The confidential private investment offering (“Offering”) in the secured portion of this website (“Offering Website”) contains certain information regarding a to-be-formed limited liability company (“Company”) formed solely for the purpose of acquiring real property, as described in greater detail in the Offering Website (“Property”), and the offering by the Company of its membership units (“Units”) to certain “accredited investors” (defined below).
THE UNITS OFFERED IN THE OFFERING WEBSITE MAY BE OFFERED AND SOLD ONLY TO A LIMITED NUMBER OF ACCREDITED INVESTORS WHO MEET CERTAIN STANDARDS OF ELIGIBILITY.
Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended (“Act”), defines, generally, an accredited investor as a natural person who has a net worth in excess of $1,000,000.00, or individual income in the current year and in each of the prior two (2) years of in excess of $200,000.00 (or joint income with such person’s spouse of in excess of $300,000.00). Non-natural persons (i.e., partnerships, corporations, limited liability companies, trusts, and other entities), generally, are accredited investors if they have assets in excess of $5,000,000.00 or are owned exclusively by accredited investors. Accredited institutional investors include, but are not limited to, banks and financial institutions, insurance companies, broker-dealers, private business development companies, securities broker-dealers, and registered investment companies. More detailed information regarding the qualifications of an accredited investor are set forth in a subscription agreement to be executed by each prospective purchaser of Units, the form of which is included in the documents available for review in the Offering Website.
The Offering is an offer only to a direct invitee to the Offering Website (“Invitee”), and only if delivery of the security credentials to the Offering Website were made, or authorized, explicitly by the Company to such Invitee. By entering the Offering Website, Invitee acknowledges and agrees not to duplicate, or to give a copy of, the documents or any of information contained therein, or any other information in the Offering Website to any person other than Invitee’s advisors. If Invitee decides not to purchase any Units, Invitee acknowledges and agrees to promptly destroy or delete any documents or information obtained from the Offering Website.
The Company has the discretion to accept or reject any subscription, in whole or in part, in its sole discretion for any reason. Invitee should not consider investing if Invitee is not financially sophisticated and capable of evaluating the merits and risks of the Offering, either on Invitee’s own or with the assistance of Invitee’s financial advisor. The Units offered are speculative, involve substantial risk, and are only a suitable investment for a limited portion of the risk segment of Invitee’s investment portfolio.
No one has been authorized to make any representations about the Company or the Units, other than those representations made in the Offering Website. Therefore, Invitee acknowledges and agrees Invitee is purchasing the Units solely upon the basis of the information contained in the Offering Website.
The Offering Website is not, nor does it offer, legal, tax, or financial advice. The Company recommends Invitee consult Invitee’s own professional advisors as to the legal, tax, and/or financial implications of the Offering and as to Invitee’s suitability for it.
In making an investment decision, Invitee should rely upon Invitee’s own examination of the Company and the terms of the Offering, including the merits and risks involved. The Units offered have not been recommended or approved by, or registered with, the Securities and Exchange Commission, any state securities commission, or any other regulatory authority. No regulators have passed on, or endorsed the merits of, this Offering or the accuracy or completeness of the Offering Website. Any representation to the contrary is a criminal offense.
The Units are being offered and sold in reliance on exemptions from the registration requirements of the Act and, generally, of the state securities laws. Therefore, the Units may not be transferred or resold unless they are later registered pursuant to the Act and state securities’ laws, or are exempt from registration. There is no public or other market for the Units, nor is it likely any such market will develop. Therefore, Invitee should expect to retain Invitee’s ownership of the Units and bear the financial risks of this investment for an indefinite period.
THE FOLLOWING INFORMATION CONTAINED IN THE OFFERING WEBSITE WAS OBTAINED FROM VARIOUS THIRD PARTIES AND WAS ASSUMED TO BE ACCURATE AT THE TIME SUCH INFORMATION WAS OBTAINED.
IN THE EVENT THE COMPANY ACTUALLY BECOMES AWARE ANY OF THE INFORMATION CONTAINED IN THE OFFERING WEBSITE IS INACCURATE, THE COMPANY SHALL REVISE THE OFFERING WEBSITE ACCORDINGLY.
BY CLICKING “AGREE TO TERMS AND VIEW OFFERING”, INVITEE ACKNOWLEDGES AND AGREES INVITEE HAS READ, UNDERSTANDS, AND AGREES TO THE ABOVE, AND IS A CONFORMING ACCREDITED INVESTOR.
