CONFIDENTIAL PRIVATE OFFERING …...CONFIDENTIAL PRIVATE OFFERING MEMORANDUM ii Price to Investors...

CONFIDE NTIAL PRIVATE OFFERING MEM ORANDUM

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OrbVest Old Milton Medical 25 Buildings, LLC August 20, 2019

Maximum Offering Amount Limited Liability Company Membership Units

$4,651,200 $1,000 per Unit

OrbVest Old Milton Medical 25 Buildings, LLC, a Georgia limited liability company (the “Company”), is offering for sale (the “Offering”) up to Four Million Six Hundred Fifty-One Thousand Two Hundred Dollars ($4,651,200) of limited liability company membership units in the Company (the “Units”). The Offering is made on the terms and conditions set forth in this Confidential Private Offering Memorandum, as it may be amended or supplemented from time to time (the “Memorandum”). INVESTORS SHOULD REVIEW THE MEMORANDUM PRIOR TO MAKING AN INVESTMENT DECISION. Each person who acquires a Unit shall become a member of the Company (each, a “Member”) and shall become a party to the Operating Agreement of the Company, a copy of which is attached as Exhibit A hereto. The Company will acquire up to ninety-five percent (95%) of 3333 Alpharetta Lifehope MOB 1 JV, LLC, a Georgia limited liability company (the “Holding LLC”) to acquire, own, operate, and hold for lease the following property: Lifehope at Alpharetta, 3333 Old Milton Parkway, Alpharetta GA 30009 (the “Property”), as more fully described in this Memorandum. The Company shall be solely managed by OrbVest US, Inc., a Georgia corporation (the “Manager”).

AN INVESTMENT IN THESE UNITS IS HIGHLY SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS.

SEE “RISK AND OTHER INVESTMENT FACTORS” AND “PROPERTY RISKS” IN THIS MEMORANDUM. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED OR RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE UNITS ARE BEING OFFERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF

1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (COLLECTIVELY, THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4(a)(2) AND 506(c) OF REGULATION D PROMULGATED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), AND UNDER APPLICABLE STATE SECURITIES LAWS. THESE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

OrbVest Old Milton Medical 25 Buildings, LLC c/o OrbVest US, Inc. 101 Vickery Street Roswell GA 30075

+1.404. 850.0180 x710


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Price to Investors Sales Commissions1 Proceeds to Company2

Per Unit3 $1,000 0% $1,000 Minimum Offering Amount4 $100,000 0% $100,000 Maximum Offering Amount $4,651,200 0% $4,651,200

1. The Units will be offered and sold on a “best efforts” basis by broker-dealers, collectively called the “selling

group,” who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The broker-dealers will receive sales commissions of up to 0.0% of the gross offering proceeds (as defined below).

2. Amounts shown are proceeds after deducting sales commissions but before deducting marketing, offering, and organization expenses. The Manager anticipates that offering and organization expenses will not exceed Three Hundred Thousand Dollars ($300,000).

3. The minimum purchase is One Hundred Thousand (100,000) Units, or One Hundred Thousand Dollars ($100,000). The Manager may, in its sole and absolute discretion, waive or lower the minimum purchase requirement for certain investors and permit the purchase of fewer than the minimum number of Units. The Manager may also, in its sole and absolute discretion, permit the purchase of fractional Units.

4. Payment for the Units will be released to the Company from an escrow account at Prime Trust, LLC only upon receipt and acceptance by the Manager of payment for at least One Hundred Thousand Dollars ($100,000) of Units, which is the minimum offering amount, on or before the date that is One Hundred Twenty (120) days from the date of this Memorandum, which date may be extended for up to an additional One Hundred Twenty (120) days in the Manager’s sole discretion. Upon the release of funds from escrow, the Offering will continue until the maximum offering amount has been sold or the Offering has terminated.

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, OFFICERS, EMPLOYEES, OR REPRESENTATIVES AS LEGAL OR TAX ADVICE OR AS INFORMATION NECESSARILY APPLICABLE TO A PROSPECTIVE INVESTOR’S INDIVIDUAL FINANCIAL SITUATION. EACH INVESTOR SHOULD CONSULT HIS OWN FINANCIAL ADVISOR, LEGAL COUNSEL, AND ACCOUNTANT AS TO TAX AND RELATED MATTERS CONCERNING HIS INVESTMENT IN THE UNITS.

NO DEALER, SALESMAN, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR

MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN AS AUTHORIZED IN THIS MEMORANDUM OR IN THE EXHIBITS HERETO, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS BEING AUTHORIZED. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL. REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS IS PROHIBITED WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH OFFEREE AGREES TO RETURN THE MEMORANDUM TO THE COMPANY IF HE DOES NOT PURCHASE ANY UNITS OFFERED HEREBY, THE OFFERING IS TERMINATED FOR ANY REASON, OR HIS SUBSCRIPTION FOR UNITS IS REJECTED.


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CERTAIN OF THE ECONOMIC AND FINANCIAL MARKET INFORMATION CONTAINED HEREIN (INCLUDING CERTAIN FORWARD-LOOKING STATEMENTS) HAS BEEN OBTAINED FROM PUBLISHED SOURCES AND/OR PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, NONE OF THE COMPANY, THE MANAGER, THE OPERATIONS PARTY, OR THEIR AFFILIATES ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OF SUCH INFORMATION.

THE UNITS WILL BE SOLD IN A PRIVATE OFFERING TO A LIMITED NUMBER OF INVESTORS MEETING CERTAIN SUITABILITY STANDARDS. SEE “WHO MAY INVEST” IN THIS MEMORANDUM. THIS OFFERING IS MADE SUBJECT TO WITHDRAWAL, CANCELLATION, OR MODIFICATION BY THE COMPANY FOR ANY REASON AT ANY TIME WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT TO REJECT, IN ITS SOLE AND ABSOLUTE DISCRETION, ANY OFFER TO PURCHASE UNITS IN WHOLE OR IN PART.

THE WRITTEN TAX ADVICE SET FORTH IN THIS MEMORANDUM IN “RISK AND OTHER INVESTMENT FACTORS – TAX RISKS” IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. THE ADVICE WAS WRITTEN TO SUPPORT THE PROMOTION AND MARKETING OF THE TRANSACTION OR MATTER ADDRESSED BY THE WRITTEN ADVICE. THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The Company will not file any financial information with the SEC. Neither prospective investors nor the Members will be able to cause the Company to file any financial information with the SEC.

Each prospective investor will be afforded the opportunity to obtain additional information, if available, that such investor may reasonably request relating to this Offering, the Company, or any of the documents appended hereto as exhibits or otherwise a part of or related to this Offering.


TABLE OF CONTENTS

Contents SUMMARY OF THE OFFERING ................................................................................................................................. 1

WHO MAY INVEST ................................................................................................................................................... 4

HOW TO SUBSCRIBE ................................................................................................................................................ 7

ESTIMATED SOURCES AND USES OF PROCEEDS OF THE OFFERING ....................................................................... 7

RISK FACTORS .......................................................................................................................................................... 9

PROPERTY RISKS ...................................................................................................................................................... 9

RISK AND OTHER INVESTMENT FACTORS .............................................................................................................. 11

OPERATION AND COMPANY RISKS .................................................................................................................... 12

REAL ESTATE RISKS ............................................................................................................................................ 13

PRIVATE OFFERING AND LIQUIDITY RISKS ......................................................................................................... 19

TAX RISKS ........................................................................................................................................................... 22

TAX ADVICE DISCLOSURE ....................................................................................................................................... 24

MANAGEMENT ...................................................................................................................................................... 24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ................................................. 26

COMPENSATION OF MANAGER AND ITS AFFILIATES ............................................................................................ 26

CONFLICTS OF INTEREST .................................................................................................................................... 28

SUMMARY OF ORGANIZATIONAL DOCUMENTS ................................................................................................... 30

THE PROPERTY ....................................................................................................................................................... 31

LEGAL PROCEEDINGS ............................................................................................................................................. 32

OTHER DOCUMENTS ............................................................................................................................................. 32

EXHIBIT A – OPERATING AGREEMENT ................................................................................................................... 33

EXHIBIT B – SUBSCRIPTION AGREEMENT .............................................................................................................. 34

EXHIBIT C – FINANCIAL PROJECTIONS ................................................................................................................... 35

EXHIBIT D – LEGAL DESCRIPTIONS ......................................................................................................................... 36

OrbVest Old Milton Medical 25, 3333 Old Milton Parkway, Alpharetta GA 30009 .......................................... 36


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SUMMARY OF THE OFFERING

The following summary is qualified in its entirety by the detailed information appearing

elsewhere in this Memorandum. The Company: The Company was formed on August 12, 2019 as a limited liability

company under the name “OrbVest Old Milton Medical 25 Buildings, LLC” in accordance with the laws of the state of Georgia. The Company is acquiring up to ninety-five percent (95%) of 3333 Alpharetta Lifehope MOB 1 JV, LLC, a Georgia limited liability company (the “Holding LLC”) to acquire, own, operate, and hold for lease the Property, as more fully described in this Memorandum. The Holding LLC has engaged Honan Property Management, LLC, an unaffiliated third-party, to act as property manager and leasing agent (the “Property Manager”). This program represents the fifth (5th) program sponsored by OrbVest US, LLC related entities where Property Manager has served as an operations party or property manager.

The Manager: The Company is managed by OrbVest US, Inc., a Georgia corporation (the

“Manager”). The principal place of business of the Company and the Manager is located at 101 Vickery Street, Roswell GA 30075; telephone 404.850.0180 x710. The Units are referred to as the Membership Units in the Operating Agreement of the Company.

The Property: The Holding LLC will acquire the Property also known as Lifehope at

Alpharetta consisting of 114,357 square feet. The improvements are situated on 10.42 acres. The offered building was purchased as a Class “A” office building and has been converted to a Medical Office building. The Building was constructed in 1986 as regional headquarters for Siemens. The all-inclusive purchase price is $65,035,000, which consists of the contract price of 24,000,000.

Project reserves for tenant improvements is $16,070,000 and leasing

commissions is None. Project reserves for capital improvements is $11,700,000. Project reserves for additional expenses included in acquisition costs are in the amount of $11,265,000.

Financing The Property is secured by a first mortgage loan in the amount of

$28,500,000.00. The Units: The Company is offering a minimum of One Hundred Thousand Dollars

($100,000) and a maximum of Four Million Six Hundred Fifty-One Thousand Two Hundred Dollars ($4,651,200) of limited liability company membership units in the Company (the “Units”). The purchase price per Unit is One Thousand Dollars ($1,000). The minimum required purchase is


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One Hundred Thousand (100,000) Units, or One Hundred Thousand Dollars ($100,000), unless the Manager, in its sole and absolute discretion, waives or lowers the minimum purchase requirement and permits the purchase of fewer than the minimum number of Units. Each person who acquires a Unit shall become a member of the Company (each, a “Member”). The Members are referred to as the “Members” in the Operating Agreement of the Company. The Members will earn a cumulative, non-compounded preferred return of Seven Percent (7%) per annum (the “Hurdle Rate”).

Distribution of Cash Flow:

Operating Cash Flow shall be distributed quarterly, beginning at such time as the Manager determines, as follows: 1. First, pro rata to the Member's an amount equal to the Preferred

Return on the Member's Additional Capital Contributions Account not previously distributed pursuant to this section,

2. Second, pro rata to the Member's an amount equal to the Member's Additional Capital Contributions Account not previously distributed pursuant to this section, and

3. Third, pro rata in accordance with their percentage ownership of total issued Membership Units.

Distribution of Capital Proceeds:

Upon the occurrence of a Capital Event or liquidation, the proceeds will be distributed as follows: 1. First, pro rata to the Member's an amount equal to the Preferred

Return on the Member's Additional Capital Contributions Account not previously distributed pursuant to this section,

2. Second, pro rata to the Member's an amount equal to the Member's Additional Capital Contributions Account not previously distributed pursuant to this section, and

3. Third, pro rata in accordance with their percentage ownership of total issued Membership Units. Percentage ownership of total issued Membership Units.

Operating Agreement: Upon its purchase of the Units, each Member shall become a party to the

Operating Agreement of the Company, a copy of which is attached as Exhibit A hereto. See “Summary of the Operating Agreement” in this Memorandum.

Profits & Losses The Company will maintain a capital account for each Member. Each

Member’s capital account generally is increased by the Capital Contributions (as defined in the Operating Agreement) and Additional Capital Contributions (as defined in the Operating Agreement) of that Member and the Net Profit (as defined in the Operating Agreement) allocations to that Member and is generally decreased by distributions and Loss (as defined in the Operating Agreement) allocations to that Member. Net Profits and Losses will be allocated to cause each Member’s capital account to equal the amount that would be distributed to each Member if


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the Company were liquidated as of the end of each fiscal year. In addition, there are certain other non-economic allocations that may be made to the Members as required by federal income tax laws.

Purchase Period and Escrow:

The Offering will continue until a minimum of One Hundred Thousand Dollars ($100,000) of Units has been sold on or before the date that is One Hundred Twenty (120) days from the date of this Memorandum, which date may be extended for up to an additional One Hundred Twenty (120) days in the Manager’s sole discretion (the “Initial Closing Date”) and either the date the maximum offering amount has been sold or the Offering has terminated (the “Final Closing Date”). Payment for the Units will be released to the Company from an escrow account at Prime Trust, LLC upon receipt and acceptance by the Manager of payment for at least One Hundred Thousand Dollars ($100,000) of Units, which is the minimum offering amount.

Method of Purchase: Each person desiring to purchase the Units must execute and deliver to the

Company or, if applicable, to his broker-dealer, the Subscription Agreement attached as Exhibit B hereto, the appropriate Prospective Purchaser Questionnaire, and, if necessary, the Purchaser Representative Questionnaire (collectively, the “Subscription Documents”). The executed Subscription Documents must be submitted to JumpStart Securities, LLC followed by the Purchase Price in an amount equal to One Thousand Dollars ($1,000) multiplied by the number of Units being purchased unless the Manager designates a different account after the Initial Closing Date.

Suitability of Investors:

The purchase of the Units is suitable only for persons of substantial financial means who have no need for liquidity in their investment. The Units will be offered and sold only to persons who meet these and other requirements and who can represent that they are “accredited investors” within the meaning of the Securities Act. See “Who May Invest” in this Memorandum.

Risk Factors: The Offering involves certain significant risks. See “Property Risks” and

“Risk and Other Investment Factors” in this Memorandum. Objectives of the Company

The objectives of the Company are to: (i) provide distributions of available cash flow; (ii) realize appreciation upon the sale, exchange, or other disposition of the Property; and (iii) return the Members’ investment in the Company.

Management of the Company:

The Manager has the exclusive right to manage the business and affairs of the Company, including, without limitation, the exclusive right to make all decisions relating to the Units. The Members will have no right to vote on or to affect or direct any decision or action of the Company, except as otherwise provided in the Operating Agreement or Management Services Agreement.


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Manager’s Compensation and Fees:

The Manager and its affiliated entities and persons, including the principals of the Manager and such affiliated entities, will receive fees and compensation in connection with this Offering, the acquisition of the Property, the management of the Company and the Property, and certain services that may be provided to the Company. See “Compensation of Manager and its Affiliates” in this Memorandum.

Fiscal Year: The Company’s fiscal year end is December 31. Term of the Company: The Operating Agreement provides that the Company will continue until

the Company is dissolved pursuant to the terms of the Operating Agreement.

Definitions: The Operating Agreement provides that the Company will continue until

the Company is dissolved pursuant to the terms of the Operating Agreement.

WHO MAY INVEST

The Units are being offered and sold in reliance on an exemption from the registration requirements of the Securities Act and applicable state securities laws. Accordingly, distribution of this Memorandum has been strictly limited to persons who meet the requirements and make the representations set forth below. The Company reserves the right, in its sole and absolute discretion, to reject any Subscription Agreement based on any information that may become known or available to the Company about the suitability of a prospective investor or for any other reason.

Investor Suitability Requirements An investment in the Units involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity in this investment. Units will be sold only to investors who (i) buy at least One Hundred Thousand (100,000) Units, or One Hundred Thousand Dollars ($100,000), subject to certain exceptions in the sole and absolute discretion of the Manager, and (ii) represent in writing that they meet the investor suitability requirements established by the Manager and as may be required under federal or state law. The written representations you make will be reviewed to determine your eligibility to purchase Units. The Company may, in its sole and absolute discretion, refuse an offer to purchase Units in whole or in part if it believes that an investor does not meet the applicable investor suitability requirements or for any other reason.

You must represent in writing to the Company that you meet, among others, all of the following requirements:

1. You have received, read, and fully understand this Memorandum and are basing your decision to

invest on the information contained in this Memorandum. You have relied only on the information contained in this Memorandum and have not relied on any representations made or information


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provided by any other person;

2. You are an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. An “accredited investor” is:

a. Any natural person who has an individual net worth, or joint net worth with his or her

spouse, of more than $1,000,000 (excluding the value of the primary residence and any debt secured thereby up to the value of the residence);

b. Any natural person who has individual annual income in excess of $100,000, or joint income with his or her spouse in excess of $300,000, in each of the two most recent years and has a reasonable expectation of reaching the same income level in the current year;

c. Any corporation, Massachusetts or similar business trust, partnership, or organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the Units, with total assets over $5,000,000;

d. Any trust, with total assets over $5,000,000, not formed for the specific purpose of acquiring the Units and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Units as described in Rule 506(b)(2)(ii) under the Securities Act;

e. Any broker-dealer registered under Section 15 of the Securities Exchange Act of 1934;

f. Any investment company registered under the Investment Company Act of 1940 or a business development company (as defined in Section 2(a)(48) of the Investment Company Act of 1940);

g. Any small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

h. Any employee benefit plan within the meaning of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”), if the investment decision is made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if such employee benefit plan has total assets over $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors;

i. Any private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940);

j. Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity, or any insurance company as defined in Section 2(13) of the Securities Act;


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k. Any plan established and maintained by a state, its political subdivisions, or any agency

or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets of more than $5,000,000.

l. Any executive officer of the Company or the Manager; or

m. Any entity in which all of the equity owners are accredited investors.

In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property, and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence). In the event that the amount of any mortgage or other indebtedness secured by your primary residence exceeds the fair market value of the residence, that excess liability should ALSO be deducted from your net worth. Any mortgage or indebtedness secured by your primary residence incurred within 60 days before the time of the sale of the securities offered hereunder, other than as a result of the acquisition of the primary residence, shall also be deducted from your net worth. In the case of fiduciary accounts, the net worth and/or income suitability requirements must be satisfied by the beneficiary of the account, or by the fiduciary if the fiduciary directly or indirectly provides funds for the purchase of the Units.

3. You are acquiring the Units for your own account and for investment purposes only and have

no present intention, agreement, or arrangement for the distribution, transfer, assignment, resale, or subdivision of the Units;

4. You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of investing in the Units and have the ability to protect your own interests in connection with such investment;

5. You understand that an investment in the Units is highly speculative and involves substantial risks and you are fully cognizant of and understand all of the risks relating to an investment in the Units, including, but not limited to, those risks discussed in the “Risk and Other Investment Factors” section of this Memorandum;

6. Your overall commitment to investments that are not readily marketable is not disproportionate to your individual net worth, and your investment in the Units will not cause such overall commitment to become excessive;

7. You have adequate means of providing for your financial requirements, both current and anticipated, and have no need for liquidity in this investment; and

8. You can bear and are willing to accept the economic risk of losing your entire investment in the Units.

The Company, in compliance with Rule 506(c) of Regulation D, will take reasonable steps to verify that all purchasers of the securities of the Company are accredited investors. In that regard, the Company may request that each investor provide certain additional information about their income,


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assets and liabilities. Further, the Company may require a declaration from each investor or the investor’s approved advisor (e.g., broker dealer, registered investment advisor, attorney or CPA) to substantiate certain information. The Company reserves the right to make its own judgment on whether any prospective investor meets the suitability standards. Certain other representations and warranties are contained in the Subscription Agreement. The above suitability standards are minimum requirements for prospective investors, and the satisfaction of these standards does not necessarily mean that the Shares are a suitable investment for a prospective investor. EACH PROSPECTIVE INVESTOR SHOULD OBTAIN THE ADVICE OF THE INVESTOR'S ATTORNEY, TAX CONSULTANT AND BUSINESS ADVISER WITH RESPECT TO THE LEGAL, TAX AND BUSINESS ASPECTS OF THIS INVESTMENT PRIOR TO SUBSCRIBING FOR THESE SECURITIES. THIS MEMORANDUM SHALL NOT CONSTITUTE AN OFFER TO SELL TO, OR A SOLICITATION OF AN OFFER TO BUY FROM, ANY PERSON WHO DOES NOT MEET THE SUITABILITY STANDARDS SET FORTH HEREIN AND IN THE SUBSCRIPTION AGREEMENT.

HOW TO SUBSCRIBE If, after carefully reviewing the information contained in this Memorandum, a prospective

investor decides to subscribe, that person should carefully read the instructions that appear in the separate package of Subscription Documents, complete the Subscription Documents and deliver them with funds in the amount of One Thousand Dollars ($1,000), times the number of Units (the minimum subscription is One Hundred Thousand (1) Units or One Hundred Thousand Dollars ($100,000)). The foregoing should be forwarded pursuant to the Subscription Agreement.

ESTIMATED SOURCES AND USES OF PROCEEDS OF THE OFFERING

The Company expects to have approximately Four Million Six Hundred Fifty-One Thousand Two Hundred Dollars ($4,651,200) available for investment into real estate projects if the entire Four Million Six Hundred Fifty-One Thousand Two Hundred Dollars ($4,651,200) is raised in this Offering, assuming placement fees are not paid, but prior to giving effect to any other fees or expenses. The following table shows how the Company expects to use these proceeds. Several of the items listed below and in the projections cannot be precisely calculated and could vary materially from the amounts shown. Estimated Sources of Funds

Minimum Offering Maximum Offering Investors $100,000 $4,651,200 TOTAL $100,000

$4,651,200


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Estimated Uses of Funds The Uses of fund contributed to the Holding LLC:

Acquisition Fee

$0.00

Project and Due Diligence Cost

$850,000

Offering & Organization Expenses $300,000

Balance to Property $3,501,200

Determination of Offering Price The Offering Price of the Membership Interests has been established at One Thousand Dollars ($1,000) per Unit (minimum purchase of One Hundred Thousand (100,000) Units). The price per Membership Unit was determined solely by the Company and is arbitrary. The Offering Price should not be considered a determination of the actual, present or future value of the Membership Interests. Additionally, the Offering Price may not be indicative of the price at which the Membership Interests would trade if they were listed on an exchange or actively traded by brokers, nor indicative of the proceeds that an investor would receive if the Company was liquidated or dissolved. Dilution Dilution represents the difference between the net tangible book value per Unit in the Company, both before and after the Offering. Net tangible book value per Unit is the difference between the Company's tangible assets and its liabilities, divided by the number of Units outstanding. Offering - $4,651,200 No options have been granted for Membership Interests. Assuming all Units of Membership Interests authorized pursuant to this Offering are subscribed for, then one hundred percent (100%) of the Membership Interests will be issued and outstanding to the Members and the net tangible book value of all of the Company’s Membership Interests (assuming that no Placement Fees are paid upon the sale of the Membership Interests) would equal $4,651,200 or approximately One Thousand Dollars ($1,000) per unit of all of the Membership Interests. To the extent any Placement fees are paid, the dilution to the investors shall be greater. Offering of Units The Units will be offered on behalf of the Company by the officers and managers of the Company and/or the Placement Agent(s) on a "best efforts" basis. All proceeds will be placed in the trust account as described in the Subscription Agreement until such time that the Minimum Offering is sold, and thereafter expended as described in this Memorandum under “Estimated Sources and Uses of Proceeds of the Offering.” The Company may retain finders, placements agents, and/or broker-dealers


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registered with the Financial Industry Regulatory Authority ("FINRA") to aid in placement of the Securities for commissions not in excess of three percent (3%).

RISK FACTORS

An investment in the Company is extremely speculative and illiquid, involves a high degree of risk, including the risk of a loss of your entire investment, and is therefore not suitable for all investors. Prospective Members should carefully consider the risks described below in addition to other information set forth in this Memorandum before making a business and/or financial decision to become a Member of the Company and purchase Units. The risks and uncertainties described below are not exclusive. Additional risks and uncertainties not presently known or that the Company currently deems immaterial may also impair its business operations. If one or more of the following risks actually occur, the Company's business operations and financial condition could be materially adversely affected. In that case, an investor may lose all or part of his or her financial participation.

The statements contained in or incorporated into our offering material that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The value of our securities could decline, and you may lose all or part of your investment as well as any anticipated returns or benefits. In addition to the Risk Factors listed below in this Memorandum, see Section 12 of the Subscription Agreement attached as Exhibit B hereto for additional risk factors, which are incorporated into this Memorandum by reference.

PROPERTY RISKS The Property may not generate any cash flow or profits. The Property may not generate sufficient cash flow or profits to allow the LLC to make distributions to the Company. As a result, the Company may be unable to make distributions to the Members, which could result in the loss of a portion or all of the Members’ investment in the Units. Cash flow distributions are not expected to commence before the quarter ending December 2019 and may be further delayed. Current operations are sufficient to pay operational expenses and debt service at a break-even level. The Company has reserved funds for tenant improvements and repairs. If such reserves are insufficient, the Company would be obligated to obtain additional financing or raise additional capital, which may be senior to the Units, to meet its expenses. The financial projections included as Exhibit C to this Memorandum may prove to be inaccurate. The financial projections contained in this Memorandum as Exhibit C were prepared by the Manager and are based upon assumptions of the Manager, including current estimates of income based on rental rates and expenses reflected in an unaudited statement through December 2018 for the Property received from the seller and estimated rental rates and expenses relating to the operation of the Property. No independent public accountants have examined, compiled, reviewed or applied agreed upon procedures to these projections. The projections do not constitute a forecast as that term


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is defined by accounting guidelines. Any projected results of operations are forward-looking statements. Statements that constitute “forward-looking 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. If the assumptions with respect to demand for the Property do not prove correct, the Company will have difficulty in achieving its anticipated results. The financial projections assume certain demand for the Property, and certain rates of appreciation. There can be no assurance that the Company can achieve or maintain the rates assumed by the financial projections. Some of the other underlying assumptions in the financial projections inevitably may not materialize and unanticipated events and circumstances may occur. Therefore, the actual results achieved during the period covered is likely to vary from the financial projection or other forward-looking statements, and the variation may be material. As a result, the rate of return to the Members may be lower than that projected. Any return to the Members will depend upon economic factors and conditions beyond the control of the Company and the Manager. The Company does not intend to prepare financial statements in accordance with GAAP. The Company uses tax accounting and keeps its books and prepares its financial statements on a cash basis rather than an accrual basis as would be required under GAAP. The acquisition financing may restrict transfers and encumbrances on any interest in the Property. The terms of the acquisition financing prohibit any sale, encumbrance, or other transfer, voluntary and involuntary, of any interest in the Property without the lender’s prior written consent. The loan may provide that upon violation of the restrictions on transfer or encumbrance, the lender may declare the entire amount of the loan, including principal, interest, prepayment premiums, and other charges, immediately due and payable. If a lender declares a loan to be immediately due and payable, the Holding LLC must immediately repay the loan in full, including any prepayment charges. If the Holding LLC is unable to obtain replacement financing or otherwise fails to immediately repay the loan in full, the lender may invoke its other remedies under the loan. Those remedies include a foreclosure sale, which would likely result in the Holding LLC losing its entire interest in the Property, which would have a material adverse effect on an investment in the Units. Even if a lender does consent to a transfer or encumbrance, the Holding LLC will still be subject to certain conditions in the loan documents, including payment of a transfer/assumption fee based on the unpaid principal balance of the loan, payment of lender's legal fees and costs, title premiums, appraisal fees and similar costs and expenses associated with underwriting the assuming borrower and evaluating the Property at the time of the assumption. The purchase price of the Property is not based on appraisals. The lender obtained an appraisal, which it provided to the Company. Investors must rely on the Company’s own evaluation of the value of the Property. The acquisition of sub-performing property at a steep discount is a calculated acquisition. No assurance can be given that the price paid will meet the expectations of the Company. The potential return to the Company could be negatively impacted if the valuation of the Property is not justified. The Company will not be diversified.


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The Holding LLC will acquire only one property. The Company does not intend to invest in any entities other than the Holding LLC or to acquire any property directly. Thus, an investment in the Company will provide limited diversity as to asset type. The Property is located in metro-Atlanta. This lack of diversification could increase the risk of investing in the Units because an economic slowdown in the area or in the commercial real estate industry could result in substantial losses for the Company. The Company and the Holding LLC will be dependent on Property Manager to serve as property manager. The Company and the Holding LLC will be dependent on the expertise and knowledge of Property Manager of the local market. If Property Manager fails to perform, distributions from the Holding LLC will be curtailed and could negatively impact the Company’s ability to make distributions to the Members. The Holding LLC may be unable to keep or attract tenants. The Holding LLC may not be able to retain current, or attract new, tenants for the Property. In most instances the tenants and prospective tenants are small independent businesses that may not have the financial resources that larger chain stores might have. The Holding LLC may be required to make substantial concessions in terms of rent and lease incentives, and construct tenant improvements, to attract new tenants or keep existing tenants. The operating results and financial viability of the Property could be substantially and materially affected by any inability to retain and attract tenants. Additionally, there is the risk that tenants may break their leases before those leases expire. The Property may not be able to retain or increase its current occupancy levels at projected rents. If the Property is not successfully leased up, the Company may be unable to make distributions to the Members.

RISK AND OTHER INVESTMENT FACTORS

An investment in the Units is highly speculative and involves substantial risks. Investors should carefully consider the risks described below and “Property Risks” herein, as well as the other information in this Memorandum, when evaluating whether to make an investment in the Units. Investors should also consult with their own legal, tax, and financial advisors about an investment in the Units. If any of the following risks actually occur, the Company’s business, financial condition, and results of operations could be materially and adversely affected. In such case investors could lose all or part of their investment in the Units. Investors should not purchase the Units if they cannot afford to lose their entire investment.

Investors and their advisors are invited to ask questions and to request information about the terms and conditions of this Offering for the purpose of evaluating the merits and risks of an investment in the Units. The Company will provide such information to the extent it possesses the information or can acquire it without unreasonable effort or expense. This Memorandum contains (and any other information that may be provided by the Company in connection with this Offering may contain) certain forward-looking statements that involve risks and uncertainties. These statements relate to the Company’s future plans, goals, expectations, intentions,


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and projections. These statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “will,” and “may,” and similar expressions. The Company’s actual results could differ materially from the results anticipated in these forward-looking statements. Factors that could contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Memorandum.

OPERATION AND COMPANY RISKS The Company and the Manager have a limited operating history. The Company is a new entity with a limited operating history. The Company is subject to the risks involved with any speculative new venture. The Company may not be able to operate profitably. The Manager was formed in 2016 and has a limited operating history. The Manager may not manage the Company successfully, or as well as more experienced entities. The Manager acts as manager of one or more other limited liability companies and it or Affiliates may act as managers to additional limited liability companies in the future. Affiliates of the Manager may be exposed to financial liabilities from their other activities. The ability of the Manager to satisfy the obligations required of a manager could be negatively impacted by such exposure. An investor could lose its entire investment in the Units. The Company’s goals are speculative, the commercial real estate market is volatile and competitive, and there is no assurance that the Holding LLC or the Company will be able to meet any of its goals. If an investor purchases any Units, the investor may not earn a substantial return on his investment in the Units and may, in fact, lose his entire investment. The Members will have no control over the Company’s affairs. All decisions regarding the management of the Company’s affairs will be made exclusively by the Manager. The Members will have no control over the day-to-day management of the Company’s affairs, including the Company’s operation of the Holding LLC. Accordingly, investors should not buy the Units unless they are willing to entrust all aspects of management of the Company to the Manager or its successor(s). Investors should carefully evaluate the experience of the Manager and its principals. See “Management” herein. The Manager may retain independent contractors to provide various services to the Company, over which the Members will have no control. The Company may be unable to meet its goals if the Manager or any of its Affiliates loses the services of its principals. The ability of the Manager or any of its Affiliates to discharge its duties to the Company and the Holding LLC, if applicable, is dependent on the services of its key employees and managers. The loss of the services of one or more of the principals of the Manager or any of its Affiliates could have a significant adverse effect on the Company. In addition, the loss of the services of one or more of the principals of those entities or persons that will manage the Holding LLC could have a material adverse effect on the Holding LLC and its ability to make distributions to the Company. The Manager and its Affiliates may be compensated even if the Holding LLC and the Company are


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not profitable. The Manager and its Affiliates are entitled to receive certain fees and other compensation, payments, and reimbursements in connection with this Offering, the management of the Company, and certain services that may be provided to the Holding LLC, regardless of whether the Company or the Holding LLC are profitable or the Holding LLC makes distributions to the Company. See “Compensation of Manager and its Affiliates” in this Memorandum. The Holding LLC may be unable to service debt it incurs. The Company may obtain a loan in connection with the purchase of the Property or refinance the Property at a later date. The Company may also seek to borrow funds from the Manager or Members. This use of leverage may increase the return on invested capital. However, it also presents an additional element of risk in the event that the cash receipts from the operation of the Property are insufficient to meet the principal and interest payments on such indebtedness. Loan payments have priority over distribution to Members, including loan payments to the Manager or Members. If the Holding LLC’s cash flow is insufficient to service the debt it incurs in connection with the Property, the Holding LLC’s equity in the Property may be reduced or eliminated through foreclosure. Moreover, the cost of borrowing, in the form of interest charges and financing fees imposed by lenders, might significantly reduce the profits or increase losses resulting from the Holding LLC’s operations. The Manager could deplete the Company’s assets. The Operating Agreement indemnifies the Manager and its attorneys, agents, and employees from their errors of judgment and other acts or omissions, so long as they did not act with gross negligence or willful misconduct or engage in fraud. A successful claim for indemnification by the Manager and its attorneys, agents, and employees would deplete the Company’s assets by the amount paid.

REAL ESTATE RISKS There may be competition from other properties. The presence of other comparable properties within the vicinity of the Property may reduce demand for the Property and impact the market rental rates, especially in markets where there is excess rental space, and competition from others in the industry could make it more difficult to lease or sell the Property. Other larger real estate companies may have relationships with national tenants that enables them to offer more favorable terms to potential tenants in properties that compete with the Property. If a Property does not have an anchor tenant, the Property may be less desirable for other tenants. Competition for investments may increase costs and reduce returns on the Property, and thus reduce returns to the Company and the Members. Leasing to multiple tenants may result in higher re-leasing costs. Because the Property has multiple tenants, re-leasing costs and costs of enforcing remedies against defaulting tenants may be more frequent and higher in the aggregate than in the case of properties with fewer tenants, thereby reducing the cash flow available for distributions. Multi-tenant properties also may experience higher continuing vacancy rates and greater volatility in rental income and


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expenses than single-tenant properties. The bankruptcy of a tenant at the Property may adversely affect the income produced by the Property. Certain of the tenants at the Property may in the future become a party in a bankruptcy proceeding due to a sustained period of decreased economic activity. To management’s knowledge, none of the tenants at the Property have been or are currently in bankruptcy, but no assurance can be given that they will not file for bankruptcy in the future. The bankruptcy or insolvency of a major tenant, or a number of smaller tenants may adversely affect the income produced by the Property. Under the U.S. Bankruptcy Code, a debtor has the option of affirming or rejecting any unexpired lease to which it is a party. If the debtor rejects the lease, the landlord’s claim for breach of the lease would be a general unsecured claim against the tenant, absent collateral securing the claim. The claim would be limited to the unpaid rent under the lease for the periods prior to the bankruptcy petition, or earlier surrender of the leased premises, plus the rent under the lease for the greater of one year, or 15%, not to exceed three years, of the remaining term of the lease and the actual amount of the recovery could be less than the amount of the claim. If any tenant at the Property were to become a party in a bankruptcy proceeding, and if the Property failed to generate sufficient income, the Holding LLC’s ability to make distributions could be adversely affected. One or more tenants of the Property may fail to pay their rent. The success of the Property will depend on the financial stability of the tenants. In most instances the tenants are small independent businesses that may not have the financial resources that larger tenants might have. If a tenant experiences a downturn, it may decline to renew a lease, fail to make payments when due, or close. If one or more tenants fails to pay their rent, the Holding LLC could lose the revenue from the Property, forcing the Holding LLC to find an alternative source of revenue to meet any mortgage payment obligations and prevent a foreclosure if the Property is subject to a mortgage. If one or more tenants default under their leases, the Holding LLC may not be able to generate sufficient cash to make distributions to the Company and the Company may not be able to make distributions to the Members. In the event of a default under a lease by one or more tenants, the Holding LLC may experience delays in enforcing its rights as landlord and may incur substantial costs in protecting its investment and re-letting the Property. If a lease is terminated, there is no assurance that the Holding LLC will be able to lease the Property for the rent previously received. The leases on the Property may not include corporate or personal guarantors. The leases may or may not include corporate or personal guarantors. Neither a corporate nor a personal guarantor may be a viable guarantor, rendering the guarantee of little or no value in the event of a default. Investors should not place undue reliance on corporate or personal guarantors of leases. No audited income statements for the Property were obtained upon acquisition. No audited income statements for the Property being acquired were obtained upon the acquisition of the Property by the Holding LLC. Income statements include historical revenue and operating expenses, such as utilities, taxes, repairs and maintenance, and insurance; however, unless such statements are audited there is no third-party review of the information presented. The Company and the Holding LLC


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have performed their own review of such operating expenses, which form the basis of the financial projections in Exhibit C to the Memorandum. If their review was based on incorrect or incomplete information as a result of not obtaining an audit, the Company may not achieve its anticipated results. The Property will be purchased on an “as-is” basis. The Holding LLC will acquire the Property with only limited representations and warranties from the sellers. These representations and warranties typically will survive the close of escrow with the sellers for only a limited time period. As a result, if defects in the Property or other matters adversely affecting the Property are discovered, the Holding LLC may not be able to pursue and/or collect on a claim for damages against the seller. The extent of damages that the Holding LLC may incur as a result of such matters cannot be predicted but could have a significant adverse effect on the value of the Property and on the Holding LLC’s ability to make distributions to the Company. Any loans used to refinance the Property may restrict transfers and encumbrances on any interest in the Property. The terms of most loans prohibit any sale, encumbrance, or other transfer, voluntary and involuntary, of any interest in a property without the lender’s prior written consent. Any loans that the Holding LLC may obtain for the Property may provide that upon violation of the restrictions on transfer or encumbrance, the lender may declare the entire amount of the loan, including principal, interest, prepayment premiums, and other charges, immediately due and payable. If a lender declares a loan to be immediately due and payable, the Holding LLC must immediately repay the loan in full, including any prepayment charges. If the Holding LLC is unable to obtain replacement financing or otherwise fails to immediately repay the loan in full, the lender may invoke its other remedies under the loan. Those remedies may include a foreclosure sale, which would likely result in the Holding LLC losing its entire interest in the Property, which would have a material adverse effect on an investment in the Units. Even if a lender does consent to a transfer or encumbrance, the Holding LLC will most likely still be subject to certain conditions in the loan documents, including payment of a transfer/assumption fee based on the unpaid principal balance of the loan. Financing on the Property may prohibit principal payments for varying periods and may require prepayment penalties thereafter. Any such prepayment restrictions may make it more difficult to sell the Property if the market rates for U.S. Treasuries at the time make it difficult to substitute such treasuries as collateral. Some financings may contain a hyper amortization clause that provides that all rents and profits are applied to amounts due under the loan if the loan is not paid by the anticipated repayment date, which is generally much sooner than the term of the loan. In the event that this provision were to be triggered, there would be no funds available from the Property to make distributions. It is anticipated that financings will also contain restrictions on additional borrowings without the lender’s consent and will require lender approval for sales or re-financings of the Property. The Holding LLC may lose money when it sells the Property. The Holding LLC may be unable to sell the Property at a later date for a price equal to or greater than the purchase price paid by the Holding LLC for the Property due to a variety of factors, including the


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illiquid nature of the investment, the availability and price of comparable properties, available financing, and conditions in the real estate market in general. An economic slowdown or recession may be accompanied by a continued decline in real estate values and continued limited credit availability, which may further depress real estate values. Substantial vacancies at the Property could depress the value at such time as the Holding LLC is attempting to sell. As a result, the Holding LLC may suffer a loss on any such sale and the ability of the Holding LLC to make distributions to the Company, and the ability of the Company to make distributions to the Members, may be negatively affected. The Holding LLC or Company may be liable for claims related to the Property. The Holding LLC and the Company intend to carry the types and amounts of insurance customarily obtained on commercial property and as required by any lenders, but such insurance may be insufficient to cover all liabilities. Some losses, generally of a catastrophic nature (e.g. earthquakes, floods, hurricanes, tornadoes, or other meteorological and atmospheric conditions), may not be covered, in full or in part, by the Holding LLC’s or the Company’s insurance. The Holding LLC’s or the Company’s managers will exercise their discretion in determining amounts, coverage limits, and deductibility provisions of insurance, with a view to maintaining appropriate insurance on the Property at a reasonable cost and on suitable terms. If either the Holding LLC or the Company suffers a substantial loss, the insurance coverage may not be sufficient to pay the full current market value or current replacement value of the lost Property. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it infeasible to use insurance proceeds to repair or replace the Property after it has been damaged or destroyed. In addition, there can be no assurance that particular risks that are currently insurable will continue to be insurable on an economical basis or that current levels of coverage will continue to be available. The Holding LLC or Company may be liable for any uninsured or underinsured personal injury, death, or property damage claims and liability in such cases may be unlimited. While insurance may help reduce the risk of loss, it increases costs and thus lowers the potential return to the Company, and, consequently, to the Members on their investment in the Units. In addition, since the Company may be forced to rely on copies of leases provided by the seller of the Property and may not receive estoppel certificates from all the tenants prior to the close of escrow, if at all, it is possible that all or some of the tenants may have existing claims under their leases of which the Company is unaware. The Holding LLC may be required to invest significant funds in complying with the Americans with Disabilities Act. The Holding LLC may be required to pay for improvements to the Property in order to comply with the Americans with Disabilities Act of 1990 (the “ADA”). Under the ADA, public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons. The ADA could require removal of access barriers at significant cost. The Holding LLC could be liable for any claims brought by private litigants under the ADA. State and federal laws in this area are constantly evolving and could place a greater cost or burden on the Holding LLC or the Company, which could reduce distributions to the Members. The Property may be or become subject to condemnation or eminent domain proceedings.


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A governmental authority could bring an eminent domain or inverse condemnation action against the Property. Such an action could have a material adverse effect on the financial viability and marketability of the Property and, as a result, the Company’s ability to make distributions to the Members. The costs of compliance with environmental laws and other governmental laws and regulations may adversely affect the income and the cash available for distributions by the Holding LLC. All real property and the operations conducted on real property are subject to federal, state, and local laws and regulations relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation, and disposal of solid and hazardous materials, and the remediation of contamination associated with disposals. Some of these laws and regulations may impose joint and several liability on tenants, owners, and/or operators for the costs of investigation or remediation of contaminated properties, regardless of fault or the legality of the original disposal. The presence of these substances, or the failure to properly remediate these substances, may adversely affect the ability of Holding LLC to sell or rent the Property or to use the Property as collateral for future borrowing. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require material expenditures by the Holding LLC. The Company cannot assure investors that future laws, ordinances, or regulations will not impose any material environmental liability, or that the current environmental condition of the Property will not be affected by the operations of the tenants, by the existing condition of the land, by operations in the vicinity of the Property, such as the presence of underground storage tanks, or by the activities of unrelated third parties. In addition, there are various federal, state, and local fire, health, life-safety, and similar regulations that the Holding LLC may be required to comply with, and that may subject the Holding LLC to liability in the form of fines or damages for noncompliance. The Holding LLC or the Company could be liable for any hazardous materials on the Property. Federal, state, and local laws impose liability on a landowner for releases, or the otherwise improper presence on the premises, of hazardous substances, regardless of whether the landowner is responsible for, or even had knowledge of, the hazardous substances. The Holding LLC or the Company may be held liable for hazardous materials that are brought onto the Property before it acquired title or that are not discovered until after it acquires or sells the Property. The Holding LLC did not obtain indemnification from the sellers against any environmental claims arising from or in connection with the Property. As a result, the Holding LLC may be liable for all cleanup costs, fines, penalties, and other costs in connection with the Property. If losses arise from hazardous substance contamination that cannot be recovered from a responsible party, the financial viability of the Property may be substantially affected. In an extreme case, the Property may be rendered worthless, or the Holding LLC may be obligated to pay cleanup and other costs in excess of the value of the Property. In addition, the presence of hazardous or toxic substances, or the failure to remediate the adverse environmental condition, may adversely affect the use of the Property. There has recently been increasing litigation and concern about indoor exposure to certain types of toxic molds. Exposure to mold can cause a variety of health effects and symptoms, including allergic reactions. Toxic molds can be found almost anywhere and can grow on virtually any organic substance,


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as long as moisture and oxygen are present. It is impossible to eliminate all mold and mold spores in an indoor environment. The difficulty in discovering indoor toxic mold growth could lead to an increased risk of lawsuits against the Company by affected persons, and the risk that the cost to remediate toxic mold will exceed the value of the Property. In addition, third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to hazardous substances, including asbestos and lead-based paint. There are significant risks involved with any investment in real estate. The performance of the Holding LLC, and the Company’s performance and its ability to make distributions to the Members, is subject to those risks typically associated with investments in real estate. Any change in operating expenses and tax rates could adversely affect operating results or render the sale, financing, or refinancing of a Property difficult or unattractive. Certain expenditures associated with the Property will be fixed (principally mortgage payments, if any, real estate taxes, and maintenance costs) and will be payable even if the Property does not generate sufficient income, which could have a negative impact on the ability of the Holding LLC to make distributions to the Company. No assurance can be given that certain assumptions as to future costs of operating the Property will be accurate, since such matters will depend on events and factors beyond the control of the Holding LLC, and thus the control of the Company and the Members. These factors include, among others: • changes in national, regional, or local economic conditions, including economic slowdowns or

recessions and national and international political and socioeconomic circumstances, which could negatively impact the ability of the Holding LLC to sell the Property or to lease vacancies on favorable terms and the ability of any tenant to pay rent;

• changes in local market conditions or characteristics, including changes in market rental rates and

construction of new facilities that compete with the Property; • changes in interest rates and in the availability, costs, and terms of borrowings, including recent

unprecedented volatility and disruption in the credit markets, which may make the sale, financing, or refinancing of the Property difficult and/or costly;

• changes in federal, state, or local regulations and controls affecting rents, prices of goods, fuel and

energy consumption, environmental restrictions, real estate taxes, zoning, and other factors affecting real property;

• federal, state, and local regulatory requirements, including state and local fire and life-safety

requirements, zoning and permitted use laws, and, potentially, rent control and stabilization laws; • continued validity and enforceability of leases; • the vacancy rate and the length of any vacancy for the Property; • the financial condition and profitability of tenants;


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• the ongoing need for capital improvements to renovate and re-let space and the Company’s ability to control the costs, plans, specifications, and timing in connection with such improvements;

• changes in operating costs such as utilities and real estate taxes; • costs of remediation and liabilities associated with environmental conditions; • the perceptions of prospective tenants and residents of the safety, convenience, and attractiveness

of the Property and surrounding areas; • acts of nature, such as earthquakes, tornadoes, and floods, for which the Property may not be

sufficiently insured to replace or restore; and • utility and other easements in favor of third parties may exist on and encumber the Property. Continued volatility in the credit markets and real estate markets could adversely affect the Holding LLC’s operations. Turmoil in the financial markets over the past years and more restrictive financing conditions have led to increased volatility and the loss of value in the real estate markets and the U.S. economy, although recent trends indicate an improvement. There has been a significant increase in unemployment across the nation and many economists expect increased vacancy rates at commercial properties. The prolonged continuation of these unfavorable conditions will likely materially and adversely impact the availability of credit to commercial and residential borrowers and businesses and could further damage domestic and global economies. Debt capital available for investments in commercial properties and the business and operations of tenants in the Property continue to be limited. No assurance can be given that the banking system and financial markets will continue to improve, and a worsening of current financial market conditions could adversely affect the operations of the Holding LLC and its ability to make distributions to the Company. In response to current financial and economic conditions, governmental entities and financial regulators have instituted various programs, mechanisms, and regulations in an effort to stabilize the credit markets and assist troubled financial institutions and borrowers. It is uncertain what effects these various programs, mechanisms, and regulations have had or will have on the credit and real estate markets and the U.S. economy in general. Furthermore, there may be additional governmental restrictions imposed on the financial markets as a result of the continued turmoil in the financial sector. This rapidly changing regulatory environment and the unknown impact of current and potential future financial regulations and programs could have a material impact on the operating results and financial condition of the Holding LLC and the Company.

PRIVATE OFFERING AND LIQUIDITY RISKS There will be restrictions on the right to transfer the Units. To buy the Units, investors must represent that they are acquiring the Units for investment and not with a view to distribution or resale, and that the investors understand the Units are not freely


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transferable. The Units can be transferred only if they are subsequently registered, or if an exemption from such registration is available and the transferee provides the Company with a satisfactory legal opinion stating that the proposed transfer complies with the relevant exemption. The transferee will be required to pay all legal costs and expenses incurred by the Company in connection with such a transfer. There is no public or other trading market for the Units, and it is highly unlikely that any market for the Units will develop. Thus, an investor may not be able to liquidate its investment in case of an emergency. The transfer of Units requires the prior written consent of the Manager. There is no guarantee that the Manager will consent to any such transfer. Investors may not have the protection afforded by federal and applicable state securities laws. This Offering will not be registered with the SEC under the Securities Act or with the securities agency of any state. The Units are being offered in reliance on an exemption from the registration provisions of the Securities Act and applicable state securities laws applicable to offers and sales to investors meeting the investor suitability requirements set forth in “Who May Invest” in this Memorandum. If the Company or the selling group members should fail to comply with the requirements of such exemption, investors may have the right to rescind their purchase of the Units. This might also occur under the applicable state securities or “Blue Sky” laws and regulations in states where the Units will be offered without registration or qualification pursuant to a private offering or other exemption. If a number of Members were successful in seeking rescission, the Company would face severe financial demands that would adversely affect the Company as a whole and, thus, the investment in the Units by the remaining Members. No governmental authority will review the terms and conditions of this Offering. There will be no review of this Memorandum by the SEC or any state securities commission. The terms and conditions of the Offering may not comply with the guidelines and regulations established for real estate programs that are required to be registered and qualified with those agencies. There will be no lead underwriter or dealer manager to conduct an independent review of the terms and conditions of the Offering. A “lead underwriter” or a “dealer manager” that is independent of the issuer often participates in the preparation of a private offering to ensure that the information contained in the documents relating to the offering is accurate and complete. In this Offering there is no lead underwriter or dealer manager. Investors will not, therefore, benefit from an independent review of the Offering and must rely on the Company and the Manager to provide them with accurate and complete information. The Company can provide no assurances as to the future financial performance of the Property, the Holding LLC, the Company, or the Units. Any projected results of operations are forward-looking statements involving significant risks and uncertainty, should be considered speculative, and are qualified in their entirety by the assumptions, information, and risks disclosed in this Memorandum. Statements that constitute “forward-looking 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. The future performance of the Property, the Holding LLC, the


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Company, and the Units depends on a complex series of events that are beyond the Company’s control and that may or may not happen. Actual results for any period may or may not approximate projections or other forward-looking statements and may differ significantly from such projections or other forward-looking statements. The projections were prepared by the Manager and have not been examined, compiled or reviewed in any manner by an independent public accountant. The projections are not a forecast. Each investor should consult with his tax and business advisors about the validity and reasonableness of the factual, accounting, and tax assumptions. Neither the Company nor any other person or entity makes any representation or warranty as to the future profitability of the Property, the Holding LLC, or the Company, or to the ultimate success of an investment in the Units. The Members will not be represented by the Company’s legal counsel. Counsel to the Company does not represent the Members in any respect to this transaction. Prospective investors should consult with their own legal counsel when deciding whether to purchase the Units. The Company may be unable to make any distributions to the Members. Although the Company intends to make distributions to the Members in general or to pay the Members’ tax obligations arising from the ownership of Units, there is no assurance that funds will be available for any such distributions. There is no assurance that the operations of the Company will be successful and profitable or that there will be net cash flow available for distributions to the Members. The Manager and certain of its Affiliates will receive certain compensation from the Company for services rendered regardless of whether any sums are distributed to the Members. See “Compensation of Manager and its Affiliates” in this Memorandum. The Members may not receive distributions prior to the time that the Members are required to pay taxes in connection with their ownership of the Units, or at any time. If the Company is dissolved, acquired, or terminated, the proceeds may not be available to the Members. In the event that the Company is dissolved, acquired, or terminated, the proceeds of such dissolution, acquisition, or termination will be distributed to the Members only after the claims of the Company’s creditors have been satisfied. These creditors may include one or more of the Manager’s Affiliates. If there are insufficient funds for the satisfaction of the Company’s creditors, the Members may lose all or part of their investment in the Units. The Members may have to return certain distributions. A Member will be liable to the Company and to the Company’s creditors for and to the extent of any distribution made to such Member if, after giving effect to such distribution, the remaining assets of the Company are not sufficient to pay its outstanding liabilities. Additionally, a Member may be liable to the Company for a period of time to the extent that cash distributed to such Member constitutes a return of all or a portion of such Member’s Capital Contribution, together with interest thereon. The Company could lose its status as a limited liability company.


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One of the advantages of a limited liability company is the limitation of a member’s liability for the obligations of the company to that member’s capital contributions, plus any amounts required to be withheld for income taxes. In order to maintain the limited liability of the Members, the Company must comply with the requirements of the Limited Liability Company statues in the state of its organization. The Company will operate in such a manner as the Manager, in consultation with legal counsel, deems appropriate to preserve, to the extent possible, the limited liability of the Members. There is a risk, however, that the Company could act, or fail to act, in such a way as to jeopardize the limited liability of the Members. In addition, claims could be asserted against one or more of the Members on an individual basis. As a result, the Members could be liable to creditors of the Company or other claimants for amounts in excess of the Members’ Capital Contributions. The Company may be dissolved at any time. The Manager does not intend to dissolve the Company except as such dissolution is consistent with the investment objectives of the Company. The Manager has the sole right, however, to dissolve the Company at any time. There can be no assurance that the Company will not be dissolved at a time when dissolution would be adverse to the best interest of any given Member, either from a financial or tax standpoint.

TAX RISKS There are risks involving taxes in connection with an investment in the Units. Prospective investors should read the following discussion of tax risks, which includes a more detailed discussion of the federal income tax consequences associated with an investment in the Units. Except where noted, this Memorandum does not discuss the consequences and risks of any applicable state, local, or foreign tax laws. For advice on such tax laws applicable to an investor’s tax situation, an investor should seek the advice of his tax advisor. No representation or warranty of any kind is made with respect to the acceptance by the Internal Revenue Service (the “Service”) of the treatment of any item by the Company. No opinion has been requested from tax counsel, and none is provided, on the classification of the Company as a partnership or on any other tax matters. The Company may be treated as a corporation by the Internal Revenue Service. The federal income tax treatment contemplated for the Company and the Members will be available only if the Company is classified as a “partnership” for federal income tax purposes and not as an “association” taxable as a corporation. If it were determined that the Company is taxable as a corporation rather than as a partnership, the changes in the tax consequences to a Member would be significant and adverse. All losses may be treated as passive activity losses. Any Company losses may be treated as losses generated in a passive activity. Losses from passive activities generally may only be deducted against income from the same or other passive activities.” There may be insufficient funds for Tax Distributions.


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Each Member will be required to pay federal and state income taxes at his individual rate on his allocable share of the Company’s taxable income. No assurance can be given that cash will be available for distribution or will be distributed at any specific time. Accordingly, there is a risk that the Members will incur tax liabilities resulting from an investment in the Company without receiving cash from the Company in an amount sufficient to pay for any part of that liability. Cash distributions will result in taxable gain to the Members. Cash distributions by the Company to a Member will result in taxable gain to the Member to the extent those distributions exceed the Member’s basis for his Units. Initially, a Member’s basis for his Units will be the amount of his cash contributions to the Company increased by the portion of any Company indebtedness for which that Member may bear the burden of economic loss and that Member’s share of Company indebtedness for which no Member bears the risk of loss.” The Company may be audited. The Service has announced, and for several years has implemented, a policy that attempts to locate and select for audit the information returns of partnerships having tax loss benefits. Although the Manager does not believe that the Company is the type that would be subject to such greater Service scrutiny, the federal income tax information return of the Company will still be subject to audit. If the Company’s information return is audited, such audit may cause corresponding adjustments to, and may increase the probability of an audit of, a Member’s federal income tax return. The Company’s tax returns will be prepared by, and subject to the judgment of, the Manager. The determination of the correct amount of certain deductions, the availability and timing of such deductions to the Company, the availability and timing to the Company of such deductions, and the amount and character of certain items of Company income will depend on factual determinations to be made by the Manager. Counsel has specifically declined to give an opinion on such matters. Although the Manager will exercise its best judgment regarding the facts when preparing the Company’s information return, the Service may assert that the Manager’s judgment of the facts is not correct, which could result in the disallowance or deferral of deductions in whole or part or the re-characterization of certain types of income. Such adjustments could result in the assessment of additional tax liability to the Members. There may be state, local, and foreign tax consequences to investing in the Units. Prospective investors should consider the state, local, and foreign tax consequences of an investment in the Units. Prospective investors should consult with their own tax advisors concerning the applicability and impact of any state, local, and foreign tax laws. There may be changes in the tax law governing the Units. The discussion of tax aspects in this Memorandum is based on current law. New administrative, legislative, or judicial action could significantly change the tax aspects of an investment in the Units. Any such change may or may not be retroactive with respect to transactions entered into or contemplated before the effective date of such change and could have a material adverse effect on the


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Company and an investment in the Units.

TAX ADVICE DISCLOSURE THE WRITTEN ADVICE SET FORTH ABOVE UNDER “RISK AND OTHER INVESTMENT FACTORS – TAX RISKS” IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. THE ADVICE WAS WRITTEN TO SUPPORT THE OR MARKETING OF THE TRANSACTION OR MATTER ADDRESSED BY THE WRITTEN ADVICE. THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

MANAGEMENT

The Manager of the Company is OrbVest US, Inc., a corporation duly organized under the laws of the State of Georgia on October 4, 2016. OrbVest US, Inc. and its management, will have power and authority on behalf of the Company to manage the Company’s business and make investment decisions. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager. The Manager will coordinate and manage all of the Company’s activities, maintain the Company’s records and accounts, and arrange for the preparation and filing of all the Company’s tax returns.

The Directors of the Manager are as follows:

• Martin Freeman • Machiel Lucas • Hendrik Bezuidenhoudt • Louw Viljoen

Martin Freeman – Director Martin is an experienced entrepreneur backed by a Harvard University Executive Management Program and more than 30 years of proven business experience and success in business start-ups that create and distribute various products and services, with an emphasis on Fintech. In 2004, he co-founded Bayport Financial Services, which utilized the proven model of retail and direct selling as the platform for the successful and exponential year on year growth. Machiel Lucas – Director Machiel studied engineering and in 1999 he moved to Atlanta. While in USA Machiel completed his MBA through Henly in the UK with a focus was on financials and knowledge management. When he returned to South Africa he went into senior management and ran some global teams for various technology companies.


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Machiel is passionate about real estate and invested in his first USA real estate investment in 2012 through IPS. In 2014 he decided to take a leap of faith and follow his passion and joined IPS and OrbVest full time. With his thorough understanding of international real estate, financials and due diligence he has now progressed to business development manager for OrbVest, with the focus on helping people invest and create global wealth. Hendrik “Hennie” Bezuidenhoudt – Director Hennie has served as managing director, director, non-executive director and chairman in a number of companies in South Africa and abroad from 1988 to now. He has 35 years’ experience in business leadership and a track record of success based on honesty and integrity. His approach in business is to always look at the down side, and he believes that the up side will then take care of itself. Hennie completed his school education in 1974 with distinctions in a number of subjects. After compulsory military training, Hennie completed his Master’s degree in Science in 1982. Hennie graduated cum laude, and was nominated as dux student of the University Academic Achievements. Hennie is involved in several community projects in South Africa. He played an important part in the restructuring of the educational system of the schools in his neighborhood. He also served for 10 years on the governing body of several primary and secondary schools of which at least six years was as chairman. He is a keen sportsman with a special interest in tennis and golf. At the young age of 26, Hennie was appointed as a national executive officer of the South African Agricultural Union with responsibility for managing and planning all the activities of the different agricultural commodity organizations in the country. During this process, Hennie gained valuable experience, but his main objective was to set up his own business from the start. In 1998 he identified an opportunity in the financial services industry. Health insurance in South Africa was at that stage in financial difficulty due to rising costs and under funding. He played an important role in the restructuring of the industry and he introduced the risk management approach in health insurance, as well as several other cost containing clinical management initiatives. Almost all of these initiatives still play an important role in the health industry in South Africa more than 20 years later. Through his involvement in the health care industry he was able to identify Real Estate development opportunities. In 1993 he invested in his first health care Real Estate and took over management of the Real Estate. It has since grown fivefold in size and has been fully tenanted during the entire period. Several other development opportunities have since been successfully completed. About 10 years ago, he accepted globalization as a reality and started to investigate international Real Estate investment and development opportunities. His main aim was risk diversification and capital preservation. Several business models were developed and tested in different parts of the world. Valuable lessons were learned over the 10 year period, and a business model was developed which was successfully implemented in Australia and the USA. This model is based on certain non-negotiable business principles and critical success factors. Currently, Hennie is working on the Real Estate needs for new delivery models in the health care industry in South Africa and is busy developing day hospitals, sub-acute hospitals and facilities for auxiliary health services.


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Louw Viljoen - Director Louw studied B.Compt and qualified as Chartered Accountant CA (SA) in 2000 after completion of his articles. He is a member of the South African Institute of Chartered Accountants. Louw started his career at SAIL Group Limited as an investment manager and stayed with the group and subsidiaries and associates till 2008 when he joined MSP Group. Louw served on various boards as financial director as well as board committees while at SAIL and associates. His main focus was financial management and investment management of subsidiaries. He joined the MSP Group / MSP Developments as financial director where his responsibilities covered the whole spectrum of the property sector – daily financial management, financial reports, feasibilities, asset management (R2bn), loan financing, rental portfolio management (R600m) and end user rental management. Louw set up rental fund with various financial institutions worth more than R500m and started a consulting firm in 2013. Louw still consult to large developers and have joined OrbVest in July 2015 Corporate Officers President/CEO: Martin Freeman Corporate Secretary & CFO: Currently, OrbVest’s corporate counsel, John Herbert or Herbert Legal Group, LLC, serves as the Corporate Secretary and CFO. Herbert has been practicing law in the State of Georgia in the area of corporations and business since 1994. He is the Managing Partner of Herbert Legal Group, LLC based in Roswell, Georgia.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables contain information about the beneficial ownership of the Company’s Membership Interests:

Members with more than 5% Membership Interests in the Company

None. The Company is a start-up.

Manager’s Membership Interest in the Company

None. The Manager only has an interest in profits over and above the Hurdle Rate.

Corporate Officers’ Membership Interest in the Company

None.

COMPENSATION OF MANAGER AND ITS AFFILIATES

The Manager and its Affiliates may receive fees and commissions related to, and be reimbursed for cost arising from, this Offering and services that may be provided to the Company and the Holding LLC. These fees, commissions, and reimbursed costs will generally be on terms and conditions no less


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favorable to the Company than could be obtained from independent third parties for comparable services.

The Manager and its Affiliates will also be entitled to receive the following fees:

Type Amount Management Fee OrbVest US, Inc. will receive a quarterly management fee of

$9,000 as described more fully in a Management Services Agreement.

Acquisition Fee: The Acquisition Fee (as defined in the Operating Agreement of

the Holding LLC) is $0.00 to the Sponsor. Project and Due Diligence Cost: The Project and Due Diligence Cost (as defined in the Operating

Agreement of the Holding LLC) is $850,000 to OrbVest US, Inc. Legal Fee: Legal Fees associated with the organization of the Company and

due diligence on the Holding LLC along with fees for documents and agreements among the parties to the transaction will be paid, within the budgets presented in the Memorandum, to John Herbert and Herbert Legal Group, LLC. Additional legal fees may be paid to the same on an ongoing basis for legal services rendered at the discretion of the Manager.

Property Management Fee: The Property Manager is subject to a Management Leasing

Agreement. The Property Manager is an affiliate of the Sponsor. Under the terms of the agreement, Holding LLC shall pay the Property Manager for Manager's services a monthly fee in the amount of three percent (3%) of the rent, additional rent and other income from the Property actually collected and remitted during the month.

The Manager, any of its Affiliates, or any Affiliates of principals of the Manager, will have the right to contract or otherwise deal with the Company and the Holding LLC for the sale of goods or services if: (i) the compensation paid or promised for such goods or services is reasonable and is paid only for goods or services actually furnished to the Company or the Holding LLC; (ii) the goods or services to be furnished are reasonable for and necessary to the Company or the Holding LLC; and (iii) the terms for the furnishing of such goods or services are at least as favorable to the Company or the LLC as would be obtainable in an arm’s-length transaction Any contract with the Manager, any of its Affiliates, or any Affiliates of principals of the Manager, for such goods or services shall be in writing and shall contain a clause allowing termination of such contract by the Company or the Holding LLC, as applicable, without penalty on 30-days’ notice. The Manager, any of its Affiliates, or any Affiliates of principals of the Manager may also assume the leasing duties of the Property Manager on the same terms as provided herein if such party is unable or unwilling to perform its leasing obligations.


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In addition to fees, commissions, and reimbursements, the Manager is entitled to receive

distributions equal to twenty-five percent (25%) of Net Cash from Operations by the Holding LLC after the Company has received distributions equal to the Hurdle Rate and then Additional Capital and Initial Capital accounts. Furthermore, the Manager is entitled to receive distributions equal to twenty-five percent (25%) of Net Cash from Capital Transactions by the Holding LLC after the Company has received distributions equal to the Additional Capital and Initial Capital accounts.

CONFLICTS OF INTEREST

Affiliates of the Manager may act as the manager of limited liability companies, and/or as the general partner of limited partnerships, and may form other business entities. The Manager and Affiliates of the Manager have existing responsibilities and, in the future, may have additional responsibilities, to provide management and services to a number of other entities in addition to the Company. As a result, conflicts of interest among the Company and the various roles, activities, and duties of the Manager and its Affiliates may occur from time to time. The principal areas in which conflicts may be anticipated to occur are described below. Receipt of Compensation by the Manager and its Affiliates The payments to the Manager and its Affiliates as described in “Compensation of Manager and its Affiliates” herein have not been determined by arm’s-length negotiations and may not reflect current market rates. The Company will reimburse the Manager or its Affiliates for all direct costs the Manager or its Affiliates incur in order to perform services on behalf of the Company. In addition, an Affiliate of the Manager and of the Company may receive repayment of an Acquisition Loan, together with interest at market rates and customary fees, made to the Company in connection with the acquisition of the Property. Such repayment has priority over any distributions to Members. See “Risk and Other Investment Factors” above. Interests in Other Activities Affiliates of the Manager may engage for their own account, or for the account of others, in other business ventures. These ventures may or may not be related to the Company’s business and may include investments in properties that compete with the Property, including in the sale or other disposition of such properties. Neither the Company nor any Member will be entitled to any interest in such ventures solely by reason of any relationship with the Manager or its Affiliates or to each other arising from the Company. The Manager and its Affiliates are not required to offer any investment opportunities to the Company. The Company, therefore, may not be offered investments that may be acquired by Affiliates. Sale of Property to Affiliates After the Property has been held for at the first period of financing, the Company may sell or otherwise dispose of the Property to Affiliates that have a longer term investment horizon, and who will hold the Property for not less than one year, which Affiliates include principals of the Manager and of affiliated entities. The Property must be sold at fair market value.


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Other Agreements with Affiliates In addition to the payments to the Manager and its Affiliates described above, the Company may enter into other agreements with Affiliates of the Manager. Although these agreements will be on terms no less favorable than could be obtained from third parties, they will not be the result of arm’s-length negotiations. Tax Matters Partner Representation of the Company in Tax Audit Proceedings Situations may arise in which the Manager may act as Tax Matters Person (as defined in the Operating Agreement) on behalf of the Company in administrative and judicial proceedings involving the Service or other enforcement authorities. These proceedings may involve or affect other entities for which Affiliates of the Manager may act as manager or general partner, or decisions made regarding other entities could adversely affect the Company. In such situations, the positions taken by the Manager may have differing effects on the Company and such other entities. In addition, the Manager will be in a position to enter into agreements with the Service pursuant to which the Manager’s and the Members’ personal tax liabilities will be affected. Accordingly, a conflict of interest may arise with respect to the Manager’s representation of the Company. Any Member who does not want to be bound by any settlement reached by the Tax Matters Person may file a statement within the period prescribed by applicable tax regulations stating that the Tax Matters Person does not have authority to enter into a settlement on his or her behalf. Legal Representation The Company, the Manager, and some of its Affiliates have the same legal counsel with respect to certain matters related to this Offering, and it is anticipated that such multiple representation will continue in the future. The Company’s counsel has also represented other entities, and will also represent future entities, formed by Affiliates of the Manager. As a result, conflicts may arise in the future and, if those conflicts cannot be resolved or the consent of the respective parties to the continuation of the multiple representation cannot be obtained after full disclosure of any such conflict, the Company’s counsel will withdraw from representing one or more of the conflicting interests with respect to the specific matter involved. In such event, additional counsel may be retained by one or more of the parties to assure their interests are adequately protected. Obligations to Other Entities Conflicts of interest will occur with respect to the obligations of the Manager and its Affiliates to the Company and similar obligations of Affiliates to other entities. Moreover, the Company will not have independent management, as it will rely on the Manager or its Affiliates for its management decisions. Other investment projects in which the Manager or the Manager’s Affiliates participate may compete with the Company for the time and resources of such Affiliates. Affiliates of the Manager will, therefore, have conflicts of interest in allocating management time, services, and functions among the Company and other existing companies and businesses, as well as any future companies or business entities. The Manager and its Affiliates believe, however, that they have the capacity to discharge their responsibilities to the Company, notwithstanding their participation in other present and future investment programs and projects. Resolution of Conflicts of Interest


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The Manager and its Affiliates have not developed, and do not expect to develop, any formal process for resolving conflicts of interest. While the foregoing conflicts could materially and adversely affect the Members, the Manager and its Affiliates, in their sole judgment and discretion, will try to mitigate such potential adversity by the exercise of their business judgment in an attempt to be fair to all parties. There can be no assurance that such an attempt will prevent adverse consequences resulting from the numerous potential conflicts of interest. The Manager will be accountable to the Company as a fiduciary and consequently will be required to exercise good faith and integrity in handling Company affairs. This is a rapidly developing and changing area of the law, and Members that have questions concerning the duties of the Manager should consult their counsel.

SUMMARY OF ORGANIZATIONAL DOCUMENTS Your rights as a Member in the Company are established and governed by the Company’s Operating Agreement. The following is a summary of the material provisions of the Operating Agreement and Articles of Organization:

• For a discussion of compensation and payments to the Company’s Manager, see " Section 6.10 Managers’ Compensation and Expense Payment.”

• For a discussion of the liability of the Company’s management for their acts or omissions and

the indemnification of the management, see "Section 6.11 Liability of Managers.”

• For a discussion of the reports to be received by the investors, see "Section 10.2 Accounting.”

• For a discussion of the voting rights to be received by the investors, as Members, see “Article V Members.”

• For a discussion of the distribution to be made to the investors as Members, see “Article IV.”

Potential Investors should not rely solely on this summary, which is qualified in its entirety by reference to the entire Operating Agreement and Certificate of Formation, and which are available in their entirety for investors to read. Some provisions of the Operating Agreement and Certificate of Formation are also described in other sections of this Memorandum. The Operating Agreement of the Company provides that the Manager is OrbVest US, Inc., a Georgia corporation. The Manager will serve until the earlier of the Manager’s resignation, the Manager’s removal by the Manager’s resignation, bankruptcy or the Manager’s dissolution. No Member has a right to demand the return of all or a portion of a Member’s capital. In the event of a return of capital, such return of capital will not be considered a distribution and will not be included in the determination of such Member’s return on investment. No Member shall have the right to demand and receive property other than cash irrespective of the nature of his or her Capital Contribution. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from


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the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to Section 4.3 of the Operating Agreement. Amendment of the Articles of Organization The Articles of Organization of the Company may be amended, altered or repealed, and other provisions authorized by the limited liability statutes of the state of organization then in force may be added or inserted in the manner and at the time prescribed by said laws. The Operating Agreement may not be amended except by the written agreement of the Managers and Members. Indemnification The Company’s Operating Agreement limits the liability of the Company’s officers, Manager and agents for certain acts. The Company’s Operating Agreement also provides for payment in advance of expenses and attorney’s fees incurred in defending any criminal or civil action or proceeding for which indemnification is required. The Company has been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. If a claim for indemnification against such liabilities is asserted by one of the Company’s Manager, officers, or controlling persons in connection with the securities being registered, the Company will, unless in the opinion of the Company’s legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. The Company will then be governed by the court’s decision. Reports to Members The Company’s books and records will be maintained at the Company’s principal offices and will be open for examination and inspection by the Company’s Members during reasonable business hours. The Company will furnish a list of names and addresses and number of Membership Interests held by Members to any investor who requests the list in writing for a proper purpose, with costs of photocopying and postage to be borne by the Company. Sales Materials Sales material may be used in connection with this Offering only when accompanied or preceded by the delivery of this Memorandum. The sales materials that may be disseminated to prospective Members include the business plan prepared by the Company’s Management describing the Company and the Company’s proposed operations. This Offering is made only by means of this Memorandum. Although the information contained in the supplemental sales material does not conflict with the information contained in this Memorandum, such sales material does not purport to be complete and should not be considered part of this Memorandum or as forming the basis of the Offering of the Units.

THE PROPERTY


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Legal Description of the Property See Exhibit D.

LEGAL PROCEEDINGS

The Company has no known current, pending, or threatened legal proceedings.

OTHER DOCUMENTS Copies of the documents referred to in this Memorandum or otherwise related to the Company

may be inspected at the office of the Company as set forth herein or, upon written request of any potential purchaser, will be made available to such potential purchaser. The Subscription Agreement delivered together with this Memorandum is incorporated herein by reference.

[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]


EXHIBIT A – OPERATING AGREEMENT

02 OPERATING AGREEMENT

ORBVEST OLD MILTON MEDICAL 25 BUILDINGS, LLC a limited liability company formed pursuant to the laws of the State of Georgia

ANY SECURITIES CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE GEORGIA UNIFORM SECURITIES ACT OF 2008 (O.C.G.A. §§ 10-5-1, ET SEQ.) (THE “SECURITIES ACT”), AS AMENDED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION SET FORTH IN THAT ACT. IN ADDITION, ANY SECURITIES CREATED BY THIS AGREEMENT, IF ANY, HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION SET FORTH IN THE SECURITIES ACT OF 1933 PROVIDED BY SECTION 4(a)(2) THEREOF, NOR HAVE THEY BEEN REGISTERED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER JURISDICTION. THE INTERESTS CREATED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.

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THIS OPERATING AGREEMENT (“Agreement”) is entered into as of August 19, 2019, by and among the persons listed on Exhibit B to this Agreement, as such Exhibit may be constituted from time to time.

ARTICLE I DEFINITIONS

As used in this Operating Agreement, the following terms shall have the following meanings:

1.1 “Act” means the Georgia Limited Liability Company Act (O.C.G.A. §§ 14-11-100, et. seq.) as it may be amended from time to time, and any successor statute thereto.

1.2 “Business” means ownership and management of real estate described in Exhibit C, also known as “OrbVest Old Milton Medical 25.”

1.3 “Capital Contribution” means the total amount of cash actually contributed to the Company by each Member.

1.4 “Class A Membership Unit” means a unit owned by a Member in units issued pursuant to a subscription agreement for Class A Membership Units.

1.5 “Class S Membership Unit” means a unit owned by a Member in units issued pursuant to a

subscription agreement for Class S Membership Units. Class S Membership Units are not being offered in the United States or to U.S. persons.

1.6 “Code” means the Internal Revenue Code of 1986 and all regulations promulgated

thereunder, as they may be amended from time to time, and any successors thereto.

1.7 “Company” means OrbVest Old Milton Medical 25 Buildings, LLC, and any successors thereto, formed pursuant to this Agreement by the parties hereto, as said company may from time to time be constituted.

1.8 "Gross Asset Value" shall mean, with respect to any asset, the asset's adjusted basis for

federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the fair market value of such asset as determined by the Manager;

(b) the Gross Asset Value of each Company asset shall be adjusted to equal its respective

gross fair market value as of the following times: (1) the acquisition of an additional Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an Interest in the Company; or (3) the liquidation of the Company within the meaning of Regulations Section 1.704 1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (1) and (2) above shall be made only if the Manager determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

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(c) the Gross Asset Value of any Company asset distributed to any Member shall be the fair market value of such asset on the date of distribution as determined by the Manager;

(d) the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any

adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that the Gross Asset Values of Company assets shall not be adjusted pursuant to this clause (d) to the extent the Manager determines that an adjustment pursuant to clause (b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d); and

(e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to clauses

(a), (b), or (c) above, such Gross Asset Value shall thereafter be adjusted by the depreciation or amortization deductions taken into account with respect to such asset for purposes of computing the Company's taxable income.

1.9 “Holder” means a holder of Membership Units of any class, including, but not limited to, a

holder of the economic rights associated with any Membership Units.

1.10 “Hurdle Rate” means a cumulative, non-compounded preferred return of Seven Percent (7%) per annum.

1.11 “Management Services Agreement” is that agreement between Company and

OrbVest US, Inc. and Company management services described therein. The Management Services Agreement is attached hereto as Exhibit D and incorporated herein by reference.

1.12 “Manager” means OrbVest US, Inc., as represented from time to time with the rights

and obligations, including the management rights and obligations, specified in this Operating Agreement. A Manager need not hold an Interest nor be a resident of the State of Georgia to be a Manager.

1.13 “Member” means an owner of either Class A or Class S Membership Units, as specified

on Exhibit B, who has been admitted as a Member of the Company in accordance with this Operating Agreement, with the rights and obligations specified in this Operating Agreement thereunder, as they may be amended from time to time, and any successors thereto.

1.14 “Membership Unit” means a unit owned by a Member in units issued pursuant to a

subscription agreement for Class A Membership Units or Class S Membership Units.

1.15 “OrbVest” means OrbVest US, Inc., a Georgia corporation.

1.16 “Regulations” shall mean the U.S. federal income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

1.17 “Subscription Agreement” means a Subscription Agreement for the purchase of Class

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A Membership Units in the Company in the form attached to this Agreement as Exhibit E1 and Class S Membership Units in the Company in the form attached to this Agreement as Exhibit E2, with such modifications to such form as may be approved by the Manager from time to time. Execution of a Subscription Agreement, acceptance by the Company and payment for Membership Units constitutes acceptance of this Agreement which becomes binding on the Member and the Company.

1.18 “Transfer Event” means the occurrence of either: (i) a Holder transferring or

exchanging any portion of its Member Interests to any third party, other than an involuntary transfer of Member Interests described in Section 7.4 of this Agreement, or (ii) the Company redeeming any portion of the Member Interests of the Holder.

1.19 “Transferring Holder” means a Holder participating in a Transfer Event.

1.20 “3333 Alpharetta Lifehope MOB 1 JV, LLC Contribution Agreement” means that

agreement between the Company and 3333 Alpharetta Lifehope MOB 1 JV, LLC by which the Company will invest in cash equity for up to ninety-five percent (95%) for Membership Units of 3333 Alpharetta Lifehope MOB 1 JV, LLC attached as Exhibit F.

ARTICLE II

ORGANIZATION 2.1 Name. The name of the Company is OrbVest Old Milton Medical 25 Buildings, LLC.

2.2 Formation. Effective as of the filing of the Articles of Organization for the Company in the form

attached to this Operating Agreement as Exhibit A, the parties hereby form the Company under the provisions of the Act and, except as herein otherwise expressly provided, the rights and liabilities of the Members shall be as provided in the Act.

2.3 Purpose. The purpose of the Company is to contribute capital towards the Business of the Company and any lawful business related to the Business of the Company.

2.4 Compliance with Laws and Regulations. No business or activities authorized by Section 2.3 shall be conducted that are forbidden by or contrary to any applicable law or to the rules or regulations lawfully promulgated thereunder. If any of the terms, conditions or other provisions of this Agreement shall be in conflict with any of the foregoing, such terms, conditions or other provisions shall be deemed modified so as to conform therewith. Each Member agrees to comply with all such laws, rules and regulations.

2.5 The names and addresses of the Members are as set forth in Exhibit B. Exhibit B may be modified (and additional Members may be named and Membership Units issued) at the sole discretion of the Manager.

2.6 The term of the Company shall commence on the date the Articles of Organization is filed in the office of the Secretary of State of Georgia in accordance with the Act, and shall continue until dissolved, wound up and terminated pursuant to Section 9.1 hereof.

2.7 Principal Place of Business & Registered Agent

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2.7.1 The Company’s principal place of business in the State of Georgia is c/o Herbert Legal Group,

LLC, 101 Vickery Street, Roswell GA 30075.

2.7.2 The registered agent address of the Company in Georgia is 101 Vickery Street, Roswell, Fulton County, Georgia 30075. The name of its Registered agent at such address is John Herbert. The Manager is authorized to establish a registered agent in any other jurisdiction in which the Company operates.

ARTICLE III CAPITAL CONTRIBUTIONS AND LOANS

3.1 Initial Capital. The capital of the Company shall be as shown in Exhibit B (as amended from time

to time in accordance with Section 2.5). Each of the Members is, contemporaneously with the execution and delivery of a Subscription Agreement for the purchase of Membership Units and contributing to the capital of the Company in cash the amounts indicated in Exhibit B (“Initial Capital”). A person submitting a Subscription Agreement shall not be considered admitted to the Company as a Member or have any rights hereunder unless and until such Capital Contribution has been paid and the Subscription Agreement has been accepted by the Company, as determined in the Company's sole discretion. The Members shall not be required or permitted to make any additional contributions to the Company's capital without the approval of the Manager. The terms and conditions of such contribution and the amendments, if any, that are necessary or appropriate in connection therewith shall be determined in accordance with Section 3.2 of this Agreement.

3.2 Additional Capital Contributions for Operating Expenses. From and after the date hereof, if the Manager determines by majority vote from time to time that additional capital is required for the Company to pay any liability, indebtedness or obligations of the Company, the Manager shall advise the Members of the total amount of additional capital required by the Company (the "Additional Capital Contribution") by written notice to each of the Members (the "Additional Capital Notice"). If any Member fails to pay its portion of an Additional Capital Contribution required pursuant to this Section 3.2 on or before the date required, such Member will be deemed a “Defaulting Member, and, as the sole remedy of the Company and the other Member(s), any other Member (“Non-Defaulting Member”) may contribute the amount of the Defaulting Member’s Additional Capital Contribution. Two (2) times the amount so contributed on behalf of the Defaulting Member shall be deemed to be an Additional Contribution by the contributing Member (which amount will be added to such "Member’s Additional Capital Contributions Account"). Any Additional Contributions made pursuant to this Section 3.2, including any Additional Capital Contributions which a contributing Member is deemed to have made on behalf of a Defaulting Member in two (2) times the amount of funds actually contributed, shall be returned to the Members together with a preferred return thereon at the rate of seven percent (7%) per annum, non-compounding, ("Preferred Return") in the priority described in this Agreement.

3.3 Timing of Capital Contributions. Each Member shall contribute one hundred percent (100%) of its Initial Capital upon subscription to the Company. Such Initial Capital pursuant to the Class A Subscription Agreement shall be held in escrow with Prime Trust, LLC as escrow agent for the Company, until such Initial Capital is released from escrow in furtherance of the Company's

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Business. Such Initial Capital pursuant to the Class S Subscription Agreement shall be held in escrow with Herbert Legal Group, LLC as escrow agent for the Company, until such Initial Capital is released from escrow in furtherance of the Company's Business.

3.4 Interest and Return of Capital Contributions. No Member shall be entitled to interest on any

Capital Contribution, and no Member shall have the right to withdraw or to demand the return of all or any part of its Capital Contribution, except as specifically provided in this Agreement.

3.5 Loans. Any additional amounts required to operate the Company's business may be loaned to

the Company by a Member, the Manager or a third party as approved by the Manager. Any such loans shall bear a market rate of interest and shall be subject to such other terms and conditions as are approved by the Manager.

ARTICLE IV

DEFINITION OF NET INCOME AND NET LOSSES AND OF CAPITAL ACCOUNTS; DISTRIBUTIONS; DISTRIBUTION OF NET INCOME AND NET LOSSES

4.1.1.1 Definition and Allocation of Net Income and Net Losses for Tax Purposes. “Net Profits” shall

mean the excess of income and gain over expenses and losses of the Company for U.S. federal income tax purposes and “Net Losses” shall mean the excess of expenses and losses over income and gain of the Company for federal income tax purposes, after taking into account all income, gain, expenses and losses incurred in connection with the Company's Business. Net Profits and Net Losses shall be determined in accordance with the method of accounting used by the Company for federal income tax reporting purposes. Net Profits and Net Losses for any fiscal year (or portion thereof) shall be allocated to the Members in such manner that if the Company were to liquidate completely immediately after the end of such period and in connection with such liquidation sell all of its assets for cash for their then Gross Asset Values (i.e., without any Net Profits or Net Losses resulting therefrom) and satisfy all liabilities according to their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), the distribution by the Company of any remaining cash to the Members in accordance with their respective positive Capital Account balances would correspond as closely as possible to the distributions that would result if the liquidating distributions had instead been made in accordance with the provisions of Section 4.3 ("Target Amount"). For purposes of applying this Section 4.1, a Member's Capital Account shall be increased by such Member's share of Company minimum gain (within the meaning of Regulation Section 1.704-2(d)) and Member minimum gain (as determined in accordance with Regulation Section 1.704-2(i)(3)). If the allocation otherwise provided in this Section 4.1 would not cause the Capital Account balances to equal the Target Amount, the Company shall allocate items of income and gain or deduction and loss comprising Net Profits or Net Losses for the taxable year to make (as nearly as possible) the positive Capital Account balances of the Members equal their respective Target Amount.

4.2 Definition of Members' Capital Accounts. The term “Capital Account,” shall mean the account

maintained by the Company for each Member in accordance with the rules contained in Regulation 1.704-1(b)(2)(iv).

4.3 Distributions. The Company shall make cash distributions to the Members as follows:

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4.3.1 Distributions from Cash Flow. Funds from the cash flow of the operations will not be distributed except for the Hurdle Rate less expenses of the Company will be paid out quarterly to the Members no later than fifteen (15) days after the end of each quarter.

4.3.2 First, prorata to the Member's an amount equal to the Preferred Return on the Member's Additional Capital Contributions Account not previously distributed pursuant to this section,

4.3.3 Second, prorata to the Member's an amount equal to the Member's Additional Capital Contributions Account not previously distributed pursuant to this section, and

4.3.4 Third, pro rata in accordance with their percentage ownership of total issued Membership Units.

4.4 Distributions in Kind. Any unrealized investment gain or unrealized investment loss shall be credited or debited to the Capital Accounts of the Members in accordance with Section 4.3.

4.5 Distributions with Respect to Tax. The Company will use its best efforts to distribute enough cash to enable the Members to pay Federal and state income taxes arising from the ownership of Membership Units during a taxable year. For such purpose, the Company shall assume that the Members are subject to taxation at the highest marginal individual Federal income tax rates for such year after giving effect to the phasing-out of deductions at particular levels of income. Distributions made pursuant to this Section 4.5, if not previously made during the taxable year on account of which such distributions are being made, shall be made within ninety days after the end of such taxable year.

ARTICLE V MEMBERS

5.1 Manager as Members. The Manager may also purchase Membership Units and shall be treated

as a Member with respect thereto.

5.2 Admission of Members. Members shall be admitted upon the making of its Initial Capital Contribution pursuant to Section 3.1 and the execution, delivery and acceptance of a Subscription Agreement. No new Member may be admitted without the approval of the Manager.

5.3 Standing. Members are counted and treated equally in all aspects of this Operating Agreement.

5.4 Management. The Members shall not participate in the management or control of the

Company's Business nor shall they transact any business for the Company, nor shall they have the power to act for or bind the Company, said powers being vested solely and exclusively in the Manager.

5.5 Member Liability. The Members shall have no personal liability whatsoever, whether to the

Company, to any of the Members or to the creditors of the Company, for the debts of the Company or any of its losses, except as expressly assumed by such Member; provided, however that this provision shall not limit the liability of any Member to any other Member for a breach of this Operating Agreement or any other agreement between or among the Members and/or the Company pertaining to the Business of the Company.

5.6 Member Meetings. Neither the Company nor the Manager shall have any obligation to hold

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Member meetings. However, the Manager will regularly update Members on the Business of the Company. Manager will call a special meeting of the Members for any provision in this Agreement which requires approval by the Members upon 30-day written notice delivered to the address provided and as updated by each Member as necessary to receive such notice. Notwithstanding this Section 5.6, a meeting of the Members may be called pursuant to the terms of the Management Services Agreement.

ARTICLE VI

MANAGEMENT 6.1 Execute Contribution Agreement. Manager will execute the 3333 Alpharetta Lifehope MOB 1 JV,

LLC Contribution Agreement and contribute the amounts of equity into 3333 Alpharetta Lifehope MOB 1 JV, LLC as defined therein.

6.2 Management and Administration. Including the rights and responsibilities of the Manager pursuant to provisions of the Management Service Agreement and except as otherwise expressly provided herein, in Section 6.1 or by law, (i) the Manager is hereby vested with the full, exclusive and complete right, power and discretion to operate, manage and control the Business of the Company and to make all decisions affecting Business of the Company, as deemed proper, necessary, expedient or advisable by the Manager to carry on the Purpose and Business of the Company as described in Section 2.3, (ii) the Manager is hereby authorized to appoint a Managing Director to perform the duties of the Manager as directed and approved by the Manager as provided herein, (iii) the Manager shall have all of the rights, powers and obligations of a Manager of a limited liability company under the Act and otherwise as provided by law, and (iv) without limiting the generality of the foregoing, all of the Members hereby specifically agree that the Manager may, on behalf of the Company, at any time and without further notice to or consent from any other Member, do any or all of the following:

6.2.1 take any and all actions which the Manager deems necessary or advisable in connection with

the Business of the Company, including, without limitation, entering into any contract, agreement, undertaking or transaction with any Member, Affiliate of a Member or other Person having any business, financial or other relationship with any Member;

6.2.2 pay any and all fees and make any and all expenditures which the Manager deems necessary or appropriate in connection with the management of the Business of the Company and the carrying out of the Manager’s obligations and responsibilities under this Agreement;

6.2.3 register or qualify the Company under any applicable federal or state laws, or obtain exemptions under such laws, if such registration, qualification or exemption is deemed necessary by the Manager;

6.2.4 sell all or any part of any Company assets, whether for cash or other consideration, on such reasonable terms as the Manager shall determine to be appropriate;

6.2.5 incur all expenditures permitted by this Agreement and pay all expenses, debts and obligations of the Company;

6.2.6 engage, compensate and discharge any agent, attorney, employee, accountant, consultant, investment manager or other person, including anyone who may be a Member or an Affiliate

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of a Member, at such compensation and upon such terms and conditions as the Manager may deem appropriate;

6.2.7 maintain such bank accounts on behalf of the Company and make such signature arrangements with respect thereto as the Manager shall determine to be appropriate;

6.2.8 enter into agreements with any and all persons with respect to financing and operating of the Company’s Business upon such terms as the Manager deems appropriate;

6.2.9 compromise, submit to arbitration, sue on and defend all claims in favor of or against the Company;

6.2.10 do all acts it deems necessary or appropriate to further the Company’s Business or for the protection and preservation of the Company’s assets;

6.2.11 offer, sell, redeem and resell Interests as contemplated by this Agreement;

6.2.12 cause the Company to enter into transactions in which the Manager or its Affiliates have an interest, including, but not limited to, transactions which involve the purchase or sale of any property to or from the Company and transactions in which services will be rendered for or by the Company;

6.2.13 enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements and other instruments as the Manager shall determine to be appropriate in furtherance of the Business of the Company;

6.2.14 cause the Company to purchase insurance against liabilities covered by the indemnification provisions of Section 6.9 and;

6.3 Location of Expenses.

6.3.1 The Company shall bear, and reimburse the Manager for, all expenses (the “Company Expenses”) incurred in connection with the Company, including but not limited to the following:

6.3.1.1 expenses incurred in connection with (A) forming the Company and offering the Membership Units, including, without limitation, the legal and accounting fees incurred in connection with preparing this Agreement, (B) operating the day-to-day business of the Company, including allocable expenses of administration, rent, office expenses salaries paid to employees and the cost of maintaining books and records, (C) communicating with Members and (D) all accounting fees and expenses incurred in connection with the preparation of the annual financial statements, the audit of such statements, and any tax returns required to be filed by the Company;

6.3.1.2 all taxes payable in respect of the holding of, or dealing with, the investments of the Company;

6.3.1.3 all costs and expenses incurred as a result of termination of the Company and the realization of Company assets;

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6.3.1.4 all taxes or governmental charges, brokerage fees, commissions and other duties, charges or fees arising in connection with the purchase and sale of real estate for the Company;

6.3.1.5 any costs and expenses of any litigation involving the Company and the amount of any judgment or settlement paid in connection therewith, excluding, however, the costs and expenses of any litigation, judgment or settlement in which the conduct of a Manager is found to have violated the standard of conduct set forth in Section 6.9;

6.3.1.6 all costs and expenses incurred in connection with the redemption of a Member’s Membership Units and such Member’s withdrawal from the Company which are not borne by such Member; and

6.3.1.7 all other extraordinary expenses which may be incurred by the Company.

6.3.2 The Manager shall bear no Company expenses and/or shall be reimbursed for Company expenses incurred by the Manager on behalf of the Company.

6.4 Authority. Third parties dealing with the Company may rely conclusively upon any certificate of

the Manager to the effect that it is acting on behalf of the Company. The signature of the Manager or Managing Director shall be sufficient to bind the Company to any agreement or on any document, including, but not limited to, documents drawn, or agreements made, in connection with the acquisition of any investment or property or the disposition of any Company assets in furtherance of the Business of the Company.

6.5 Restrictions on the Authority of the Manager. The Manager shall have no authority to (i) do any act in contravention of the Act, (ii) without prior written consent of a majority of the Members do any act in contravention of this Agreement, or (iii) dissolve the Company, except as provided in Article IX.

6.6 Duties and Obligations of the Manager.

6.6.1 The Manager shall take all action which may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the Business in which it is engaged.

6.6.2 The Manager shall use all reasonable efforts at all times to conduct its affairs and the affairs of the Company in such a manner that no Member acting in the Member’s capacity as a Member shall have any personal liability with respect to any liability or obligation of the Company, except as expressly assumed by any Member herein or in the Act.

6.7 Other Business of Manager and Members.

6.7.1 The Manager shall devote to the Company such efforts as may be necessary to conduct the Company’s Business and affairs in an appropriate manner. Any Member, Manager and any of their Affiliates may engage in or possess any interest in other investment or investment advisory activities or business ventures of any kind, nature or description, independently or

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with others, regardless of whether such ventures are competitive with the Company, and neither the Company nor any Member shall have any rights or interest by virtue of this Agreement or the Company or investment advisory relation created hereby or thereby in or to any such independent activities or ventures or in or to the fees, compensation, income or profits derived therefrom.

6.7.2 The Manager and its Affiliates may offer to any Member or its affiliates or any other person, in any capacity, the opportunity to invest in, or make loans to, any person in which the Company acquires or holds an investment, and neither the Company nor any other Member shall have any right to participate, or any interest, therein by virtue of this Agreement or the Company or investment advisory relation created hereby or thereby.

6.8 Meeting of the Manager. The Manager shall meet on an as needed basis. Meetings will be called on thirty day’s written notice to the Manager unless such notice is waived in writing. A quorum of the Manager is at least one (1) Manager present or represented by proxy. The Manager may make decisions in writing in lieu of a meeting as long as each Member has notice and the Manager consent to an action in writing.

6.9 Manager’s Compensation and Expense Payment. Except for those provisions of Article IV of this Agreement and the provisions of the Management Services Agreement, the Manager shall not receive any salary or other fee compensation for serving as Manager of the Company. The Manager may cause the Company to pay salary, bonus, fee or other compensation to other persons who provide goods or services to the Company, which persons may be Members or affiliates of Members. The Manager shall cause the Company to pay all fees and expenses incurred in connection with the Company's Business, including without limitation, fees and expenses incurred prior to, and in connection with, the formation of the Company.

6.10 Liability of Manager.

6.10.1 The Company shall indemnify, in accordance with and to the full extent now or hereafter permitted by law, the Manager, their officers, directors, employees, shareholders, agents, attorneys, affiliates and partners and officers of the Company designated by the Manager (collectively “Agents”) if the Manager or such Agents were or are a party or are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company), by reason of service as a Manager of the Company or as an Agent against any expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Manager or such Agents if the Manager or such Agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. Such indemnification is not exclusive of any other right to indemnification provided by law, agreement or otherwise. Expenses that may be subject to indemnification under this Section 6.10.1 shall be paid in advance of the final disposition of the action, suit or proceeding to the full extent permitted by law, subject to the Company's receipt of an undertaking to repay the advancement in the event the Manager or such Agent are finally determined to be ineligible to be indemnified hereunder. The indemnification provided in this Section 6.10.1 shall inure to the benefit of the successors, heirs and personal representatives of the Manager and its

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Agents.

6.10.2 The Company may indemnify, in accordance with and to the full extent now or hereafter permitted by law, as determined by the Manager, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Company), by reason of his acting as a Member or agent of the Company against any expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such person in respect thereof. Such indemnification is not exclusive of any other right to indemnification provided by law, agreement or otherwise. Expenses with respect to which the Company is permitted to provide indemnification hereunder may be paid in advance of the final disposition of the action, suit or proceeding to the full extent permitted by law and to the extent approved by the Manager, subject to the Company's receipt of an undertaking to repay the advancement in the event the recipient of the advancement is finally determined to be ineligible to be indemnified hereunder.

6.10.3 Each Manager shall not be liable to the Company or its Members for monetary damages for breach of any duty in connection with the discharge of their obligations under this Agreement, except for (i) any breach of their duty of loyalty to the Company or its Members (as such duty has been modified pursuant to this Agreement), (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Manager derived an improper personal benefit.

6.11 Resignation. The Manager may resign or cease to serve as Manager at any time by giving written notice to the Company (in the event of resignation), and such Manager may be replaced by a representative designated by the Manager or, if such Manager makes no such designation, such person or entity selected by the holders of a majority of the Membership Units. The resignation of Manager shall take effect upon receipt of notice thereof or at such later date specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.12 Officers. The Manager may, from time to time, designate one or more persons to be officers of the Company. The Corporate Secretary of OrbVest will serve as Secretary of the Company. No officer need be a Member. Any officers so designated will have such authority and perform such duties as the Manager may, from time to time, delegate to them. The Manager may assign titles to particular officers, including, without limitation, chief executive officer, president, vice president, chief operating officer, secretary, assistant secretary, treasurer and assistant treasurer. Each officer will hold office until his or her successor will be duty designated and will qualify or until his or her death or until he or she will resign or will have been removed. Any number of offices may be held by the same person. Any officer may be removed as such, either with or without cause, by the Manager whenever in their judgment the best interests of the Company will be served thereby. Any vacancy occurring in any office of the Company may be filled by the Manager.

ARTICLE VII

TRANSFER OF MEMBERSHIP INTEREST

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7.1 Transfer of Interest. A Member shall not voluntarily assign, gift, sell, transfer, pledge or otherwise encumber Membership Units or any other rights of a Member (whether voluntarily, involuntarily, or by operation of law) without the prior written consent of the Manager, the granting or denying of which shall be in the Manager’s absolute discretion. It is understood that the Manager will deny any transfer that substantially increases the number of Members of the Company.

7.2 Right of First Refusal.

7.2.1 For purposes of this Section 7.2, the following terms shall have the meanings ascribed thereto below:

7.2.1.1 "Bona Fide Offer" shall mean (i) an offer in writing to purchase the Offered Interest signed by an offeror who is not affiliated with or related to, in any manner or degree, the Offering Party or (ii) an offer by a Member to sell its Offered Interest.

7.2.1.2 "Notice of Offer" shall mean a written notice containing: (i) a statement of intention of the Offering Party to transfer the Offered Interest; (ii) the name and address of the prospective purchaser or lender; (iii) the Membership Units or other interest involved in the proposed transfer; (iv) the terms of any proposed transfer; and (v) an offer by the Offering Party in favor of the Members (or the other Member(s) if the Offering Party is a Member) as described below to sell the Offered Interest upon the same terms as the proposed transfer or encumbrance. If the offer is by a Member to sell its interest, the notice shall contain (i) a statement of intention of the Offering Party to transfer the Offered Interest; (ii) the Membership Units or other interest involved in the proposed transfer; and (iii) the terms of any proposed transfer or encumbrance.

7.2.1.3 "Offered Interest" is the Membership Units or other interest that the Offering Party desires to transfer to a third party pursuant to the Bona Fide Offer.

7.2.1.4 "Offering Party" shall mean the Member who desires to sell or encumber its Membership Units or OrbVest if OrbVest desires to sell or encumber its interest hereunder, to or in favor of a third party pursuant to a Bona Fide Offer.

7.2.2 If an Offering Party wishes to sell, transfer, assign or encumber all or any part of his Membership Units or other interest pursuant to a Bona Fide Offer, the Offering Party shall promptly deliver a Notice of Offer to OrbVest. If so requested by OrbVest, the Offering Party shall furnish reasonable evidence that it has received a Bona Fide Offer as described in the Notice of Offer.

7.2.3 OrbVest, for a fifteen (15) day period after receipt of the Notice of Offer, offer the Offered Interest to the Members. Each of the Members (or the other Member(s) if the Offering Party is a Member) shall have the right to purchase such portion of the Offered Interest as the ownership percentage associated with their Membership Units bears to the ownership percentages then owned by all of the other Member(s) (excluding the Ownership Interest of the Offering Party if the Offering Party is a Member). Any of the Offered Interest which is not accepted for purchase or as security by the Member(s) within such fifteen (15) day period may then be accepted for purchase proportionately by any electing Member(s) within an

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additional period of five (5) days.

7.2.4 If the Member(s) desire to exercise their options to purchase any of the Offered Interest, they shall do so by giving written notice of their acceptance to the Offering Party and OrbVest. OrbVest shall specify a date for the closing of the purchase or loan transaction which shall be no sooner than thirty (30) days and no later than sixty (60) days after the date of the Notice of Offer.

7.2.5 Anything foregoing to the contrary notwithstanding, if all of the Offered Interest is not accepted for purchase or as security by the Member(s) within twenty (20) days of the Notice of Offer, then the Offering Party shall have the right to sell the Offered Interest to the party or parties set forth in the Notice of Offer within thirty (30) days thereafter, upon the terms and conditions set forth in the Notice of Offer; provided, however that no such transfer shall become effective unless and until the transferee(s) shall have agreed in writing to be bound by, and shall have become a party to, this Agreement. After said thirty (30) day period, if the Offered Interest has not been sold to such third party, the Offered Interest shall remain subject to the terms and conditions of this Agreement and may only be sold or encumbered upon the fulfillment of the provisions set forth herein. If the Offered Interest was made with no third-party offer, and no Member opts to purchase the Offered Interest during the period described in Section 7.2.4, OrbVest may use its sole discretion to offer the Offered Interest to a third party. If a third party desired to purchase the Offered Interest, Section 7.2.4 will govern the closing of the sale of the Offered Interest.

7.3 Effect of Approved Transfer of the Membership Units. The proposed assignee or transferee of a

Member's Membership Units may be admitted to the Company as a Member in the place and stead of, or together with, as the case may be, the Member who has assigned or transferred his or its Interest upon satisfaction of all of the following conditions:

7.3.1 approval of the Manager as provided in Section 7.1;

7.3.2 the assignor and the assignee must execute and deliver such other instruments as the Company may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement;

7.3.3 the Manager may require such assignee to provide an opinion of counsel, in form and substance reasonably satisfactory to counsel for the Company that the assignment of the Member Interest does not violate any registration provision of any federal or state securities or comparable laws nor does it subject the Company to registration as an investment company under the Investment Company Act of 1940, as amended;

7.3.4 the assignee may be required to pay such reasonable expenses as the Company may incur in connection with such substitution; and

7.3.5 after all of the foregoing conditions have been fulfilled and the assignee has been admitted to the Company as an Member, the Manager shall amend Exhibit B hereto to reflect the assignee's admission to and the assignor's termination from the Company as an Member.

7.4 Termination of Membership. Upon the death, dissolution or other termination of the legal existence of a Member or the other involuntary transfer of Membership Units in the Company,

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absent compliance with the other provisions of this Article VII, the estate or other successor of the deceased or transferring Member shall be treated as an assignee of only the economic rights associated with the involuntarily transferred Member Interest, as such rights are described in this Agreement. The Business of the Company shall continue upon the occurrence of any of the events described in this Section 7.4 or elsewhere in this Article VII with respect to a Member.

7.5 Members holding Class S Membership Units are restricted from selling or transferring any interests into the United States per the terms of the Subscription Agreement.

ARTICLE VIII INVESTMENTS

Each Member agrees that any other Member and its respective members, managers,

shareholders, partners, officers, directors and affiliates may acquire an interest in any business or investment venture in which the Company has an interest and may engage in or possess an interest in other business or investment ventures of every kind and description, independently or with others, and provide services to such ventures, including but not limited to serving as their officers, directors, members, managers, partners, trustees, advisers, employees or agents. Neither the Company nor the Members shall have any rights in or to such permitted activities of any Member or any compensation or profits derived therefrom. Each Member acknowledges that the Manager shall have no obligation to offer to the Company any investment opportunity made available to it or any entity to which it has an interest.

ARTICLE IX

DISSOLUTION AND TERMINATION 9.1 Events of Dissolution. The Company shall be dissolved:

9.1.1 on a date designated by the Manager as designated in their sole discretion (except upon the

occurrence of any of the events specified in Sections 9.1.2 or 9.1.3 below);

9.1.2 upon the occurrence of an event specified under the laws of the State of Georgia as one effecting dissolution; or

9.1.3 upon the completion of the sale of all or substantially all of the assets of the Company and the distribution of the proceeds attributable to such sale.

9.2 Procedure for Winding Up and Dissolution.

9.2.1 Dissolution of the Company shall be effective on the date on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the filing of the Articles of Dissolution and the assets of the Company shall have been distributed as provided herein. Notwithstanding the dissolution of the Company, prior to the termination of the Company, as aforesaid, the Business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.

9.2.2 Upon dissolution, the Manager shall wind up the affairs of the Company and shall liquidate

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the assets of the Company or distribute such assets in kind (in each case in their sole discretion), first, to creditors of the Company, including to pay Members who are creditors, in satisfaction of the liabilities of the Company; and second, to the Members pursuant to Section 4.3 of this Agreement, and cause the filing of the Articles of Dissolution. The Manager shall have the right to set up such reserves as it may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (any remainder of which shall be distributed as provided in this Agreement when the Manager determines that such reserves are no longer required).

9.2.3 Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and for the return of its Capital Contribution and shall have no recourse therefore against any other Member, except as otherwise provided expressly in this Agreement.

9.2.4 Upon the completion of the winding up of the Company, the Manager shall have the authority to execute and record any and all other documents required to terminate the Company.

9.3 Continuation of Business. Subject to the Loan Documents for so long as any amounts due under the terms of the Loan Documents, the Members agree that upon the occurrence of any event that terminates the Manager’s status as Manager of the Company (whether by operation of law or otherwise), the Company shall not dissolve, but the Business of the Company shall continue and the Manager’s successor-in-interest shall automatically become the replacement Manager without the consent of any person.

ARTICLE X

BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS 10.1 Books and Records. The Company books and records shall be kept on the accrual basis,

unless a different accounting method is permitted under applicable law and the Manager elects to employ such method.

10.2 Accounting. The Company's annual financial statements may be prepared by the Manager or by the Company's outside accountants, as determined by the Manager and need not be audited or reviewed. In addition, the Company will instruct its accountants to use their best efforts to provide each Member with the information necessary to complete such Member's income tax returns within 90 days after the end of each calendar year.

10.3 Company Representative. The Manager is specifically authorized to appoint (and appoint

any successor to) the Company’s “partnership representative” within the meaning of Section 6223(a) of the Code, and in any similar capacity under state, local or non-United States law (“Company Representative”). Except as otherwise set forth in this Agreement, the Company Representative shall have the power to make (or not make), in his sole discretion, any and all elections for federal, state, local and non-United States tax matters, including any election under Section 6226 of the Code. The Company Representative shall be entitled to reimbursement and indemnification for all costs he, she or it incurs in his, her or its capacity as such. Each Member shall reasonably cooperate with the Company Representative in furnishing information to the Company Representative and the Company with respect to the preparation of tax returns and other tax matters. If any tax audit or similar proceeding results in an imputed underpayment

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(or similar obligation) of the Company, including under Section 6225 of the Code, then each Person that was a Member for the taxable year to which the underpayment (or similar obligation) relates shall be liable for (and each such Person shall indemnify the Company in respect of (including out of distributions otherwise payable hereunder)) any associated taxes, interest, penalties, additions to tax or other additional amounts that are attributable to such Person’s allocable share of the amount of such underpayment (or similar obligation), as determined by the Company Representative, in a manner that is consistent with such Person’s economic responsibility for such taxes as set forth in this Agreement. The provisions of this Section 10.3 shall survive any termination of this Agreement and the withdrawal or other removal of any Member or the Transfer of such Member’s interest in the Company.

10.4 Election to be Taxed as Partnership. The Members agree that the Company shall elect to be

taxed as a partnership under the Code and that qualifying Members be treated as limited partners for self-employment taxes.

ARTICLE XI

AMENDMENT OF OPERATING AGREEMENT

Except as otherwise provided in Section 3.2, this Operating Agreement may be amended only with the unanimous approval of the Members and the Manager.

ARTICLE XII

FISCAL YEAR

The fiscal year of the Company shall end on December 31, unless otherwise determined by the Manager if permitted under applicable law.

ARTICLE XIII

NOTICES

All notices and demands required or permitted under this Agreement shall be in writing and may be sent by U.S. mail, certified or registered mail, postage prepaid, overnight air courier or personal delivery to the Members at their addresses as shown from time to time on the records of the Company. Any Member may specify a different address by notifying the Company and the other Member of such different address. Such notices shall be deemed given three business days after mailing, the business day after deposit with an overnight air courier for next business day delivery or when delivered in person, as the case may be. Whenever any notice is required to be given under this Agreement, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.

ARTICLE XIV

MISCELLANEOUS 14.1 Entire Agreement. This Agreement constitutes the entire agreement among the parties

relating to the subject matter hereof. It supersedes any prior agreement or understandings between them relating to the subject matter hereof, and it may not be modified or amended in

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any manner other than as set forth herein.

14.2 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Georgia without regard to conflicts of law principles.

14.3 Binding Agreement. Except as herein otherwise specifically provided, this Agreement shall be

binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and assigns.

14.4 Captions. Captions contained in this Agreement are inserted only as a matter of convenience

and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof.

14.5 Severability. If any provision of this Agreement, or the application of such provision to any

person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

14.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which

shall be deemed an original but all of which shall constitute one and the same instrument. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. A party may evidence that party’s agreement to be bound hereby by execution of a Subscription Agreement without the necessity of executing a counterpart hereof.

14.7 Gender and Number. Whenever from the context it appears appropriate, each term stated

in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.

14.8 Duties. Pursuant to the Act, the duties of the Members to the other Members and to the Company are hereby limited to those provided expressly herein.

14.9 Agreement Binding on Company. The Company and the Members agree that this Agreement shall be binding upon and inure to the benefit of the Company to the full extent this Agreement grants or imposes rights, duties or obligations to or on the Company.

14.10 Construction. This Agreement shall not be construed against any person for having drafted it.

14.11 No Partition. No Member or holder of an Interest will have any right to maintain any action

for partition with respect to the property of the Company.

[Signature Page Follows.]

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[Signature Page for the Operating Agreement of OrbVest Old Milton Medical 25 Buildings, LLC]

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement of OrbVest Old Milton Medical 25 Buildings, LLC as of the date first set forth above. OrbVest US, Inc. Manager ________________________________________ By: Machiel Lucas Its: Authorized Representative

EXHIBITS EXCLUDED


EXHIBIT B – SUBSCRIPTION AGREEMENT

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NOTICES REGARDING THIS SUBSCRIPTION AGREEMENT AND ASSOCIATED OFFERING DISCLOSURES AND MATERIALS

THIS SUBSCRIPTION AGREEMENT AND ASSOCIATED OFFERING DISCLOSURES AND MATERIALS ARE BEING FURNISHED BY THE COMPANY SOLELY FOR USE BY POTENTIAL INVESTORS IN CONNECTION WITH THE OFFERING OF SECURITIES.

THIS SUBSCRIPTION AGREEMENT AND ANY RELATED OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT ALLOWED. ANY REPRODUCTION OR DISTRIBUTION OF THIS SUBSCRIPTION AGREEMENT OR ANY OTHER OFFERING MATERIALS IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. ANY SUBSCRIBER ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE ITSELF AND THE COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.

THIS SUBSCRIPTION AGREEMENT AND ALL RELATED OFFERING DISCLOSURES AND MATERIALS (THE “MATERIALS”) HAVE BEEN PREPARED BY THE COMPANY AND NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN IN CONNECTION WITH THE SECURITIES DESCRIBED IN THE MATERIALS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. POTENTIAL INVESTORS ARE CAUTIONED NOT TO RELY ON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THE MATERIALS, INCLUDING INFORMATION FOUND ON THE COMPANY’S OR OTHER WEBSITES (NONE OF WHICH INFORMATION IS INCORPORATED INTO THE MATERIALS). STATEMENTS CONTAINED HEREIN AS TO THE CONTENT OF ANY AGREEMENT OR OTHER DOCUMENT ARE SUMMARIES AND, THEREFORE, ARE NECESSARILY SELECTIVE AND INCOMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY THE ACTUAL AGREEMENTS OR OTHER DOCUMENTS. THE COMPANY HAS BEEN AVAILABLE TO ALL INVESTORS PRIOR TO THE CONSUMMATION OF THE OFFERING TO ANSWER QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING, THE COMPANY OR ANY OTHER RELEVANT MATTERS AND ANY ADDITIONAL REASONABLE INFORMATION TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE.

THE MATERIALS DO NOT PURPORT TO CONTAIN ALL OF THE INFORMATION THAT MAY BE REQUIRED TO EVALUATE THIS OFFERING AND ANY RECIPIENT HEREOF SHOULD CONDUCT ITS OWN INDEPENDENT ANALYSIS. THE COMPANY DOES NOT EXPECT TO UPDATE OR OTHERWISE REVISE THE MATERIALS UNLESS THERE IS A MATERIAL CHANGE IN THE INFORMATION SET FORTH HEREIN PRIOR TO THE CLOSING OR TERMINATION OF THE OFFERING HEREUNDER. THE POSTING OR DELIVERY OF THE MATERIALS DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THE SUBSCRIPTION AGREEMENT.

BECAUSE THE MATERIALS FOCUS PRIMARILY ON INFORMATION CONCERNING THE COMPANY RATHER THAN THE INDUSTRY IN WHICH THE COMPANY OPERATES, POTENTIAL INVESTORS SHOULD CONDUCT THEIR OWN SEPARATE INVESTIGATION OF THE COMPANY’S INDUSTRY TO OBTAIN GREATER INSIGHT IN ASSESSING THE COMPANY’S PROSPECTS. CERTAIN OF THE INFORMATION CONTAINED HEREIN

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CONCERNING INDUSTRY AND ECONOMIC TRENDS AND PERFORMANCE IS BASED UPON OR DERIVED FROM INFORMATION PROVIDED BY THIRD-PARTY CONSULTANTS AND OTHER INDUSTRY SOURCES. THE COMPANY BELIEVES THAT SUCH INFORMATION IS ACCURATE AND THAT THE SOURCES FROM WHICH IT HAS BEEN OBTAINED ARE RELIABLE. HOWEVER, THE COMPANY CANNOT GUARANTEE THE ACCURACY OF SUCH INFORMATION AND HAS NOT INDEPENDENTLY VERIFIED THE ASSUMPTIONS UPON WHICH ANY PROJECTIONS OF FUTURE TRENDS AND PERFORMANCE ARE BASED.

THIS SUBSCRIPTION AGREEMENT IS SUBMITTED IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. EACH RECIPIENT OF THIS SUBSCRIPTION AGREEMENT AGREES THAT ALL INFORMATION CONTAINED HEREIN IS OF A CONFIDENTIAL NATURE, THAT IT WILL TREAT SUCH INFORMATION IN A CONFIDENTIAL MANNER AND THAT IT WILL NOT, DIRECTLY OR INDIRECTLY, DISCLOSE OR PERMIT ITS AGENTS OR AFFILIATES TO DISCLOSE ANY SUCH INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

NOTICES REGARDING THIS OFFERING

THIS OFFERING CAN BE WITHDRAWN AT ANY TIME BEFORE A CLOSING AND IS SPECIFICALLY MADE SUBJECT TO THE TERMS DESCRIBED IN THIS SUBSCRIPTION AGREEMENT. THE COMPANY AND THE PLACEMENT AGENT RESERVE THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO ALLOCATE TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SECURITIES SUBSCRIBED FOR BY SUCH PROSPECTIVE INVESTOR.

PROSPECTIVE INVESTORS SHOULD RETAIN THEIR OWN PROFESSIONAL ADVISORS TO REVIEW AND EVALUATE THE ECONOMIC, TAX, LEGAL AND OTHER CONSEQUENCES OF INVESTING IN THIS PRIVATE OFFERING, AND SHOULD NOT CONSTRUE THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT OR ANY OTHER INFORMATION FURNISHED BY THE COMPANY OR THE PLACEMENT AGENT AS LEGAL, FINANCIAL OR OTHER ADVICE. EACH INVESTOR SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS, FINANCIAL, AND RELATED ASPECTS OF A PURCHASE OF THE SECURITIES. PROSPECTIVE INVESTORS ARE URGED TO REQUEST ANY ADDITIONAL INFORMATION THEY MAY CONSIDER NECESSARY IN MAKING AN INFORMED INVESTMENT DECISION. THE SECURITIES OFFERED ARE HIGHLY SPECULATIVE AND SUITABLE FOR PURCHASE BY INVESTORS THAT CAN BEAR THE COMPLETE LOSS OF THEIR INVESTMENT WITHOUT AFFECTING THEIR LIFESTYLE.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT” OR “SECURITIES ACT”) OR THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE PLEDGED, TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTIONS THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS

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OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

EACH PURCHASER OF SECURITIES OFFERED HEREBY MUST BE AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D PROMULGATED BY THE SEC UNDER THE SECURITIES ACT. EACH PURCHASER OF THE SECURITIES OFFERED HEREBY WILL BE REQUIRED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT WITH THE COMPANY TO PARTICIPATE IN THIS OFFERING.

THE SECURITIES OFFERED HEREBY MAY NOT BE PLEDGED, TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL, REGISTRATION UNDER THE APPLICABLE FEDERAL AND STATE SECURITIES OR “BLUE SKY” LAWS IS NOT REQUIRED OR SUCH REGISTRATION REQUIREMENTS ARE COMPLIED WITH.

EACH SUBSCRIBER MAY, IF IT SO DESIRES, MAKE INQUIRIES OF MANAGEMENT OF THE COMPANY WITH RESPECT TO THE COMPANY’S BUSINESS OR ANY OTHER MATTERS SET FORTH HEREIN, AND MAY OBTAIN ANY ADDITIONAL INFORMATION WHICH SUCH SUBSCRIBER DEEMS TO BE NECESSARY IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT AND TO MAKE AN INVESTMENT DECISION (TO THE EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE). IN CONNECTION WITH SUCH INQUIRY, ANY DOCUMENTS WHICH ANY SUBSCRIBER WISHES TO REVIEW WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR PROVIDED, UPON REQUEST, SUBJECT TO THE SUBSCRIBER’S AGREEMENT TO MAINTAIN SUCH INFORMATION IN CONFIDENCE AND TO RETURN THE SAME TO THE COMPANY IF THE RECIPIENT DOES NOT PURCHASE THE SECURITIES OFFERED HEREUNDER. ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN WRITING TO THE COMPANY AT THE ADDRESS SET FORTH HEREIN.

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, POTENTIAL INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS SUBSCRIPTION AGREEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS OF THE SECURITIES FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS OF THE SECURITIES UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY US IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY US OF THE TRANSACTIONS ADDRESSED HEREIN; AND (C) POTENTIAL INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD CONSULT WITH HIS, HER OR ITS LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.

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SUBSCRIPTION AGREEMENT

This Subscription Agreement (“Agreement” or “Subscription Agreement”), dated as of August 20, 2019, is entered into by and between the undersigned subscriber, (the “Subscriber” or “you”) and OrbVest Old Milton Medical 25 Buildings, LLC, a Georgia limited liability company (the “Company”).

WHEREAS, the Company is conducting a “best efforts” offering of its securities to raise funds pursuant to the disclosures and promises made in the Confidential Private Offering Memorandum for the Company (“PPM”) (the “Securities”) at an offering price as disclosed in the PPM (the “Offering Price”) for an aggregate offering amount as listed in the PPM (the “Offering”);

WHEREAS, Subscriber desires to purchase the Securities for the Purchase Price (as defined

below), and the Company desires to sell the Securities to the Subscriber for the Purchase Price. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein

contained, Subscriber and the Company agree as follows: 1. Purchase and Sale of the Securities. (a) The Company hereby agrees, upon close of escrow, to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, the Securities as indicated above. (b) Subscriber agrees to promptly deliver funds to the escrow account (“Escrow”) in an amount sufficient to pay for the Securities you are hereby committing to purchase pursuant to this Agreement (the “Purchase Price”), which amount is payable in U.S. Dollars by ACH, wire transfer or check, subject to collection. Funds will be placed into escrow as discussed below and held until the minimum funding threshold described in the offering is achieved and securities are then sold to investors and funds are released to the Company (aka “Issuer”) from escrow. 2. Representations and Warranties of Subscriber. Subscriber represents and warrants to the Company as follows: (a) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act” or the “Securities Act”), and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities and has the ability and capacity to protect Subscriber’s interests. (b) Subscriber understands that the Securities have not been registered. Subscriber understands that the sale of Securities to Subscriber will not be registered under the Act on the grounds that the issuance thereof is exempt under 506(c) of the Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the United States Securities and Exchange Commission (the “SEC”), the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some predetermined event.

(c) Subscriber acknowledges and understands that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any

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particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a secondary market for the Securities, and the availability of certain current public information about the Company. In the event that the Company determines to register the Securities under the Act, Subscriber agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a registration statement, unless such Subscriber notifies the Company in writing of Subscriber’s election to exclude all of Subscriber’s Securities from the registration statement. Upon effectiveness of the registration statement, Subscriber further agrees that it will comply with the prospectus delivery requirements of the Act as applicable to it in connection with sales of Securities pursuant to such registration statement. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company about its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement, which may be electronically signed, and to carry out and perform Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s professional legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for Subscriber. Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (h) This Subscription Agreement does not knowingly contain any untrue statement or omission of a material fact concerning Subscriber.

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(i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s properties before any court or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Subscription Agreement, and the issuance of the Securities will not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber’s articles of incorporation or bylaws, if applicable, or any of Subscriber’s material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Securities. (k) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities, including a total loss of its investment, as well as any anticipated returns or benefits.

(l) Subscriber fully understands that the proceeds from this Offering will be used for the purchase of real property and general working capital of the Company associated thereto.

(m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber, individually or collectively, shall have no liability of any type for any disputes or problems with the Company or its Securities, including but not limited to misrepresentations, omissions, failure of performance, or fraud by the Company in its Offering disclosures and information, as well as any postings or communications, or by any user(s) posting on the Offering, and any incomplete or lack of or mistakes in due diligence provided or conducted by the funding platform, portal, any syndicate unconditionally represents and agrees that the escrow agent, Prime Trust, LLC as a technology provider and third-party service integrator, and Prime Trust, LLC as a back-office escrow service provider and, if Subscriber is not represented by a securities broker who is a syndicate member of this offering then JumpStart Securities, LLC acting as the Subscribers broker of record for this investment (meaning Subscriber is deemed to be a customer of JumpStart Securities, LLCand provide the firm with required Know Your Customer information), have not, either individually or collectively, regardless of actions or inactions, provided any investment advice to either Subscriber or Company, nor have any of them in any manner, however construed, recommended or endorsed either the Offering or the purchase of Securities. Subscriber hereby agrees that they have conducted their own due diligence to their satisfaction and are making the investment on a self-directed basis and that Prime Trust, LLC and JumpStart Securities, LLC, member, or any third-party service provider, including that which could have reasonably been known. (o) Subscriber is aware that the Securities are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. (p) Subscriber understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE

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OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

(q) In addition, any certificates, if issued, representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (r) Subscriber understands and agrees that all investor ownership records are maintained in “book entry” form. As such Subscribers ownership will not be represented by a physical certificate but, instead, be maintained on the books and records of the Company either directly or by its appointed transfer agent(s) and registrar(s). Subscriber will be sent a confirmation by email as evidence of their Subscription and, upon a sale of securities (as defined below), another email as confirmation of their ownership of the securities being acquired hereby. The parties also agree that the Company (and any of its appointed transfer agents or registrars) may deem and treat the person in whose name any of the Securities shall be registered on the books of the Company as the absolute owner for purposes of receiving notices of any nature, including legal, corporate and tax matters, and the payment of any dividends, interest or other distributions, and for all purposes. (s) Because of the restrictions imposed on resale, Subscriber understands that the Company shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company’s intention to do so. Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (t) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (u) Subscriber represents and warrants that (i) Subscriber is able to bear the economic, emotional and other risks of an investment in the Securities and to afford the complete loss of the investment, as well as any anticipated returns or benefits; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with, or knowledge of the Company of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (v) Subscriber further represents that the address set forth below is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for Subscriber’s own account and not, in whole or in part, for the account of any other person; and that Subscriber is purchasing the Securities for investment and not with a view to resale or distribution. (w) Subscriber understands that the Company shall have the unconditional right to accept, reject or rescind this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s funds) until it is binding. This Subscription Agreement is not binding upon the Company or

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Subscriber until securities are considered sold (which is defined as the date that the Subscribers participation becomes irrevocable). In the event that Subscribers participation in the Offering is rescinded, whether by the Company or by the Subscriber, then Subscriber’s funds will be returned without interest thereon or deduction therefrom. (x) Subscriber has not been furnished with any representations or information in connection with the Offering that is contradictory to that which is disclosed in the PPM. (y) No representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities, Subscriber is not relying upon any representations other than those contained in this Subscription Agreement.

3. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants to Subscriber as follows: (a) The Company will be duly organized and will validly exist as a limited liability company in good standing under the laws of the state of its formation and in each jurisdiction, as and when required, where the Company does business. (b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement. (c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement. This Subscription Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(d) With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and will upon request furnish to Subscriber a copy of any disclosures provided thereunder.

(e) The Company will notify the Subscriber and the Placement Agent in writing, prior to

the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

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(f) The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. 4. Indemnification. To the fullest extent permissible by law, Subscriber agrees to indemnify and hold harmless the Company, its shareholders, officers, directors, employees, promissory noteholders (if applicable) and affiliates, and any person acting on behalf of the Company, from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys’ fees and court costs) which any of them may incur by reason of the failure by Subscriber to fulfill any of the terms and conditions of this Subscription Agreement, or by reason of any breach of the representations and warranties made by Subscriber herein, or in any other document provided by Subscriber to the Company. All representations, warranties and covenants of each of Subscriber and the Company contained herein shall survive the acceptance of this subscription. Furthermore, to the fullest extent permissible by law, Subscriber hereby agrees to indemnify and hold harmless the escrow trustee, the software tools and technology provider (Prime Trust, LLC) and the escrow and limited backoffice securities services provider (Prime Trust, LLC) and their shareholders, officers, directors, employees and affiliates, and any person acting on their behalf, from and against any and all damages, losses, liability, cost and expense (including reasonable attorney’s fees and court costs) which may arise from any dispute(s) or problem(s) which arise between Subscriber and the Company regardless of the nature or cause of such problems or events (including, but not limited to, misrepresentations, omissions, failures of disclosure, inaccurate or incomplete due diligence, and/or fraud). 5. Offering Fees. The Company is paying for various services to multiple parties in conjunction with this Offering. These fees may include, but are not limited to legal, accounting, consulting, escrow, compliance, technology (e.g. transaction processing, software licenses, hosting and other service costs) securities brokerage, sales, and marketing. Some fees are incurred on a non-refundable basis (e.g. legal, accounting, hosting, escrow, compliance, marketing, etc), whereas other fees are only incurred on the success, in part or in whole, of the Offering (e.g. broker selling, underwriting, Form D filings, and other fees). Furthermore, the success of the offering will create certain new ongoing costs related to filing any required periodic regulatory reports, as well as investor relations, payment processing (if any), legal and accounting. 6. Securities Sold Date and Rescission Rights. Subscriber acknowledges and agrees that signing this Agreement and sending funds to escrow does not constitute a purchase of any Securities offered hereunder. The actual purchase of securities, and ownership thereof, does not occur until the Securities are sold; the definition of which is the date that Subscribers commitment becomes irrevocable (“Securities Sold Date”). The Securities Sold Date will occur once the Offering has achieved the minimum raise as disclosed in the PPM, upon which Subscriber will then be deemed to be an owner of the Securities and the escrow agent will release funds to the Company. The Securities Sold Date may occur at any time after the condition of the minimum raise is met, with no advance notice provided to Subscriber. Until the Securities Sold Date this Subscription Agreement, and the commitment made hereby, may be cancelled (“rescinded”) at any time by either Subscriber or Company, with no reason required. When a commitment is rescinded then Subscribers funds will be returned to them from escrow, with no interest paid and no fees deducted. 7. Escrow Agent.

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Escrow will be held by and at an FDIC insured bank in compliance with SEC Rule 15c2-4, with funds released to the Company upon reaching the milestone(s) described in the Offering. In the event that the Company does not reach at least the Minimum Amount then securities will not be sold to investors pursuant to this offering and all funds will be returned to investors from escrow. There will be no interest or other investment proceeds attributable or accruing to the benefit of either Subscriber or Company on any funds held in the escrow account. All parties recognize and agree that the funds are held in an FDIC insured account for this specific offering on a commingled basis, with each Subscribers portion recorded on a separate ledger maintained by the escrow agent and by the Prime Trust, LLC back-office. Both Subscriber and Company agree and acknowledge that the escrow trustee (“Escrow Agent”) and the bank where the account is held are acting in a passive, administerial capacity only and have not in any way conducted due diligence on or reviewed or endorsed the Offering or the Securities, and are not in any way liable for any problems or disputes arising between Subscriber and Company, or any other party. These funds are the property of Subscribers, not the Company, until such time as the minimum Offering conditions are met and securities are sold, at which time funds will be released to the Company. Until securities are sold the Company may not use or encumber the funds in any way, and the Escrow Agent shall hold them as trustee on behalf of the Subscribers in a single, commingled deposit account for the offering. This account, and the funds contained therein, are treated no differently than any other deposit account at the bank, and may be used by the bank in the same manner as it does with all other deposits, with any investment gains or proceeds inuring exclusively for the Escrow Agent’s benefit and will not be shared or accrued to the benefit either the Company or Subscribers whose funds are on deposit in the escrow account. Furthermore, Subscriber agrees that Prime Trust, LLC, which is providing certain back-office accounting and operational services shall be the primary and sole point of contact for any questions that Subscriber may have regarding the escrow and any funds contained therein. 8. PATRIOT ACT RIDER. The Subscriber hereby represents and warrants that Subscriber is not, nor is it acting as an agent, representative, intermediary or nominee for any person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, the Subscriber has complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. 9. Electronic Signature and Communications Notice and Consent. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Agreements’ electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Agreement will be available to both Subscriber and Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible on the Prime Trust software tools platform and hosting provider, including backups. Each of Subscriber and Company hereby consents and agrees that electronically signing this Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between Subscriber and Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding and such

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transaction shall be considered authorized by you. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement you consent to be legally bound by this Agreement's terms and conditions. Furthermore, each of Subscriber and Company hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in the vesting information below or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipients change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire. Your Consent is Hereby Given: By signing this Agreement electronically, you are explicitly agreeing to receive documents electronically including your copy of this signed Agreement as well as ongoing disclosures, communications and notices. 10. Forward Looking Statements. Certain of the statements set forth in this Subscription Agreement and related offering disclosures and materials constitute forward-looking statements. All statements other than statements of historical facts contained in this Subscription Agreement and related offering disclosures and materials, including statements regarding our future results of operations and financial position, business strategy, customer lists, business relationships, contracts, plans and prospects, projected revenue or costs, and objectives of management for sales, technology, intellectual property, products and services, or operations are forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate,” “project,” “intend,” “forecast,” “potential,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or words or expressions of similar meaning. All such forward-looking statements involve significant risks and uncertainties, including, but not limited to, statements regarding:

• the research and development, technology development and maintenance, patents and other intellectual property, marketing and sales efforts of the Company;

• the effect of competition and proprietary rights of third parties; • the availability of additional financing for the Company; • the effects of existing and future federal, state and foreign laws and regulations; • the seeking of joint development, licensing or distribution and collaboration and marketing

arrangements with third parties; and, • the period of time for which the proceeds of this Offering will enable the Company to fund its

operations. And as more fully described in Section 12 of this Subscription Agreement under the heading “Risk Disclosures and Factors,” many important factors affect our ability to achieve our stated, desired goals and objectives and to develop and commercialize any aspect of our business, including product and services, and the selling to customers thereof, including, among other things, our ability to:

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• obtain substantial additional funds; • obtain and maintain all necessary patents or licenses; • demonstrate the safety and efficacy of our product(s) and service(s) at each stage of

development; • meet applicable legal and/or regulatory standards and receive any and all required approvals; • meet obligations and required milestones under agreements; • be capable of manufacturing and distributing products or delivering services in commercial

quantities at reasonable cost; and, • compete against other businesses and to market our products and services in an effective and

profitable manner. Therefore, prospective investors are cautioned that there can be no assurance that the forward-looking statements included in this Subscription Agreement and associated offering disclosures and materials will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation or warranty by the Company or any other person that the objectives and plans of the Company will be achieved in any specified time frame, if at all. Except to the extent required by applicable laws or rules, the Company does not undertake any obligation to update any forward-looking statements or to announce revisions to any of the forward-looking statements. 11. NASAA Uniform Legend. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN REVIEWED, RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSIONS OR REGULATORY AUTHORITY. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS SUBSCRIPTION AGREEMENT AND RELATED OFFERING DISCLOSURES AND MATERIALS ARE INTENDED TO FURNISH INFORMATION SOLELY TO ACCREDITED INVESTORS REGARDING AN INVESTMENT IN THE SECURITIES. WE WILL NOT SELL THE SECURITIES IN THIS OFFERING TO ANY PERSON WHO DOES NOT COMPLY WITH THESE REQUIREMENTS. 12. Risk Disclosures and Factors.

An investment in the Company is extremely speculative and illiquid, involves a high degree of risk, including the risk of a loss of your entire investment, and is therefore not suitable for all investors. You should carefully consider the risks described below, together with all of the other information included in this offering memorandum, before making an investment decision with regard to our securities. The statements contained in or incorporated into our offering material that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The value of our securities could decline, and you may lose all or part of your investment as well as any anticipated returns or benefits.

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It is not possible to foresee all risks that may affect us. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospects. If any of the following risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of our Securities could decline, and you could lose all or a substantial portion of the money that you pay for our Securities, as well as any anticipated returns or benefits. You should carefully consider the risks and uncertainties described below and the other information contained in the offering memorandum before purchasing our Securities.

Risks Related to Our Financial Condition and Operations

We may need additional funding in the future which may not be available on acceptable terms, or at all, and, if available, may result in dilution to our stockholders.

We may encounter unforeseen difficulties with our business or operations in the future that may deplete our capital resources more rapidly than anticipated. Based on currently available information, we believe that our existing cash and cash equivalents together with expected cash flows from rental income and other potential sources of cash flow will be sufficient to enable us to continue our business operations at current levels. However, our projections of future cash needs and cash flows may differ from actual results. If current cash on hand and cash that may be generated from rental income are insufficient to satisfy our liquidity requirements, we may seek to sell equity or debt securities or obtain loans from various financial institutions or other persons where possible. The sale of additional equity securities or securities convertible into or exercisable for equity securities could result in dilution to our stockholders. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available, if needed, on favorable terms or at all. We can also give no assurance that we will have sufficient funds to repay our outstanding indebtedness. If we cannot obtain such funding if needed or if we cannot sufficiently reduce operating expenses, we would need to curtail or cease some or all of our operations and you may lose your entire investment.

Our ability to implement our business plan and meet long term objectives may be dependent upon our ability to raise additional financing through: public equity financings, the availability of cash flows and leverage metrics to obtain public or private debt financing or credit, including but not limited to convertible or other notes, or we may pursue any other alternative sources of financing, including but not limited to selling additional equity securities to fund our long-term operations that management deems necessary. There is no assurance that we will be able to obtain sufficient external and/or internal funds, on terms acceptable to us, in a sufficient amount or at all. If adequate additional funding is not available, we may be forced to limit our activities which may substantially affect our ability to continue operations as a Company. In addition, any additional issuances of securities to obtain such funds, subject to previous terms and agreements, may dilute the percentage ownership of our shareholders, and may reduce the price of any issued or proposed stock. The inability to secure the necessary capital on acceptable terms may have a material and adverse effect on the financial condition and viability of the Company. An economic downturn could result in reduced sales and lower revenues and profitability.

The leasing at our properties may be affected by negative trends in the general economy that adversely affect consumer spending. Any reduction in consumer confidence or disposable income in general may affect companies in related or other retail industries more significantly than companies in industries that rely less on discretionary consumer spending.

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Our insurance coverage may not be adequate if a catastrophic event occurred. While management attempts to obtain, and believes it presently has, reasonable policy

limits of property, casualty, liability, and business interruption insurance, including coverage for acts of terrorism, with financially sound insurers, we cannot guarantee that our policy limits for property, casualty, liability, and business interruption insurance currently in force, including coverage for acts of terrorism, would be adequate should a catastrophic event occur related to our property, equipment, or product, or that our insurers would have adequate financial resources to sufficiently or fully pay our related claims or damages. Once our coverage expires, we cannot guarantee that adequate coverage limits will be available, offered at reasonable costs, or offered by insurers with sufficient financial soundness. The occurrence of such an incident or incidents affecting any one or more of our speedway facilities could have a materially adverse effect on our financial position and future results of operations if asset damage and/or company liability was to exceed insurance coverage limits or if an insurer was unable to sufficiently or fully pay our related claims or damages which may significantly impair our ability to obtain such insurance coverage in the future. We rely upon one product offering.

This lack of diversification could make us vulnerable to changes in industry fundamentals

and adverse industry developments. At this time, we intend to only bring to market medical real estate for lease. This lack of diversification in our business operations may expose us to significant risks and volatility within our operating and profitability metrics. Any significant changes within the market, industry, competition, or demand for the products, industries may have a material and adverse effect on the financial condition and viability of our Company. A change in the application of the tax laws of various jurisdictions could result in an increase to our worldwide effective tax rate and a change in how we operate our business.

The application of the tax laws of various jurisdictions, including the United States, to our

contemplated international business activities is subject to interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine that the manner in which we intend to operate our business is not consistent with the manner in which we report our income to the jurisdictions, which could increase our worldwide effective tax rate and harm our financial position and results of operations. Regulations limit our activities and may potentially subject us to significant penalties.

The securities and financial services industry is subject to extensive regulation by governmental and self-regulatory organizations in the United States and in virtually all other jurisdictions in which it operates around the world. The requirements imposed by our regulators are designed to ensure the integrity of the financial markets and to protect clients and other third parties that deal with us and are not designed to protect our members. Consequently, these regulations often serve to limit our activities, through avenues including net capital, client protection and market conduct requirements. We face the risk of significant intervention by regulatory authorities, including extended investigation and surveillance activity, adoption of costly or restrictive new regulations and judicial or administrative proceedings that may result in substantial penalties. Among other things, we could be fined or prohibited from engaging in some of our business activities. Securities may be purchased by related parties to the Company.

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The Company and its officers, directors, and affiliates may purchase securities in this

Offering. Investors in this Offering should understand and recognize that not all subscribers may have made an independent investment decision and certain subscribers may be related parties of the Company. We have not retained independent professionals for subscribers.

We have not retained any independent professionals to review, perform due diligence, or

comment on this Offering or otherwise protect the interests of the subscribers hereunder. Although we have retained our own counsel and receive certain back-office services, including escrow and accounting, from a securities broker, neither such firm nor any other firm, including the securities broker, has made any independent examination of any factual matters represented by management herein, and purchasers of the securities offered hereby should not rely on the firm so retained with respect to any matters herein described. The Securities will not be registered, and no one has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of the offering.

No governmental agency has reviewed the offerings posted on this Site and no state or federal

agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Investors to be made to the Company in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by the Company in selling the securities might not be available and substantial liability to the Company would result under applicable securities laws for rescission and/or damages.

There is no public trading market for the securities, and none may develop. The securities sold in this offering are restricted and not freely transferable.

There has been no public or private market for the Company’s securities, and there can be no

assurance that any such market would develop in the foreseeable future. There is, therefore, no assurance that the securities can be resold at all, or near the offering price. You hereby represent that you are acquiring such securities for investment and not with a view to distribution or resale, that you understand that the securities are not freely transferable and, in any event, that you must bear the economic risk of an investment in the securities for an indefinite period of time because the securities have not been registered under the Act or applicable state Blue Sky or securities laws. The securities cannot be resold unless they are subsequently registered or an exemption from registration is available.

There is no active trading market for the securities being offered and no market may develop in the foreseeable future for any of such securities. Further, there can be no assurance that the Company will ever consummate a public offering of any of the Company’s securities. Accordingly, investors must bear the economic risk of an investment in the securities for an indefinite period of time. Even if an active market develops for such securities, Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, for resales of securities acquired in a non-public offering without having to satisfy such registration requirements, a six-month holding period following acquisition of and payment in full for such securities assuming the issuer of such securities has filed periodic reports with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for a period of 90 days prior to the proposed sale. If the issuer of such securities has not made such filings, such securities will be subject to a one-year holding period before

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they can be resold under Rule 144. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability.

Accordingly, you should be prepared to hold the securities acquired in this offering indefinitely and cannot expect to be able to liquidate any or all of your investment even in case of an emergency. In addition, any proposed transfer must comply with restrictions on transfer imposed by the Company and by federal and state securities laws. The Company may permit the transfer of such securities out of a subscriber’s name only when his or her request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state securities or “blue sky” laws. THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL EVER FILE A REGISTRATION STATEMENT TO REGISTER SUCH SECURITIES, THAT SUCH REGISTRATION STATEMENT WILL BECOME EFFECTIVE, OR THAT ONCE EFFECTIVE, SUCH EFFECTIVENESS WILL BE MAINTAINED. NOR CAN THERE BE ANY ASSURANCE THAT ANY SECONDARY MARKET FOR THE SECURITIES ACQUIRED HEREUNDER WILL EVER DEVELOP OR, IF ONE DOES, THAT IT WILL BE MAINTAINED AND AVAILABLE. The Company does not have audited financial statements nor is it required to provide investors with any annual audited financial statements or quarterly unaudited financial statements.

The Company does not have audited financial statements or audited balance sheets reviewed

by outside auditors. In addition, the Company is not required to provide investors in the offering with financial information concerning the Company to which the investors may use in analyzing an investment in the Company. Therefore, your decision to make an investment in the Company must be based upon the information provided to the investors in its private placement documents without audited or CPA reviewed financial statement information and therefore, the limited information provided herewith with which investors will make an investment decision may not completely or accurately represent the financial condition of the Company. Furthermore, as a non-reporting SEC company, the Company is not required to provide you with annual audited financial statements or quarterly unaudited financial statements.

Risks Related to Our Securities

The availability of shares for sale in the future could reduce the market price of our securities.

In the future, we may issue securities to raise cash for operations and acquisitions real property. We have, and in the future may, issue securities convertible into some type of equity in the Company. Any of these events may dilute stockholders' ownership interests in our company and have an adverse impact on the price of our securities. In addition, sales of a substantial amount of our securities in the public market, or the perception that these sales may occur, could reduce the market price of our securities. This could also impair our ability to raise additional capital through the sale of our securities. Any actual or anticipated sales of shares by our stockholders may cause the trading price of our securities to decline.

We may fail to meet financial or operational expectations because of fluctuations in quarterly operating results, which could cause the price of our securities to decline.

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Our revenues and operating results may fluctuate significantly from quarter to quarter in the future. It is possible that in future periods, revenues could fall below the expectations of securities analysts or investors, which could cause the value of our securities to decline.

Raising funds by issuing equity or debt securities could dilute the value of outstanding equity securities and impose restrictions on our working capital.

If we were to raise additional capital by issuing equity securities, the value of any then outstanding securities would likely be reduced, unless the additional equity securities were issued at a price equal to or greater than the market value of the securities at the time of issuance of the new securities. If the additional equity securities were issued at a per share price less than the per share value of the outstanding shares, then all of the outstanding shares would suffer a dilution in value with the issuance of such additional shares. Further, the issuance of debt securities in order to obtain additional funds may impose restrictions on our operations and may impair our working capital as we service any such debt obligations. We are a recently formed company with limited operating history or results of operations.

We are a recently formed development stage or “start-up” company with limited history of

operations and an unproven business model and management team, which makes it difficult to effectively assess our future prospects.

Accordingly, you should consider our prospects in light of the costs, uncertainties, delays and

difficulties frequently encountered by companies in the early stages of development. Potential investors should carefully consider the risks and uncertainties that a new company with a limited operating history will face. In particular, potential investors should consider that there is a significant risk that we will not be able to:

• successfully expand our business in the Unites States; • implement or execute our current business plan, or that our business plan is sound; • maintain our anticipated management and advisory team; • hire competent, qualified or other needed employees and/or contractors to properly execute

our plans; • raise sufficient funds in the capital markets to effectuate our business plan; and/or • control our development costs.

If we cannot execute any one of the foregoing, our business may fail, in which case you would lose the entire amount of your investment in the Company.

The Company has limited operating history upon which you can base your investment

decision. The Company was organized on August 12, 2019 and is a recently formed company. To date,

the Company has generated no revenues. It also has limited operating history upon which you can evaluate its business strategy or future prospects.

Investments in small businesses such as the Company are highly speculative and risky so only investors that can bear the complete loss of their investment should invest in the Securities.

Small businesses may depend heavily upon a single customer, supplier, or employee whose departure would seriously damage the Company’s profitability. The demand for the Company’s product may be seasonal or be impacted by the overall economy, or the Company could face other risks that are specific to its industry or type of business. The Company may also have a hard time

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competing against larger companies who can negotiate for better prices from suppliers, produce goods and services on a large scale more economically, or take advantage of bigger marketing budgets. Furthermore, a small business could face risks from lawsuits, governmental regulations, and other potential impediments to growth. The "all or none" nature of the offering means that the Company may not be able to consummate this offering.

Our securities are being offered hereby on an “all-or-none” basis with respect to the minimum amount. If we are unable to raise the minimum amount, we will not be able to close the offering and sell securities to you. There can be no assurance the minimum amount will be raised or, if so, that any additional securities will be sold. If the Company is unable to raise the minimum amount, you will be unable to invest in the offering of securities and your entire investment will be returned to you.

The Offering is a “reasonable best efforts” with no firm commitment.

The Company will use its reasonable best efforts to raise proceeds from the Offering meaning that there is no assurance that any or all of the Offering will be successfully completed. The Company may raise insufficient capital to develop the business and, as a result, investor may lose of their money.

State and federal securities laws.

This Offering has not been registered under the Securities Act in reliance, among other exemptions, on the exemptive provisions of Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that this Offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. If, and to the extent that, claims or suits for rescission are brought and successfully concluded for failure to register this Offering or other offerings or for acts or omissions constituting offenses under the Securities Act, the Securities Exchange Act of 1934, or applicable state securities laws, the Company could be materially adversely affected, jeopardizing our ability to operate successfully. Furthermore, the human and capital resources of the Company could be adversely affected by the need to defend actions under these laws, even if the Company is ultimately successful in its defense.

The securities will have restrictions on transferability; there is no public trading market for the Securities and one may never develop or, if it does, it may not be maintained of available to you.

Transfer of the Securities is subject to restrictions on transfer. There is currently no public

trading market for the Securities and it is not anticipated that any such public market will develop in the foreseeable future. In particular, none of our Securities will be registered under any federal or state securities law, and the Securities are being offered and sold in this Offering in reliance upon exemptions from the registration requirements of those laws. Those exemptions require that the Securities be purchased for investment purposes only, and not with a current view toward their distribution or resale. Unless the Securities are subsequently registered with the Securities and Exchange Commission and any required state securities authorities, or appropriate exemptions from registration are available, you may be unable to liquidate your investment in the Company – even if your financial condition makes such liquidation necessary. In addition, none of our Securities will likely be readily acceptable as collateral for loans. Accordingly, prospective investors who require

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liquidity in their investments should not invest in the Securities. An investment in the Securities should only be made by those who can afford the loss of their entire investment.

The terms of this Offering have been arbitrarily determined.

If you purchase the Securities in this Offering you acknowledge and agree that you are paying a price that was not established in a competitive market, nor by professional valuation consultants. Rather, you are paying a price that was arbitrarily determined by the Company and its advisers. The Offering price for the Securities may bear no relationship to our assets, book value, contracts, intellectual property, customer lists, third-party relationships, historical results of operations or any other established criterion of value, and may not be indicative of the fair value of the securities. The trading price, if any, of the Securities that may prevail in any market that may develop in the future, for which there can be no assurance, may be higher or lower than the price you pay.

There can be no assurance of a resale registration or any other liquidity event.

An investment in the Securities may offer the opportunity for gains, but such investment

involves a very high degree of business and financial risk that can result in substantial or even complete losses of both the money you invested and any expected returns or benefits. No assurance can be given that a resale registration or other liquidity event will be consummated or that, if consummated, it would result in increased value of the Securities.

Upon dissolution of the Company, you may not recoup all or any portion of your investment.

In the event of a liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the proceeds and/or assets of the Company remaining after giving effect to such transaction, and the payment of all of our debts and liabilities will be distributed to our members on a pro rata basis. There can be no assurance that we will have available assets to pay to our members, or any amounts, upon such a liquidation, dissolution or winding-up of our Company. In this event, you could lose some or all of your investment. The Company is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies. The Company does not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and its financial controls reflect its status as a small, non-public company. The Company does not have the internal infrastructure necessary to complete an attestation about its financial controls that may be required under Section 404 of the Sarbanes Oxley Act of 2002. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial controls. If it were necessary to implement such financial controls, the cost to the Company of such compliance could be substantial and would have a material adverse effect on the Company’s results of operations. 13. Miscellaneous. (a) Subscriber agrees not to transfer or assign this Subscription Agreement or any of Subscriber’s interest herein and further agrees that the transfer or assignment of the Securities acquired pursuant hereto shall be made only in accordance with all applicable laws.

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(b) Subscriber agrees that Subscriber cannot cancel, terminate, or revoke this Subscription Agreement or any agreement of Subscriber made hereunder after the Securities Sold Date, and this Subscription Agreement shall survive the death or legal disability of Subscriber and shall be binding upon Subscriber’s heirs, executors, administrators, successors, and permitted assigns. (c) Subscriber has read and has accurately completed this entire Subscription Agreement. (d) This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a written execution by all parties. (e) Subscriber acknowledges that they haves been advised to consult with their own attorney regarding this subscription and Subscriber has done so to the extent that Subscriber deems appropriate. (f) Any notice or other document required or permitted to be given or delivered to Subscriber shall be in writing and sent by email, as agreed in Section 9 above.

If to the Company, at the email address listed in in the PPM. If to the Subscriber, at the email address listed in the “Vesting” section of the signature area below or such other address as either party shall have specified to the other party in

writing.

(g) Failure of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and Subscriber, or otherwise, or delay by the Company in exercising such right or remedy, will not operate as a waiver thereof. No waiver by the Company will be effective unless and until it is in writing and signed by the Company.

(h) Binding Arbitration, Applicable Law and Venue, Attorneys Fees. - This Agreement is

governed by and will be interpreted and enforced in accordance with the laws of the State of Georgia, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the American Arbitration Association, with venue in Fulton County in the state of Georgia. Each of Subscriber and Company consents to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. In the event of any dispute among the parties, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees, and the decision of the arbitrator shall be final, binding and enforceable in any court. Furthermore, Subscriber and Company hereby agree that any dispute brought by any party, including the Subscriber or Company, against either the escrow agent or any broker or person who is registered with the SEC and a member of FINRA may only be brought in arbitration, pursuant to the rules of the Financial Industry Regulatory Authority (“FINRA”), with venue in the city of New York in the state of New York, and any such action(s) may not be joined or otherwise integrated or incorporated into any other action(s) against any other party/Parties, including but not limited to those against the Company.

(i) Entire Agreement, Severability and Force Majeure - This Agreement contains the

entire agreement between Subscriber and Company regarding the Offering. Furthermore, no party shall be responsible for any failure to perform due to unforeseen circumstances.

(j) If any provision of this Subscription Agreement is held to be invalid or unenforceable

under any applicable statute or rule of law, then such provision shall be deemed modified to conform

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with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provisions hereof.

(k) The parties understand and agree that money damages would not be a sufficient

remedy for any breach of the Subscription Agreement by the Company or Subscriber and that the party against which such breach is committed shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by either party of the Subscription Agreement but shall be in addition to all other remedies available at law or equity to the party against which such breach is committed.

(l) All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, singular or plural, as identity of the person or persons may require. (m) This Subscription Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (n) It is expressly agreed that it is the will of both the Subscriber and Company that this Agreement, as well as and all future communications and notices have been drawn up in English.

(o) Subscriber hereby acknowledges and agrees that Prime Trust, LLC and JumpStart Securities, LLC are each a third-party beneficiary of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year first written above. Subscriber Investment Commitment: $ =

Class A Membership Units. For the Offering of Securities as described in the PPM ($$1,000 per unit – 100,000 minimum)

FOR LLC OR CORPORATION Subscriber Vesting Information: Subscriber: Company: OrbVest Old Milton Medical 25

Buildings, LLC E-Mail: By: OrbVest US, Inc., its Manager ___________________________________

___________________________________

By: By: Machiel Lucas Its: Its: Authorized Representative

FOR SELF-DIRECTED IRA (Titled directly to the IRA)

Subscriber Vesting Information: Subscriber: [Custodian], Custodian FBO

[Account Holder’s Name] IRA Company: OrbVest Old Milton Medical 25

Buildings, LLC E-Mail: By: OrbVest, Inc., its Manager ___________________________________

___________________________________

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By: By: Machiel Lucas Its: Its: Authorized Representative


EXHIBIT C – FINANCIAL PROJECTIONS

Deal Projection

Year 0Year 1

Year 2Year 3

Year 4Year 5

Participation shares4,651,200

Cornerstone Investors9,500,000

Partner Contribution744,800

Senior Loan32,139,000

Ground Lease

16,000,000

Partner Acquisition Fee‐

ORB Due Diligence Fee (%

of Equity Raised) (850,000)

Parking Deck Development Cost

(5,000,000)

Tenant Installation Reserve(6,000,000)

Leasing Commission Reserve

(1,600,000)

Interest reserve(4,100,000)

Property Renovations(6,700,000)

TI Spent to date(8,470,000)

Previous Closing Costs and Extentions(4,380,000)

Structure Cost(185,000)

Closing Fees(1,750,000)

Purchase price(24,000,000)

Project Cash flow2,444,529

3,598,334

3,978,852

4,286,660

4,354,980

Finance repayment

(1,564,589)

(2,160,634)

(2,202,425)

(2,202,425)

(2,202,425)

Cellular Asset Manager

(36,720)

(37,822)

(38,956)

(40,125)

(41,329)

Sale Value net of cost57,081,647

Finance settlement

(29,352,484)

Distribution to Partner(42,161)

(66,841)

(72,979)

(82,178)

(828,991)

Distribution to Cornerstone(537,768)

(852,561)

(930,848)

(1,048,185)

(19,399,941)

Above hurdle incentive‐

(67,986)

(299,594)

(431,824)

(2,464,311)

Available for distribution (Before Tax)‐

263,291

412,491

434,050

481,923

7,147,147

Cash on Cash Return (Before Tax)5.7%

8.9%9.3%

10.4%153.7%


EXHIBIT D – LEGAL DESCRIPTIONS Subject to confirmation

OrbVest Old Milton Medical 25, 3333 Old Milton Parkway, Alpharetta GA 30009

CONFIDENTIAL PRIVATE OFFERING …...CONFIDENTIAL PRIVATE OFFERING MEMORANDUM ii Price to Investors...

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