is not ECI and that is
allocable to a Non-U.S. Member will also be subject to a 30% withholding tax unless such interest qualifies as
“portfolio interest,” another statutory exception applies, or a lower rate or exemption applies pursuant to an applicable
income tax treaty. Portfolio interest generally includes (with certain exceptions) interest paid on registered obligations
with respect to which the beneficial owner provides a statement that it is not a U.S. Person. The portfolio interest
exemption is not available with respect to interest paid to a 10% shareholder of the issuer of the indebtedness and is
subject to certain other limitations. A Non-U.S. Member who is resident for tax purposes in a country with respect to
which the United States has an income tax treaty may be eligible for a reduced rate of withholding on such Member’s
distributive share of U.S.-source interest.

U.S. Trade or Business Income

The Company will conduct activities and make investments that will result in the Company being treated as engaged
in a U.S. trade or business and give rise to ECI. The Company generally will be required to withhold and pay over to
the U.S. tax authorities federal income tax calculated at the highest applicable federal income tax rate of each Non-
U.S. Member’s share of the Company’s net ECI, and each Non-U.S. Member will be required to file U.S. federal
income tax returns and pay U.S. tax on its share of the Company’s net ECI. ECI realized by a Non-U.S. Member
generally will be subject to U.S. income tax on a net basis at graduated rates applicable to U.S. Persons. A Non-U.S.
Member that is a corporation that is (or is deemed to be) engaged in a trade or business also may be subject to an
additional branch profits tax of 30% (subject to reduction by any applicable tax treaty) on its effectively connected
earnings and profits, adjusted as provided by law.

Sale of Interests

Under certain provisions of the Code commonly referred to as FIRPTA, Non-U.S. Members generally will be taxed
on their allocable share of gain derived from the disposition of U.S. real property interests (“USRPIs”) by the
Company, as well as gain realized on the disposition of their Interests to the extent attributable to the Company’s
USRPIs. Under FIRPTA, Non-U.S. Members treat gain or loss from dispositions of USRPIs as ECI.

Gain realized by a Non-U.S. Member upon a disposition of its Interests will be treated as ECI subject to U.S. federal
income tax to the extent attributable to USRPIs held by the Company at the time of disposition. In addition, if (i) 50%
or more of the Company’s gross assets consist of USRPIs and (ii) 90% or more of the Company’s gross assets consist
of USRPIs and cash or cash equivalents, a purchaser will be required to withhold from the purchase price an amount
equal to 15% of the amount realized by the Non-U.S. Member, which will include the Non-U.S. Member’s share of
the Company’s liabilities.

LEGAL02/43227775v6 42
 Under a new provision in the Tax Cuts and Jobs Act, all or a portion of the gain realized on the disposition (including
by redemption) by a Non-U.S. Member of its Interests will be treated as ECI to the extent such gain is attributable to
assets of the Company, other than USRPIs, that generate ECI, and if any portion of the gain on sale of Interests is
attributable to assets, other than USRPIs, that generate ECI, a purchaser will be required to withhold from the purchase
price an amount equal to 10% of the amount realized by the Non-U.S. Member, which will include the Non-U.S.
Member’s share of the Company’s liabilities.

As noted above, ECI realized by a Non-U.S. Member generally will be subject to U.S. income tax on a net basis at
graduated rates applicable to U.S. Persons. A Non-U.S. Member that is a corporation that is (or is deemed to be)
engaged in a trade or business also may be subject to an additional branch profits tax of 30% (subject to reduction by
any applicable tax treaty) on its effectively connected earnings and profits, adjusted as provided by law.

FATCA

Under sections of the Code, commonly referred to as “FATCA,” withholding at a rate of 30% will be required on
U.S.-source dividends, interest and certain other types of income, and after December 31, 2018, withholding at a rate
of 30% will be required on gross proceeds from the sale of stock or securities that generate U.S.-source dividends or
interest held by or through certain foreign financial institutions (including investment funds), unless such institution
enters into an agreement with the Secretary of the Treasury (unless alternative procedures apply pursuant to an
applicable intergovernmental agreement between the United States and the relevant foreign government) to report, on
an annual basis, information with respect to shares in, and accounts maintained by, the institution to the extent such
shares or accounts are held by certain U.S. persons or by certain non-U.S. entities that are wholly or partially owned
by U.S. persons. Accordingly, the entity through which Interests are held will affect the determination of whether such
withholding is required. Similarly, U.S.-source dividends, interest and certain other types of income, and after
December 31, 2018, gross proceeds from the sale of, stock or securities that generate U.S.-source dividends or interest
held by an investor that is a passive non-financial non-U.S. entity will be subject to withholding at a rate of 30%,
unless such entity either (i) certifies to us that such entity does not have any “substantial U.S. owners” or (ii) provides
certain information regarding the entity’s “substantial U.S. owners,” which Manager will in turn provide to the
Secretary of the Treasury.

The Company may be required to withhold 30% of distributions to Members that are non-U.S. partnerships or
corporations unless those Members provide the Company with information regarding their U.S. partners or
shareholders, which information will be required to be disclosed to the United States Treasury. Prospective investors
should consult their tax advisers regarding their FATCA withholding.

Taxation of Tax-Exempt Members

Income recognized by an entity that is exempt from U.S. federal income tax generally is exempt from U.S. federal
income tax except to the extent the income constitutes UBTI. The amount of UBTI, if any, that will be realized by
Members that are exempt for U.S. federal income tax purposes (“Tax-Exempt Members”) will depend on the nature
of the Company’s operations and investments. With exceptions for certain types of tax-exempt entities, UBTI is
generally defined as income from a trade or business regularly carried on by a tax-exempt entity that is unrelated to
its exempt purpose (including an unrelated trade or business regularly carried on by a partnership of which the entity
is a partner). Subject to the discussion of the “debt-financed property” rules discussed below, UBTI generally does
not include dividends, interest or rents from real property, subject to certain exceptions, or gains from the sale of
property that is neither inventory nor held for sale to customers in the ordinary course of business, but does include
operating income from operating assets that are held in a “flow-through” entity for U.S. federal income tax purposes.
The Company’s income is expected to be income from the operation of lodging facilities, which will be UBTI. UBTI
may be adjusted by deductions for certain expenses attributable to the unrelated trade or business. Under the Tax Cuts
and Jobs Act, losses from one activity generating UBTI cannot offset UBTI from another activity. A tax-exempt entity
deriving gross income characterized as UBTI that exceeds $1,000 in any taxable year is obligated to file a federal
income tax return, even if it has no tax liability for that year as a result of deductions against such gross income,
including an annual $1,000 statutory deduction.

The Company expects to incur debt that could cause other types of income, if any, to be treated as UBTI under the
rules for debt-financed property.

LEGAL02/43227775v6 43
 The potential for having income characterized as UBTI may have a significant effect on any investments by a Tax-
Exempt Member in the Company and may make an investment in the Company unsuitable for some U.S. tax-exempt
entities. Tax-Exempt Members should consult their own tax advisers regarding all aspects of UBTI.

Tax Shelter Reporting Rules

The Company may engage in transactions or make investments that would subject the Company, its Member that are
obliged to file U.S. tax returns and/or its advisers to special rules requiring such transactions or investments by the
Company, or investments in the Company, to be reported and/or otherwise disclosed to the IRS, including to the IRS’s
Office of Tax Shelter Analysis (the “Tax Shelter Rules”). Although the Company does not expect to engage in
transactions solely or principally for the purpose of achieving a particular tax consequence, there can be no assurance
that the Company will not engage in transactions that trigger the Tax Shelter Rules. In addition, a Member may have
disclosure obligations with respect to its Interests if the Member (or the Company in certain cases) participates in a
reportable transaction.

Potential investors should consult their own tax advisers about their obligation to report or disclose to the IRS
information about their investment in the Company and participation in the Company’s income, gain, loss, deduction
or credit with respect to transactions or investments subject to these rules.

In addition, pursuant to the Tax Shelter Rules, the Company may provide to its advisers identifying information about
the Company’s investors and their participation in the Company and the Company’s income, gain, loss, deduction or
credit from transactions or investments that are subject to the Tax Shelter Rules, and the Company or its advisers may
disclose this information to the IRS upon its request.

Possible Legislative or Other Actions Affecting Tax Aspects

The present U.S. federal income tax treatment of an investment in the Company may be modified by legislative,
judicial or administrative action at any time, and any such action may affect the treatment of such investment. The
U.S. federal income tax rules are constantly under review by persons involved in the legislative process and by the
IRS and U.S. Treasury Department, resulting from time to time in the adoption of new Treasury Regulations or
changes to existing regulations, revised interpretations of established concepts, as well as statutory changes. Any
changes in the U.S. federal tax laws or interpretations thereof could adversely affect the tax treatment of an investment
in the Company.

STATE AND LOCAL TAXES

Each Member may be liable for state and local income taxes payable in the state or locality in which the Member is a
resident or doing business and may be liable for state and local taxes in the state or locality in which the Company is
doing business. The income tax laws of each state and locality may differ from the above discussion of federal income
tax laws, and may impose additional limitations on the deductibility of Company losses and expenses. The Company
may have to withhold state and local taxes with respect to income generated in particular jurisdictions that is allocable
to Members who are not resident in such jurisdictions and may, in some states, file composite returns, satisfying
Members’ tax liabilities to such states with respect to Company income.

* * *

Members must consult their own advisers regarding the possible applicability of state, local or foreign taxes to an
investment in the Company. The foregoing summary is not intended as a substitute for professional tax advice,
nor does it purport to be a complete discussion of all tax consequences that could apply to this investment.

LEGAL02/43227775v6 44
 CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase and holding of Interests by
employee benefit plans that are subject to Title I of ERISA, plans, IRAs and other arrangements that are subject to
Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that
are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”) and any entities whose underlying
assets are considered to include “plan assets” of any such plan, account or arrangement (each of the foregoing, a
“Plan”). The following discussion is only a summary of certain ERISA implications of an investment in the
Interests and does not purport to be complete. Prospective investors should consult with their own legal, tax,
financial and other advisors prior to investing to review these implications in light of such investor’s particular
circumstances.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or
Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan
and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary
authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of
such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is
generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in Interests of a portion of the assets of any Plan, a fiduciary should consider whether an
investment in Interests is appropriate for the Plan, taking into account the provisions of the Plan documents, the overall
investment policy of the Plan and the composition of the Plan’s investment portfolio, as there are imposed on Plan
fiduciaries certain fiduciary requirements, including those of investment prudence and diversification and the
requirement that a Plan’s investments be made in accordance with the documents governing the Plan. Further, a
fiduciary should consider that in the future there may be no market in which such Plan would be able to sell or
otherwise dispose of Interests.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions
involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or
“disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in
interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and
other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged
in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.
The fiduciary of an ERISA Plan that proposes to purchase or hold any Interests should consider, among other things,
whether such purchase and holding may involve the sale or exchange of any property between an ERISA Plan and a
party in interest or disqualified person, or the transfer to, or use by or for the benefit of, a party in interest or disqualified
person, of any ERISA plan assets. Certain exemptions are available from the prohibited transaction rules. However,
there can be no assurance that an exemption will apply in any particular situation. It is also possible that one exemption
could apply to some aspect of the acquisition or holding of such Interests, but not apply to some other aspect of such
acquisition or holding. Each such exemption contains conditions and limitations on its application. Fiduciaries of
ERISA Plans considering acquiring and holding Interests in reliance any such exemption should carefully review the
exemption to assure it is applicable. There can be no assurance that all of the conditions of any such exemptions will
be satisfied.

Plan Assets Issues

An additional issue concerns the extent to which the Company or all or a portion of its assets could themselves be
treated as subject to ERISA. ERISA and the United States Department of Labor regulations, as modified by Section
3(42) of ERISA (the “Plan Assets Regulation”), concerns the definition of what constitutes the assets of an ERISA
Plan for purposes of the fiduciary responsibility and prohibited transaction provisions of Title I of ERISA and the
prohibited transaction provisions of Section 4975 of the Code.

LEGAL02/43227775v6 45
 Under ERISA and the Plan Assets Regulation, generally when an ERISA Plan acquires an “equity interest” in an
entity that is neither a “publicly offered security” (as discussed below) nor a security issued by an investment company
registered under the Investment Company Act, the ERISA Plan’s assets include both the equity interest and an
undivided interest in each of the underlying assets of the entity, unless it is established either (i) that less than 25% of
the total value of each class of equity interest in the entity is held by “benefit plan investors” as defined in Section
3(42) of ERISA (the “25% Test”) or (ii) that the entity is an “operating company” as defined in the Plan Assets
Regulation (as discussed below). The term “benefit plan investors” is generally defined to include employee benefit
plans subject to Title I of ERISA or Section 4975 of the Code (including “Keogh” plans and IRAs), as well as any
entity whose underlying assets include plan assets by reason of a plan’s investment in such entity (e.g., an entity of
which 25% or more of the value of any class of equity interests is held by benefit plan investors and which does not
satisfy another exception under ERISA).

The Company will not be an investment company under the Investment Company Act and Interests will not qualify
as a “publicly offered security.” The Company intends to monitor compliance with the 25% Test, however there can
be no assurance that the Company will not exceed the 25% Test at any point.

Operating Company

The Plan Assets Regulation defines an “operating company” as an entity primarily engaged (directly or indirectly
through a majority-owned subsidiary or subsidiaries) in the production or sale of a product or service other than the
investment of capital, and includes a venture capital operating company (“VCOC”) and a real estate operating
company (“REOC”). An entity will qualify as a VCOC during a period if (i) on the initial date on which it makes an
investment (other than short-term investments pending long-term commitment) and on certain specified annual testing
dates, at least 50% of its assets (valued at cost and excluding certain short-term investments) consist of “venture capital
investments” (as defined below) or “derivative investments” (as defined in the Plan Assets Regulation), and (ii) during
such period, the entity in the ordinary course of its business actually exercises management rights with respect to one
or more of the operating companies in which it invests. The Plan Assets Regulation defines the term “venture capital
investment” as an investment in an operating company (other than a VCOC but including a REOC) with respect to
which the investor obtains management rights. The Plan Assets Regulation defines “management rights” as
contractual rights directly between the investor and the operating company that entitle the investor to substantially
participate in, or substantially influence the conduct of, the management of the operating company. An entity will
qualify as a REOC during a period if (i) on the initial date on which it makes an investment (other than short-term
investments pending long-term commitment) and on certain specified annual testing dates, at least 50% of its assets
(valued at cost and excluding certain short-term investment) are invested in real estate which is managed or developed
and with respect to which such entity has the right to substantially participate directly in the management or
development activities and (ii) during such period, the entity in the ordinary course of its business is engaged directly
in real estate management or development activities. No assurance can be given that the Company will qualify as a
VCOC or REOC.

LEGAL02/43227775v6 46
 LEGAL PROCEEDINGS

There are no material legal claims, suits, actions, investigations or other proceedings of any sort pending, threatened
or ongoing with respect to the Sponsor or its affiliates.

47
LEGAL02/43227775v6
 EXHIBIT A – SITE PLAN AND PROJECT RENDERINGS

SITE PLAN

Below is a site plan for the Project, with Stage One denoted in blue.

A-1
LEGAL02/43227775v6
 Project Renderings

The following artist’s renderings are intended as a visual representation of the completed Project but do not necessarily
represent the exact details of the completed Project.

A-2
LEGAL02/43227775v6
 A-3
LEGAL02/43227775v6
 EXHIBIT B – CONFIDENTIAL PROJECTIONS

PROJECT PROFIT & LOSS

Year 1 Year 2 Year 3 Year 4

Net Rental Income - 586,659 3,260,808 3,571,370
Total Other Income - 119,101 494,205 533,650
Effective Gross Income - 705,760 3,755,013 4,105,020

Operating Expenses Excl. Property Taxes - (131,388) (726,634) (835,363)

Property Taxes - (159,187) (856,112) (925,033)
Total Operating Expenses - (290,575) (1,582,746) (1,760,397)

Net Operating Income - 415,185 2,172,267 2,344,623

B-1
LEGAL02/43227775v6
PROJECT CASH FLOW AND RETURNS

Year 1 Year 2 Year 3 Year 4

Net Operating Income - 415,185 2,172,267 2,344,623

PACE Loan Debt Service Payments - (897,167) (897,167) (897,167)

PACE Loan Release of Reserves - 897,167 14,555 -
PACE Loan Payoff (Incl. Pre-Payment Penalty) - - - (10,133,072)
Annual TIF Rebate - 80,494 856,112 925,033
TIF Payments (960,917) (960,917) (960,917) (925,033)
TIF Release of Reserves 960,917 880,423 104,805 -

Construction Loan Debt Service Payments - (401,356) - -

Construction Loan Release of Reserves - 401,356 - -
Construction Loan Payoff - (11,500,000) - -
Mortgage Bridge Loan Proceeds (net of fees) - 11,850,000 - -
Mortgage Bridge Loan Payments - - (720,000) (863,353)
Mortgage Bridge Loan Payoff - - - (11,852,639)
Gross HUD 223(f) Debt Proceeds - - - 35,596,914
HUD 223(f) Closing Costs & Fees - - - (786,187)
Net Cash Flow After Debt Services - 765,185 569,654 13,409,120

State Historic Tax Credit Proceeds - - 16,317,096 -

Federal Historic Tax Credit Equity Proceeds - 8,303,489 1,277,460 -
Tax Credit Bridge Loan Repayment - (8,303,489) (16,299,654) -
Federal Historic Tax Credit Equity Payments - (191,619) (191,619) (191,619)
Federal Historic Tax Credit Equity Retirement - - - -
Replacement Reserve - (10,750) (32,250) (32,250)
Partnership Expenses - (23,500) (23,500) (23,500)
Sponsor Asset Management Fees - (100,000) (100,000) (100,000)
DISTRIBUTABLE CASH FLOW (incl. DDFs) - 439,316 1,517,188 13,061,751

Project Levered Returns (8,000,000) - 439,316 1,517,188 13,061,751

Project Cash on Cash Returns 0.0% 5.5% 19.0% 163.3%
Project Levered XIRR 19.27%
Project Levered Equity Multiple 1.88x

Investor Levered Returns (7,200,000) - 395,384 1,365,469 10,767,346

Investor Cash on Cash Returns 0.0% 5.5% 19.0% 149.5%
Investor Levered XIRR 16.82%
Investor Levered Equity Multiple 1.74x

Hypothetical $250,000 Investment Returns (250,000) - 13,729 47,412 373,866

Hypothetical Investor XIRR | Cash on Cash Yields 16.82% 0.0% 5.5% 19.0% 149.5%
Hypothetical Investor Multiple on Equity 1.74x

B-2
LEGAL02/43227775v6
 EXHIBIT C – MARKET ANALYSIS

LEGAL02/43227775v6
EXHIBIT D – FORM OF SUBSCRIPTION AGREEMENT
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND
ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE
SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER THE LIMITED LIABILITY
COMPANY AGREEMENT OF THE ISSUER OF THE SECURITIES AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS
PURSUANT TO REGISTRATION OR EXEMPTION FROM REQUIREMENTS THEREUNDER.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (as it may be amended, with all attachments hereto, this “Agreement”) is
made by and between Colman I Investor, LLC, a Delaware limited liability company (the “Company”), and the
undersigned prospective investor (the “Subscriber”).

RECITALS

WHEREAS, The Membership Interest subscribed for hereby is subject to that certain Limited Liability
Company Operating Agreement of the Company (as amended from time to time, including all attachments thereto,
the “Operating Agreement”), which Operating Agreement sets forth the management of the business and affairs of
the Company, the allocation of profits and losses among the Members, and the respective rights and obligations of
the Members to each other and to the Company.

WHEREAS, The Subscriber is willing to purchase, and the Company is willing to issue and sell to the
Subscriber, a Membership Interest, all on the terms and subject to the conditions set forth herein and in the
Operating Agreement.

AGREEMENT

In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth
below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined in this Agreement will have the
meanings ascribed to such terms in the Operating Agreement.

2. Subscription. The Subscriber hereby subscribes for and agrees to make a Capital Contribution to
the Company in the cash amount set forth on Exhibit A attached hereto, in exchange for which the Subscriber shall
be issued a Membership Interest in the Company pursuant to the terms of the Operating Agreement.

3. Purchase of Membership Interest. On or before the Closing date, the Subscriber shall deliver
payment (in the form of a wire transfer or cashier’s check) to the Company in the dollar amount set forth on Exhibit
A and in accordance with the written payment instructions provided separately by the Company.

4.1 Acceptance or Rejection of Subscription.

4.1 The Subscriber understands and agrees that the Subscriber’s subscription evidenced
hereby is revocable and is conditioned upon acceptance by the Company, and that, at any time prior to the
closing of the Subscriber’s purchase of a Membership Interest, may be revoked by Subscriber or accepted
or rejected in whole or in part by the Company, in its sole discretion notwithstanding prior receipt by the
Subscriber of notice of acceptance of the Subscriber’s subscription, if in the judgment of the Manager such
action is not in the best interests of the Company.

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 4.2 In the event of a rejection of the Subscriber’s subscription, the Subscriber’s cash or check
will be returned to the Subscriber without interest or deduction and this Subscription Agreement shall have
no force or effect. In the event of a partial rejection of the Subscriber’s subscription, that portion of the
Subscriber’s payment relating to the rejected portion will be returned, and this Subscription Agreement will
be deemed amended to reflect the reduction by the Company.

5. Representations and Warranties of the Subscriber. The Subscriber represents and warrants to the
Company that:

5.1 The Subscriber, if a legal entity, was duly formed and organized, and is in good standing
and existence, in the jurisdiction of its formation and organization. The Subscriber has full legal authority
(and if the Subscriber is a natural person, the legal capacity) execute and deliver this Agreement and to
perform its obligations hereunder. This Agreement has been duly executed and delivered by the Subscriber
and is the legal, valid and binding obligation of the Subscriber enforceable against it in accordance with the
terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent transfer or other similar law affecting creditors’ rights generally, and subject to principles of
equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing,
election of remedies, estoppel and other similar doctrines affecting the enforceability of agreements
generally, regardless of whether considered in a proceeding in equity or at law.

5.2 The Subscriber has received and carefully reviewed a copy of the Company’s
confidential private placement memorandum (as amended or supplemented, together with all attachments
thereto, the “Memorandum”). The Subscriber has not been furnished any offering literature other than the
Memorandum and the supplemental informational materials prepared and provided by the Company, and
the undersigned has relied only on the information contained therein.

5.3 The Subscriber understands and acknowledges that its purchase of a Membership Interest
is a speculative investment that involves a high degree of risk and the potential loss of its entire investment
and has carefully read and considered the Operating Agreement, and the matters under the caption “Risk
Factors” contained in the Memorandum.

5.4 The Subscriber understands that the Membership Interests have not been registered under
the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered
under the Securities Act and applicable state securities laws or unless an exemption from such registration
requirements is available. The Subscriber is aware that the Company is under no obligation to effect any
such registration (except solely to the extent, if any, provided in the Operating Agreement) or to file for or
comply with any exemption from registration. The Subscriber understands that, in addition to the
foregoing, the Operating Agreement imposes substantial restrictions of the ability of Subscriber to transfer
or assign its Membership Interest.

5.5 The Subscriber is purchasing a Membership Interest for its own account and not with a
view to, or for resale in connection with, any distribution thereof.

5.6 The Subscriber has such knowledge and experience in financial and business matters that
the Subscriber is capable of evaluating the merits and risks of such investment, is able to incur a complete
loss of such investment and is able to bear the economic risk of such investment for an indefinite period of
time. The Subscriber has, with the assistance of the Subscriber’s professional advisors, to the extent that it
has deemed appropriate, made its own legal, tax and financial evaluation of the merits and risks of an
investment in the Company and the consequences thereof.

5.7 The Subscriber is not relying upon (and will not at any time rely upon) any
communication, whether written or oral, of or by the Company, the Manager or their respective Affiliates,
as investment advice or as a recommendation to invest in the Company, it being understood that
information related to the Company and the Membership Interests and the other matters described in the
Memorandum shall not be considered investment or tax advice or a recommendation to invest in the

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 Company. Subscriber acknowledges and agrees that neither the Company nor the Manager or any of their
respective Affiliates has (A) given any guarantee or representation as to the potential success, return, effect
or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the
Company or (B) made any representation to the undersigned regarding the legality of an investment in the
Company under applicable law.

5.8 The Subscriber is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D under the Securities Act. The undersigned agrees to furnish any additional information
requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and
state securities laws in connection with Subscriber’s investment in the Company. Any information that has
been furnished or that will be furnished by the undersigned to evidence its status as an accredited investor
is accurate and complete, and does not contain any misrepresentation or material omission.

5.9 The Subscriber acknowledges and agrees that neither the Company nor any other person
offered to sell a Membership Interest to it by means of any form of general solicitation or advertising,
including but not limited to: (A) any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting
whose attendees were invited by any general solicitation or general advertising.

5.10 The Subscriber had and continues to have an opportunity (i) to question, and to receive
information from the Company concerning the Company and the Subscriber’s investment in the Company
and (ii) to obtain any and all additional information that the Subscriber deems relevant to make an informed
investment decision.

5.11 The Subscriber understands that each of the Subscriber’s representations and warranties
contained in this Agreement shall be deemed to have been reaffirmed and confirmed as of the Closing,
taking into account all information received by the Subscriber.

5.12 The Subscriber hereby covenants and agrees to notify the Company in writing upon the
occurrence of any event prior to the closing of the Subscriber’s purchase of the Membership Interest
subscribe for pursuant to this Agreement which would cause any representation, warranty, or covenant of
the Subscriber contained in this Agreement to be false, incorrect or incomplete.

6. Representations of the Company. The Company represents that:

6.1 Organization and Power. The Company is a limited liability company duly formed and
validly existing under the laws of the State of Delaware with full power and authority to enter into this
Agreement and perform its obligations hereunder.

6.2 Authorization. The execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated hereby by the Company have been duly
and validly authorized by all requisite limited liability company action on the part of the Company, and no
other proceedings on its part are necessary to authorize the execution, delivery or performance of this
Agreement. This Agreement has been duly executed and delivered by the Company, and this Agreement
constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms and
conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent transfer or other similar law affecting creditors’ rights generally, and subject to principles of
equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing,
election of remedies, estoppel and other similar doctrines affecting the enforceability of agreements
generally, regardless of whether considered in a proceeding in equity or at law.

6.3 Noncontravention. Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Company is subject or any provision of the Operating

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 Agreement or conflict with, result in a breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by
which it is bound or to which any of its assets is subject.

7. Operating Agreement. Subscriber has received a copy of and carefully reviewed the Operating
Agreement. The Subscriber hereby acknowledges and agrees that (a) upon the Company’s acceptance of
Subscriber’s subscription and issuance of a Membership Interest to the Subscriber, the Subscriber will be bound by
the Operating Agreement and (b) the Operating Agreement governs the rights, benefits, restrictions and obligations
of the Membership Interest issued hereunder.

8. Miscellaneous.

8.1 Entire Agreement. This Agreement and the Operating Agreement set forth the entire
understanding among the parties with respect to the subject matter hereof. In the event of any
inconsistency between the terms and conditions of this Agreement and the Operating Agreement, the terms
and conditions of the Operating Agreement will control.

8.2 Amendment. This Agreement can be changed only by an instrument in writing signed by
all parties hereto.

8.3 Successors and Assigns. Except as otherwise provided herein, all covenants and
agreements contained in this Agreement will bind and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, legal representatives and permitted assigns, whether
so expressed or not. Neither party may assign any of its rights or delegate any of its obligations hereunder
without the prior written consent of the other party.

8.4 Survival. All covenants, agreements, representations and warranties made herein will
survive the execution and delivery hereof and the issuance or transfer of any Membership Interest.

8.5 Counterparts. This Agreement may be executed simultaneously in two or more separate
counterparts (including by means of facsimile or electronic transmission in portable document format (pdf)
or comparable electronic transmission), anyone of which need not contain the signatures of more than one
party, but each of which will be an original and all of which together will constitute one and the same
agreement binding on all the parties hereto.

8.6 Notice. All notices, demands and other communications to be given or delivered under
or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given
(a) when personally delivered, sent by facsimile or email (with hard copy to follow) or sent by reputable
overnight express courier (charges prepaid), or (b) three days following mailing by certified or registered
mail, postage prepaid and return receipt requested. Any notices, demands and other communications will
be sent to the Subscriber at address for the Subscriber set forth on Exhibit A, or to such other address or to
the attention of such other person as the Subscriber has specified by prior written notice to the Company
given in accordance with this Section 9.6. Any notice to the Company will be deemed given if received by
the Company at the Company’s then-current principal place of business.

9. Applicable Law; Arbitration.

9.1 Applicable Law. This Agreement will be governed by, and construed in accordance with,
the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.

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 9.2 Waiver of July Trial. THE SUBSCRIBER HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING
OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

9.3 Arbitration; Venue. In the event the parties are unable to resolve any disputes relating to
this Agreement, except as otherwise specifically provided herein, any controversy, claim, or dispute arising
under or relating to this Agreement, including the existence, validity, interpretation, performance,
termination or breach of this Agreement, will finally be settled by binding arbitration before a single
arbitrator (the “Arbitration Tribunal”) jointly appointed by the parties to such dispute. The Arbitration
Tribunal will self-administer the arbitration proceedings utilizing the Commercial Rules of the American
Arbitration Association (“AAA”); provided, however, that the AAA will not be involved in administration
of the arbitration. The arbitrator must be a retired judge of a state or federal court of the United States or a
licensed lawyer with at least ten years of corporate or commercial law experience from a law firm with at
least 20 attorneys and at least an AV rating by Martindale Hubbell. If the parties cannot agree on an
arbitrator, each party will nominate one arbitrator and such arbitrator nominees will mutually appoint one
arbitrator, who will serve as the sole arbitrator of the Arbitrator Tribunal, whose appointment will be final.
The arbitration will be held in Milwaukee, Wisconsin. Each party will have discovery rights as provided
by the Federal Rules of Civil Procedure within the limits imposed by the arbitrator; provided, however, that
all such discovery will be commenced and concluded within 60 days of the selection of the Arbitration
Tribunal. It is the intent of the parties that any arbitration will be concluded as quickly as reasonably
practicable. Once commenced, the hearing on the disputed matters will be held four days a week until
concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The Arbitration
Tribunal will use all reasonable efforts to issue a short form award (stating that the Arbitration Tribunal is
ruling for which party, the amount of the award, and the award of any attorney’s fees) within a period of
five business days after closure of the proceedings. Failure of the Arbitration Tribunal to meet the time
limits of this Section will not be a basis for challenging the award. The Arbitration Tribunal will not have
the authority to award punitive damages to either party. Each party will bear its own expenses, but the
parties will share equally the expenses of the Arbitration Tribunal. The Arbitration Tribunal will award
attorneys’ fees and other related costs payable by the losing party to the successful party. This Agreement
will be enforceable, and any arbitration award will be final and non-appealable, and judgment thereon may
be entered in any court of competent jurisdiction. Notwithstanding the foregoing, claims for injunctive
relief may be brought in any state or federal court located in Milwaukee, Wisconsin. Each party hereby
consents to service of process by registered mail, return receipt requested, at such party’s address set forth
in this Agreement (as modified by written notice of a party from time to time in compliance with the notice
provisions herein) and expressly waives the benefit of any contrary provision of law.

9.4 Reliance. Each of the parties hereto acknowledges that he or it has been informed by
each other party that the provisions of this Article 9 constitute a material inducement upon which such
party is relying and will rely in entering into this Agreement and the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank]

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 IN WITNESS WHEREOF, the undersigned Subscriber has executed this Subscription Agreement on the
date set forth below.

SUBSCRIBER: (if a natural person) SUBSCRIBER: (if a legal entity)

_____________________________________ ____________________________________
(signature) (print legal name of entity)

Name: ____________________________ By: ________________________________

(print name) (signature)

Date: _____________________________ Name: _____________________________

(print name)

Title: ______________________________
(print title)

Date: ______________________________

The foregoing Subscriber’s subscription, in the amount set forth on Exhibit A hereto, is hereby accepted as
of ___________, 2023:

COLMAN I INVESTOR, LLC

By: Jeffers Colman I, LLC, its manager

By: J. Jeffers & Co., LLC, its sole member

By: _______________________________
Name: Joshua J. Jeffers
Title: CEO

Signature Page to Colman I Investor, LLC - Subscription Agreement

LEGAL02/43227775v6
 EXHIBIT A

Subscription Amount
Name of Subscriber (Capital Contribution)

$ ________________

Notice Address of Subscriber

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