CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Virtua · PDF fileCONFIDENTIAL PRIVATE PLACEMENT...

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

Virtua 99th Loan, LLC, an Arizona limited liability company (the “Company”)

Vantage Point Consulting, LLC, Manager of the Company (the “Company Manager”)

17242 W. Watkins St., Goodyear, AZ 85338

Total Offering Amount: $2,250,000

November 7, 2016

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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF

VIRTUA 99TH LOAN, LLC

This Confidential Private Placement Memorandum (“PPM”) of Virtua 99th Loan, LLC, an Arizona limited liability company (the “Company”), incorporates by reference the Confidential Private Placement Memorandum for Virtua 99th Holdings, LLC dated October 7, 2016, as supplemented by a first Supplement To Confidential Private Placement Memorandum dated October 12, 2016, and the 2nd Supplement to the Confidential Private Placement Memorandum of Virtua 99th Holdings, LLC dated November 7, 2016 (jointly the “Memorandum”). This PPM is being furnished to prospective investors on a confidential basis for consideration in connection with a potential investment in the Company. The information contained herein is integral to a decision as to whether to invest in the Company, and accordingly, prospective investors should review both this PPM and the Memorandum prior to making an investment in the Company. To the extent that the information contained in this PPM is inconsistent with the Memorandum, this PPM shall supersede the information contained in the 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 SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED THE MERITS OF, THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PPM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SEC UNDER THE SECURITIES ACT OF 1933 (“1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH STATE LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THESE SECURITIES, NOR IS IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, INVESTORS MUST EXPECT TO RETAIN OWNERSHIP OF THE SECURITIES AND BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD.

IN ADDITION, THE OPERATING AGREEMENT OF THE COMPANY (THE “COMPANY OPERATING AGREEMENT”) CONTAINS RESTRICTIONS ON TRANSFER AND RESALE OF THE SECURITIES OFFERED HEREBY.

THIS PPM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION.

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS PPM AND THE MEMORANDUM. NO INVESTOR SHOULD CONSIDER OR RELY UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN OR THE IN THE MEMORANDUM, AS NO SUCH EXTRANEOUS REPRESENTATION OR WARRANTY HAS BEEN AUTHORIZED BY THE COMPANY, THE MANAGER OR ANY MEMBERS OR

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AFFILIATES THEREOF. FURTHERMORE, IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE COMPANY OPERATING AGREEMENT ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS PPM OR THE MEMORANDUM, THE COMPANY OPERATING AGREEMENT WILL CONTROL.

PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE COMPANY, ITS AFFILIATES AND ITS BUSINESS AND OPERATIONS. THE CONTENTS OF THIS PPM ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT.

THIS PPM IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE OFFEREE HEREOF. DELIVERY OF THIS PPM TO ANYONE OTHER THAN THE OFFEREE OR SUCH OFFEREE’S ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS PPM, IN WHOLE OR IN PART, OR ANY ATTEMPT TO DIVULGE ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. THE DELIVERY OF THIS PPM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF.

THIS PPM DOES NOT UPDATE ANY OF THE INFORMATION CONTAINED IN THE MEMORANDUM AS OF THE DATE HEREOF, OTHER THAN ITEMS SPECIFICALLY REFERENCED IN THIS PPM. THE UNAFFECTED PORTIONS OF THE MEMORANDUM SHALL CONTINUE TO BE EFFECTIVE AS OF THE ORIGINAL DATE OF THE MEMORANDUM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE EXTENT DISCLOSURE WOULD NOT VIOLATE FEDERAL OR STATE SECURITIES OR OTHER APPLICABLE LAWS, EACH OFFEREE (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF SUCH OFFEREE) IS AUTHORIZED TO DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE “TAX TREATMENT” AND “TAX STRUCTURE” (WITHIN THE MEANING SECTION 6011 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER) OF THE COMPANY AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO SUCH OFFEREE RELATING TO SUCH TAX TREATMENT OR TAX STRUCTURE, EXCEPT THAT, WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM THAT CONTAINS INFORMATION CONCERNING THE TAX TREATMENT OR TAX STRUCTURE OF THE COMPANY AS WELL AS OTHER INFORMATION, THIS AUTHORIZATION SHALL ONLY APPLY TO THE PORTIONS OF SUCH DOCUMENT OR SIMILAR ITEM THAT RELATE TO THE TAX STRUCTURE OR TAX TREATMENT OF THE COMPANY.

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Introduction Attached as Exhibit A is the Memorandum made available to potential subscribers to equity membership in Virtua 99th Holdings, LLC (“VH99”). VH99 is concurrently seeking to raise $3,250,000 of equity for Virtua 99th, LLC (“Property Owner”) to acquire approximately 60 acres near the Northwest corner of Encanto Blvd. and 99th Ave. in Avondale, Arizona (the “Property”). The Memorandum details certain information related to the Property and that equity investment offering. The information in the Memorandum, including the risk factors listed in the Memorandum, is also relevant to the consideration of any decision to invest in the Company and should be read thoroughly. Property Owner intends to obtain a $2,250,000 loan secured by a first deed of trust on the Property (the “Loan”) and had anticipated that INCA Capital, LLC, or its affiliate (“INCA”), would make the Loan. INCA, however, recently declined to make the anticipated Loan. Property Owner now intends to obtain the Loan from Virtua 99th Loan, LLC (the “Company”). The Company is a new Arizona limited liability company which has been established expressly for the purpose of loaning $2,250,000 to Property Owner. The primary business purpose of the Company is to make the Loan to Property Owner, to collect monthly interest payments from Property Owner, and distribute those interest payments to investors in the Company, as well as distribute the principal payment to the Company’s investors upon repayment of the Loan. Terms of the Loan Although definitive terms of a loan between the Company and Property Owner have yet to be concluded, the Company expects to lend Property Owner a maximum principal amount of $2,250,000, and to have such a loan to be secured by a first deed of trust lien against the Property. It is expected that such a loan will have a one year term; provided, however, that such loan term and the date for maturity may be extended for a period of 90 days upon written request therefor given by Property Owner to the Company no later than 5 business days prior to the then maturity date and Property Owner remitting to the Company concurrently therewith a loan extension fee equal to 1% of the outstanding amount of the loan. It is further anticipated that such a loan will accrue simple interest at the fixed rate of 15% per annum (but such interest rate is subject to increase to 20% per annum in the event of a default under the loan by Property Owner). It is also expected that interest on such a loan will be paid monthly, with a balloon payment (i.e., “bullet amortization”) of remaining principal and interest due on the maturity date; moreover it is expected that loan principal may not be prepaid during the first 12 months of the loan term. Funds will be reserved by VH99 (on behalf of Property Owner) from the proceeds of the loan to be used to make the monthly interest payments. Investors in the Company are expected to receive monthly interest payments at a rate of 15% per annum (i.e., 1.25% per month) for the anticipated one-year term of the loan. Property Owner plans to sell or refinance the Property within a year of its acquisition. If the Property is not sold, or cannot be refinanced, by Property Owner during the anticipated one-year term of such a loan, then Property Owner will be subject to the risk that such a loan will be foreclosed by the Company, in which instance the investors in the Company could suffer a loss of their capital (whether in whole or in part) invested in the Company.

The loan is expected to have a 2% origination fee charged by Versant Commercial Brokerage Inc. (“Versant”). Versant is an affiliate of each of Virtua Partners LLC, Quyp Properties, LLC, VH99, Quynh Palomino, and Lloyd W. Kendall, Jr., each of which are expected to be managers and/or owners (whether direct or indirect) of Property Owner. Property Owner will also be obligated to pay the costs of formation of the Company and the management fees owed by the Company to the Company Manager, Vantage Point Consulting, LLC (“Vantage”), which costs will also be reserved from loan proceeds. Information on Vantage and its principals, and their ongoing relationships with Versant and its affiliates and

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principals, can be found in the attached Memorandum. Management fees due from the Company to Vantage, for Vantage’s services in acting as the manager of the Company, are expected to consist of a $25,000 set up fee, due on closing of the Property acquisition, and $1,000 per month thereafter for the life of the anticipated loan. Funds are expected to be reserved from the anticipated loan proceeds to pay the management fees to Vantage. The Company Manager is expected to distribute interest payments monthly, and principal upon the loan’s payoff, pro rata to investors in the Company proportionately to their investment in the Company. Assuming the Company will receive a first deed of trust on the Property, the Company and its investors should be repaid before any of the equity investors in VH99 can receive any distribution of funds from the Property. Vantage (described in the Memorandum), with assistance from Versant, is coordinating an assemblage of investors to fund the Company so that the Company can make the loan to Property Owner.

The loan commitment is not definitive. The identity of the lenders to Property Owner, and the terms and conditions of such loans, will be subject to change in the discretion of VH99 (as Property Owner’s sole managing member) depending on factors of funding availability and loan terms and conditions.

Company Structure

Investors in the Company are expected to have membership interests and voting rights proportionate to their investment in the Company, and also are expected to be entitled to distributions proportionate to their respective investments. The Company Manager (Vantage) will have no rights to participate in distributions, but is expected to be paid a $25,000 set up fee, and $1,000 management fee for the life of the loan. Property Owner is expected to be obligated to reimburse those fees to the Company, which will be effected by the reservation of funds from the anticipated loan proceeds for such payments. It is anticipated that Vantage, as the Company’s Manager, will manage the day to day operations of the Company, including making monthly distributions to its members, disbursing the principal payoff to members upon receipt, coordinating the preparation and filing of Company tax returns and distributing K-1s to the members, and engaging attorneys to collect the loan and file a foreclosure if necessary. The members of the Company may replace the Company Manager upon a majority vote of the membership interests.

Updated Schedules, Organizational Chart, Operating Agreement, and Subscription Agreement

A revised Organizational Chart is attached to this Supplement as Exhibit B, and a revised Schedule of Sources and Uses of funds and “Escrow Statement” is attached as Exhibit C. The Company Operating Agreement is attached as Exhibit D. A Subscription Agreement is attached as Exhibit E for investors’ use in applying to make an investment in the Company.

EXHIBIT A

Memorandum of VH99

Memorandum No. _____


VIRTUA 99TH HOLDINGS, LLC, an Arizona limited liability company

Quyp Development Services, LLC, Manager

Attn: Kathleen Robinson 17242 W. Watkins St. Goodyear, AZ 85338

[email protected] (602) 850-2010


October 7, 2016

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM VIRTUA 99TH HOLDINGS, LLC $3,250,000

TABLE OF CONTENTS

INTRODUCTION ................................................................................................................................. i

WARNING REGARDING FORWARD LOOKING STATEMENTS ............................................... iv

STATE NOTICE REQUIREMENTS ................................................................................................... v

EXECUTIVE SUMMARY .................................................................................................................. 1

TERMS OF THE OFFERING .............................................................................................................. 7

CAPITALIZATION OF THE COMPANY AND PROPERTY OWNER ........................................... 9

SUMMARY OF TERMS ................................................................................................................... 10

INVESTOR SUITABILITY ............................................................................................................... 19

ANTICIPATED USES OF COMPANY AND OFFERING PROCEEDS ......................................... 21

THE MANAGER ................................................................................................................................ 23

DISTRIBUTIONS AND COMPENSATION OF MANAGER AND SPONSORS .......................... 25

FIDUCIARY RESPONSIBILITY OF THE MANAGER .................................................................. 26

RISK FACTORS ................................................................................................................................ 27

CONFLICTS OF INTEREST ............................................................................................................. 39

LEGAL PROCEEDINGS ................................................................................................................... 43

INCOME TAX CONSIDERATIONS ................................................................................................ 44

ERISA CONSIDERATIONS ............................................................................................................. 48

OPERATING AGREEMENT ............................................................................................................ 52

LEGAL REPRESENTATION ............................................................................................................ 53

ADDITIONAL INFORMATION AND UNDERTAKINGS ............................................................. 54

EXHIBITS TO THE MEMORANDUM

EXHIBIT A OPERATING AGREEMENT OF VIRTUA 99th HOLDINGS, LLC

EXHIBIT B INVESTMENT SUMMARY

EXHIBIT C LOAN TERM SHEET

EXHIBIT D SUBSCRIPTION DOCUMENTS

EXHIBIT E TENTATIVE SITE PLAN/PARCELIZATION OF THE PROPERTY


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Virtua 99th Holdings, LLC, an Arizona limited liability company

Total Offering Amount: Approximately $3,250,000

THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (“MEMORANDUM”) PROVIDED BY VIRTUA 99th HOLDINGS, LLC, AN ARIZONA LIMITED LIABILITY COMPANY (THE “COMPANY”), IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE OFFEREE HEREOF. DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN THE OFFEREE OR SUCH OFFEREE’S ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR ANY ATTEMPT TO DIVULGE ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. THE DELIVERY OF THIS MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF.


IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, THIS MEMORANDUM AND EXHIBITS HERETO, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED THE MERITS OF, THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SEC UNDER THE SECURITIES ACT OF 1933 (“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE


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SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THESE SECURITIES, NOR IS IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, INVESTORS MUST EXPECT TO RETAIN OWNERSHIP OF THE SECURITIES AND BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD.

IN ADDITION, THE OPERATING AGREEMENT OF THE COMPANY (THE “OPERATING AGREEMENT”) CONTAINS A PROHIBITION ON TRANSFER AND/OR RESALE OF THE SECURITIES OFFERED HEREBY WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS, RULES AND REGULATIONS.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION.

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS MEMORANDUM. NO INVESTOR SHOULD CONSIDER OR RELY UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN, AS NO SUCH EXTRANEOUS REPRESENTATION OR WARRANTY HAS BEEN AUTHORIZED BY THE COMPANY, THE MANAGER OR ANY DIRECTORS, OFFICERS OR AFFILIATES THEREOF.

PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE COMPANY, ITS AFFILIATES AND ITS BUSINESS AND OPERATIONS. THE CONTENTS OF THIS MEMORANDUM ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT.

THE PURCHASE OF INTERESTS BY AN INDIVIDUAL RETIREMENT ACCOUNT (IRA), KEOGH PLAN OR OTHER QUALIFIED RETIREMENT PLAN INVOLVES SPECIAL TAX RISKS AND OTHER CONSIDERATIONS THAT SHOULD BE CAREFULLY CONSIDERED. INCOME EARNED BY QUALIFIED PLANS AS A RESULT OF AN INVESTMENT IN THE COMPANY MAY BE SUBJECT TO FEDERAL INCOME TAXES, EVEN THOUGH SUCH PLANS ARE OTHERWISE TAX EXEMPT. SEE “INCOME TAX CONSIDERATIONS” AND “ERISA CONSIDERATIONS” BEGINNING ON PAGES 44 AND 48, RESPECTIVELY. THE INTERESTS ARE OFFERED SUBJECT TO WITHDRAWAL OR CANCELLATION OF THE OFFERING AT ANY TIME FOR ANY REASON (OR NO REASON) AND WITHOUT ANY NOTICE THEREOF TO PROSPECTIVE INVESTORS. THE COMPANY RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY SUBSCRIPTIONS IN WHOLE OR IN PART FOR ANY REASON (OR NO REASON) AT ANY TIME. THIS OFFERING INVOLVES SIGNIFICANT RISKS WHICH ARE DESCRIBED IN DETAIL HEREIN. SEE “RISK FACTORS” BEGINNING ON PAGE 27. CERTAIN FEES WILL BE PAID TO THE MANAGER, QUYP DEVELOPMENT SERVICES, LLC, AN ARIZONA LIMITED LIABILITY COMPANY, THE OWNER OF WHICH IS AN AFFILIATE OF QUYP HOLDINGS, LLC AND VIRTUA PARTNERS LLC, BOTH OF WHICH WILL BECOME MEMBERS OF THE COMPANY ENTITLED TO PARTICIPATE IN DISTRIBUTIONS FROM THE COMPANY UPON CERTAIN EVENTS DESCRIBED IN SECTION 3.01 OF THE OPERATING AGREEMENT AND ON PAGE 6 HEREIN. THE OFFICERS, DIRECTORS, SHAREHOLDERS AND AFFILIATES OF THE MANAGER ARE SUBJECT TO CERTAIN CONFLICTS OF INTEREST. SEE “CONFLICTS OF


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INTEREST” BEGINNING ON PAGE 39.

THE INFORMATION CONTAINED IN THIS MEMORANDUM HAS BEEN SUPPLIED BY THE MANAGER AND THE COMPANY. THIS MEMORANDUM CONTAINS SUMMARIES OF TERMS OF THE OPERATING AGREEMENT, WHICH IS ATTACHED HERETO AS EXHIBIT A, AND CERTAIN OTHER DOCUMENTS RELATED TO THE OFFERING WHICH ARE BELIEVED BY THE MANAGER AND COMPANY TO BE ACCURATE. HOWEVER, ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCES TO THE ACTUAL DOCUMENTS. COPIES OF DOCUMENTS REFERRED TO IN THIS MEMORANDUM, BUT NOT INCLUDED HEREIN AS AN EXHIBIT, WILL BE MADE AVAILABLE TO QUALIFIED OFFEREES UPON REQUEST.


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WARNING REGARDING THE USE OF FORWARD LOOKING STATEMENTS AND FINANCIAL PROJECTIONS

This Memorandum contains forward-looking statements. These statements relate to future events or future financial performance. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “hopes,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “projects,” “potential,” or “continue” or the negative of such terms and other comparable terminology. These statements are only forecasts based upon estimates. The Company’s actual results could and likely will differ materially from these forward-looking statements for many reasons, including the risks described above and appearing elsewhere in this Memorandum. The Company cannot guarantee future results, levels of activity, performance or achievements. The Company does not intend to update any of the forward-looking statements after the date of this Memorandum to conform them to actual results or to changes in the Company’s expectations.

The financial projections included in this Memorandum and the exhibits hereto were prepared by the Manager, based on information and assumptions it believes to be reasonable, but were not prepared with a view toward compliance with generally accepted accounting principles and have not been compiled, reviewed, certified or audited by an independent accountant or auditor. Such projections, therefore, reflect only the Manager’s current belief and estimate of the Company’s results of operations and are inherently subject to significant business, economic, regulatory, legal and competitive uncertainties and contingencies, many of which are beyond the control of the Company and subject to change. There will ordinarily be differences between projected results and actual results due to such events and circumstances. Thus, projected benefits to Members of the Company may also vary and there can be no assurance that the results shown in the attached projections will be realized in whole or in part. Neither the Manager nor its professional advisers guarantee or warrant the projected results and under no circumstances should such projections be construed as a representation or prediction that the Company will achieve or is likely to achieve any particular results.

Additional Information

Virtua 99th Holdings, LLC, an Arizona limited liability company (the “Company”), has agreed to provide, prior to the consummation of the transactions contemplated herein, to each offeree of interests, the opportunity to ask questions of and receive answers from Quyp Development Services, LLC, an Arizona limited liability company (the "Manager"), concerning the terms and conditions of this offering and to obtain any additional information, to the extent the Manager possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth herein. Prospective investors and their professional advisors are invited to request any further information they may desire from the Manager:

Quyp Development Services, LLC, Manager Attn: Kathleen Robinson

17242 W. Watkins St. Goodyear, AZ 85338



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NOTICE REQUIREMENTS IN STATES WHERE INTERESTS MAY BE SOLD ARE AS FOLLOWS:

ALABAMA. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE PURCHASE PRICE OF THE INTEREST ACQUIRED BY A NON-ACCREDITED INVESTOR RESIDING IN THE STATE OF ALABAMA MAY NOT EXCEED 20% OF THE PURCHASER’S NET WORTH. ALASKA. THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OF ALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC 08.506. THE INVESTOR IS ADVISED THAT THE ADMINISTRATOR HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACT OF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A VIOLATION OF A.S. 45.55.170. THE INVESTOR MUST RELY ON THE INVESTOR’S OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES. ARIZONA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ARIZONA AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ARKANSAS. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 14(b)(14) OF THE ARKANSAS SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE; APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE PURCHASE PRICE OF THE INTEREST ACQUIRED BY AN UNACCREDITED INVESTOR RESIDING IN THE STATE OF ARKANSAS MAY NOT EXCEED 20% OF THE PURCHASER’S NET WORTH. CALIFORNIA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE, BY THE REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATIONS IS AVAILABLE.


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THE CERTIFICATES REPRESENTING ALL SECURITIES SUBJECT TO SUCH A RESTRICTION ON TRANSFER, WHETHER UPON INITIAL ISSUANCE OR UPON ANY TRANSFER THEREOF, SHALL BEAR ON THEIR FACE A LEGEND, PROMINENTLY STAMPED OR PRINTED THEREON IN CAPITAL LETTERS OF NOT LESS THAN 10-POINT SIZE, READING AS FOLLOWS: IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER’S RULES. COLORADO. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF 1981, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. CONNECTICUT. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. DISTRICT OF COLUMBIA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE DISTRICT OF COLUMBIA SECURITIES ACT SINCE SUCH ACT DOES NOT REQUIRE REGISTRATION OF SECURITIES ISSUED. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FLORIDA. THE SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER § 517.061 OF THE FLORIDA SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. GEORGIA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECTION 10-5-5 OF THE GEORGIA SECURITIES ACT OF 1973 AND ARE BEING ISSUED AND SOLD IN RELIANCE UPON CODE SECTION 10-5-9 UNDER GEORGIA SECURITIES LAW. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 20% OF THE INVESTOR’S NET WORTH.


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HAWAII. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE HAWAII UNIFORM SECURITIES ACT (MODIFIED), BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IDAHO. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT (THE “ACT”) AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF IDAHO ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH. ILLINOIS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INDIANA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 3 OF THE INDIANA BLUE SKY LAW AND ARE OFFERED PURSUANT TO AN EXEMPTION PURSUANT TO SECTION 23-2-1-2(b)(10) THEREOF AND MAY BE TRANSFERRED OR RESOLD ONLY IF SUBSEQUENTLY REGISTERED OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. INDIANA REQUIRES INVESTOR SUITABILITY STANDARDS OF A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS, AND AUTOMOBILES) OF THREE TIMES THE INVESTMENT BUT NOT LESS THAN $75,000 OR A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS, AND AUTOMOBILES) OF TWICE THE INVESTMENT BUT NOT LESS THAN $30,000 AND GROSS INCOME OF $30,000. IOWA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE IOWA UNIFORM SECURITIES ACT (THE “ACT”) AND ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 502.203(9) OF THE ACT. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. KANSAS. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE KANSAS SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE KANSAS SECURITIES COMMISSION. THEREFORE, THESE SECURITIES CANNOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER APPLICABLE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. KENTUCKY. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE KENTUCKY SECURITIES ACT. THE KENTUCKY SECURITIES ADMINISTRATOR NEITHER RECOMMENDS NOR ENDORSES THE PURCHASE OF ANY SECURITY, NOR HAS THE ADMINISTRATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THE


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INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. LOUISIANA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE LOUISIANA SECURITIES LAW, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 25% OF THE INVESTOR’S NET WORTH. MAINE. THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2) (R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS. MARYLAND. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MARYLAND SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. MASSACHUSETTS. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MASSACHUSETTS UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. MICHIGAN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 451.701 OF THE MICHIGAN UNIFORM SECURITIES ACT (THE “ACT”) AND MAY BE TRANSFERRED OR RESOLD BY RESIDENTS OF MICHIGAN ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. AT LEAST 48 HOURS BEFORE A SALE, ISSUER WILL PROVIDE EACH OFFEREE WITH A MEMORANDUM THAT WILL INCLUDE THE FOLLOWING STATEMENT FOR RESIDENTS OF MICHIGAN: TO MICHIGAN RESIDENTS: THIS MEMORANDUM INCLUDES STATEMENTS ABOUT: I. THE APPLICATION OR USE OF PROCEEDS. II. A STATEMENT THAT THE ASSETS OF THE OPERATION WILL GENERATE SUFFICIENT CASH FUNDS TO MEET THE OBLIGATIONS AS THEY COME DUE, AND/OR THAT THE ASSETS EXCEED THE OBLIGATIONS UNDERTAKEN BY THE OFFEROR. III. AN OUTLINE DISCLOSING REMUNERATION TO CONSULTANTS.


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IV. A STATEMENT THAT ARIZONA IS THE JURISDICTION OF THE OFFERING AND THAT ARIZONA IS THE STATE OF FORMATION OF THE OFFEROR, WHICH IS ALSO BASED IN ARIZONA. V. A STATEMENT THAT THE OFFEROR SHALL PRESENT AN ACCOUNTING OF DISTRIBUTION OF FUNDS AT LEAST ANNUALLY. MINNESOTA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTA SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTION THEREFROM. MISSISSIPPI. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. 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. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY GENERALLY NOT BE TRANSFERRED OR RESOLD FOR A PERIOD OF ONE (1) YEAR. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. MISSOURI. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE MISSOURI UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. MONTANA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF MONTANA, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. NEBRASKA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF NEBRASKA, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. NEVADA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEVADA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


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NEW HAMPSHIRE. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW HAMPSHIRE UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH. NEW JERSEY. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE WITHIN OFFERING WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. NEW MEXICO. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THE NEW MEXICO DEPARTMENT OF REGULATION AND LICENSING, NOR HAS THE SECURITIES BUREAU PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NEW YORK. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES (MARTIN) ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES (MARTIN) ACT, IF SUCH REGISTRATION IS REQUIRED. THIS MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PURCHASE OF THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. THIS MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. NORTH CAROLINA. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE NORTH CAROLINA SECURITIES ACT. THE NORTH CAROLINA SECURITIES ADMINISTRATOR NEITHER RECOMMENDS NOR ENDORSES THE PURCHASE OF ANY SECURITY, NOR HAS THE ADMINISTRATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


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NORTH DAKOTA. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. OHIO. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE OHIO SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ACCORDANCE WITH SECTION 1707.43 OF THE OHIO REVISED CODE, PURCHASERS ARE ENTITLED TO A FULL REFUND OF THEIR PURCHASE PROVIDED SUCH A REQUEST IS MADE WITHIN TWO (2) WEEKS FROM THE DATE OF SAID PURCHASE. HOWEVER, NO PURCHASER IS ENTITLED TO THE BENEFIT OF SECTION 1707.43 WHO HAS FAILED TO ACCEPT A REFUND WITHIN THIRTY (30) DAYS FROM THE DATE OF SUCH OFFER. OKLAHOMA. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE OKLAHOMA SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR THE OKLAHOMA SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS. OREGON. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE INVESTOR MUST RELY ON THE INVESTOR’S OWN EXAMINATION OF THE COMPANY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES. PENNSYLVANIA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 1933 SECURITIES ACT, BEING EXEMPTED FROM REGISTRATION BY SAID ACT. THE AVAILABILITY OF THAT EXEMPTION DOES NOT MEAN THAT THE SECURITIES ADMINISTRATOR HAS PASSED IN ANY WAY UPON THE MERITS, OR QUALIFICATIONS OF, THESE SECURITIES OR THEIR OFFER OF SALE IN THE STATE OF PENNSYLVANIA. ANY REPRESENTATION INCONSISTENT WITH THE FOREGOING IS UNLAWFUL. INVESTORS MUST PURCHASE THESE SECURITIES ONLY FOR THEIR OWN BENEFIT AND MAY NOT


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SELL THESE SECURITIES FOR A PERIOD OF NO LESS THAN 12 MONTHS FROM THE DATE OF PURCHASE. NOTICE PURSUANT TO SECTION 203(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (THE “ACT”): THE ISSUER MUST OBTAIN THE WRITTEN AGREEMENT OF EACH PURCHASER NOT TO SELL, EXCEPT IN ACCORDANCE WITH REGULATION 204.011, THE SECURITY WITHIN TWELVE MONTHS AFTER THE DATE OF PURCHASE AND FILE WITH THE COMMISSION A COPY OF THE PROPOSED AGREEMENT THAT INVESTORS WILL BE ASKED TO SIGN. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER SECTION 201 OF THE ACT AND MAY BE RESOLD BY RESIDENTS OF PENNSYLVANIA ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 203(d), (f), (p), or (r), DIRECTLY FROM AN ISSUER OR AFFILIATE OF AN ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY), OR ANY OTHER PERSON WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO WRITTEN BINDING CONTRACT OF PURCHASE, WITHIN TWO BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. TO ACCOMPLISH THIS WITHDRAWAL A LETTER OR TELEGRAM SHOULD BE SENT TO:

Virtua 99th Holdings, LLC Quyp Development Services, LLC, Manager



IT IS PRUDENT TO SEND SUCH NOTICE CERTIFIED MAIL, RETURN RECEIPT REQUESTED. A WRITTEN ACKNOWLEDGEMENT WILL BE RETURNED. NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY HAS PASSED ON OR ENDORSED THE MERITS OF THE OFFERING, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PENNSYLVANIA SUBSCRIBERS MAY NOT SELL THEIR INTERESTS FOR ONE YEAR FROM THE DATE OF PURCHASE IF SUCH A SALE WOULD VIOLATE SECTION 203(d) OF THE PENNSYLVANIA SECURITIES ACT. RHODE ISLAND. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE BLUE SKY LAW OF RHODE ISLAND, BY REASON OF SPECIFIC SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. SOUTH CAROLINA. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND


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TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. 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. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SOUTH DAKOTA. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER CHAPTER 47-31 OF THE SOUTH DAKOTA SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT PURSUANT TO REGISTRATION, EXEMPTION THEREFROM, OR OPERATION OF LAW. EACH SOUTH DAKOTA RESIDENT PURCHASING ONE OR MORE WHOLE OR FRACTIONAL UNITS MUST WARRANT THAT HE HAS EITHER (1) A MINIMUM NET WORTH (EXCLUSIVE OF HOME, FURNISHING AND AUTOMOBILES) OF $30,000 AND A MINIMUM ANNUAL GROSS INCOME OF $30,000 OR (2) A MINIMUM NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES) OF $75,000. ADDITIONALLY, EACH INVESTOR WHO IS NOT AN ACCREDITED INVESTOR OR WHO IS AN ACCREDITED INVESTOR SOLELY BY REASON OF HIS NET WORTH, INCOME OR AMOUNT OF INVESTMENT, SHALL NOT MAKE AN INVESTMENT IN THE PROGRAM IN EXCESS OF 20% OF HIS NET WORTH (EXCLUSIVE OF HOME, FURNISHING AND AUTOMOBILES). TENNESSEE. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE TENNESSEE SECURITIES ACT OF 1980, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. TEXAS. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE TEXAS SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE TEXAS STATE SECURITIES BOARD. THEREFORE, THESE SECURITIES CANNOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER APPLICABLE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. UTAH. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE UTAH UNIFORM SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


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VERMONT. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE VERMONT SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. WASHINGTON. THE ADMINISTRATOR OF SECURITIES HAS NOT REVIEWED THE OFFERING OR THE MEMORANDUM AND THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF THE STATE OF WASHINGTON, CHAPTER 21.20 RCW, AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF THE STATE OF WASHINGTON CHAPTER 21.20 RCW OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. WEST VIRGINIA. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE WEST VIRGINIA SECURITIES COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND NOR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS MEMORANDUM. ANY REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE. WISCONSIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE WISCONSIN UNIFORM SECURITIES LAW, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. WYOMING. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE WYOMING SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE WYOMING SECRETARY OF STATE. FOR RESIDENTS OF ALL STATES. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN ANY PARTICULAR STATE. THIS MEMORANDUM MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE ADVISED TO CONTACT THE COMPANY FOR A CURRENT LIST OF STATES IN WHICH OFFERS OR SALES MAY BE LAWFULLY MADE. AN INVESTMENT IN THIS OFFERING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF FINANCIAL RISK. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSIDER ALL OF THE RISK FACTORS DESCRIBED BELOW. UNITED STATES TERRITORIES AND POSSESSIONS. THESE SECURITIES ARE NOT AUTHORIZED FOR OFFERING OR SALE IN ANY TERRITORY OR POSSESSION OF THE UNITED STATES IN LIEU OF APPLICABLE SECURITIES LAWS TO THE CONTRARY. SECURITIES AND/OR CAPITAL GUARDIANSHIPS ARE NOT AUTHORIZED FOR SALE IN SUCH TERRITORIES OR POSSESSIONS.


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EXECUTIVE SUMMARY Transaction Summary Virtua 99th Holdings, LLC, an Arizona limited liability company (the “Company”), was established in 2016 for the purposes of raising capital for the purchase, development and sale of an approximate 58.72 acre parcel of undeveloped land (i.e., 2,557,850 square feet) just west of Phoenix in Avondale, Arizona, on the Interstate 10 and Arizona State Route Loop 101 corridors (the "Property"), as further described herein. As set forth in this Confidential Private Placement Memorandum (this “Memorandum”), the Company is offering Class “A” membership interests in the Company (“Class “A” Equity Membership Interests or “Interests”) to persons and entities that qualify as “accredited investors” as defined in Section 501(a) of Regulation D promulgated under the Securities Act for whom they are suitable ("Investors" or “Class “A” Equity Members”) of $3,250,000 (the "Offering"). Proceeds of this Offering (the “Class “A” Equity” or "New Capital") will be contributed to the Company's wholly owned subsidiary, Virtua 99th, LLC, an Arizona limited liability company (the "Property Owner"), in exchange for the Company’s Class “A” Equity Membership Interests. The Company intends to combine the Class “A” Equity with a $2,250,000 development loan (the "Loan") from INCA Capital, LLC, or its assigns ("Lender"), to the Property Owner. The Property Owner expects to use the Class “A” Equity and Loan proceeds to purchase the Property, seek plat and/or subdivision approval from the City of Avondale for various commercial and residential uses and sell individual platted or subdivided parcels to developers. The Manager anticipates subdividing the Property into several parcels for the following anticipated uses: apartments, hotels, restaurants, townhomes and single family residences. A preliminary site plan is attached as Exhibit E. The Manager will attempt to generate sufficient proceeds from the sale of subdivided parcels to retire the Loan within 12 months of the anticipated closing of the Property under the current purchase and sale agreement, which is currently projected to occur on October 20, 2016, but will occur no later than November 14, 2016 (the “Closing”), unless extended past that date in the discretion of the Manager, contingent upon approval of the applicable counterparties in the transaction. The Loan is expected to be funded concurrently with the Closing. The projected timeline for completion of platting and sale of all parcels of the Property is 3 years from Closing. The Manager anticipates that an affiliate or affiliates of the Manager will purchase the following parcels of the Property on the following terms, with all earnest money deposits due to the Company at Closing, and which are non-refundable upon remittance (which must occur no later than the date of the Closing):

(a) The approximate 3 acre portion of the Property referred to as in the Site Plan “Parcel 2” (anticipated for development of a hotel) (the “Hotel Project”) is expected to be sold to Virtua Affiliates for $1,324,224 (approximately $10.00 per square foot). This transaction will require an earnest money deposit of $65,000 and that its closing occur within 1 year of remittance of the earnest money deposit. As described in Section 2.08(c)(iii) of the Operating Agreement, the Class “A” Equity Members will have the right to invest in any Virtua Affiliate which may develop or acquire any Hotel Project on the Property.

(b) The approximate 12 acre portion of the Property referred to in the Site Plan as “Parcel 3” (anticipated for development of apartments) is expected to be sold to Virtua Affiliates for $4,181,760 (approximately $8.00 per square foot). This transaction will require an earnest money deposit of $300,000 and that its closing occur within 1 year of remittance of the earnest money deposit.


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(c) The approximate 8.2 acre portion of the Property referred to in the Site Plan as “Parcel 4” (anticipated for development of apartments) is expected to be sold to Virtua Affiliates for $3,571,920 (approximately $10.00 per square foot). This transaction will require an earnest money deposit of $100,000 and that its closing occur within 3 years of remittance of the earnest money deposit.

(d) The approximate 7.8 acre portion of the Property referred to in the Site Plan as “Parcel 7” (anticipated for development of townhomes) is expected to be sold to Virtua Affiliates for $2,378,376 (approximately $7.00 per square foot). This transaction will require an earnest money deposit of $100,000 and that its closing occur within 3 years of remittance of the earnest money deposit.

If such sales are completed, the Company believes their proceeds will be adequate to repay the Loan in full, to fund infrastructure construction reserves for the balance of the Property and to return some funds to Investors. In the aggregate, purchases of the four aforementioned parcels of the Property by Virtua Affiliates are expected to result in sale proceeds of $11,456,280, of which $5,950,296 is expected within 1 year of their earnest money deposits, and $5,505,984 is expected within 3 years of their earnest money deposits. No assurances can be made by the Manager or the Company that any of the aforementioned transactions described immediately above will occur. Each of the closings of the aforementioned transactions is subject to satisfaction of customary representations and warranties, including absence of any recognized environmental conditions. As importantly, for each of the several aforementioned parcels, the applicable Virtua Affiliate, in its sole discretion, must furnish the Company’s escrow agent a ‘continuation notice’ within 180 days after the opening of escrow if such Virtua Affiliate intends to proceed with the corresponding transaction. Alternatively, each of the Virtua Affiliates may provide the Company with a ‘termination notice’ within 180 days after the opening of escrow on the corresponding transaction if such Virtua Affiliate decides not to proceed with its parcel acquisition. Either of the provision of a termination notice or the failure to provide a continuation notice by Virtua Affiliates, each in their respective sole and absolute discretion, with or without cause, within the specified time period, will cause the automatic termination of the corresponding parcel purchase agreement. The Company is entitled to retain the earnest money deposit corresponding to any parcel for which a termination notice is given or a continuation notice is not timely provided. More information regarding the business plan of the Company and Property Owner is contained later in this Memorandum and in the Investment Summary attached as Exhibit B hereto. The Property Owner has contracted to purchase the Property for a purchase price of $4,500,000, or approximately $1.76 per square foot. The Manager believes this represents a significant discount to the value of the individual parcels once platted for sale. As previously mentioned, Closing under the existing purchase and sale agreement is currently projected to occur on October 20, 2016, but will occur no later than November 14, 2016, unless extended past that date in the discretion of the Manager, contingent upon approval of the applicable counterparties in the transaction. Concurrently with the Closing, the Company expects to accept subscriptions from this Offering for its Class “A” Equity. In exchange for their capital subscriptions, the Company will issue membership interests in the Company to Investors who will become Class “A” Equity Members in the Company. The Manager and Virtua Partners LLC, an Arizona limited liability company and co-sponsor of the Offering ("Virtua"), reserve the right to subscribe to Class “A” Equity in this Offering. If the Manager or Virtua so subscribe, they will hold interests in the Company on a pro-rata pari passu basis to the interests in the Company held by the other Class “A” Equity Members. Regardless of whether Virtua invests in the Offering, as Members of the Company holding class “B” membership interests therein (such interests


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being “Class “B” Interests” and such Members being “Class “B” Members”), Virtua and Quyp Properties, LLC, an Arizona limited liability company (“QuypProp”) (both of which are affiliates of the Manager), will receive certain profit participation interests in the Company upon the occurrence of certain events (the “Milestone”) as further described in Section 3.01 of the Operating Agreement, and on page 6 herein. See "Distributions and Compensation of Manager and Sponsors". At Closing, the Property Owner will enter into the Loan with Lender to assist in funding the purchase and development costs of the Property. The Loan is anticipated to be in the maximum principal amount of $2,250,000 with a one (1) year term and a fixed interest rate of approximately 10.5% per annum. The Loan will require interest only payments with a balloon payment of remaining principal and interest due at the one year maturity date. The Loan will carry a 2.75% origination fee charged by the Lender and a 1% origination fee charged by Versant Commercial Brokerage Inc. ("Versant"). The Loan may be prepaid at any time so long as no less than 6 months of interest have been paid. The Loan will be secured by a mortgage on the Property and will be guaranteed as to certain “carve out” matters by Lloyd W. Kendall, Jr. ("Kendall") and Quynh Palomino ("Palomino" and referred to collectively with Kendall as the “Guarantors”). More information regarding the Loan is contained in the term sheet from Lender attached hereto as Exhibit C. The Company will be managed by Quyp Development Services, LLC, an Arizona limited liability company (the "Manager"). Quyp is managed by Palomino and Kathleen Robinson. The Manager will manage all day to day operations of the Company and have all decision making authority over the Company, Property Owner and the Property, except for certain major decisions reserved to the Members as set forth in Sections 6.05 and 6.06 of the Operating Agreement of the Company attached hereto as Exhibit A (the "Operating Agreement"), in which the relative rights, obligations and priorities of the Manager, Class “A” Equity Members and Class “B” Members are set forth.


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A structure chart showing the organizational structure of the Company and Property Owner follows: 100% 50% 25% 25% 33.37% 66.67% 100% COMPANY’S MANAGER 100% 100% 100% 100% The Property The Property is an approximate 58.72 acre (approximately 2,557,850 square feet) parcel of undeveloped land located near the convergence of Arizona State Route Loop 101, 99th Avenue and Encanto Boulevard in Avondale, Arizona, just to the west of Phoenix. Arizona State Route Loop 101 runs in close proximity to the Property to the east; the Property is less than 1 mile from the Interstate 10 and Arizona State Route Loop 101 interchange.

Loan

Lloyd W. Kendall, Jr. Quynh Palomino

Virtua 99th Holdings, LLC (the “Company”)

Manager – Quyp Development Services, LLC Lender ($2.250 MM) INCA Capital, LLC

New Capital - $3.25MM

Class “A” Equity Members

Virtua Partners LLC a Class “B” Member

Managers – Quynh Palomino & Lloyd W. Kendall, Jr.

Lloyd W. Kendall, Jr., Inc.

President – Lloyd W. Kendall, Jr.

Quyp Holdings, LLC

Sole Managing Member – Quynh Palomino

Quyp Properties, LLC a Class “B” Member

Managers – Kathleen Robinson & Quynh Palomino

Quyp Development Services, LLC

Managers – Quynh Palomino & Kathleen Robinson

Property Owner/Borrower Virtua 99th, LLC

Sole Managing Member – Virtua 99th Holdings, LLC

Quynh Palomino

Quyp Holdings, LLC

Sole Managing Member – Quynh Palomino

Approx. 60 acres at NWC of Encanto

Blvd. & 99th Ave., Avondale, AZ

Collateral


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The Property is currently zoned for General Commercial (Planned Area Development) which allows for a variety of commercial use on the Property. The Property will not need to be rezoned for the uses contemplated at the Property, but will need the city to approve a revised site plan. The Manager will work to receive additional entitlements as well as approval for a subdivision and/or plat of the Property into parcels that can be sold to entities that are expected to further develop them. Parcels are expected to be sold over a 12-36 month period after Closing. The Manager believes that its purchase price of the Property of approximately $1.76 per square foot is a significant discount to the aggregate value of the parcels once subdivided or platted. Additional information prepared by the Manager regarding the Property is contained in the Investment Summary attached as Exhibit B to this Memorandum. The Manager Quyp Development Services, LLC (the "Manager") is an entity managed by Quynh Palomino and Kathleen Robinson. The Manager is wholly owned by Quyp Holdings, LLC, which is owned by Palomino. Each of these persons or entities, with the exception of Ms. Robinson, are affiliates of Virtua. See “The Manager” on page 23 for biographies on key principals and additional information. The Manager will have control over all decisions of the Company and Property Owner except for certain “Major Decisions”, which require approval of Members holding a majority of the interests in the Company as set forth in Sections 6.05 and 6.06 of the Operating Agreement. The Manager will receive an acquisition fee upon purchase of the Property and fees for construction and design coordination, each as further described herein, in exchange for its management role and services provided to the Company. See "Distributions and Compensation of Manager and Sponsors" on page 25 herein. The Manager and principals or affiliates of the Manager (including Virtua) reserve the right to subscribe to this Offering. Such subscription(s), if they occur, would increase the percentage of Class “A” Equity Membership Interests held by the Manager and/or its principals or affiliates relative to unaffiliated Investors. The pro-rata Class “A” Equity Membership Interests purchased by the Manager and/or its principals or affiliates in this Offering will be pari passu to those purchased by unaffiliated Investors. Co-Sponsor Virtua will serve as the co-sponsor of this Offering and the project, but will not serve in a management role for the Company. Virtua is controlled by Lloyd W. Kendall, Jr. and Quynh Palomino. Kendall and Palomino will each provide a personal guaranty of certain “carve out” matters of the Property Owner's obligations under the Loan. In exchange for services performed and the guaranty by its principals, Virtua and QuypProp will receive Class “B” Interests in the Company which will entitle them to voting rights in the Company and to receive a share of its profits upon the occurrence of certain events, as described in Section 3.01 of the Operating Agreement and on page 25 herein. See "Distributions and Compensation of Manager and Sponsors". Members Proceeds from this Offering will be contributed by the Company to the Property Owner for the purchase and development of the Property. Portions of the proceeds will be used for costs of the Offering, the organizational and operation costs of the Company and Property Owner, and costs related to origination of the Loan. Upon acceptance of subscription funds by the Company from Investors, Investors will become Class “A” Equity Members in the Company.


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Distributions of net proceeds of the Company shall be allocated (following payment of debt, expenses and reserves) as follows: (1) First, 100% to Class “A” Equity Members pro rata in proportion to their percentage interest until such time as each Member has received return of their invested capital and funds to achieve a 15% Internal Rate of Return (the “Milestone”). (2) Thereafter, 50% to Class “A” Equity Members, and 50% to Class “B” Members, each pro rata in proportion to their relative percentage interests. The Class “B” Members are expected to consist of QuypProp and Virtua in equal amounts (25% each). All prospective unaffiliated Class “A” Equity Members must meet the Investor Suitability standards as set forth herein (see “Investor Suitability” on page 19 herein). All members in the Company will have pro-rata voting rights in proportion to the Company’s equity capitalization on a pari passu basis and will have all of the same rights and obligations under the Operating Agreement, except that, per Section 3.04(b) of the Operating Agreement, the Class “B” Members will have no voting rights until the Milestone has been achieved. The Members (other than the Manager, should it become a Member by participating in the Offering) in the Company, in their capacities as such, will have little or no effective right to exercise control over the decisions of the Company, other than the “Major Decisions” reserved to the Members as described in Sections 6.05 and 6.06 of the Operating Agreement, and beginning page 13 herein. Manager, Virtua, QuypProp and Affiliate Fees and Compensation The Manager will be paid a 3% of purchase price acquisition fee upon the Closing of the purchase of the Property. Manager will also be paid a design entitlement and construction management fee of 6% of the sales price of parcels, due upon sale of each parcel, minus amounts received by Manager as an advance against management fees of $20,000 per month. Both QuypProp and Virtua will receive profit participations in distributions from the Company outlined above. Versant, in which Palomino and Kendall hold an equity ownership, will receive a 1% of principal loan origination fee and a $50,000 due diligence and compliance fee for services performed in connection with securing the purchase of the Property and completion of the Offering. An unaffiliated company, Monarch Bay Securities, LLC, will receive a fee of 1% of the equity capital raised in this Offering. The Manager, Virtua and principals thereof shall also receive reimbursement from the Company for expenses incurred in the formation and operation of the Company, expenses related to the application for the Loan, expenses related to this Offering, and the purchase, development and sale of the Property. Further, the Manager may choose to cause the Company to employ or engage the Manager or its affiliates to provide other services to such entities at competitive market rates. Further detail on compensation and fees can be found in the “Distributions and Compensation of Manager and Sponsors”. Closing of Purchase of the Property The Company currently projects October 20, 2016, as the date upon which the Property Owner will complete closing of the acquisition of the Property, including without limitation closing of funds from the Offering, closing of the Loan, and payment of all fees and costs; however, the latest date upon which such acquisition closing will occur is November 14, 2016 (the “Closing”), unless extended past that date in the discretion of the Manager, contingent upon approval of the applicable counterparties in the transaction.


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TERMS OF THE OFFERING Virtua 99th Holdings, LLC, an Arizona limited liability company (the “Company”), is seeking funds from qualified investors for the purpose of funding the purchase, development and sale of an approximate 58.72 acre parcel of undeveloped land (i.e., approximately 2,557,850 square feet) just west of Phoenix in Avondale, Arizona on the Interstate 10 and Arizona State Route Loop 101 corridors (the "Property"). The Manager of the Company is Quyp Development Services, LLC, an Arizona limited liability company (the "Manager"), which is controlled by Quynh Palomino ("Palomino") and Kathleen Robinson ("Robinson"). See “The Manager” below. The Company is offering Class “A” Equity Membership Interests (“Interests”) to persons and entities that qualify as “accredited investors” as defined in Section 501(a) of Regulation D promulgated under the Securities Act for whom they are suitable (“Investors” or “Class “A” Equity Members”) of $3,250,000 (the “Offering”). Proceeds of this Offering (the “Class “A” Equity” or “New Capital”) will be contributed to the Company’s wholly owned subsidiary, Virtua 99th, LLC, an Arizona limited liability company (the “Property Owner”), in exchange for the Company’s Class “A” Equity Membership Interests.

The Manager reserves the right to lower or raise the Total Offering Amount in its sole discretion. There is therefore no minimum amount of capital which must be raised by the Company prior to the Company terminating this Offering. The Manager and its affiliates reserve the right to invest in the Company as Class “A” Equity Investors, which may reduce the absolute dollar amount of Interests available to unaffiliated investors, and would reduce the relative percentage of Interests available to unaffiliated Investors.

The minimum investment by any prospective Investors in this Offering is $25,000, although the Manager may, in its sole discretion, without requirement of notice, accept subscriptions of less than $25,000. The Interests are subject to the terms, conditions and restrictions contained in the Operating Agreement of the Company (the “Operating Agreement”), a copy of which is attached to this Memorandum as Exhibit A. Prospective investors should review the Operating Agreement closely with independent legal counsel and their tax advisors. Purchasing Interests also involves certain risks. See “Risk Factors” beginning on page 27 herein.

The Offering will terminate on April 14, 2017 (the “Termination Date”). The Company will hold all subscription funds in a segregated, non-interest-bearing bank account until accepted or returned. Upon receipt of subscriptions for the Total Offering Amount, the funds held in the segregated account may be immediately accepted by the Company. If the Total Offering Amount is not received and accepted by the Company or the Company is unable to secure the Loan for the purchase and development of the Property by the Termination Date, and if other closing conditions are not met in a timely manner, all subscription funds received from prospective Investors will be refunded to the subscribers in full without interest within 30 days following the Termination Date.

The Manager reserves the right, in its sole discretion, to (i) accept all or any part of a subscription from any subscriber, (ii) reject any or all subscriptions received for any reason and irrespective of the order in which received, and (iii) terminate this Offering at any time without notice. Subscribers may not revoke their subscriptions without written consent of the Manager. All subscriptions not accepted by the termination of this Offering will be deemed to be rejected. All funds from rejected subscriptions will be promptly returned without interest or deduction. A purchase of Interests involves a high degree of risk and is suitable only for long-term investment by persons who have sufficient financial means to bear the risk of loss of their entire investment and who have no need for liquidity with respect to their investment in the Company. See “Risk Factors” herein beginning on page 27.


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The Company will therefore offer and sell Interests to only “accredited investors,” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act for whom an investment in the Company is deemed suitable in the sole discretion of Monarch Bay Securities, LLC, this Offering’s managing broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”). Each such prospective subscriber to this Offering will be required to represent to the Company in the Subscription Documents (defined below) that such prospective subscriber is an accredited investor and will be required to provide either personal financial information or other certification by such subscriber's representatives so that the Company can verify the status of such prospective subscriber.

Investors may subscribe by completing and executing the subscription documents of the Company (the “Subscription Documents”) attached hereto as Exhibit D, in accordance with the instructions contained therein, and delivering to the Manager the completed and signed Subscription Documents, together with a check made out to the Company (or arranging for a wire transfer of funds) in the amount of Interests subscribed for by such subscriber. The Company is relying on Rule 506(c) of the Securities Act to engage in general solicitation for promotion of this Offering. Pursuant to such rule and related rules and regulations, the Company must verify each Investor's status as an Accredited Investor. Therefore, to qualify for the applicable exemptions and obligations under federal securities laws, the Company must solicit and receive certain personal financial information and/or certifications from the Investor or its representatives regarding the qualification of the Investor as an Accredited Investor. Further information regarding the personal financial information and/or certifications to be submitted to the Company is contained in the Subscription Documents.

Submission of the Subscription Documents, personal financial information or accreditation certification, and check (or wire transfer of funds) will constitute an offer by the subscriber to be bound by their terms, but will not constitute a sale or issuance of any Interests unless and until the subscription is accepted by the Manager. Any such acceptance will be evidenced by the Manager executing and mailing or otherwise delivering to the subscriber an accepted counterpart of the Subscription Agreement contained in the Subscription Documents. After such acceptance, Investors will become Members of the Company, bound by the terms of the Company’s Operating Agreement. By executing the Subscription Documents, an Investor makes certain representations and warranties upon which the Manager will rely on in accepting the Investor’s subscription funds. INVESTORS SHOULD CAREFULLY READ THE OPERATING AGREEMENT INCORPORATED HEREIN AS EXHIBIT A, AND COMPLETE THE SUBSCRIPTION DOCUMENTS INCORPORATED HEREIN AS EXHIBIT D.


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CAPITALIZATION OF THE COMPANY AND PROPERTY OWNER

Capitalization of the Company and Property Owner on a consolidated basis is anticipated to be as follows:

Post-Offering Capitalization

Class “A” Equity1 $3,250,000

Loan2 $2,250,000

Total Capitalization of the Company3 $5,500,000

1. Interests will be offered and sold directly by the Company, Manager and the Company’s and Manager’s respective representatives. No commissions for selling Interests will be paid to the Company, Manager or the Company’s or Manager’s respective representatives, with the exception of Monarch in the event the Company directs it to source and raise capital for this Offering and Monarch is successful in its efforts. If the Company does not sell the Total Offering Amount, fails to close on the Loan by the Termination Date, or is unable to meet other closing conditions in a timely manner, then the Company shall return the money that it has raised to prospective purchasers without payment of interest; provided, that the Manager may reduce or increase the Total Offering Amount at any time in its sole discretion. Funds raised by the Company in the Offering (the “Class “A” Equity”) will be contributed to its wholly-owned subsidiary, Virtua 99th, LLC (the "Property Owner").

2. The Property Owner expects to obtain a new loan from INCA Capital LLC, or its affiliate (the "Lender"), to assist in funding the purchase of the property and development costs to be incurred by the Property Owner and to pay for costs related to the organization of the Property Owner. The Property Owner will pay various origination fees and other costs in connection with the Loan. Certain funds may be impounded or held in reserve by Lender for the costs related to the Property. These deductions will reduce the amount available to the Property Owner for development and sale of the Property.

3. Costs of organization, closing and Offering expenses and fees to Manager and its affiliates will be paid for from the total capital of the Company, which will reduce the amount of funds available for purchase and development of the Property. See “Anticipated Uses of Company and Offering Proceeds” beginning on page 21 herein.


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SUMMARY OF TERMS The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Confidential Private Placement Memorandum (this “Memorandum”). This Memorandum, together with the exhibits attached including, but not limited to, the Operating Agreement of the Company (the “Operating Agreement”), a copy of which is attached hereto as Exhibit A, should be carefully read in its entirety before any investment decision is made. If there is a conflict between the terms contained in this Memorandum and the Operating Agreement, the Operating Agreement shall prevail and control. The Investment Summary attached hereto as Exhibit B forms a part of this Memorandum and is accordingly incorporated herein by this reference. Unless otherwise noted, capitalized terms used herein have the meanings set forth in the Operating Agreement. The Company Virtua 99th Holdings, LLC, an Arizona limited liability company

(the “Company”).

The Manager The Company’s Manager is Quyp Development Services, LLC, an Arizona limited liability company (the "Manager"). The Manager is controlled by Quynh Palomino ("Palomino") and Kathleen Robinson (“Robinson”), and is owned by Quyp Holdings, LLC, which is wholly owned and controlled by Palomino. See “The Manager” on page 23 herein.

The Property Owner Virtua 99th, LLC, an Arizona limited liability company (the "Property Owner").

Investment Objectives The investment objectives of the Company are to use funds raised from Investors (the “Class “A” Equity” or "New Capital") to contribute to the Property Owner to be combined with the Loan to purchase, develop and sell an approximate 58.72 acre parcel of undeveloped land (i.e., 2,557,850 square feet) just west of Phoenix in Avondale, Arizona, on the Interstate 10 and Arizona State Route Loop 101 corridors (the "Property"). The Class “A” Equity and Loan will also be used to fund other start-up, offering and organization costs of the Company, and pay various costs and fees related to origination of the Loan.

Size of Offering The Company is seeking $3,250,000 (the "Total Offering Amount") from accredited investors ("Investors") as defined by Regulation 501(a) of the Securities Act for whom such an investment is suitable. Such Investors will become Class “A” Equity Members in the Company. The Manager reserves the right to lower or raise the Total Offering Amount in its sole discretion. There is therefore no minimum amount of capital which must be raised by the Company prior to the Company terminating this Offering.

The Manager, Virtua Partners LLC ("Virtua") and their affiliates reserve the right to invest in the Company as Class “A” Equity Investors, which may reduce the absolute dollar amount of Class “A” Equity Membership Interests available to unaffiliated investors, and would reduce the relative percentage of Class “A” Equity Membership Interests held by unaffiliated Investors.


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Eligible Investors Only persons or entities who qualify as “accredited investors” within the meaning of Regulation D under the Securities Act will be eligible to participate in the Offering. See “Investor Suitability” beginning on page 19 herein.

Minimum Investment The minimum investment by an Investor will be $25,000, subject to acceptance of lesser amounts at the sole discretion of the Manager.

Closing of Offering The Company expects to terminate this Offering no later than April 14, 2017 (the “Termination Date”). There is no minimum Total Offering Amount in the Offering and the Manager may close on funds at any time, in any amount, in its sole discretion.

Holding Period Following the Closing, the Property will be 100% owned by the Property Owner. The Manager anticipates that the Company will hold ownership of various parcels within the Property from 12 to 36 months after Closing depending on market conditions. During such time, the Property Owner will seek to obtain entitlements and approval of a subdivision or plat for the Property which would allow it to divide it into commercial parcels and pads and will sell off such parcels and pads to end users for development. The Manager will attempt to complete all parcel sales within 36 months after Closing, but reserves the right to continue to sell after that date based on market conditions.

Additional Capital Contributions; Member Advances

Members have no obligation to make additional capital contributions to the Company under the Operating Agreement.

If the Manager determines the Company needs additional capital for its operations, the Manager may seek loans from the Members to the Company which shall bear interest at a rate determined by the Manager and shall be repaid by the Company prior to other distributions to the Members. Repayment of such loans shall not be deemed a payment of return of capital or profits.

Term The Company will have a perpetual term, subject to prior dissolution per the terms of the Operating Agreement.

Members Upon Closing, all Investors will become Members of the Company holding Interests.

Distributions Distributions from the Company shall be made at such time and in such amounts as determined by the Manager. Cash shall only be available for distribution following payment of any expenses, fees and debt service payments by the Property Owner and the Company. The Company will be dependent upon distributions from the Property Owner for available cash to distribute to Members. The Manager may withhold from any distributions to the Company or the Members, in its sole discretion, appropriate reserves for expenses and liabilities of the Company.


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When made, distributions of available funds to the Members by the Company shall be made to each Member as follows:

(1) First, 100% to Class “A” Equity Members pro rata in proportion to their percentage interest until such time as each Member has received return of their invested capital and funds to achieve a 15% Internal Rate of Return.

(2) Thereafter, 50% to Class “A” Equity Members, and 50% to Class “B” Members, each pro rata in proportion to their relative percentage interests. The Class “B” Members are expected to consist of QuypProp and Virtua in equal amounts (25% each).

For purposes of calculating Internal Rate of Return, the following formula will be used:

“Internal Rate of Return” and/or “IRR” refer to an internal rate of return which is a discount rate that makes the net present value (or “NPV”) of all cash flows (positive and negative) from a project equal to zero. IRR calculations rely on a formula similar to the formula used for calculating the NPV.

The following is the formula for calculating NPV of a project:

Where: Ct = net cash inflows during the period t

Co= total initial investment costs r = discount rate t = number of time periods

Allocation of Income, Gain, Loss and Deduction

All items of income, gain, loss and deduction of the Company will be allocated to the Members in a manner generally consistent with the distribution procedures outlined under “Distributions” above. The Manager may make certain adjustments in allocations in accordance with the Operating Agreement to comply with regulatory allocation requirements.

Compensation for Manager, Virtua and Affiliates

Pursuant to Section 2.08(d)(i) of the Operating Agreement, the Manager will be paid a 3% of purchase price acquisition fee upon the Closing of the purchase of the Property. The Manager will also be paid and a design entitlement and construction management fee of 6% of the sales prices of parcels of the Property, due on the sale of such parcels, minus amounts received pursuant to a monthly advance of $20,000 per month to be paid by the Company to Manager.

Pursuant to Section 2.08(d)(ii) of the Operating Agreement, Versant, in which Palomino and Kendall hold an equity


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ownership, will receive a 1% of principal loan origination fee and a $50,000 due diligence and compliance fee for services performed in connection with securing the purchase of the Property and completion of the Offering.

Additionally, QuypProp and Virtua, as Class “B” Members of the Company, will be eligible to receive net distributions therefrom, if and when the Milestone is achieved, pursuant to Section 3.01 of the Operating Agreement, and as outlined on page 6 herein.

Other Fees and Expenses Monarch Bay Securities, LLC, the FINRA registered broker-dealer serving as the manager of this Offering, will receive a fee of 1% of all capital raised therefrom. Additionally, if the Company, in its sole discretion, requests Monarch to source and raise capital for this Offering, it will pay Monarch an additional fee of 7% of all capital that Monarch so sources and raises per Section 2.08(d)(iii) of the Operating Agreement.

The Company may engage third parties to provide the reasonable and customary services provided by property managers, brokers, general contractors, professional service providers or other agents, the costs of which will be borne by the Company. The Company may engage affiliates of the Manager to provide such services, provided, that the fees for such services shall be on arm’s-length terms and at prevailing market rates pursuant to Section 6.05(f) of the Operating Agreement.

Offering and Organizational Expenses

The Company will reimburse the Manager, Virtua and their affiliates, principals and agents for all reasonable and customary organizational and offering expenses, including legal fees, marketing fees and expenses, and other out-of-pocket expenses of the Company, the Manager and its affiliates, principals and agents, incurred in the formation and capital raising activities of the Company, pursuant to Section 6.04(b) of the Operating Agreement.

Management The Company shall be managed solely by the Manager, who shall act in good faith at all times when managing and operating the Company.

Pursuant to Section 6.05 of the Operating Agreement, the Manager shall have discretion to take all actions on behalf of the Company except for certain major decisions, as enumerated in Section 6.06 of the Operating Agreement, which shall require approval by Members holding a majority of the Interests of the Company (unless a greater approval is required by the Operating Agreement or the Arizona Limited Liability Company Act). Major decisions requiring such approval under the Operating Agreement are summarized as follows:

(a) In the event of a vacancy, appoint a Manager of the Company;


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(b) File any bankruptcy or other insolvency or reorganization proceeding involving the Company;

(c) Amend this Agreement (except with respect to updates of the Membership Schedule of the Company, as permitted by this Agreement) (which event will require the approval of a Majority Vote of each membership class); or

(d) Dissolve, merge, or otherwise alter the organic structure of the Company.

If the Manager, Virtua or their affiliates choose to subscribe to this Offering, they may directly or indirectly control a certain pro-rata proportion of the Company’s voting rights by virtue of their aggregate Class “A” Equity Membership Interests; such voting rights would be in addition to the voting rights accruing to some of these parties as Class “B” Members once the Milestone is achieved.

Pursuant to Section 6.03 of the Operating Agreement, actions not taken at meetings of the Members of the Company but instead by written consent shall require written consent of the Members holding the requisite percentage ownership interest in the Company to approve such action.

Leverage The Company intends to employ debt leverage in the purchase and development of the Property in order to enhance returns from the Property. The Manager expects to obtain financing for the Property Owner through a loan from INCA Capital LLC, or its affiliate (the "Lender"), in the amount of $2,250,000. The Loan will be secured by a mortgage on the Property and will be guaranteed as to certain “carve out” matters by Lloyd W. Kendall, Jr. and Quynh Palomino, the two principals of Virtua. Members of the Company will not be required to execute any such guarantee or indemnity.

More information regarding the Loan is contained in the term sheet from Lender attached hereto as Exhibit C.

A summary of the basic terms of the Loan follows, provided, however, that such terms are qualified in their entirety by the contents of the loan documents, which may be requested by prospective investors for review:

Principal Amount: $2,250,000

Loan Purpose: To fund purchase and development of the Property.

Security: Mortgage on Property; security interest in all FF&E (i.e., furniture, fixtures and equipment), reserve accounts, proceeds from operations and personal property.


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Indicative interest rate: Fixed rate anticipated to be approximately 10.5% per annum.

Loan Term: 1 year

Payments: Monthly interest only with balloon upon maturity

Prepayment: At any time subject to a 6 month minimum interest requirement

Loan Origination Fees: 2.75% paid to Lender

Documentation and Processing Fees: $8,200

Loan Brokerage Fees: 1.0% paid to Versant

The Property Owner is a single purpose entity whose sole purpose is to, directly or indirectly, own and operate the Property. For so long as the Loan is outstanding, the Lender may require additional covenants in the Operating Agreement of the Property Owner to ensure the single purpose entity status of the Company. These provisions may restrict the management activities of the Manager.

The use of leverage involves additional risks that are detailed later in this Memorandum. See “Risk Factors” beginning on page 27 herein.

The Manager anticipates that an affiliate or affiliates of the Manager will purchase the following parcels on the following terms, with all earnest money deposits due to the Company at Closing and non-refundable upon remittance thereof:

(a) The approximate 3 acre portion of the Property referred to as in the Site Plan “Parcel 2” (anticipated for development of a hotel, the “Hotel Project”) is expected to be sold to Virtua Affiliates for $1,324,224 (approximately $10.00 per square foot). This transaction will require an earnest money deposit of $65,000 and that its closing occur within 1 year of remittance of the earnest money deposit. As described in Section 2.08(c)(iii) of the Company Agreement, the Class “A” Equity Members will have a right to invest in any Virtua Affiliate which may develop or acquire the Hotel Project on the Property.


(c) The approximate 8.2 acre portion of the Property referred to in the Site Plan as “Parcel 4” (anticipated for development of apartments) is expected to be sold to


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Virtua Affiliates for $3,571,920 (approximately $10.00 per square foot). This transaction will require an earnest money deposit of $100,000 and that its closing occur within 3 years of remittance of the earnest money deposit.

(d) The approximate 7.8 acre portion of the Property referred to in the Site Plan as “Parcel 7” (anticipated for development of townhomes) is expected to be sold to Virtua Affiliates for $2,378,376 (approximately $7.00 per square foot). This transaction will require an earnest money deposit of $100,000 and that its closing occur within 3 years of remittance of the earnest money deposit.

If such sales are completed, the Company believes its proceeds will be adequate to repay the Loan in full, to fund infrastructure construction reserves for the balance of the Property and to return some funds to Investors. In the aggregate, purchases of the four aforementioned parcels of the Property by Virtua Affiliates are expected to result in sale proceeds of $11,456,280, of which $5,950,296 is expected within 1 year of their earnest money deposits, and $5,505,984 is expected within 3 years of their earnest money deposits. No assurances can be made by the Manager or the Company that any of the aforementioned transactions described immediately above will occur. Each of the closings of the aforementioned transactions is subject to satisfaction of customary representations and warranties, including absence of any recognized environmental conditions. As importantly, for each of the several aforementioned parcels, the applicable Virtua Affiliate, in its sole discretion, must furnish the Company’s escrow agent a ‘continuation notice’ within 180 days after the opening of escrow if such Virtua Affiliate intends to proceed with the corresponding transaction. Alternatively, each of the Virtua Affiliates may provide the Company with a ‘termination notice’ within 180 days after the opening of escrow on the corresponding transaction if such Virtua Affiliate decides not to proceed with its parcel acquisition. Either of the provision of a termination notice or the failure to provide a continuation notice by Virtua Affiliates, each in their respective sole and absolute discretion, with or without cause, within the specified time period, will cause the automatic termination of the corresponding parcel purchase agreement. The Company is entitled to retain the earnest money deposit corresponding to any parcel for which a termination notice is given or a continuation notice is not timely provided. More information regarding the business plan of the Company and Property Owner is contained later in this Memorandum and in the Investment Summary attached as Exhibit B hereto.

Indemnification Pursuant to Article VII of the Operating Agreement, the Company shall indemnify and defend the Manager, Members and other persons engaged in the representation and operation of the


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Company, to the fullest extent of the law against any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal or further inquiry or investigation thereof, and against any judgments, fines, penalties, settlements and reasonable expenses arising therefrom. This indemnification expressly extends to situations where negligence of the indemnified party may be found or under theories of strict liability.

Notwithstanding the foregoing, parties will not be eligible for indemnification from the Company for (a) breach of a person’s duty of loyalty to the Company or its Members, (b) acts or omissions not in good faith that constitute a breach of duty of the person to the Company or an act or omission that involved intentional misconduct or a knowing violation of the law, (c) a transaction from which the person received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person’s office, or (d) acts or omissions for which the liability of a Manager or Member is expressly prohibited by an applicable statute.

Parties seeking indemnification under the Operating Agreement have the right to seek advanced payment to cover the expenses incurred by such party, prior to the determination of whether such party is eligible for indemnification by the Company.

Resignation or Removal of the Manager

Pursuant to Section 6.02(b) of the Operating Agreement, the Manager may resign at any time by providing written notice to the Members. However, pursuant to Section 6.01(c) of the Operating Agreement, the Manager may not be removed as the manager of the Company by the Members, and notwithstanding such provision, per Section 6.03(c) of the Operating Agreement, no additional person other than Quyp Development may be appointed, nor may Quyp Development be removed, as Manager of the Company, for so long as: (a) the Milestone is unsatisfied; and (b) Guarantors and/or their respective affiliates (including, but not limited to, Virtua and/or Quyp Development) have any liability relating to the financing of the Property (including the Loan) and any other guarantees of obligations of the Company and/or Property Owner. As provided in Section 6.02(b) of the Operating Agreement, any vacancy occurring in the Manager will be filled by a Majority Vote of the Members.

Transfer and Withdrawal Pursuant to Sections 3.05(a) and 3.07 of the Operating Agreement, Members will not be permitted to withdraw from the Company or to withdraw any portion of their capital accounts. A Member may not sell, assign or transfer all or any portion of its Interest in the Company at any time without compliance with applicable federal and state securities laws, rules and regulations.

Certain Tax Considerations The Manager expects that the Company’s investments will likely cause Members that are exempt from Federal income tax to


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recognize “unrelated business taxable income” or UBTI as a result of its investment in the Company. The Company will be classified as a partnership and the Members will be treated as partners of the Company for tax purposes. It is anticipated that no distributions will be available from the Company until such time as the Property is sold or refinanced, including for imputed taxable income to Members attributable to their respective investments. See “Income Tax Considerations” beginning on page 44 herein for additional information.

Investors should consult their own tax advisors with respect to the tax consequences of an investment in the Company.

Securities Law Matters The Interests described herein are not being registered under the Securities Act and therefore must be acquired for investment purposes only and not with a view to the distribution thereof. Offers of Interests will be made only to “accredited investors” as defined in Section 501(a) of Regulation D promulgated under the Securities Act for whom they are suitable. See “Investor Suitability” beginning on page 19 herein. In addition, the Company intends to rely on an exemption from registration under the Investment Company Act of 1940, as amended.


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INVESTOR SUITABILITY This investment is appropriate only for investors who have no need for immediate liquidity in their investments and who have adequate means of providing for their current financial needs, obligations and contingencies, even if such investment results in a total loss. Investment in the Interests involves a high degree of risk and is suitable only for an investor whose business and investment experience, either alone or together with a purchaser representative, renders the investor capable of evaluating each and every risk of the proposed investment. CAREFULLY READ THE ENTIRE “RISK FACTORS” SECTION OF THIS MEMORANDUM. Each person (the “Investor”) seeking to acquire Interests will be required to represent that he, she or it is purchasing for his, her or its own account for investment purposes and not with a view to resale or distribution. The Company will sell Interests to an unlimited number of “Accredited Investors” for whom an investment in the Company is deemed suitable at the sole determination of Monarch, this Offering’s FINRA registered managing broker-dealer, pursuant to FINRA Rule 2111, and no other Investors. To qualify as an “Accredited Investor” an Investor must meet ONE of the following conditions:

1. Any natural person who had an individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two most recent years or joint income with that person’s spouse in excess of Three Hundred Thousand Dollars ($300,000) in each of those years and who has a reasonable expectation of reaching the same income level in the current year;

2. Any natural person whose individual net worth or joint net worth, with that person’s spouse,

at the time of their purchase exceeds One Million Dollars ($1,000,000.00), excluding the value of such person’s primary residence, as determined in accordance with the Securities Act of 1933, as amended (the “Securities Act”);

3. Any bank as defined in Section 3(a)(2) of the Securities Act, or 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; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the Investment Fund Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Fund (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; 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 in excess of $5,000,000.00; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of Five Million Dollars ($5,000,000.00) or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

4. Any private business development company as defined in Section 202(a)(22) of the

Investment Advisors Act of 1940;

5. Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of Five Million Dollars ($5,000,000.00);


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6. Any director or executive officer, or manager of the issuer of the securities being sold, or any

director, executive officer, or manager of a manager of that issuer;

7. Any trust, with total assets in excess of Five Million Dollars ($5,000,000.00), not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of the Code; or

8. Any entity in which all the equity owners are accredited investors as defined above. General Solicitation The Company will be relying on Rule 506(c) of the Securities Act to engage in general solicitation for promotion of this Offering. Pursuant to such rule and related rules and regulations, the Company must verify each Investor's status as an Accredited Investor. Therefore, to qualify for the applicable exemptions and obligations under federal securities laws, the Company must solicit and receive certain personal financial information and/or certifications from the Investor or its representatives regarding the qualification of the Investor as an Accredited Investor. Further information regarding the personal financial information and/or certifications to be submitted to the Company is contained in the Subscription Documents. Total Offering Amount The total offering amount of this Offering is $3,250,000 (the “Total Offering Amount”), provided, that the Manager may reduce or increase the Total Offering Amount at any time in its sole discretion. The Manager, Virtua and their affiliates reserve the right to invest in the Company as Class “A” Equity Members, which may reduce the amount of Interests available to unaffiliated investors. This Offering may, however, be terminated at the sole option of the Manager at any time and for any reason (or no reason) before the Total Offering Amount is received. Restrictions on Transfer As a condition to this Offering, Members will be prohibited from reselling or otherwise transferring any Interests purchased hereunder without compliance with applicable federal and state securities laws, rules and regulations. To the extent required by applicable law or in the sole and absolute discretion of the Manager, legends shall be placed on all instruments or certificates (if any) evidencing ownership of Interests in the Company stating that the Interests have not been registered under the federal securities laws and setting forth limitations on resale, and notations regarding these limitations shall be made in the appropriate records of the Company with respect to all Interests offered through this Offering.


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ANTICIPATED USES OF COMPANY AND OFFERING PROCEEDS The Company will use proceeds of the Offering and from the Loan as set forth below:

Amount of Amount From

Offering Proceeds Other &

SOURCE (Equity/Investors) Loan Proceeds % of Equity % of Total

Sources

Class A Equity Total Funding (Gross) $ 3,250,000

Loan $ 2,250,000

Forward Sales Deposit $ 500,000

Deposits $ 115,000

USE Acquisition of Real Estate from Offering Proceeds $ 2,135,000 $ 115,000 65.61% 36.79%

Acquisition of Real Estate from Loan Proceeds $ 2,250,000 0.00% 36.79%

Broker-Dealer Fees : Monarch* $ 260,000 8.00% 4.22%

Acquisition Fee : Quyp Dev. Svcs. $ 135,000 4.15% 2.21%

Advances on Design/Entitlement Fee : Quyp Dev Svcs. $ 240,000 7.38% 3.92%

Origination Fee : Versant $ 22,500 0.69% 0.37%

Due Diligence Fee : Versant $ 50,000 1.54% 0.82%

Finance Costs $ 70,825 2.18% 1.16%

Third Party Costs $ 6,700 0.21% 0.11%

Escrow & Title Charges $ 2,275 0.07% 0.04%

Legal $ 50,000 1.54% 0.82%

Development Costs, Expenses, Operation & Reserves $ 21,000 $ 500,000 0.65% 8.52%

Contingency & Misc. $ 260,780 8.02% 4.23%

Total Fees and Expenses from Closing $ 1,119,080 34.43% 18.15%

Class A Equity Total Funding (Net) $ 1,015,920

Total Uses from Offering Proceeds (Equity) $ 3,254,080 100.00%

Total Uses from Loan Proceeds $ 2,865,000 100.00%

1. *MONARCH WILL RECEIVE A FEE OF 1% OF ALL CAPITAL RAISED IN THIS OFFERING. ADDITIONALLY, IF THE COMPANY, IN ITS

SOLE DISCRETION, REQUESTS MONARCH TO SOURCE AND RAISE CAPITAL FOR THIS OFFERING, IT WILL PAY MONARCH AN

ADDITIONAL FEE OF 7% OF ALL CAPITAL THAT MONARCH SO SOURCES AND RAISES PER SECTION 2.08(D)(III) OF THE OPERATING

AGREEMENT.

2. PER SECTION 2.08(D)(III) OF THE OPERATING AGREEMENT, QUYP DEVELOPMENT SERVICES, LLC IS ENTITLED TO AN ADVANCE

ON THE DESIGN ENTITLEMENT AND CONSTRUCTION MANAGEMENT FEE IN THE AMOUNT OF $20,000 PER MONTH, PROMPTLY

FOLLOWING THE ACQUISITION OF THE PROPERTY (AND THE COMPANY WILL RECEIVE CREDIT FOR SUCH PRE-PAID FEE UPON THE

CLOSING OF EACH PARCEL SALE OF THE PROPERTY). THE ILLUSTRATION IN THE TABLE ABOVE ASSUMES THAT THE FIRST SALE OF

A PARCEL WILL OCCUR ON THE 1-YEAR ANNIVERSARY OF THE TERMINATION DATE OF THE OFFERING; HOWEVER, THERE CAN BE

NO ASSURANCE THAT THE FIRST PARCEL SALE WILL ON OR BEFORE THAT DATE. CONSEQUENTLY, THE COMPANY’S ADVANCE

BALANCE TO QUYP DEVELOPMENT SERVICES, LLC MAY EXCEED THE $240,000 SHOWN IN THE TABLE ABOVE IF THE FIRST

PARCEL SALE OCCURS AFTER THE 1-YEAR ANNIVERSARY OF THE TERMINATION DATE. MOREOVER, THERE CAN BE NO


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ASSURANCE THAT ANY PARCELS WILL BE SOLD, IN WHICH CASE THE COMPANY’S ADVANCE BALANCE TO QUYP DEVELOPMENT

SERVICES, LLC WOULD BE UNLIMITED GIVEN THAT THE COMPANY HAS A PERPETUAL TERM OF EXISTENCE. THUS, IF THE FIRST

SALE OF A PARCEL OF THE PROPERTY (I) OCCURS LATER THAN THE 1-YEAR ANNIVERSARY OF THE TERMINATION DATE, (II) IS

INSUFFICIENT TO COVER THE ADVANCES MADE TO QUYP DEVELOPMENT SERVICES, LLC, OR (III) IF NO PARCEL SALES OCCUR, DILUTION RELATIVE TO THE TOTAL OFFERING AMOUNT COULD BE SUBSTANTIALLY GREATER THAN THAT PORTRAYED IN THE

IMMEDIATELY PRECEDING PARAGRAPH. THE ABOVE SOURCES AND USES OF FUNDS TABLE IS AN ESTIMATE MADE BY THE MANAGER OF THE COST OF PURCHASE, DEVELOPMENT AND SALE OF THE PROPERTY. THE SOURCES AND USES OF FUNDS TABLE IS FOR ILLUSTRATIVE PURPOSES ONLY

AND IS NEITHER A REPRESENTATION NOR A WARRANTY BY THE MANAGER OF THE ACTUAL APPLICATION OF THE FUNDS INVESTED

IN THE COMPANY OR AVAILABLE THERETO. THE ESTIMATES MADE BY THE MANAGER CONTAINED IN THIS SOURCES AND USES OF

FUNDS TABLE ARE BASED ON ASSUMPTIONS MADE TO ILLUSTRATE POSSIBLE FUTURE EVENTS BASED ON CERTAIN ASSUMED FACTS, AND THE ACTUAL RESULTS WILL BE SUBJECT TO RISKS AND UNCERTAINTIES. A VARIETY OF FACTORS, MANY OF WHICH ARE

BEYOND THE MANAGER’S CONTROL, WILL AFFECT OPERATIONS, PERFORMANCE, BUSINESS STRATEGY AND RESULTS AND COULD

CAUSE THE ACTUAL SOURCE OF FUNDS AND THE APPLICATION OF FUNDS TO BE MATERIALLY DIFFERENT FROM THOSE

ILLUSTRATED.


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THE MANAGER Quyp Development Services, LLC is an Arizona limited liability company formed in 2016 for the purpose of managing and directing the affairs of the Company. The Manager is managed by Quynh Palomino and Kathleen Robinson, and is wholly owned by Quyp Holdings, LLC. Quyp Holdings, LLC is wholly owned by Palomino. Palomino is an owner and affiliate of Virtua. Palomino and Robinson have full power and control of all decisions of the Manager and will therefore have control of the Company and its actions in management and control of the Property Owner and the Property. The Manager will generally have sole and exclusive control over the Company and Property Owner and the power and authority to take such actions from time to time as the Manager may deem to be necessary, appropriate or convenient in connection with the management and conduct of the business and affairs of the Company, subject to approval rights over certain major decisions by the Members (see Summary of Terms - Management). Subject to certain limitations in the Operating Agreement as described in Sections 6.05 and 6.06 therein, the Manager will have full authority to execute on behalf of the Company and Property Owner any and all agreements, contracts, leases, subleases, licenses, conveyances, deeds, mortgages and other instruments, and will have the authority to cause a sale or refinance of the Property or any portion thereof. In general, Members (other than the Manager) shall have few effective rights or obligations to take part, directly or indirectly, in the active management or control of the business of the Company. As described in Sections 2.08(d)(i) of the Operating Agreement, and in “Distributions and Compensation of Manager and Sponsors” on page 25 herein, the Manager will be paid a 3% of purchase price acquisition fee upon the Closing of the purchase of the Property. The Manager will also be paid a design entitlement and construction management fee of 6% of the sales price of parcels of the Property sold, which will be due on the sale of such parcels, minus advances to be made by the Company to the Manager in the amount of $20,000 per month. As Class “B” Members, both QuypProp and Virtua will receive profit participations in distributions from the Company if the Milestone described on page 6 herein is achieved. Versant, in which Palomino and Kendall hold an equity ownership, will receive a 1% of principal loan origination fee and a $50,000 due diligence and compliance fee for services performed in connection with securing the purchase of the Property and completion of the Offering. The Manager and its affiliates reserve the right to invest in this Offering, which may reduce the absolute dollar amount of Class “A” Equity Membership Interests available to unaffiliated Investors, and would reduce the relative percentage of Class “A” Equity Membership Interests held by unaffiliated Investors. An unaffiliated company, Monarch Bay Securities, LLC (“Monarch”), a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), will receive a fee of 1% of all capital subscribed to in this Offering. Additionally, if the Company, in its sole discretion, requests Monarch to source and raise capital for this Offering, the Company will pay Monarch an additional fee of 7% of all capital that Monarch so sources and raises per Section 2.08(d)(iii) of the Operating Agreement. Virtua Virtua Partners LLC will serve as the co-sponsor of this Offering. The principals and owners of Virtua are Quynh Palomino and Lloyd W. Kendall, Jr. Palomino and Kendall will provide a personal guaranty of certain "carve out" matters in the Loan. In exchange for services provided in connection with this Offering and for providing the guaranty, Virtua and QuypProp, as Class “B” Members, each will participate in the net of distributions of the Company if the Milestone described on page 6 herein is achieved pursuant to Section 3.01 of the Operating Agreement.


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Virtua and its affiliates reserve the right to invest in this Offering, which may reduce the absolute dollar amount of Class “A” Equity Membership Interests available to unaffiliated Investors, and would reduce the relative percentage of Class “A” Equity Membership Interests held by unaffiliated Investors.

Principals and Associates of the Manager and Virtua Quynh Palomino In addition to her management role with Manager, Quynh Palomino is a principal

of Virtua Partners LLC, Quyp Holdings, LLC (and thereby, of the Manager and Quyp Properties, LLC), Clear Vista Management, LLC and Versant Commercial Brokerage, Inc., and serves as manager for the family of funds that Virtua and its affiliates currently sponsor. Prior to her current roles within the aforementioned firms, Quynh was the director of a commercial real estate advisory company in San Diego. Previously, Quynh was a partner at a San Diego based construction and development firm, where she worked on development projects with government agencies, including the California Department of Parks and Recreation and the City of Pittsburg, California Redevelopment Agency.

Kathleen Robinson In addition to her management role with the Manager and with Quyp Properties, LLC, Kathy Robinson is the founder, principal, and sole owner of Vantage Point Consulting, LLC. Kathy has assisted 16 different tenants-in-common groups with asset management, Section 721 “roll up” consulting, and TIC bankruptcy asset management. Prior to forming Vantage Point Consulting, LLC, Kathy managed property operations for over 14 years for The Greenfield Group, which provides property management, brokerage and leasing services and development solutions for over 2 million square feet of medical space.

Lloyd W. Kendall Jr. Lloyd W. Kendall, Jr. is an attorney who has practiced in the San Francisco Bay Area since 1978, and has specialized in real estate and tax law, with a concentration on tax free exchanges and related areas. He received much of his practical tax law education through experience gained during his employment by the Internal Revenue Service. Mr. Kendall formed and owned Lawyers Asset Management, Inc., which acted as "Qualified Intermediary" for tax free exchanges under Section 1031(a) of the Internal Revenue Code, until 2006, when his company merged with Commercial Capital Bank. He also has served as tax counsel for several title companies, and has lectured extensively throughout the United States providing continuing education for lawyers and realtors. Kendall has invested in real estate since the 1970s.


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DISTRIBUTIONS AND COMPENSATION OF MANAGER AND SPONSORS As described in Sections 2.08(d)(i) of the Operating Agreement, the Manager will be paid an acquisition fee equal to 3% of the purchase price paid in connection with Property Owner’s acquisition of the Property, due to Manager upon the Closing of that purchase. Manager will also be paid a design entitlement and construction management fee of 6% of the sales price of parcels of the Property, due upon sale of such parcels, minus amounts advanced by the Company to Manager of $20,000 per month. As described in Section 2.08(d)(ii) of the Operating Agreement, Versant, in which Palomino and Kendall hold an equity ownership, will receive a 1% of principal loan origination fee and a $50,000 due diligence and compliance fee for services performed in connection with securing the purchase of the Property and completion of the Offering. As described in Section 3.01 of the Operating Agreement, QuypProp and Virtua each will be eligible to receive net distributions from the Company upon achievement of the Milestone as described on page 6 herein. The Manager, Virtua and their principals and affiliates will be eligible for reimbursement of any costs, fees or other expenses Manager incurs on behalf of the Company, including without limitation expenses from the formation, capital raising, recapitalization and reorganization activities for the Company and the Property. Such reimbursement precedes all distributions to Members, and are not contingent on achievement of the Milestone. The Company may engage affiliates of the Manager to provide other services to such entities; provided, that the fees for such services shall be on arm’s-length terms and at competitive market rates.


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FIDUCIARY RESPONSIBILITY OF THE MANAGER Under applicable law, the Manager is generally accountable to the Company as a fiduciary, which means that the Manager is required to exercise good faith and integrity with respect to the affairs of the Company and sound business judgment. This is a rapidly developing and changing area of the law, and prospective investors should consult with their own legal counsel in this regard. The fiduciary duty of the Manager is in addition to the other duties and obligations of, and limitations on, the Manager set forth in the Operating Agreement. Prospective investors should consult with their own independent counsel in this regard. The Company has not been separately represented by independent legal counsel in its formation or in the dealings with the Manager, and prospective investors must rely on the good faith and integrity of the Manager to act in accordance with the terms and conditions of this Offering. The Operating Agreement provides that the Company will indemnify the Manager and various parties related to the Manager against liability and related expenses (including, without limitation, legal fees and costs) incurred in dealing with the Company, its members, or third parties so long as the Manager has not conducted certain activities that breach its duties to the Company and its members. Therefore, members in the Company may have a more limited right of action against the Manager, its affiliates and principals than they would have absent these provisions in the Operating Agreement, and the Company may be required to make payments to the Manager or its affiliates to compensate for liability incurred in their performance of duties for the Company. A successful indemnification of the Manager, its affiliates or principals or any litigation that may arise in connection with such indemnification could deplete the assets of the Company. Members who believe that a breach of the Manager’s fiduciary duty has occurred should consult with their own legal counsel. It is the position of the U.S. Securities and Exchange Commission that indemnification for liabilities arising from, or out of, a violation of federal securities law is void as contrary to public policy. However, indemnification will be available for settlements and related expenses of lawsuits alleging securities law violations if a court approves the settlement and indemnification, and also for expenses incurred in successfully defending such lawsuits if a court approves such indemnification.


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RISK FACTORS AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE UNDERTAKEN ONLY BY QUALIFIED INVESTORS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME THESE RISKS AND TO BEAR THE LOSS OF ALL OR PART OF THEIR INVESTMENT. THE FOLLOWING RISK FACTORS (TOGETHER WITH OTHER FACTORS SET FORTH ELSEWHERE IN THIS MEMORANDUM) SHOULD BE CONSIDERED CAREFULLY, BUT ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY. INVESTORS SHOULD CONSULT WITH THEIR OWN FINANCIAL, LEGAL AND TAX ADVISORS PRIOR TO INVESTING IN INTERESTS.

INVESTMENT RISKS

No Registration: No Governmental Review This Offering has not been registered with, or reviewed by, the U.S. Securities and Exchange Commission (the “SEC”) or any state agency or regulatory body and, therefore, cannot be sold unless they are subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) and other applicable securities laws, or an exemption from registration is available. It is not contemplated that registration under the Securities Act or other securities laws will ever be effected. There is no public market for Interests in the Company and one is not expected to develop. Prohibition on Transfer of Interests; Withdrawal The transferability of Interests is restricted by the provisions of the Securities Act, and Rule 144 promulgated thereunder, and is prohibited by the provisions of the Operating Agreement without compliance with applicable federal and state securities laws, rules and regulations. Each prospective investor will be required to represent that it is acquiring its Interest in the Company for investment and not with a view to distribution or resale; that it understands it must bear the economic risk of an investment in the Company for an indefinite period of time because the Interests in the Company have not been registered with the SEC or any other state or governmental agency; and that it understands the Interests cannot be sold unless an exemption from such registration is available. The Operating Agreement expressly prohibits the sale or other transfer of a Member’s Interest in the Company without compliance with applicable federal and state securities laws, rules and regulations. Members possess no rights to withdraw from the Company or to otherwise recover any of their invested capital. Investors must be capable of bearing the economic risks of this investment with the understanding that these Interests may not be liquidated by resale or redemption and should expect to hold their Interests as a long-term investment. Rescission Risk This Offering is not registered with the SEC and is being made pursuant to certain exemptions from state and federal registration requirements. Although the Company will receive certifications, representations and warranties from investors to ensure compliance with such exemptions from registration and other matters, if it is later determined that this offering did not fully comply with state or federal law, the Company may be required to refund to a Member his or her investment, which refund would result in a reduction in the amount of operating capital available to the Company or may cause a shortfall in funds available to the Company for operation of the Property. The Company might be required to liquidate, with potential economic loss and tax risks to the remaining Members.


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Dilution Investors in this Offering will experience immediate and significant dilution upon the Termination Date of the Offering given that the organizational and offering expenses (including legal fees, marketing fees and expenses, and other out-of-pocket expenses) incurred by the Company, its Manager and other parties to the Transaction (including those incurred in the formation and capital raising activities of the Company, and in making the Equity Investment) are due and payable at or before that time. These certain offering and organizational expenses include payments due to affiliates of the Manager, including Quyp Properties, LLC (“QuypProp”), Virtua Partners LLC (“Virtua”), Versant Commercial Brokerage, Inc. (“Versant”), Lloyd W. Kendall, Jr. and Quynh Palomino as specified in Section 2.08 of the Operating Agreement. QuypProp, Virtua, and their affiliates are expected to earn an aggregate $447,500 of fees, or approximately 13.8% of its gross proceeds, at or before the Termination Date, consisting of property acquisition fees of $135,000, advances on design and entitlement fees of $240,000, and due diligence and origination fees of $72,500. Other expenses due and payable upon closing include fees paid to third parties including Monarch Bay Securities, LLC. As shown on page 21, these offering and organizational expenses payable by the Company are estimated to be as much as $1,119,080, or 34.43% of the current Total Offering Amount of $3,250,000.

Investors should carefully note that the estimates in the paragraph above presume the first sale of a parcel of the Property is projected to occur on the 1-year anniversary of this Offering. Quyp Development Services, LLC is entitled to an advance on the design entitlement and construction management fee in the amount of $20,000 per month, promptly following the acquisition of the Property (and the Company will receive credit for such pre-paid fee upon the closing of each parcel sale of the Property). The illustration in the table above assumes that the first sale of a parcel will occur on the 1-year anniversary of the Termination Date of this Offering; however, there can be no assurance that the first parcel sale will occur on or before that date. Consequently, the Company’s advance balance to Quyp Development Services, LLC may exceed the $240,000 shown in the table above if the first parcel sale occurs after the 1-year anniversary of the Termination Date. Moreover, there can be no assurance that any parcels will be sold, in which case the Company’s advance balance to Quyp Development Services, LLC would be unlimited given that the Company has a perpetual term of existence. Thus, if the first sale of a parcel of the Property (i) occurs later than the 1-year anniversary of the Termination Date, (ii) is insufficient to cover the advances made to Quyp Development Services, LLC, or (iii) if no parcel sales occur, dilution relative to the Total Offering Amount could be substantially greater than that portrayed in the immediately preceding paragraph. Upon the Termination Date of this Offering, QuypProp and Virtua, both affiliates of the Manager, are expected to become Class “B” Members of the Company, and are also expected to exclusively comprise its Class B Membership (as such term is defined in Section 1.01(d) of the Operating Agreement). Until the Milestone is achieved, the Class “B” Members will have no voting rights, and are ineligible for any distributions from the Company, including those resulting from a liquidation or windup of the Company (although certain affiliates of the Class “B” Members will earn fees as stipulated in Section 2.08 of the Operating Agreement). Once the Milestone is achieved, in the aggregate, the Class B Membership will receive 50% of the Company’s voting and will be eligible to receive 50% of the Company’s net distributions, including proceeds upon liquidation, and the Class “A” Equity Members will experience simultaneous equivalent dilution of their relative Interests in the Company at that date. Moreover, Investors in this Offering should note that, pursuant to Sections 3.01(b)(ii) and 4.01(a)(iii) of the Operating Agreement, the Class “B” Members will receive their respective Class “B” Interests in exchange for services rendered to the Company in connection with its organization. There is no requirement that the prospective Class “B” Members invest any cash or equivalents in the Company in exchange for their respective interests, although they may do so if they choose to acquire Class “A”


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Equity Membership Interests in this Offering in addition to the Class “B” Interests they will receive for services rendered. However, there has been no independent appraisal of the value of the services rendered in prospective exchange for the Class “B” Interests, and neither the Company nor its affiliated Manager has made any attempt to solicit competitive arm’s–length bids from unaffiliated parties capable of providing these services. Accordingly, Investors in this Offering must solely rely on the good faith of the Company and its affiliated manager that the services rendered by the affiliated Class “B” Members have value at least equivalent to the value of 50% of the Company at the time the Milestone has been achieved. Size of the Offering The Company is seeking subscriptions for $3,250,000 (the “Total Offering Amount”); however, there is no assurance that the Company will obtain subscriptions equal to $3,250,000 or any other amount. The Company’s Manager reserves the right to increase or decrease the Total Offering Amount in its sole discretion. There is, therefore, no minimum required to be raised by the Company prior to the Company accepting subscriptions funds from prospective Investors, and the Company, in its sole discretion, may close this Offering for an amount less than $3,250,000, or alternatively return funds to Investors in whole or in part without interest. Accordingly, prospective investors will have lost the use of their money from the time they subscribe for such Interests to the time the Company closes this Offering or such subscription funds are returned to prospective investors, without interest or other remuneration. Moreover, should the Company close this Offering for a Total Offering Amount, the amount of operating capital available to the Company may also be reduced (if not available on terms and conditions acceptable to the Company and its Manager) which could impair the ability of the Company to operate as planned. The Company might be required to liquidate, with potential economic loss and tax risks to the remaining Members. Additional Capital Requirements

If the cost of operating the Property, including debt service, exceeds the income earned thereon, the Company may have to spend additional funds to protect its investment, or the Company or Property Owner may default on its debt obligations, or may be required to dispose of the Property on disadvantageous terms if necessary in order to raise needed funds. The Company has not set a minimum amount of working capital reserves, and any such reserves maintained by such entities from time to time may be inadequate to meet operating deficits or other contingencies which may arise. The Manager is authorized to cause the Company to raise additional capital through requesting loans from its members. If the Company is unable to raise funds through loans from members, it may be unable to continue to fund the Property expenses and debts of the Property Owner, and the Property may be subject to foreclosure or other encumbrance.

Speculative Nature of Investment Investment in these Interests is speculative and, by investing, each Investor assumes the risk of losing the entire investment. The Company has limited operations as of the date of this Memorandum and will be solely dependent on the Manager and its operation of the Company, Property Owner and the Property, which is subject to the risks described herein. Accordingly, only investors who are able to bear the loss of their entire investment and who otherwise meet the investor suitability standards should consider purchasing these Interests. See “Investor Suitability” on page 19 herein.


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Subordinated Position of Investment Members of the Company will own equity securities which are subordinate (i.e. junior) to the distribution and liquidation preferences of the Lender. In the event of default on the anticipated Loan, the Lender will have preferential recourse to the assets and distributions of the Property. If the assets of the Property are insufficient to repay the accrued interest and principal due to the Lender, Members could lose their entire investment and no longer receive any further distributions. The Lender will have a priority on any proceeds on distribution from the Property, the remainder of which may be insufficient to return any principal or return thereon to the Company’s Members. Potential Conflicts of Interest Investors should be aware that there may be occasions when the Manager and its affiliates will encounter potential conflicts of interest in connection with the activities of the Company. The discussion in the “Conflicts of Interest” section beginning on page 39 herein describes certain potential conflicts of interest that should be carefully evaluated before making an investment in the Company. In particular, Investors should note that the Manager is an affiliate of both QuypProp and Virtua, which are expected to comprise all of the Class “B” Members of the Company, which will control 50% of the Company’s votes and will be eligible to receive 50% of the Company’s net distributions once the Milestone is received, notwithstanding that there is no requirement that the entities comprising the Class “B” Members invest any cash or equivalents in the Company in exchange for their respective interests. Pursuant to Section 6.01(c) of the Operating Agreement, the Manager may not be removed as the manager of the Company by the Members. Moreover, and notwithstanding such provision, per Section 6.03(c) of the Operating Agreement, no additional person other than Quyp Development may be appointed, nor may Quyp Development be removed, as Manager of the Company, for so long as: (a) the Milestone remains unsatisfied; and (b) the Guarantors and/or their respective affiliates (including, but not limited to Virtua and/or Quyp Development) have any liability relating to the financing of the Property (including the Loan) and any other guarantees of obligations of the Company and/or Property Owner. Further, the affiliated Manager will receive certain fees and expenses for its services regardless of whether the Milestone is achieved or there are ever any funds available for distribution to the Class “A” Equity Members and despite that it may not be removed by the Members. See “Distributions and Compensation of Manager and Sponsors” on page 25 herein. Investors and Company Not Independently Represented The Company has not been represented by independent legal counsel for its organization and dealings with the Manager. In addition, the attorneys who have performed services for the Company have also represented the Manager, Palomino, Kendall, Virtua and QuypProp, but have not represented the interests of the prospective investors or Members of the Company (except for the Manager, Palomino, Kendall, Virtua and QuypProp, as applicable). By executing the Subscription Documents, each Member will agree to waive any conflict of interest that may exist as a result of such representation. See “Conflicts of Interest” section below. Investment Delays There may be a delay between the time the Investor submits the Subscription Documents to the Manager and the time the Total Offering Amount is reached, at which time the Company may accept funds. After the Total Offering Amount is reached, there may be a delay between the time Interests are accepted by the Company and the time the proceeds of this Offering are utilized.


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The Closing Date for Purchase of the Property is Indeterminable and Indeterminate The Company currently projects October 20, 2016, as the date upon which the Property Owner will complete closing of the acquisition of the Property, including without limitation closing of funds from the Offering, closing of the Loan, and payment of all fees and costs; however, the latest date upon which such acquisition closing will occur is November 14, 2016 (the “Closing”), unless extended past that date in the discretion of the Manager, contingent upon approval of the applicable counterparties in the transaction. There can be no assurance that the Property Owner will close on the currently projected date of October 20, 2016, on the ‘latest’ date of November 14, 2016, or on any other date, if the counterparties extend the date of the Closing. Moreover, the counterparties may agree to further extensions of the Closing date without limitation. Consequently, there can be no assurance that any Investor funds will be ever be used for acquisition of the Property once accepted by the Company; however, pursuant to Section 4.01(a)(ii) of the Operating Agreement, if the acquisition of the Property has not been consummated on or before December 31, 2016, the Company will return all accepted subscription funds to the Investors. Accordingly, funds advanced by Investors in this Offering may be held by the Company, without deployment, interest or right of return, for as long as more than 3 months after subscriptions are advanced by Investors to the Company. Taxable Income without Corresponding Distributions

Each Member will be required to report on its Federal income tax return its distributive share of the Company’s income or gain, whether or not it receives any actual distributions of money or property from the Company during the taxable year. Therefore, a Member’s tax liability related to the Company (including upon a sale or the event of a foreclosure of the Property) could exceed amounts distributed by the Company to such Member in a particular year, and a Member may be required to pay such tax liability with funds from other sources.

Lack of Regulation The Manager and the Company are not directly supervised or regulated by any federal or state authority with respect to activities contemplated regarding the Property. Reliance on Manager The Company will be managed by the Manager, which will therefore control the actions of the Property Owner and development of the Property. Members will be relying extensively on the experience, relationships and expertise of the Manager and its principals in recapitalizing, renovating, managing and operating the Property. Other than for certain major decision rights, Members will have no right or power to take part in the management of the Company or Property Owner, and will have no effective means of influencing day-to-day actions of the Manager in the conduct of the affairs of the Company and Property Owner. See “The Manager” beginning on page 23 herein for biographies of certain of the individuals who will manage the affairs of the Company. Although the principals of the Manager previously have sponsored several real estate programs, none have sponsored real estate programs with investment objectives identical in total to the investment objectives described herein. If for any reason, the principals of the Manager become unavailable to manage the Company, the Company and its Members may be materially harmed due to the perceived unique knowledge or skill of such principal that is no longer available. Investors will be relying extensively on the perceived experience, relationships and expertise of the Manager, its principals and affiliates in managing the Property, the Loan, and other aspects of the project.


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The Property will be managed by an affiliate of both QuypProp and Virtua, who are expected to comprise all of the Class “B” Members of the Company, and will be eligible to receive 50% of the net distributions from the Property once the Milestone is achieved. Notwithstanding that the Class “B” Members are not eligible to receive net distributions from the Property until the Milestone is achieved, the affiliated Manager will receive certain fees and expenses for its services regardless of whether the Milestone is achieved or there are ever any funds available for distribution to the Class “A” Equity Members and despite that it may not be removed by the Members. See “Distributions and Compensation of Manager and Sponsors” on page 25 herein. Voting Rights The ability of Members to influence the affairs of the Company is severely circumscribed by the Operating Agreement, especially Sections 6.05 and 6.06 thereof. Members of the Company will have little power to take part in the management of the Company, or that of the Property Owner, and will have no effective means of influencing day-to-day actions of the respective managers of the companies or their affiliates in the conduct of the Company’s affairs. The Manager may not be removed as the manager of the Company by the Members, and notwithstanding such provision, per Section 6.03(c) of the Operating Agreement, no additional person other than Quyp Development may be appointed, nor may Quyp Development be removed, as Manager of the Company, for so long as: (a) the Milestone is unsatisfied; and (b) the Guarantors and/or their respective affiliates (including, but not limited to Virtua and/or Quyp Development) have any liability relating to the financing of the Property (including the Loan) and any other guarantees of obligations of the Company and/or Property Owner. The foregoing provisions effectively negate any ability of the Company’s Members to remove the Manager for the duration of the Company. Limitation of Recourse and Indemnification of Manager The Operating Agreement limits the circumstances under which the Manager will be held liable to the Company. The Manager is not liable to the Company nor any Member unless it breaches certain duties to the Company and its Members. As a result, investors may have a more limited right of action in certain cases than they would have in the absence of these provisions. It should also be noted that the cost of litigation against the Manager for enforcement of its fiduciary obligations may be prohibitively high and that any judgment obtained may not be collectible since there is no assurance that the Manager has or will have sufficient capital or net worth to satisfy such judgment. Diverse Membership

The Members in the Company are expected to include taxable and tax-exempt entities and may include persons or entities organized in various jurisdictions. As a result, conflicts of interest may arise in connection with decisions made by the Manager that may be more beneficial for one type of Member than for another type of Member. In addressing such conflicts, the Manager intends to consider the interests of the Company as a whole, not the interests of any Member individually. Tax and ERISA Risks Investment in the Company involves certain tax risks of general application to all investors in the Company, and certain other risks specifically applicable to Keogh accounts, Individual Retirement Accounts and other tax-exempt investors. Non-U.S. Members should expect to be subject to U.S. withholding tax and return filing requirements as a result of an investment in the Company. An investment in the Company likely will result in “unrelated business taxable income” for employee benefit


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plans and other tax-exempt investors. See “Income Tax Considerations” and “ERISA Considerations” beginning on pages 44 and 48, respectively, herein. BUSINESS RISKS TO THE COMPANY RELATED TO THE PROPERTY The most significant risk to the Members of the Company is the inability of the Company to make distributions of available cash to them in a timely manner or at all due to the nature of the Property and the risks associated with its operation. The Company is solely dependent on revenues from the Property Owner obtained from the Property for available cash that can be distributed to the Members. Such cash flow must first be sufficient to pay all expenses, debt service and other fees of the Property, Property Owner and the Company prior to distribution of remaining proceeds to the Members of the Company. Therefore, return of capital and distributions of any profit to Members is highly dependent on the performance of the Property, and such distributions are therefore subject to all of the risks of ownership of the Property. The following describes some of those risks to the Company. Inability To Complete the Platting of the Property Upon acquisition of the Property, the Property Owner expects to undertake platting of the Property into individual commercial parcels and pads for sale to end users for development. One of the primary risks to the Company is delay in the approval of the site plan and plat by the City of Avondale, or significant reduction or change in the number or parcels or pads that are approval for sale by the Property Owner. A change in anticipated use of the platted parcels and pads may also materially impact the valuation of the Property to be sold. Delays in approval or required changes in use from the Property Owner's application could be caused by a number of factors, including without limitation changes in zoning and entitlement rules and regulations or change in the city staff reviewing the application by the Property Owner. Each of these issues could have an adverse effect on the Property and the Property Owner's ability to profitability develop and sell it. No Assurance of Results No binding representation is or can be made as to future operations or cash return or tax benefits to the Members. Prospective investors should review the information contained herein with their own accountants and attorneys and obtain such additional information concerning the Company, Property Owner and the Property from the Manager as they or their accountants or attorneys may deem necessary for their independent review. The Hotel Project May not be Developed and the Hotel Option may have No Value Quyp Hospitality, LLC (or an affiliate thereof) intends to develop and manage a limited service hotel anticipated to have up to 150 rooms (the “Hotel Project”), to be constructed on that certain approximate 3 acre portion of the Property referred to as ‘Parcel 2’ on the Site Plan attached hereto as Exhibit E (and referred to in the Operating Agreement as the “Hotel Parcel”), to be operated pursuant to a franchise agreement with Hilton Worldwide, Marriott International or another industry-recognized franchisor; however, there can be no assurance that Quyp Hospitality, LLC or its affiliates will successfully do so. If Quyp Hospitality, LLC or its affiliates are unable to develop the Hotel Project, the “Hotel Option” described in Section 2.08(c)(iii) of the Operating Agreement will have no value.

Competition The Property will be subject to competition from similar types of development properties in the vicinity in which it is located. Such competition could have an adverse effect on the ability of the Property Owner


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to sell its parcels and pads, and could have an adverse effect on Property value in the market in which the Property is located. These competing property owners may have greater financial resources and experience than the Manager. Litigation Risks The Company, Property Owner and Property are exposed to the risk of litigation. It is impossible to foresee the allegations that may be brought against such entities or the Manager, but the Manager will use its best efforts to avoid litigation if, in the Manager’s sole discretion, it is in the best interests of each such entity. If the Company is required to incur legal fees and costs to respond to a lawsuit, the costs and fees could have an adverse impact on the profitability of the Property Owner and Company. Diversification of Risk Funds from the Offering will be used by the Company to make only one investment in real estate and the Company’s investment will not be widely diversified geographically or by asset class. The Company’s investment will be in one undeveloped parcel of land in Avondale, Arizona. A limited degree of diversification increases risk because, as a consequence, the aggregate return of the Company may be substantially adversely affected by the unfavorable performance of this single property. A lack of geographic diversification increases risk due to fluctuations in local or regional economies. A lack of asset class diversification increases risk because commercial real estate is subject to its own set of risks, such as adverse economic conditions, increased real estate taxes, vacancies, rising operating costs, and changes in interest rates. Illiquid and Less Marketable Assets The return of capital and the realization of gains, if any, from the Property will generally occur only upon the partial or complete disposition of the platted portions of the Property. While portions may be sold at any time, it may take longer than the anticipated 36 months to sell all portions of the Property. In addition, less marketable or illiquid assets may be more difficult to value due to the unavailability of reliable market quotations. The sale of less marketable assets may require more time and result in lower prices, due to higher brokerage charges or dealer discounts and other selling expenses, than the sale of more marketable assets. In addition, the marketability of the Property will be dependent on numerous other factors, including interest rates, competition from other development properties and general economic conditions. There can be no assurance that the Manager will be able to sell the Property at the time that it may be in the best interests of the Company or Members to sell. Risks of Government Action While the Manager will use its best efforts to comply with all laws, including federal, state and local laws and regulations, there is a possibility of governmental action to enforce any alleged violations of laws governing the operation of the Company, Property Owner and the Property, which may result in legal fees and damage awards that would adversely affect such entities. Furthermore, changes in rules and regulations governing hotel properties may cause unanticipated expenses for the Company or Property Owner in its compliance with such rules and regulations. Risks of Leveraging the Company, Property Owner and the Property The Property Owner will use the Loan in connection with the purchase and development of the Property. This leverage will increase the exposure of the Property to adverse economic factors such as significantly rising interest rates, economic downturns or deteriorations in the condition of the Property or its market.


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In the event sale of portions of the Property is unable to generate sufficient cash flow to meet principal and interest payments on its indebtedness, the Manager may need to seek loans from members of the Company or outside capital, to be invested in the Company and Property Owner. If such loans are not made and the Company is unable to raise sufficient capital through other sources, the Company may be unable to adequately fund the Property Owner's expenses and the Property Owner may default in paying such principal and interest, and the value of the Company’s investment in the Property Owner and Property could be significantly reduced or even eliminated. Foreclosure of the Loan on the Property is unlikely to produce any surplus cash, but could, nevertheless, result in a taxable gain to the Company and taxable income to the Members, since the loan balance liquidating through foreclosure may exceed the tax basis in the Property as a result of cost recovery and other deductions previously taken by the Company.

Unless cash sufficient to pay the entire principal of mortgage financing is generated by operations, the Property Owner must either refinance the Loan when it matures in one (1) year, or sell the Property as the Loan becomes due and use the proceeds to pay off the Loan. Interest rates may rise between the date of acquisition and the date of maturity of the Loan and refinancing may not be available at the time of maturity. There is no assurance that the Property Owner will be able to refinance the Loan on satisfactory terms or that it will be able to sell the Property or portions thereof at a price that will allow the Property Owner to satisfy the Loan.

The Loan and the guarantees provided by the principals of the Manager will contain certain covenants and conditions, which, if not complied with, may cause the Lender to consider the Loan in default. Some of these defaults may arise from circumstances outside of the Manager’s control. If a default under the Loan occurs, the Lender will have various rights and remedies available to pursue, including without limitation:

Filing of a lawsuit requesting appointment of a receiver to assume control of the Property.

Filing of a lawsuit to judicially foreclose the Deed of Trust or Mortgage encumbering the Property, which could:

require the Property Owner to pay the Loan in full to avoid losing the Property; or

result in a judgment in favor of the Lender providing for a sheriff’s sale of the Property to the highest bidder with limited right of the Property Owner to redeem the Property following that sale upon payoff in full of the Loan, fees and costs of such lawsuit and other permitted costs.

Initiation of a non-judicial trustee’s sale under a Deed of Trust, including:

Sale of the Property to the highest bidder by the Trustee under the Deed of Trust without any right of the Property Owner to redeem the Property following that sale; or

Right of the Property Owner to terminate the trustee’s sale proceeding prior to the trustee’s sale by bringing current all arrearages under the Loan and paying certain fees and costs associated with that proceeding.

Because the specific rights and obligations of the Lender and the Property Owner, and the various time periods and other details of the rights and remedies available under the Loan and applicable law are complicated and not discussed in detail here, you should at a minimum be aware that any default under the Loan could jeopardize the ability of the Property Owner to retain ownership of the Property. Failure of the Property Owner to retain ownership of the Property will cause the value of the Company to be severely and materially reduced, as it will have few if any remaining assets.


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Furthermore, leveraging the Property may also result in the receipt of some taxable income by investors (such as ERISA plans) that are otherwise tax-exempt. See “Income Tax Considerations” below.

Availability of Insurance against Certain Catastrophic Losses The Manager intends to maintain on the Property various insurance policies with insured limits and policy specifications that the Manager believes are customary for similar properties. However, certain losses of a catastrophic nature, such as wars, earthquakes, hurricanes, floods, terrorist attacks, or other similar events, as well as losses related to mold damage, may be either uninsurable or, insurable at such high rates that to maintain such coverage would cause an adverse impact on the Property. There can be no assurances that particular risks which are currently insurable will continue to be insurable on an economical basis or that current levels of coverage will continue to be available on an economical basis. In general, losses related to terrorism, flooding and mold damage are becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts, flooding and mold damage for additional premiums which can greatly increase the total costs of casualty insurance for a property. As a result, the Property might not be insured against terrorism, flooding or mold damage. If a major uninsured loss occurs, the Company could lose both invested capital and anticipated profits from the Property. Contingent Liabilities on Disposition of the Property

In connection with the disposition of the Property, the Company may be required to make representations about the Property. The Company also may be required to indemnify the purchasers of the Property to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities of the Company for which the Manager may establish reserves or escrow accounts. In that regard, Members may have distributions withheld to fund such reserves or escrow accounts or to pay such indemnity obligations.

Unknown Levels of Cash Distributions Cash distributions will be generally available only to the extent the Property's operations in the ordinary course of its business and from sale of the portions of the Property exceeds its operating cash expenses, including payments required to be made in connection with any loans, capital expenditures with respect to the Property, payment of fees to the Manager, Virtua, Versant and various principals and affiliates thereof, and any amounts necessary for working capital reserves. Since the Property may have increases in costs without increases in operating revenues and timing of sales of the portions of the Property is uncertain, there is no assurance as to when or whether cash will be available for distributions to the Members. Risks of Real Estate Ownership There is no assurance that the Property will be profitable or that cash from operations will be available for distribution to the Members. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of property interests. The marketability and value of the Property will depend upon many factors beyond the control of the Manager, including (without limitation):

changes in general or local economic conditions;


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changes in supply of or demand for competing properties in an area (e.g., as a result of over-building);

changes in interest rates;

the promulgation and enforcement of governmental regulations relating to land use

and zoning restrictions, environmental protection and occupational safety;

condemnation and other taking of property by the government;

unavailability of mortgage funds that may increase borrowing costs and/or render the sale of a property difficult;

unexpected environmental conditions;

the financial condition of tenants, ground lessees, ground lessors, buyers and sellers

of properties;

changes in real estate taxes and any other operating expenses;

energy and supply shortages and resulting increases in operating costs or the costs of materials and construction;

various uninsured, underinsurance or uninsurable risks (such as losses from terrorist

acts), including risks for which insurance is unavailable at reasonable rates or with reasonable deductibles; and

changes in regulations governing hotel properties. There can be no assurance of profitable operations because the costs of operating the Property, including debt service, may exceed gross receipts therefrom, particularly since certain expenses related to real estate, such as property taxes, utility costs, maintenance costs and insurance tend to increase even if there is a decrease in the Company's income from such investments. There is also no assurance that there will be a ready market for the sale of the Property because investments in real estate generally are not liquid. Potential Adverse Economic Conditions General economic conditions in the United States and abroad, as well as conditions of domestic and international financial markets, may adversely affect the Property. Unemployment, inflation, local recessions or other economic events resulting in a reduction of income of a substantial number of prospective customers could have a material adverse effect on the value of the Property. Fluctuation in interest rates or other financial market volatility may restrict the availability of financing for future prospective purchasers of the Property and could significantly reduce the value of the Property. Risk of Environmental Liabilities

The Property Owner may incur environmental liabilities in connection with its ownership of the Property as a result of which liabilities the value of the Property may be diminished. Hazardous substances or wastes, contaminants, pollutants or sources thereof (as defined by state and federal laws and regulations) may be discovered on the Property following the Property Owner's acceptance of ownership, during its


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ownership or after a sale thereof to a third party. There can be no assurances that the Property Owner will not incur full recourse liability for the entire cost of any removal and clean-up, that the cost of such removal and clean-up would not exceed the value of the Property or that the Property Owner could recoup any of such costs from any third party. In addition, the Property Owner may find it difficult or impossible to sell the Property prior to or following any such clean-up or may be in default under its loan due to a failure to appropriately address such obligations.

Compliance with the Americans with Disabilities Act and Other Changes in Governmental Rules and Regulations Under the Americans with Disabilities Act of 1990 (the “ADA”), all public properties are required to meet certain federal requirements related to access and use by disabled persons. The Property may not be in compliance with the ADA. If the Property is not in compliance with the ADA, then the Property Owner may be required to make modifications to the Property to bring it into compliance, or face the possibility of imposition, or an award, of damages to private litigants. In addition, changes in governmental rules and regulations or enforcement policies affecting the use or operation of the Property, including changes to building, fire and life-safety codes, may occur which could have adverse consequences to the Company and its ability to distribute funds to the Members. Risk of Non-Performance by Company Manager or Holdings Manager In the event the Manager fails to perform its responsibilities in enforcement of the provisions of the Operating Agreement, or in disbursing amounts from the Company to the Members, as applicable, the Members will have limited alternatives. The Manager may not be removed as the manager of the Company by the Members, and notwithstanding such provision, per Section 6.03(c) of the Operating Agreement, no additional person other than Quyp Development may be appointed, nor may Quyp Development be removed, as Manager of the Company, for so long as: (a) the Milestone is unsatisfied; and (b) the Guarantors and/or their respective affiliates (including, but not limited to Virtua and/or Quyp Development) have any liability relating to the financing of the Property (including the Loan) and any other guarantees of obligations of the Company and/or Property Owner.


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CONFLICTS OF INTEREST The following is a list of some of the important areas in which the interests of the Manager and its affiliates may conflict with those of the Company. The Members must rely on the general fiduciary standards and other duties which may apply to a manager of a limited liability company to prevent unfairness by any of the aforementioned in a transaction with the Company. See “Fiduciary Responsibility of the Manager” on page 26 herein. Management Not Required to Devote Full-Time The Manager and its principals are not required to devote its capacities full-time to the Company’s affairs, but only such time as such affairs may reasonably require. Relationship of Company Manager to QuypProp and Virtua The Manager and its affiliates will remain in a management and control role pursuant to Article VI of the Operating Agreement, unless they resign, and may not be removed by action of the Members. The Manager, its principals and/or its affiliates will receive compensation in the form of: (a) acquisition fees payable at Closing; (b) management fees payable upon closing of sales of parcels of the Property to third-party buyers, against which advances will be paid; (c) services rendered in connection with the acquisition and capitalization of the Property; and (d) Class “B” Interests to be granted at the Termination Date of this Offering in exchange for services rendered to the Company and its subsidiaries. Quyp Development Services, LLC, an affiliate of both QuypProp and Virtua, and wholly owned and controlled by Quynh Palomino through her ownership of Quyp Holdings, LLC, will provide asset management services for the Property and ownership entities and will be compensated out of the sale proceeds of this Offering as well as sales of parcels by Property Owner during the Property ownership and operation. The Manager has a pre-existing business relationship with both QuypProp and Virtua, and has engaged in multiple previous real estate transactions. The Manager may continue to be engaged in other business ventures with both QuypProp and Virtua, as well as their principals and affiliates during the term of the Company, such which may conflict with the interests of the Company or be competitive with the interests of the Company. Competition with Affiliates of the Company There is no restriction preventing the Manager or any of its affiliates, principals or management from competing with the Company or Property Owner by investing in competing properties or sponsoring the formation of other investment groups like the Company to invest in similar areas and asset classes. If the Manager or any of its principals were to do so, then when considering each new investment opportunity, the Manager or such affiliate, principal or manager would need to decide whether to originate or hold the resulting transaction in the Company, as an individual or in a competing entity in its sole discretion. This situation would compel the Manager to make decisions that may at times favor persons other than the Company or Property Owner.

Other Companies & Partnerships or Businesses The Manager and its managers, principals, directors, officers or affiliates may engage, for their own account or for the account of others, in other business ventures similar to that of the Company, Property Owner or the Property, and neither the Company, Property Owner, nor any of the Members shall be


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entitled to any interest therein. As such, there exists a conflict of interest on the part of the Manager because there may be a financial incentive for the Manager to arrange or originate transactions for private investors and other funds. Further, the Manager may be involved in creating other real estate funds that may compete with the Company or the Property, including without limitation the purchase and/or operation of similar properties in the immediate vicinity of the Property. Neither the Manager nor principals of the Manager have an obligation under the Operating Agreement or otherwise to prioritize the management and interests of the Property over any other properties. The Company will not have independent management and will rely on the Manager, its respective managers, principals, directors, officers and/or affiliates for the operation of the Company, Property Owner and the Property. The Manager and these individuals/entities will devote only so much time to the business of such entities as is reasonably required. The Manager may have conflicts of interest in allocating management time, services and functions between various existing companies, the Manager and any future companies which it may organize as well as other business ventures in which it or its managers, principals, directors, officers and/or affiliates may be or become involved. The Manager believes it has sufficient staff to be fully capable of discharging its responsibilities. Quyp Development Services, LLC (as the Company’s Manager), QuypProp, Virtua, Versant, Lloyd W. Kendall, Jr. and Quynh Palomino will receive fees and other compensation from the Company for services rendered in connection with the Offering and recapitalization of the Property. These parties are all affiliated entities. The fees payable to these parties by the Company were not determined by competitive bidding or arm’s-length negotiation. Fees for Services to Affiliated Entities The Manager, QuypProp, Virtua, and their affiliates will receive fees and other compensation for services rendered in connection with the acquisition, operation, financing and disposition of the Property. The fees and other compensation payable to the Manager, QuypProp, Virtua or their affiliates were not determined by competitive bidding or arm’s-length negotiation. The Members will not receive the benefit of fees or other compensation received by the Manager in connection with the provisions of services by the Manager and its affiliates to the Company, Property Owner and the Property and such fees will reduce the amount of cash available for distribution to the Members. Lack of Independent Legal Representation Investors have not been represented by independent legal counsel to date. The use of the Manager’s counsel in the preparation of this Memorandum and the organization of the Company may result in a lack of independent review. Investors are encouraged to consult with their own attorney for legal advice in connection with this Offering. Also, since legal counsel for the Manager and the Company prepared this Offering, legal counsel will not represent the interests of the Members of the Company (other than the Manager, Virtua, QuypProp, Palomino and Kendall, as applicable) at any time. Other Services Provided by the Manager or its Affiliates The Manager or its affiliates may provide other services to persons dealing with the Company and the Property. The Manager or its affiliates are not prohibited from providing services to, and otherwise doing business with, the persons that deal with such entities, the Interests, or the Members.


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Purchase by Virtua of Parcels As described beginning on page 1 herein, Virtua, or an affiliate thereof, may purchase parcels from the Property Owner for development. Specifically, the Manager anticipates that an affiliate or affiliates of the Manager will purchase the following parcels of the Property on the following terms, with all earnest money deposits being due by the Closing of Property Owner’s acquisition of the Property and non-refundable upon remittance thereof:

(a) The approximate 3 acre portion of the Property referred to as in the Site Plan “Parcel 2” (anticipated for development of a hotel, the “Hotel Project”) is expected to be sold to Virtua Affiliates for $1,324,224 (approximately $10.00 per square foot). This transaction will require an earnest money deposit of $65,000 and that its closing occur within 1 year of remittance of the earnest money deposit. As described in Section 2.08(c)(iii) of the Operating Agreement, the Class “A” Equity Members will have a right to invest in any Virtua Affiliate which may develop or acquire the Hotel Project on the Property.


(c) The approximate 8.2 acre portion of the Property referred to in the Site Plan as “Parcel 4” (anticipated for development of apartments) is expected to be sold to Virtua Affiliates for $3,571,920 (approximately $10.00 per square foot). This transaction will require an earnest money deposit of $100,000 and that its closing occur within 3 years of remittance of the earnest money deposit.

(d) The approximate 7.8 acre portion of the Property referred to in the Site Plan as “Parcel 7” (anticipated for development of townhomes) is expected to be sold to Virtua Affiliates for $2,378,376 (approximately $7.00 per square foot). This transaction will require an earnest money deposit of $100,000 and that its closing occur 3 years of remittance of the earnest money deposit.

If such sales are completed, the Company believes its proceeds will be adequate to repay the Loan in full, to fund infrastructure construction reserves for the balance of the Property and to return some funds to Investors. In the aggregate, purchases of the four aforementioned parcels of the Property by Virtua Affiliates are expected to result in sale proceeds of $11,456,280, of which $5,950,296 is expected within 1 year of their earnest money deposits, and $5,505,984 is expected within 3 years of their earnest money deposits. However, no assurances can be made by the Manager or the Company that any of the aforementioned transactions described immediately above will occur. Each of the closings of the aforementioned transactions is subject to satisfaction of customary representations and warranties, including absence of any recognized environmental conditions. As importantly, for each of the several aforementioned parcels, the applicable Virtua Affiliate, in its sole discretion, must furnish the Company’s escrow agent a ‘continuation notice’ within 180 days after the opening of escrow if such Virtua Affiliate intends to proceed with the corresponding transaction. Alternatively, each of the Virtua Affiliates may provide the Company with a ‘termination notice’ within 180 days after the opening of escrow on the corresponding transaction if such Virtua Affiliate decides not to proceed with its parcel acquisition. Either of the provision of a termination notice or the failure to provide a continuation notice by Virtua Affiliates, each


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in their respective sole and absolute discretion, with or without cause, within the specified time period, will cause the automatic termination of the corresponding parcel purchase agreement. The Company is entitled to retain the earnest money deposit corresponding to any parcel for which a termination notice is given or a continuation notice is not timely provided. More information regarding the business plan of the Company and Property Owner is contained later in this Memorandum and in the Investment Summary attached as Exhibit B hereto. Purchases by Virtua, or an affiliate thereof, will be off-market purchases with price and terms of the purchase set by the Manager and Virtua. The Manager and Virtua will make reasonable efforts to set the purchase price at fair market value, but such transaction will not be arms-length and will not be exposed to outside offers from third parties. Therefore, no assurances can be made that the purchase prices in these transactions represent the best price or terms that the Property Owner could obtain on the open market. Nothing will limit Virtua or its affiliates from purchasing other parcels or pads from the Property Owner for development on similar terms and conditions as the foregoing.


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LEGAL PROCEEDINGS Except as discussed below, neither the Company nor its Manager is now, or within the last 5 years has been, involved as a defendant in any material litigation or arbitration. Virtua Partners LLC (“Virtua”) and Quynh Palomino (“Palomino”) recently were named as defendants in a state court action pending before the Superior Court of Orange County, California, assigned case no. 30-2013-00659305 (the “California Action”). Bank of America, N.A. (“B of A”), as plaintiff in the California Action, has asserted claims against multiple defendants, including Virtua and Palomino. The claims against Virtua and Palomino relate to Texas real property (the “Texas Property”) owned by 2400 West Marshall LLC, a Texas limited liability company (“2400 WM”). 2400 WM is also a defendant in the California Action. Virtua is 2400 WM’s manager. B of A asserts that it is entitled to recovery of approximately $1 million on the basis of an investment made by an unrelated judgment debtor who was a minority member of a limited liability company that in turn was the sole member of another limited liability company that previously owned the Texas Property. Virtua and Palomino, as well as 2400 WM, dispute B of A’s claims and intend to seek dismissal and judgment in their favor. No other affiliates, managers, principals, directors or officers of the Company nor its Manager are now, or within the past 5 years have been, involved as a defendant in any material litigation or arbitration. Additional information about the lawsuit may be requested from the Manager.


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INCOME TAX CONSIDERATIONS Federal Income Tax Aspects The following discussion generally summarizes the material federal income tax consequences of an investment in the Company based upon the existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Treasury regulations thereunder, current administrative rulings and procedures and applicable judicial decisions. However, it is not intended to be a complete description of all tax consequences to prospective Investors with respect to their investment in the Company. No assurance can be given that the Internal Revenue Service (the “IRS”) will agree with the interpretation of the current federal income tax laws and regulations summarized below. In addition, the Company or the Members may be subject to state and local taxes in jurisdictions in which the Company may be deemed to be doing business. ACCORDINGLY, ALL PROSPECTIVE INVESTORS SHOULD INDEPENDENTLY SATISFY THEMSELVES REGARDING THE POTENTIAL FEDERAL AND STATE TAX CONSEQUENCES OF PARTICIPATION IN THE COMPANY AND ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS, ATTORNEYS OR ACCOUNTANTS IN CONNECTION WITH ANY INTEREST IN THE COMPANY. EACH PROSPECTIVE INVESTOR/MEMBER SHOULD SEEK, AND RELY UPON, THE ADVICE OF THEIR OWN TAX ADVISORS IN EVALUATING THE SUITABILITY OF AN INVESTMENT IN THE COMPANY IN LIGHT OF THEIR PARTICULAR INVESTMENT AND TAX SITUATION. Possible Legislative Tax Changes Changes to the ordinary income tax rates and other changes to the Federal income tax laws are frequent. In recent years there have been a number of proposals made by Congress, by government agencies and by the executive branch of the Federal government for changes in the Federal income tax laws. Moreover, the IRS has proposed and may still be considering changes in regulations and procedures, and numerous private interest groups have lobbied for regulatory and legislative changes in Federal income taxation. It is impossible to predict with any degree of certainty what past proposals may be reviewed or what new proposals may be forthcoming, the likelihood of adopting of any such proposals, the likely effect of any such proposals upon the income tax treatment presently associated with an investment in the Company, or the effective date of any legislation which may derive from any such past or future proposals. Prospective investors are strongly urged to consider the changes to the Federal income tax laws provided for in the Act and ongoing developments in this uncertain area and to consult their own tax advisors in assessing the risks of investment in the Company. State and Local Taxes A description or analysis of the state and local tax consequences of an investment in the Company is beyond the scope of this discussion. Prospective investors are advised to consult their own tax counsel and advisors regarding these consequences and the preparation of any state or local tax returns that a Member may be required to file. Federal Company Treatment The Company is likely to be treated as a partnership under the Internal Revenue Code of 1986 (the “Code”). Assuming that the Company has been properly formed under Arizona law, is operated in accordance with applicable Arizona corporate and business law and the terms of the Operating


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Agreement, it is the Company’s opinion that, if the matter were litigated, it is more likely than not that the Company would prevail as to its classification and would be taxed as a partnership for federal income tax purposes. If the Internal Revenue Service (the “IRS”) determined that the Company was an association taxable as a corporation for federal income tax purposes, there would be significant adverse tax consequences to the Company and possibly to its investors, including (without limitation) the Company would have to pay tax on its net income and then the investor would have to pay tax on any distributions as dividends as opposed to interest income. IRS Audits Informational returns filed by the Company are subject to audit by the IRS. The IRS devotes considerable attention to the proper application of the tax laws to partnerships. An audit of the Company’s return may lead to adjustments which adversely affect the federal income tax treatment of Interests and cause Members to be liable for tax deficiencies, interest thereon and penalties for underpayment. An audit of the Company’s tax return could also lead to an audit of their individual tax return that may not otherwise have occurred, and to the adjustment of items unrelated to the Company. Prospective investors should make their determination to invest based on the economic considerations of the Company rather than any anticipated tax benefits. Furthermore, the IRS has taken the position in Temp. Reg. 1.163-9T that any interest on income taxes owed by an individual is personal interest, subject to limitations on deduction, regardless of the nature of the activity that produced the income that was the source of the tax. Profit Objective of the Company Deductions will be disallowed if they result from activities not entered into for profit to the extent that such deductions exceed an amount equal to the greater of: (a) the gross income derived from the activity; or (b) deductions (such as interest and taxes) that are allowable in any event. The applicable Treasury Department regulations indicate a transaction will be considered as entered into for profit where there is an expectation of profit in the future, either of a recurring type or from the disposition of property. In addition, the Code provides, among other things, an activity is presumed to be engaged for profit if the gross income from such activity for three (3) of the five (5) taxable years ending with the taxable year in question exceeds the deductions attributable to such activity. It is anticipated that the Company will satisfy this test. Property Held Primarily for Sale: Potential Dealer Status If the Company or its affiliates were at any time deemed for federal tax purposes to be holding one or more Company loans, notes or properties primarily for sale to customers in the ordinary course of business (a “dealer”), any gain or loss realized upon the disposition of such loans, notes or properties would be taxable as ordinary gain or loss rather than as capital gain or loss. The federal income tax rates for ordinary income are currently higher than those for capital gains. In addition, income from sales of loans, notes and properties to customers in the ordinary course of business would also constitute unrelated business taxable income to any Members which are tax-exempt entities. Under existing law, whether or not real property is held primarily for sale to customers in the ordinary course of business must be determined from all the relevant facts and circumstances. The Company intends to make and hold the Company Property for investment purposes only, and to dispose of the Property, by sale or otherwise, at the discretion of the Manager and as consistent with the Company’s investment objectives. It is possible that, in so doing, the Company will be treated as a “dealer” in properties, and that profits realized from such sales will be considered unrelated business taxable income to otherwise tax-exempt Investors in the Company.


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Understatement Penalties The Company will be subject to substantial understatement penalty in the event that it understates its income tax. The IRS imposes a penalty of 20% on any substantial understatement of income tax. Furthermore, the IRS can charge interest on underpayments of income tax exceeding One Hundred Thousand ($100,000) for any tax year owing by certain corporations at a rate that is higher than the normal interest rate. The Manager strongly advises prospective investors to consult with their own tax advisor to be sure that they fully evaluate the proposed tax treatment of Company as described herein. Tax Exempt Investors/Unrelated Business Taxable Income The Company’s investments will likely result in UBTI for tax-exempt Members subject to such tax, such as qualified pension plans and other tax-exempt employee benefit plans. For instance, UBTI will result from, among other sources, the acquisition of the Property with debt-financing (including mortgaged property acquired directly by the Company, unless the conditions of Code Section 514(c)(9) can be met), and the acquisition and operation of property producing operating income other than real property rents. The Manager may conduct the affairs of the Company in a manner that causes a Member or partner of any Member that is subject to tax on UBTI to be allocated such income. In addition, the Company intends to employ leverage in order to enhance returns to the Company. However, the Company does not intend to comply with the conditions of Code Section 514(c)(9). Therefore, a tax-exempt Member will be taxed on its distributive share of any Company income and gain attributable to the Company’s debt-financed investments.

In any year that a tax-exempt Member recognizes more than $1,000 in unrelated business income, in aggregate, it must file a separate tax return and pay taxes (including estimated taxes) on its UBTI at rates applicable to taxable persons (usually corporations). For some types of tax-exempt entities such as charitable remainder trusts, the recognition of any UBTI income during a fiscal year will cause all of its income to be taxable for such year. Other types of tax-exempt investors must satisfy annual set-aside requirements to avoid tax on investment income. Additional Tax Consequences for Foreign Members Prospective foreign investors (i.e., foreign corporations, partnerships and trusts, and nonresident individuals; hereinafter “Foreign Members”) should be aware that an investment in the Company will raise unique tax planning concerns. The Manager believes the Company probably will be considered engaged in a U.S. trade or business. If so, any Foreign Member will be considered engaged in a U.S. trade or business, will be required to file a U.S. income tax return, and will be subject to regular U.S. taxation on any income effectively connected with its U.S. trade or business including income earned by the Company, such as income from rental property, income from the sale, exchange or redemption of its Company Interest, and certain other U.S. source income of the Foreign Member. Alternatively, income from the sale, exchange or redemption of a Foreign Member’s Company Interest will be treated as effectively connected with a U.S. trade or business, even if the Foreign Member does not have a U.S. trade or business, because it is anticipated that the Company Interests will be “real property interests” under the Foreign Investment in Real Property Tax Act, the income from the disposition of which is treated as effectively connected with a U.S. trade or business. Generally, if the Foreign Member has any “periodic” income that is not effectively connected with its U.S. trade or business, such income will be subject to withholding at a 30% rate which may be reduced by an applicable tax treaty and may not apply to interest not effectively connected with a U.S. trade or business that qualifies for the portfolio interest exclusion or is paid on deposits with banks and certain other financial institutions. These and other types of Company income allocable to Foreign Members will be subject to withholding tax on a net or gross income basis, subject to reduction in some cases by tax treaties. Foreign Members that are corporations


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may also be subject to a U.S. branch tax on their trade or business income from the Company. Any amounts withheld by the Company with respect to a Foreign Member will be considered distributed to the Member and will be charged to its capital account and deducted from distributions and other payments due such Member. Each prospective Foreign Member should consult its tax advisor concerning the consequences of this investment and the availability of exemptions and tax elections that may reduce or ameliorate those consequences.


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ERISA CONSIDERATIONS The following is a discussion of how certain requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code relating to Employee Benefit Plans and certain Other Benefit Arrangements (each as defined below) may affect an investment in the Interests. It is not, however, a complete or comprehensive discussion of all employee benefits aspects of such an investment. If the Members are trustees or other fiduciaries of an Employee Benefit Plan or Other Benefit Arrangement, before purchasing Interests, they should consult with their own independent legal counsel to assure that the investment does not violate any of the applicable requirements of ERISA or the Code, including, without limitation, the ERISA fiduciary rules and the prohibited transaction requirements of ERISA and the Code.

ERISA Fiduciary Duties

Under ERISA, persons who serve as trustees or other fiduciaries of an Employee Benefit Plan have certain duties, obligations and responsibilities with respect to the participants and beneficiaries of such plans. Among the ERISA fiduciary duties are the duty to invest the assets of the plan prudently, and the duty to diversify the investment of plan assets so as to minimize the risk of large losses. An “Employee Benefit Plan” is a plan subject to ERISA that is an employee pension benefit plan (such as a defined benefit pension plan or a section 401(k) or 403(b) plan) or any employee welfare benefit plan (such as an employee group health plan).

Prohibited Transaction Requirements

Section 406 of ERISA and Section 4975 of the Code proscribe certain dealings between Employee Benefit Plans or Other Benefit Arrangements, on the one hand, and “parties-in interest” or “disqualified persons” with respect to those plans or arrangements on the other. An “Other Benefit Arrangement” is a benefit arrangement described in Section 4975(e)(1) of the Code (such as a self-directed individual retirement account (“IRA”), other than an Employee Benefit Plan).

Prohibited transactions include, directly or indirectly, any of the following transactions between an Employee Benefit Plan or Other Benefit Arrangement and a party in interest or disqualified person:

(a) sales or exchanges of property;

(b) lending of money or other extension of credit;

(c) furnishing of goods, services or facilities; and

(d) transfers to, or use by or for the benefit of, a party in interest or disqualified person of any assets of the Employee Benefit Plan or Other Benefit Arrangement.

In addition, prohibited transactions include any transaction where a trustee or other fiduciary of an Employee Benefit Plan or Other Benefit Arrangement:

(a) deals with plan assets for his own account,

(b) acts on the behalf of parties whose interests are adverse to the interest of the plan, or

(c) receives consideration for his own personal account from any party dealing with the plan with respect to plan assets.


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The terms “party in interest” under ERISA and “disqualified person” under the Code have similar definitions. The terms include persons who have particular relationships with respect to an Employee Benefit Plan or Other Benefit Arrangement, such as:

(a) fiduciaries;

(b) persons rendering services of any nature to the plan;

(c) employers any of whose employees are participants in the plan, as well as owners of 50% or more of the equity interests of such employers;

(d) spouses, lineal ascendants, lineal descendants, and spouses of such ascendants or descendants of any of the above persons;

(e) employees, officers, directors and 10% or more owners of such fiduciaries, service providers, employers or owners;

(f) entities in which any of the above-described parties hold interests of 50% or more; and

(g) 10% or more joint venturers or partners of certain of the parties described above.

Plan Asset Regulations – Exemptions From Prohibited Transaction Rules Certain transactions between Employee Benefit Plans or Other Benefit Arrangements (together, to be referred to herein as “Plans”, or individually, as a “Plan”) and parties in interest or disqualified persons that would otherwise be prohibited transactions are exempt from the prohibited transaction rules due to the application of certain statutory or regulatory exemptions. In addition, the United States Department of Labor (the “DOL”) has issued class exemptions and individual exemptions for certain types of transactions. Violations of the prohibited transaction rules may require the prohibited transactions to be rescinded and will cause the parties in interest or disqualified persons to be subject to excise taxes under Section 4975 of the Code. Regulations (the “Plan Asset Regulations”) issued under ERISA by the DOL contain rules for determining when an investment by a Plan in a limited liability company will result in the underlying assets of the limited liability company being assets of the Plan for purposes of ERISA and Section 4975 of the Code (i.e., “plan assets”). Generally, when Plan acquires an equity interest in an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under the Investment Company Act of 1940, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity unless it is established either that equity participation in the entity by “benefit plan investors” (as such term is defined below) is not significant or that the entity is an “operating company,” in each case as defined in the Plan Asset Regulations. For purposes of the Plan Asset Regulations, equity participation in an entity by benefit plan investors will not be significant if they hold, in the aggregate, less than 25% of the value of any class of such entity’s equity, excluding equity interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof. For purposes of this 25% test, “benefit plan investors” include all Employee Benefit Plans and Other Benefit Arrangements (defined above together as “Plans”), whether or not subject to ERISA or the Code, including “Keogh” plans, IRAs and pension plans maintained by non-U.S. corporations, as well as any entity whose underlying assets are deemed to include “plan assets” under the Plan Asset Regulations (e.g., an entity of which 25% or more of the value of any class of equity interests is held by benefit plan investors and which does not satisfy another exception under the Plan


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Asset Regulations). Thus, absent satisfaction of another exception under the Plan Asset Regulations, if 25% or more of the value of any class of equity interests of the Company were held by benefit plan investors, an undivided interest in each of the underlying assets of the Company would be deemed to be “plan assets” of any ERISA Plan that invested in the Company. Under the Plan Asset Regulations, the assets of the Company will not be considered assets of any investing Plan if the Company qualifies as an “operating company.” The definition of an “operating company” in the Plan Asset Regulations includes, among other things, a “venture capital operating company” (a “VCOC”) or a “real estate operating company” (a “REOC”), in each case as defined in the Plan Asset Regulations. In general, the Plan Asset Regulations provide that an entity qualifies as a VCOC if, (i) on certain specified testing dates, at least 50% of the entity’s assets, valued at cost, are invested in operating companies (other than another VCOC) with respect to which the entity obtains direct contractual rights to substantially participate in, or substantially influence, the conduct of the management of the operating companies, and (ii) the entity, in the ordinary course of its business, actually exercises such management rights with respect to one or more of the operating companies in which it invests. The term “operating company” includes an entity that qualifies as a REOC within the meaning of the Plan Asset Regulations. In general, under the Plan Asset Regulations, an entity will qualify as a REOC if (i) on certain specified testing dates, as least 50% of the entity’s assets, valued at cost, are invested in real estate that is managed or developed; and (ii) the entity in the ordinary course of its business is engaged directly in real estate management or development activities. The Plan Asset Regulations do not provide specific guidance regarding what rights will qualify as management rights, and the DOL consistently has taken the position that such determination can only be made in light of the surrounding facts and circumstances of each particular case, If the assets of the Company were deemed to be “plan assets” under ERISA, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Company, and (ii) the possibility that certain transactions in which the Company might seek to engage could constitute “prohibited transactions” under ERISA and the Code. If a prohibited transaction occurs for which no exemption is available, the Manager and/or any other fiduciary that has engaged in the prohibited transaction could be required to (i) restore to the Plan any profit realized on the transaction, and (ii) reimburse the Plan for any losses suffered by the Plan as a result of the investment. In addition, each disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. Plan fiduciaries who decide to invest in the Company could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Company or as co-fiduciaries for actions taken by or on behalf of the Company or the Manager. With respect to an IRA that invests in the Company, the occurrence of a prohibited transaction involving the individual who established the IRA, or such individual’s beneficiaries, would cause the IRA to lose its tax-exempt status. The Manager intends to use reasonable best efforts to operate the Company in such a manner so as to qualify the Company as a VCOC or REOC so that the underlying assets of the Company do not constitute “plan assets” of any Plan which invests in the Company. Nevertheless, there can be no assurance that, notwithstanding the reasonable efforts of the Manager, the Company will qualify as a VCOC or REOC, the structure of particular investments of the Company will satisfy the Plan Asset Regulations, or the underlying assets of the Company will not otherwise be deemed to include ERISA “plan assets.”


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Plan Fiduciary Responsibilities

If any Member is a Plan, the Plan’s fiduciary must act prudently and ensure that the Plan’s assets are adequately diversified to satisfy the ERISA fiduciary duty requirements. Whether an investment in the Company is prudent and whether a Plan’s investments are adequately diversified must be determined by the Plan’s fiduciaries in light of all of the relevant facts and circumstances. A fiduciary should consider, among other factors, the limited marketability of the Interests, and the limited number of assets in which the Company intends to invest. Except as otherwise set forth, the foregoing statements regarding the consequences under ERISA and the Code of an investment in the Company are based on the provisions of the Code and ERISA as currently in effect and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial, or legislative changes will not occur that will not make the foregoing statements incorrect or incomplete. ACCEPTANCE OF SUBSCRIPTIONS OF PLANS FOR INTERESTS IN THE COMPANY IS IN NO RESPECT A REPRESENTATION BY THE MANAGER OR ANY OTHER PARTY RELATED TO THE COMPANY THAT THIS INVESTMENT MEETS THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN THE COMPANY IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN. Special Limitations

The discussion of the ERISA fiduciary aspects and the ERISA and Code prohibited transaction rules contained in this Memorandum is not intended as a substitute for careful planning. The applicability of ERISA fiduciary rules and the ERISA or Code prohibited transaction rules to Members may vary from one Member to another, depending upon that Investor’s situation. Accordingly, Members should consult with their own attorneys, accountants and other personal advisors as to the effect of ERISA and the Code on their situation of a purchase and ownership of the Limited Liability Company Interests and as to potential changes in the applicable law.

EACH PLAN FIDUCIARY CONSIDERING ACQUIRING INTERESTS ON BEHALF OF A PLAN MUST CONSULT ITS OWN LEGAL AND TAX ADVISERS BEFORE DOING SO.


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OPERATING AGREEMENT In the event of any conflict, misunderstanding or ambivalence between, or resulting from, the Memorandum and the actual terms of the Operating Agreement, the Operating Agreement shall govern. Potential investors are urged to carefully read the entire Operating Agreement, which is set forth as Exhibit A to this Memorandum.


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LEGAL REPRESENTATION The Manager has retained the law firm of DIOGUARDI LAW FIRM, PLLC in Scottsdale, Arizona (“DFL”), to advise it in connection with the preparation of this Memorandum and the Subscription Documents. Other counsel and attorneys have advised such entities in preparing this Offering, Operating Agreement, Memorandum and any other documents related thereto. Neither DFL nor any other legal counsel has been retained to represent the interests of any prospective investors or Members of the Company (other than the Manager, Virtua, Palomino and Kendall, as applicable) in connection with this Offering. Investors that are evaluating or purchasing Interests should retain their own independent legal counsel to review this Offering, the Memorandum, the Operating Agreement, the Subscription Documents, and any other documents related to this Offering, and to advise them accordingly.


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ADDITIONAL INFORMATION AND UNDERTAKINGS The Company and Manager undertake to make available to each prospective Investor every opportunity to obtain any additional information from them necessary to verify the accuracy of the information contained in this Memorandum, to the extent that they possess such information or can acquire it without unreasonable effort or expense. This additional information includes all the organizational documents of the Company, recent financial statements for the Company and all other documents or instruments relating to the operation and business of the Company that are material to this Offering and the transactions described in this Memorandum.


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Exhibit A To

Confidential Private Placement Memorandum

Operating Agreement Dated As Of ____________, 2016

Attached hereto.

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OPERATING AGREEMENT OF

VIRTUA 99TH HOLDINGS, LLC

THIS OPERATING AGREEMENT (“Agreement”) of Virtua 99th Holdings, LLC (the “Company”), is entered into effective as of ____________, 2016, for good and valuable consideration, by and among each of the Persons signing this Agreement as a Member of the Company, and each Person joining in this Agreement as a Manager of the Company. In consideration of the foregoing and of the mutual promises and conditions hereinafter set forth, the parties hereby agree as follows:

ARTICLE I DEFINITIONS

1.01 Definitions. As used in this Agreement, the following terms have the following meanings:

(a) “Act” means the Arizona Limited Liability Company Act, A.R.S. §§ 29-601 through 29-857, as amended from time to time (or any corresponding provisions of succeeding law).

(b) “Capital Contribution” means a contribution by a Member to the capital of the Company.

(c) “Class A Membership” means a Membership Interest in the Company entitled to receive the distributions described in Section 5.03 of this Agreement and those certain voting rights (if any) described in Section 3.04 of this Agreement.

(d) “Class B Membership” means a Membership Interest in the Company entitled to receive the distributions described in Section 5.03 of this Agreement and those certain voting rights (if any) described in Section 3.04 of this Agreement.

(e) “Code” means the Internal Revenue Code of 1986, enacted by Congress in Title 26 of the United States Code, as may be amended from time to time.

(f) “Guarantors” refers to Lloyd W. Kendall, Jr., an individual, and Quynh Palomino, an individual, collectively, who will be providing certain non-recourse guaranties relating to the Senior Loan to the Property Owner.

(g) “Hotel Parcel” refers to the approximate 3 acre portion of the Property

referred to as “Parcel 2” on the Site Plan attached to this Agreement as Exhibit “C”. (h) “Hotel Project” refers to a limited service hotel anticipated to have up to

150 rooms, to be constructed on the Hotel Parcel, to be operated pursuant to a franchise agreement with Hilton Worldwide, Marriott International or another industry-recognized

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franchisor, and to be managed by Quyp Hospitality, LLC, an Arizona limited liability company (or an affiliate thereof).

(i) “Internal Rate of Return” and/or “IRR” refer to an internal rate of return which is a discount rate that makes the net present value (or “NPV”) of all cash flows (positive and negative) from a project equal to zero. IRR calculations rely on a formula similar to the formula used for calculating the NPV. The following is the formula for calculating NPV:

Where: Ct = net cash inflows during the period t Co= total initial investment costs r = discount rate t = number of time periods

(j) “Majority Vote” means a vote of the Members adopted by one or more Members who hold an aggregate of at least 51% of the outstanding Membership Interests (by membership class) entitled to vote on the issue.

(k) “Manager” means the Person named in the Company’s Articles (as hereinafter defined) as the manager of the Company, and any successor thereto hereafter appointed as provided by this Agreement, but does not include any Person who has ceased to be a manager of the Company.

(l) “Member” means any Person executing this Agreement as a member of the Company on or about the effective date hereof and/or any other Person hereafter admitted to the Company as a member as provided by this Agreement, but does not include any Person who has ceased to be a member in the Company.

(m) “Membership Interest” means an ownership interest of a Member in the Company, regardless of the class of such interest, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

(n) “Membership Schedule” means the membership schedule attached to this Agreement as Exhibit “A” (as amended by the Manager from time to time to reflect any transfers permitted under this Agreement), which sets forth the name, address, Capital Contribution amount, the class of Membership Interest, and the percentage of Membership Interest within the respective membership class for each Member of the Company.

(o) “Offering” means that certain offering to be conducted by the Company, seeking new cash capital from investors in the approximate amount of $3,250,000 (subject to increase or decrease based upon budget factors as determined by the Manager)

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in exchange for the issuance of certain Class A Membership in the Company, which Offering will terminate on or before April 14, 2017.

(p) “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

(q) “Property” means that approximately 58.72 +/- acres of real property, including all improvements now or hereafter located thereon, located at the northwest and southwest corners of Encanto Boulevard and 99th Avenue in Avondale, Maricopa County, Arizona, as more particularly identified on Exhibit “B” attached to this Agreement.

(r) “Property Owner” means Virtua 99th, LLC, an Arizona limited liability company, which will be the sole owner of the Property.

(s) “Quyp Development” means Quyp Development Services, Inc., an Arizona limited liability company.

(t) “Senior Loan” means that certain loan in the approximate original principal amount of $2,250,000 to be obtained by the Property Owner from a lender of Manager’s choosing, initially planned to be INCA Capital, LLC, or its affiliate (as of the date of this Agreement), which loan will be secured by a collateral lien interest against the Property.

(u) “Treas. Reg.” means a regulation issued by the United States Treasury Department, in effect from time to time.

Other terms defined herein have the meanings so given them.

1.02 Construction. Whenever the context requires, the gender of all words used in the Agreement includes the masculine, feminine, and neuter. Unless expressly stated otherwise, all references to articles and sections refer to articles and sections of this Agreement, and all references to exhibits are to the exhibits attached hereto, each of which is made a part hereof for all purposes.

ARTICLE II ORGANIZATION

2.01 Formation. The Company has been organized as an Arizona limited liability company by the filing of the Company’s Articles of Organization (the “Articles”) with the Arizona Corporation Commission under and pursuant to the Act.

2.02 Name. The name of the Company is Virtua 99th Holdings, LLC, and all Company

business must be conducted in that name or such other names that comply with applicable law as the Members may select from time to time.

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2.03 Registered Office, Registered Agent; Principal Office in the United States; Other Offices. The registered office of the Company in the State of Arizona will be the address stated in the Company’s Articles or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Arizona will be the initial registered agent named in the Company’s Articles or such other Person or Persons as the Manager may designate from time to time in the manner provided by law. The principal office of the Company in the United States will be at such place as the Manager may designate from time to time, which need not be in the State of Arizona, and the Company will maintain records there as required by the Act and will keep the street address of such principal office at the registered office of the Company in the State of Arizona. The Company may have such other offices as the Manager may designate from time to time.

2.04 Purpose. The purposes of the Company are to enter into, perform, and carry out contracts and agreements which are necessary, appropriate, or incidental to the accomplishment of the business and purposes of the Company, and to perform all acts necessary or appropriate in connection therewith or reasonably related thereto and to engage in any other lawful activity, all as determined by the Manager (subject to any approval rights reserved to the Members pursuant to this Agreement or by the Act). The initial business and purpose of the Company is to engage in activities relating to, whether directly or indirectly: (i) acquiring, owning, developing, leasing, operating, investing in, financing, managing, and disposing of real property (including, but not limited to the Property or any portion thereof); (ii) organizing, owning, managing and/or investing in Property Owner and/or one or more subsidiary entities as deemed necessary, appropriate and/or desirable by the Manager in connection with the foregoing business purposes; and (iii) obtaining new cash capital for the purpose of funding the Company’s operations, which will include the Offering as more particularly described in Section 2.08(a) of this Agreement. The Company, through its duly appointed Manager, is authorized to do any and all acts and things necessary, appropriate, advisable, incidental to, or convenient for the furtherance and accomplishment of its purposes, and for the protection and benefit of the Company.

2.05 Foreign Qualification. Prior to the Company conducting business in any jurisdiction other than Arizona, the Manager may cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Manager, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Manager, each Member will execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with the Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

2.06 Term. The Company commenced on the date the Company’s Articles were filed with the Arizona Corporation Commission and will continue in existence in perpetuity or until such earlier time as this Agreement may specify.

2.07 No State-Law Partnership. It is intended that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other

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than federal and state tax purposes, and this Agreement will by virtue of membership in the Company not be construed to suggest otherwise.

2.08 Business Plan. The following business plan is the Company’s tentative business plan, subject to change by the Manager, in the Manager’s discretion and using sound business judgment (but subject to any approval rights reserved to the Members pursuant to this Agreement or by the Act):

(a) Offering. Persons accepted under the Offering as members of the Company will be issued Class A Membership entitling them to certain distributions from the Company (as more particularly detailed in Sections 3.01(b) and 5.03 of this Agreement) and limited voting rights relating to Company affairs (as more particularly detailed in Section 3.04 of this Agreement). The Company will use the net proceeds of the Offering for the Company’s business operations (including, but not limited to: repayment of advances and other deferred expenses relating to Property Owner’s acquisition of the Property; and forming and funding Property Owner). The Manager may, on behalf of the Company, cause the preparation of any and all documents necessary or advisable in connection with the Company’s Offering (including, but not limited to, a confidential private placement memorandum, a subscription agreement and associated documentation, investment summaries and brochures, and financial projections), execute and deliver any and all documents relating thereto (including, but not limited to, acceptances of subscription agreements received from subscribing investors, and post-closing compliance documentation), and take any actions as it deems necessary and/or advisable to consummate the Offering.

(b) Investment in Property Owner. The Company will organize Property Owner as a wholly-owned subsidiary entity of the Company. Using the funds contributed to it by the Company and funds acquired under the Senior Loan, Property Owner will acquire, own, develop, operate and finance the Property. The Manager, on behalf of the Company, will prepare, execute and/or deliver such documents as are necessary or advisable to document the Company’s investment in Property Owner (including, but not limited to, an operating agreement and any requisite resolutions or consents) and/or the Property (including, but not limited to, negotiating acquisition financing and executing and delivering loan documentation), upon the terms set forth herein and upon such other and additional terms and the Manager may deem appropriate.

(c) Acquisition, Development and Disposition of the Property.

(i) Generally. The Company will cause Property Owner to endeavor to develop, market, and sell the Property (whether in whole or in part), all as the Manager may determine. The Manager, on behalf of the Company (for itself and/or as the sole managing member of Property Owner), may prepare, execute and/or deliver such documents, and take such actions, as are necessary or advisable to consummate the acquisition of the Property (including, but not limited to, executing a purchase contract assignment and amendments of such contract, escrow documents, certifications, and transactional consents), and the entitlement, development and sale of the Property (including, but not limited to,

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obtaining any and all licenses and permits necessary or desirable for the entitlement and development of the Property, and executing and delivering sales contracts, conveyances deeds, title affidavits and other associated closing documents), all upon the terms set forth herein and upon such other and additional terms and the Manager may deem appropriate. Furthermore, the Manager is authorized to deliver assets of the Company (and/or Property Owner, as applicable) to satisfy the parties’ obligations in connection with the transactions herein authorized.

(ii) Anticipated Resale. Following the entitlement and subdivision of the Property, the Company anticipates causing Property Owner to sell certain portions of the Property to Virtua Partners LLC, its subsidiaries and/or any of their respective affiliates (including, but not limited, Guarantors, Quyp Properties, LLC and Quyp Development) (collectively, the “Virtua Affiliates”). A conceptual site plan detailing the anticipated mixed use development of the Property is attached to this Agreement as Exhibit “C” (the “Site Plan”). The following are basic terms relating to the anticipated resale of portions of the Property to Virtua Affiliates (provided, however, that such terms and conditions may be modified in the Manager’s sole discretion):

1) The Hotel Parcel, which is anticipated for development of the Hotel Project, will be sold to Virtua Affiliates for the purchase price of $1,324,224 (representing $10.00 per square foot). Such transaction will require an earnest money deposit of $65,000 and that closing within 1 year of remittance of the earnest money deposit.

2) The approximate 12 acre portion of the Property referred to in the Site Plan as “Parcel 3” (anticipated for development of apartments thereon) will be sold to Virtua Affiliates for the purchase price of $4,181,760 (representing $8.00 per square foot). Such transaction will require an earnest money deposit of $300,000 and that closing occur within 1 year of remittance of the earnest money deposit.

3) The approximate 8.2 acre portion of the Property referred to in the Site Plan as “Parcel 4” (anticipated for development of apartments thereon) will be sold to Virtua Affiliates for the purchase price of $3,571,920 (representing $10.00 per square foot). Such transaction will require an earnest money deposit of $100,000 and that closing occur within 3 years of remittance of the earnest money deposit.

4) The approximate 7.8 acre portion of the Property referred to in the Site Plan as “Parcel 7” (anticipated for development of townhomes thereon) will be sold to Virtua Affiliates for the purchase price of $2,378,376 (representing $7.00 per square foot). Such transaction will require an earnest money deposit of $100,000 and that closing occur within 3 years of remittance of the earnest money deposit.

174165.5/10543-004 Page 7 of 26

5) The purchase and sale contracts relating to the above-referenced resales of the Property are anticipated to be executed by the parties, and the earnest money deposits due from Virtua Affiliates in connection therewith are due to be deposited into escrow (and immediately thereafter released to the Company) upon the successful closing of Property Owner’s acquisition of the Property.

The Manager, on behalf of the Company (for itself and/or as the sole managing member of Property Owner), may prepare, execute and/or deliver such documents, and take such actions, as are necessary or advisable to consummate such sales of the Property (including, but not limited to, executing sales contracts and amendments thereof, escrow documents, certifications, transactional consents, conveyances deeds, title affidavits and other associated closing documents), all upon the terms set forth herein and upon such other and additional terms and the Manager may deem appropriate.

(iii) Opportunity to Invest in Hotel Project. Each Member holding Class A Membership will have the right to invest in any capital raise or equity investment in any Virtua Affiliate which may buy and/or develop the Hotel Parcel for the Hotel Project (the “Hotel Option”). At least 50% of the capital sought for the Hotel Project will be offered to the Class A Membership prior to such portion of the capital sought being offered to other potential third-party interested parties (the “Reserved Opportunity”). The Manager will provide written notice to the Members holding Class A Membership of any proposed capital raise or other equity investment opportunity relating to the Hotel Project (an “Opportunity Notice”), which notice will set forth the proposed terms of the investment opportunity in the Hotel Project (which terms will apply to any and all parties desiring to invest in the Hotel Project, including the Class A Membership and any third-party investors) and specify the amount of Reserved Opportunity first available to the Class A Membership. Each Member holding Class A Membership may invest in the Hotel Project in such amount as it determines desirable (including, but not limited to, at least its pro rata share of the Reserved Opportunity); provided that such investment will be subject to any minimum or maximum investment amount detailed in the Opportunity Notice. Commencing on the date upon which an Opportunity Notice is given by Manager and continuing thereafter for a period of 15 days (the “Refusal Period”), each Member holding Class A Membership will have the option to elect to participate in the proposed Hotel Option upon the terms as detailed in the Opportunity Notice. Any Members holding Class A Membership that desire to participate in the proposed Hotel Option must provide written notice thereof to the Manager on or before the expiration of the Refusal Period. Any Members that do not timely exercise their options to participate in the proposed Hotel Option will be deemed to have elected not to participate in the Hotel Option, but may still participate in such capital raise or equity investment opportunity on the same terms and conditions as other third-party interested parties. In the event interest to participate in investing in the Hotel Project is greater than the amount of capital sought for the Hotel Project,

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Members holding Class A Membership in the Company will be allowed to participate in such investment before any third-party interested parties.

(d) Express Approval of Certain Fees. Notwithstanding the fact that the Manager is solely responsible for the day-to-day management of the business and operations of the Company and has the power to employ or engage on behalf of the Company such Persons as the Manager deems advisable for the proper operation of the business of the Company, the following engagements with and/or fees due from the Company are expressly acknowledged and approved by the Members:

(i) Fees to Quyp Development. In exchange for services rendered as the Manager of the Company and, thereby, on behalf of any Company subsidiary (if applicable), the Company will pay to Quyp Development the following fees:

1) Acquisition Fee. An acquisition fee equal to 3% of the purchase price paid for the Property, payable upon the closing of the Property acquisition and from the proceeds of the Offering; and

2) Management Fee. A design entitlement and construction management fee equal to 6% of the sales price of each parcel of the Property sold, due upon the closing of each such sale by the Company to a third-party buyer; provided, however, that Quyp Development will be paid an advance on such fee (and the Company will receive credit for such pre-paid fee upon the closing of each parcel sale), promptly following the acquisition of the Property, in the amount of $20,000 per month.

Notwithstanding that each of the foregoing fees will be fully earned by Quyp Development and due and payable by the Company at such times as specified above, the payment of such fees will be deferred until such time as the Company has sufficient cash available to pay them.

(ii) Fee to Versant Commercial Brokerage, Inc. In exchange for services rendered in connection with the acquisition and capitalization of the Property, the Company (or Property Owner, as applicable, on the Company’s behalf) will pay to Versant Commercial Brokerage, Inc., a California corporation (“Versant”), a due diligence and compliance fee equal to $50,000, payable upon the closing of the Offering and from the proceeds of the Offering. Furthermore, upon the closing of the Senior Loan to Property Owner, the Property Owner (or the Company on its behalf) will pay to Versant an origination fee in an amount equal to 1% of the original principal amount of the Senior Loan.

(iii) Fees to Monarch Bay Securities, LLC. In exchange for services rendered in connection with the Offering, the Company (or Property Owner, as applicable, on the Company’s behalf) will pay to Monarch Bay Securities, LLC, a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), or its affiliates, assignees or designees (“Monarch”), a fee equal to 1% of the capital raised under the Offering, payable upon the closing of the

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Offering and from proceeds of the Offering. Additionally, if the Company requests Monarch to source and raise capital for the Offering, the Company will pay Monarch an additional fee of 7% of the capital Monarch so sources and raises. Any and all of the foregoing fees to Monarch will be deemed earned and immediately due and payable upon the closing of the Offering.

(iv) Fees to INCA Capital, LLC. Upon the closing of the Senior Loan to Property Owner, the Property Owner (or the Company on its behalf) will pay to INCA Capital, LLC, or its affiliate, an origination fee in an amount equal to 2.75% of the original principal amount of the Senior Loan, as well as other costs and expenses due to lender as disclosed in the executed term sheet for the Senior Loan, which is attached as Exhibit C to the Company’s Confidential Private Placement Memorandum dated October 7, 2016, of which this Agreement is integrated as Exhibit A thereto.

Furthermore, the Company’s Manager is authorized in its discretion, but not required, to use available funds of the Company to pay expenses of any subsidiary of the Company to the extent such entity has insufficient funds to do so.

2.09 Other Activities and Certain Transactions. The Manager shall devote to the Company such time as is necessary to the proper conduct of the Company's business. The Manager, the Members and their respective affiliates, will at all times be free to engage generally in all aspects of real estate ownership and management, including the purchase, sale, development, construction and management of real estate and the formation of partnerships, joint ventures, other investment programs similar to the Company, or in any other business or venture of every nature and description, even though such activities and organizations may compete or tend to compete with the Company. The Manager and the Members have no duty or obligation to present to the Company any real or personal properties, or opportunities in connection therewith, which they may discover. Neither the Company nor its Members have any right by virtue of this Agreement in or to such other ventures, partnerships or entities or to the income or profits derived therefrom, provided, that this paragraph is not to be construed to either contract or expand the duty of the Manager to the Members or the Company.

ARTICLE III

MEMBERSHIP

3.01 Membership.

(a) Initial Members. The Members of the Company are the Persons executing this Agreement as members on or about the effective date hereof, and such Persons are admitted to the Company as members effective contemporaneously with the execution by such Persons of this Agreement and the delivery of such Persons’ Capital Contributions to the Company. Following the closing of the Offering and the associated intake of Members to the Company, the Manager will revise the Membership Schedule for the Company to reflect the current state of the Company’s membership, and the Manager will thereafter provide notice to the Members of the updated Membership Schedule.

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(b) Classes of Membership.

(i) Class A Membership. In exchange for Class A Membership, certain Persons will contribute to the Company new cash capital in such amounts as specified on the Membership Schedule. Members holding Class A Membership are entitled to receive a complete return of their Capital Contributions plus a preferred return on such investment equal to a 15% Internal Rate of Return, prior to the Class B Membership being entitled to participate in distributions from the Company (such return of Capital Contributions plus the preferred return thereon shall together be referred to herein as the “Milestone”). As detailed in Section 5.03 of this Agreement, from and after the time the Milestone has been met, Members holding Class A Membership will be entitled to receive, in the aggregate, 50% of the distributions from the Company.

(ii) Class B Membership. In exchange for Class B Membership in the Company, certain Persons will contribute to the Company certain services rendered to the Company in connection with the organization of the Company and/or its subsidiaries considered to have value in the amount set forth next to their respective names on the Membership Schedule. As detailed in Section 5.03 of this Agreement, Members holding Class B Membership will be entitled to participate in distributions from the Company, from and after the Milestone has been met, in the aggregate amount of 50% of any such distributions.

3.02 Meetings.

(a) There is no requirement that meetings of the Members be held; however, to the extent that the Members convene for a meeting, the Members may hear and vote upon any business as may properly come before the meeting. Meetings may be held in person, by telephone conference or video conference.

(b) Meetings of the Members for any proper purpose or purposes may be called by the Manager or by any Member, provided that no one Member may call for more than one special meeting during any calendar month.

3.03 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by one or more Members who aggregately hold the requisite Membership Interests to carry the vote.

3.04 Voting Rights of the Members.

(a) All actions of the Members will be taken by the Members then entitled to vote as provided in this Article III, as determined by a Majority Vote within each class entitled to vote, except as otherwise provided herein or in the Act.

(b) Members of the Company will have the right to vote to approve only those certain Major Decisions set forth in Section 6.06 of this Agreement, and will have no

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right to vote to approve any other matter with respect to the Company or otherwise direct the business of the Company except as may be otherwise required by the Act. Notwithstanding the foregoing to the contrary, the Members holding Class A Membership will have the right to vote upon any and all Major Decisions impacting the Company, while the Members holding Class B Membership will have no right to vote upon Major Decisions of the Company except to approve any amendment or modification of this Agreement (excluding updates of the Membership Schedule, which are permitted by this Agreement to be made without the need for approval by the Members).

3.05 Restriction on Alienation.

(a) Restriction on Transferability. No Member may sell, assign, transfer, encumber, or otherwise dispose of all or any portion of its Membership Interest in the Company without the prior written consent of the Manager, and only in compliance with applicable federal and state securities laws, rules and regulations.

(b) Endorsement on Membership Certificates. There will be no requirement that the Company issue to the Members certificates representing membership in the Company; however, to the extent any membership certificates are issued by the Company, each such certificate representing Membership Interests of the Company now or hereafter held by the Members will be stamped with a legend in substantially the following form:

The membership interests represented by this certificate are subject to an Operating Agreement dated effective as of ____________, 2016 (the “Agreement”), a copy of which is on file at the principal office of the Company, and said membership interests may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of except in strict accordance with the terms of that Agreement. A copy of said Agreement will be furnished without charge to the holder of this certificate upon receipt by the Company at its principal place of business or registered office of a written request from the holder requesting such a copy.

3.06 Liability to Third Parties. No Member or Manager will be liable for the debts,

obligations or liabilities of the Company, including, without limitation, under a judgment, decree or order of a court or other tribunal.

3.07 Withdrawal. A Member does not have the right or power to withdraw from the Company as a member, except in accordance with a transfer of a Membership Interest completed in accordance with Section 3.05 of this Agreement.

3.08 Lack of Authority. No Member (other than a Member who is also a Manager or an officer) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company.

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3.09 Ownership and Waiver of Partition and Valuation. The Membership Interest of each Member in the Company will be personal property for all purposes. All property and interests in property, real or personal, owned by the Company will be deemed owned (directly or indirectly) by the Company as an entity, and no Member, individually, will have any ownership of, or interest in, such property or interest owned by the Company except as a member of the Company. Each Member, on behalf of itself and its successors, representatives, heirs, and assigns hereby waives and releases each and all of the following rights that it has or may have, if any, by virtue of holding Membership Interests in the Company: (i) any right of partition or any right to take any other action that otherwise might be available to such Member for the purpose of severing its relationship with the Company or such Member’s interest in the assets held by the Company from the interest of the other Members; and (ii) any right to valuation and payment with respect to such Member’s Membership Interest or any portion thereof, except to the extent specifically set forth otherwise herein.

3.10 Waiver of Right to Judicial Dissolution. The Members agree that irreparable damage would be done to the good will and reputation of the Company if any Member should bring an action in court to dissolve the Company. Accordingly, except as otherwise set forth in this Agreement, each Member hereby waives and renounces its right to seek a court decree of dissolution or to seek the appointment by a court of a liquidator or receiver for the Company.

3.11 Representations, Warranties and Covenants of Members.

(a) Each Member represents and warrants to the other Members that: (i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action and do not require the consent or approval of any third party; (ii) it has all necessary power with respect thereto; (iii) the consummation of such transactions will not (and with the giving of notice or lapse of time or both would not) result in a breach or violation of, or a default or loss of contractual benefits under, its operating agreement, any agreement by which it or any of its properties is bound, or any statute, regulation, order or other law to which it or any of its properties is subject, or give rise to a lien or other encumbrance upon any of its properties or assets; (iv) this Agreement is a valid and binding agreement on the part of such Member, enforceable in accordance with its terms, subject to applicable debtor relief laws; (v) such Member is not a foreign person as that term is defined in Code § 1445; and (vi) as of the date hereof, such Member has no contract, understanding, undertaking, agreement or arrangement of any kind with any Person to sell, transfer or pledge to any Person its Membership Interest or any part thereof.

(b) Each Member further represents and warrants to the other Members that: (i) such Member is acquiring an interest in the Company for its own account, for investment only and not as nominee or agent, and not with a view to the resale or distribution of any part thereof; (ii) such Member can bear the economic risk of its investment in the Company for an indefinite period of time and has adequate means for providing for such Member’s current needs and individual contingencies; (iii) the Membership Interests in the Company are not registered under the Securities Act of 1933, as amended (the “33 Act”), or under any state securities laws, and such investment may

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not be resold unless subsequently registered or unless an exemption from registration is available, and it does not have the right to require such registration; and (iv) the Member’s knowledge and experience in financial and business matters are such that the Member is capable of evaluating the merits and risk of the investment.

(c) Each Member represents, warrants and covenants to the other Members that:

(i) It is not now nor will it be at any time during the term of this Agreement a Person with whom a U.S. Person, including a financial institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to specially designated nationals and blocked persons) or otherwise.

(ii) It and no Person who owns a direct interest in such Member is now nor will be at any time during the term of this Agreement a Person with whom a U.S. Person, including a financial institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to specially designated nationals and blocked persons) or otherwise.

(d) Each Member represents, warrants and covenants to the other Members that it has taken, and will continue to take during the term of this Agreement, such measures as are required by law to assure that the funds invested in the Company are derived: (i) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under U.S. law or to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated.

(e) Each Member represents, warrants and covenants that it is in, and will be in, compliance with any and all applicable provisions of the Patriot Act of 2001, as amended.

ARTICLE IV CAPITAL CONTRIBUTIONS

4.01 Capital Contributions. The Company is authorized to accept Capital Contributions only as expressly provided for in this Article.

(a) Initial Contributions.

(i) Generally. Contemporaneously with the execution by such Person of this Agreement and the delivery of such Person’s applicable Capital

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Contribution to the Company, each such Person will be deemed a Member of the Company and will be entitled to the Membership Interest described for that Member on the Membership Schedule and issued in exchange for the specified consideration provided to the Company as such Member’s Capital Contribution.

(ii) Contribution for Class A Membership. In exchange for a Class A Membership in the Company, each Person desiring to invest in the Company via the Offering will contribute to the Company new cash capital in the amount specified on the Membership Schedule next to such Person’s name. In the event the Property Owner fails to close upon its acquisition of the Property on or before December 31, 2016, the Company will return to the Members holding Class A Membership all Capital Contributions received by the Company therefrom and such Persons will cease to be Members of the Company.

(iii) Contribution for Class B Membership. In exchange for services rendered to the Company in connection with the organization of the Company and/or its subsidiaries, certain Persons will be issued Class B Membership in the Company.

(b) Additional Capital Contributions. The Members will not be required to contribute any additional capital to the Company, and the Members will not have any personal liability for any obligations of the Company.

4.02 Return of Contributions. Except as provided in Section 4.01(a)(ii) above, a Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its capital account or its Capital Contributions, except as otherwise provided herein or agreed by the Members. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

4.03 Advances by Members and/or Manager. If the Company does not have sufficient cash to pay its obligations, any Member and/or Manager may agree to advance all or part of the necessary funds to or on behalf of the Company. An advance described in this Section 4.03 constitutes a loan from the Member and/or Manager to the Company, as applicable, and is not a Capital Contribution, and will bear interest at such interest rate that may be determined as appropriate and reasonable by the Manager.

4.04 Capital Accounts. A capital account will be established and maintained for each Member. The Member’s capital account (a) will be increased by (i) the amount of money contributed by the Member to the Company, (ii) the fair market value of property contributed by the Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code § 752), and (iii) allocations to the Member of Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Treas. Reg. 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. 1.704-1(b)(4)(i), and (b) will be decreased by (i) the amount of money distributed to the Member by the Company, (ii) the fair market value of property distributed to the Member by the Company (net of liabilities secured by the distributed

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property that the Member is considered to assume or take subject to under Code § 752), (iii) allocations to the Member of expenditures of the Company described in Code § 705(a)(2)(B), and (iv) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Treas. Reg. §1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss or deduction described in Treas. Reg. §1.704-1(b)(4)(i) or §1.704-1(b)(4)(iii). The Member’s capital accounts also will be maintained and adjusted as permitted by the provisions of Treas. Reg. §1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Member of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. §1.704-1(b)(2)(iv)(g). On the transfer of all or part of a Membership Interest, the capital account of the transferor that is attributable to the transferred Membership Interest or part thereof will carry over to the transferee Member in accordance with the provisions of Treas. Reg. §1.704-1(b)(2)(iv)(1).

4.05 No Interest. Except as otherwise provided herein, no interest will be paid on any Capital Contributions or capital account balance of any Member.

4.06 No Deficit Make-Up. Except as otherwise expressly provided herein, no Member will be obligated to the Company, or any other Member, solely because of a deficit balance in such Member’s capital account nor will any Member be required to restore a negative balance, or make any Capital Contribution to the Company by reason thereof.

ARTICLE V ALLOCATIONS AND DISTRIBUTIONS

5.01 Allocations.

(a) Except as may be required by Code § 704(c) and Treas. Reg. § 1.704-1(b)(2)(iv)(f)(4), and except as otherwise provided herein, all items of income, gain, loss, deduction, and credit of the Company will be ratably allocated to the Members in proportion to their respective Capital Contributions to the Company.

(b) All items of income, gain, loss, deduction, and credit allocable to any Membership Interest that may have been transferred will be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as owning that Membership Interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code § 706 and the regulations thereunder.

5.02 Special Allocations. Should the assets of the Company be sold and should some of the Members of the Company desire to transfer said assets as part of a tax free exchange under the provisions of Code § 1031(a), allocation of taxable “boot” and the taxable gain associated therewith, will be made to those retiring members as provided in Code § 704(b). Further it is the

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intent of the members that this special allocation have “substantial economic effect” consistent with Treas. Regs. § 1.704-1(b)(2)(iii).

5.03 Distributions.

(a) The Manager will, from time to time as it may deem appropriate in its reasonable judgment, determine to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including, without limitation, funds for operating expenses (including development costs and any fees due to the Manager), debt service, acquisitions, and a reasonable contingency reserve. If such an excess exists, the Manager will cause the Company to make distributions to the Members, on a monthly basis if possible, or upon a liquidation or wind-up of the Company, as follows:

(i) First, 100% to the Class A Membership, until such time as the Milestone has been met; and

(ii) Thereafter, all subsequent distributions to the Members will be made, aggregate to each class, 50% to the Class A Membership and 50% to the Class B Membership.

To the extent any membership class consists of more than one Member, all distributions made by the Company to such membership class will be distributed pro rata amongst the Members of such class. Notwithstanding the foregoing, distributions to the Members will be dependent upon the Company’s receipt of distributions from Property Owner.

(b) From time to time the Manager may also cause property of the Company

other than cash to be distributed to the Members, subject to existing liabilities and obligations. Immediately prior to such a distribution, the capital accounts of the Member will be adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).

ARTICLE VI MANAGEMENT OF COMPANY AFFAIRS; MANAGER

6.01 Management.

(a) General. Management of the Company is vested in one Manager. The Manager will independently have the authority and power to manage the Company, and no third party will be required to obtain the consent or approval of anyone other than the Manager to conduct business with the Company. As provided within this Agreement, the Members will, from time to time, appoint the Manager of the Company, and the Manager will serve in such capacity until its resignation. The Manager joins in this Agreement to acknowledge it is aware of the contents hereof and to confirm it will act in accordance herewith in discharging its duties as a manager of the Company.

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(b) Resignation of Manager. The Manager may resign from its capacity as the manager of the Company at any time. Such resignation will be made in writing and delivered to the Members, and will take effect at the time specified therein or, if no time is specified, then at the time of its receipt by the Members. The acceptance of a resignation will not be necessary to make it effective, unless otherwise expressly provided in the resignation. In the event any Manager resigns, it may be replaced by an appointment decided by a Majority Vote of the Members.

(c) Removal of Manager. Except as may be provided otherwise by the Act, a

Person may not be removed by the Members from its capacity as a Manager of the Company.

6.02 Meetings.

(a) There is no requirement that meetings of the Manager be held; however, to the extent that the Manager convenes for a meeting, the Manager may hear and vote upon any business as may properly come before the meeting.

(b) Any and all meetings of the Manager may be held in person, by telephone conference or by video conference.

6.03 Action by Written Consent. Any action(s) required or permitted to be taken at any meeting of the Manager may be taken without a meeting, prior notice, and/or a vote, if a consent or consents in writing, setting forth the action(s) so taken, will be signed by the Manager.

6.04 Initial Manager. (a) Appointment. Quyp Development Services, LLC, an Arizona limited

liability company, is appointed by the Members as Manager of the Company.

(b) Compensation to Quyp Development as Manager. Except for the fees payable pursuant to Section 2.08(d) of this Agreement, Quyp Development will not receive any compensation for services rendered in the discharge of its duties as a Manager of the Company; however, the Company will reimburse Quyp Development for any expenses and costs incurred by it on behalf of the Company while discharging its duties as the Manager thereof.

(c) Removal of Quyp Development or Appointment of Additional

Manager(s). Notwithstanding any other term or provision of this Agreement, no additional Person besides Quyp Development may be appointed, and Quyp Development may not be removed, as Manager of the Company for so long as: (1) the Milestone remains unsatisfied; and (2) the Guarantors and/or any their respective affiliates (including, but not limited to, Virtua Partners LLC and/or Quyp Development) are liable for any liability relating to the financing for the Property (including the Senior Loan) or any other guaranties of obligations of the Company and/or Property Owner.

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6.05 Manager’s Powers. Subject to the Members’ approval of the matters set forth in

Section 6.06 below, the Manager has the exclusive right, power and duty, acting alone, to manage the business and affairs of the Company, with all powers necessary, advisable or convenient to that end. The powers and duties of the Manager include, but are not limited to, the following:

(a) To establish and maintain operating bank accounts and reserves with any

bank for such purposes and in such amounts as the Manager deems appropriate from time-to-time and in his discretion to designate persons to have signature authority on such accounts;

(b) To employ or engage on behalf of the Company such Persons as in the

Manager’s exclusive discretion or judgment may be deemed advisable for the proper operation of the business of the Company;

(c) To extend the Offering, accept funds from subscribing investors as Capital

Contributions to the Company and issue Membership Interests in the Company to such subscribing investors in connection therewith, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Offering, and to take any and all other actions in connection therewith as the Manager deems necessary or appropriate;

(d) To enter into, execute, acknowledge and deliver all agreements,

documents and instruments which the Manager deems necessary or appropriate to consummate and/or evidence the Company’s investment in Property Owner (including, but not limited to, the execution of articles of organization, an operating agreement and/or any amendments thereof) and/or to appropriately manage the business and affairs of Property Owner (in accordance with the operating agreement for Property Owner), including to acquire, lease, sell, finance and develop the Property, and to take any and all other actions in connection with such investment (including, but not limited to, delivering Company funds and assets to Property Owner as the Company’s capital contribution therein and/or approving and consummating any sale or other disposition of the Company’s ownership interest in Property Owner or any portion thereof) and/or managerial function;

(e) To approve any matter submitted by a Company subsidiary to the

Company for decision, including, but not limited to, any decision relating to a sale or other disposition of an ownership interest in the Property (whether in whole or in part) and/or any proposed acquisition or refinance of debt secured by the Property or any portion thereof or any other assets of the Company’s subsidiaries;

(f) To sell parts of the Property to other companies controlled by the Manager

(or its affiliates), provided that the terms of the sale are at prevailing market rates and conditions, and provided that Members of the Company are given the first right to invest in such other companies controlled by the Manager and buying parts of the Property, on

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terms at least as favorable as those being offered to other investors, if investors are being permitted;

(g) To make, execute, acknowledge and deliver such certificates, instruments

and documents as may be required by, or may be appropriate under, in connection with the conduct of business by the Company;

(h) To enter into, execute, acknowledge and deliver all agreements,

documents and instruments, and to take any and all other actions, which the Manager deems necessary or appropriate to consummate and/or evidence the Company’s investment in the Property, or any portion thereof (including, but not limited to, executing purchase agreements and amendment and/or assignments thereof, title affidavits, and settlement statements) and/or to appropriately manage the business and affairs of the Property, or any portion thereof (including, but not limited to, as may be required to entitle, develop and market the Property); and

(i) In addition to the specific rights and powers herein granted, to engage in

any activities necessary or incidental to the accomplishment of any of the purposes and business which the Company was formed to conduct.

6.06 Limitations on Power and Authority of the Manager. Notwithstanding anything

contained in Section 6.05 above, the Manager may not cause the Company to do any of the following (collectively, the “Major Decisions”) without first obtaining approval of a Majority Vote of the Class A Membership (unless a greater approval is required by the terms of this Agreement or the provisions of the Act):

(a) In the event of a vacancy, appoint a Manager of the Company;

(b) File any bankruptcy or other insolvency or reorganization proceeding

involving the Company;

(c) Amend this Agreement (except with respect to updates of the Membership Schedule of the Company, as permitted by this Agreement) (which event will require the approval of a Majority Vote of each membership class); or

(d) Dissolve, merge, or otherwise alter the organic structure of the Company.

ARTICLE VII

INDEMNIFICATION

7.01 Right to Indemnification. Subject to the limitations and conditions as provided in this Article VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitration or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or

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was a Manager or Member of the Company or while a Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, Member, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, membership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise will be indemnified by the Company to the fullest extent permitted by the Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VII will continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII will be deemed contract rights, and no amendment, modification or repeal of this Article VII will have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability.

7.02 Advance Payment. The right to indemnification conferred in this Article VII will include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.01 above who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding, will be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it is ultimately determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

7.03 Indemnification of Officers, Employees and Agents. The Company, by adoption of a resolution of the Members, may indemnify and advance expenses to an officer, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to a Manager or Member under this Article VII; and, the Company may indemnify and advance expenses to Persons who are not or were not Managers, Members, officers, employees or agents of the Company but who are or were serving at the request of the Company as a Manager, director, officer, Member, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, membership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a Person to the same extent that it may indemnify and advance expenses to a Manager or Member under this Article VII.

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7.04 Appearance as a Witness. Notwithstanding any other provision of this Article VII, the Company may pay or reimburse expenses incurred by a Manager, officer or Member in connection with its appearance as a witness or other participation in a Proceeding at a time when it is not a named defendant or respondent in the Proceeding.

7.05 Non-Exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VII will not be exclusive of any other right which a Manager, Member, or other Person indemnified pursuant to Section 7.03 above may have or hereafter acquire under any law (common or statutory), provision of the Company’s Articles or this Agreement, or the agreement of the Members.

7.06 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a Manager, director, officer, Member, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article VII.

7.07 Limitations. Notwithstanding any other provision herein, a Person will not be entitled to indemnity nor any other benefits pursuant to Article VII to the extent the Person engages in (i) a breach of the Person’s duty of loyalty to the Company or its Members; (ii) an act or omission not in good faith that constitutes a breach of duty of the Person to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the Person received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Person’s office; or (iv) an act or omission for which the liability of a Manager or Member of the Company is expressly provided by an applicable statute.

7.08 Savings Clause. If this Article VII or any portion thereof becomes invalidated on any ground by any court of competent jurisdiction, then the Company will nevertheless indemnify and hold harmless each Manager or any other Person indemnified pursuant to this Article VII as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII TAXES

8.01 Tax Returns. The Manager will cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making the elections described in Section 8.02 below.

174165.5/10543-004 Page 22 of 26

8.02 Tax Elections. The Company will make the following elections on the appropriate tax returns:

(a) To adopt the calendar year as the Company’s fiscal year;

(b) To adopt the cash method of accounting and to keep the Company’s books and records on that basis;

(c) If a distribution of Company property as described in Code § 734 occurs or if a transfer of a Membership Interest as described in Code § 743 occurs, on written request of any Member, to elect, pursuant to Code § 754, to adjust the basis of Company properties;

(d) To elect to deduct the maximum amount of organizational and start-up expenditures in accordance with Code §§ 709(b) and 195 and to amortize the remainder of such expenditures over 180 months; and

(e) Any other election the Manager may deem appropriate and in the best interests of the Company.

8.03 Limitations. Neither the Company nor any Manager or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Agreement will be construed to sanction or approve such an election.

8.04 Classification of the Company for Tax Purposes. The Members hereby acknowledge their intention that the Company be classified, for federal and state income tax purposes, as a partnership and not as an association taxable as a corporation pursuant to Code § 7701(a)(2) and the regulations promulgated thereunder. Each Member, by its execution or acceptance of this Agreement (i) agrees that the provisions of this Agreement will be applied and construed in a manner to give full force and effect to such intent, and (ii) covenants and agrees that it will file its own federal and state income tax return in a manner that is consistent with tax classification of the Company as a partnership and will not take any action which is inconsistent with such classification.

8.05 Tax Matters Partner. For so long as it is a Member of the Company, Virtua Partners LLC will act as “Tax Matters Partner” in accordance with Code § 6231, or any successor statute.

ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

9.01 Maintenance of Books. The Company will keep books and records of accounts and will keep minutes of the proceedings of the Members and the Manager. The books of account for the Company will be maintained on a cash basis in accordance with the terms of the Agreement, except that the capital accounts of the Members will be maintained in accordance

174165.5/10543-004 Page 23 of 26

with Section 4.04 of this Agreement. The calendar year will be the accounting year of the Company.

9.02 Accounts. The Manager will establish and maintain one or more separate bank and investment accounts and arrangements for Company funds in the Company name with financial institutions and firms that the Manager determines.

ARTICLE X WINDING UP AND TERMINATION

10.01 Winding Up. The Company will dissolve and wind up its affairs on the first to occur of the following:

(a) The expiration of the period fixed for the duration of the Company set forth in the Company’s Articles (if applicable); or

(b) A document executed by all Members which expresses their unanimous desire to wind up the Company; or

(c) The entry of a judgment of dissolution of the Company under Act § 29-785 or an administrative dissolution of the Company under Act § 29-786; or

(d) A Withdrawal Event (as defined in the Act) of the last remaining Member occurs, unless within 90 days all assignees by written consent admit at least one Member to continue the business of the Company.

10.02 Procedures. On dissolution of the Company, the Manager will proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation will be a Company expense. Until final distribution, the Manager will continue to manage the Company with all of the power and authority of the Manager as set forth in this Agreement. The steps to be accomplished by the Manager are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the Manager will cause a proper accounting to be made by the Company’s regularly engaged accountant of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(b) The Manager will pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a reserve fund for contingent liabilities in such amount and for such term as the Manager may reasonably determine) in the following order of priority:

(i) First, all expenses incurred in liquidation;

174165.5/10543-004 Page 24 of 26

(ii) Second, those obligations of the Company to all Persons except for those obligations of the Company to repay advances made by Members pursuant to the terms of this Agreement; and

(iii) Third, those obligations of the Company to repay advances made by Members pursuant to the terms of this Agreement.

(c) All remaining assets of the Company will be distributed to the Members as follows:

(i) The Manager may sell any or all Company assets, including sales

to Members, and any resulting gain or loss from each sale will be computed and allocated to the capital accounts of the Members consistent with Article IV of this Agreement;

(ii) With respect to all Company assets that have not been sold, the fair

market value of such assets will be determined and the capital accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such assets that has not been reflected in the capital accounts previously would be allocated among the Members if there were a taxable disposition of such assets for the fair market value of such assets on the date of distribution consistent with Article IV of this Agreement; and

(iii) Company assets will be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this subparagraph; and those distributions will be made by the end of the taxable year of the Company during which the liquidation of the Company occurs or, if later, 90 days after the date of the liquidation.

All distributions in kind to the Members will be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this subparagraph. The distribution of Company assets to a Member in accordance with the provisions of this subparagraph constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member of its Membership Interest in the Company and all of the Company assets.

10.03 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in the Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the capital account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to the Agreement, upon dissolution of the Company such deficit

174165.5/10543-004 Page 25 of 26

will not be an asset of the Company and such Member will not be obligated to contribute such amount to the Company to bring the balance of such Member’s capital account to zero.

10.04 Articles of Termination. On completion of the winding up procedures described herein, the Company is terminated, and the Manager (or such other Person or Persons as the Act may require or permit) will file Articles of Termination with the Arizona Corporation Commission, cancel any other filings made pursuant to Section 2.05 of this Agreement, and take such other actions as may be necessary to terminate the Company pursuant to the Act.

ARTICLE XI GENERAL PROVISIONS

11.01 Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

11.02 Entire Agreement. This Agreement constitutes the entire agreement of the Members relating to the Company with respect to the subject matter hereof and supersedes all prior conflicting contracts or agreements with respect to the Company, whether oral or written.

11.03 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.04 Amendments or Modification. Except with respect to the Membership Schedule attached hereto, this Agreement may be amended or modified from time to time only following the approval to such amendment or modification by a Majority Vote of the Members (of each membership class), and any such amendment or modification of this Agreement will be made by a written instrument executed by a majority-in-interest of the Members. The Manager may amend the Membership Schedule of the Company as necessary to reflect the intake and/or transfer of membership in the Company as permitted by this Agreement, without the need for approval by the Members.

11.05 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns.

11.06 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Company’s Articles, or (b) any mandatory provision of the Act or other Arizona statute, the applicable provision of the

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Company’s Articles, the Act, or other Arizona statute will control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision will be enforced to the greatest extent permitted by law. Venue for all disputes, actions and litigation arising out of this Agreement or relating to or involving the Company will lie exclusively in Maricopa County, Arizona.

11.07 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.08 Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for winding up or termination of the Company or for partition of the property of the Company.

11.09 Counterparts; Copies of Signatures. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts will be construed together and constitute the same instrument. Facsimile copies and electronic copies (e.g. .PDFs) of executed signatures to this Agreement, as well as electronic signatures made in compliance with the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) (e.g. DocuSign), will be accepted with the same force and effect as original signatures to this Agreement.

11.10 Effectiveness. Notwithstanding the effective date of this Agreement (as identified on page 1 hereof) to the contrary, this Agreement will become effective and the Company operated in accordance herewith immediately upon the execution hereof by the Manager and the Members holding Class B Membership, and this Agreement will become effective as to, and binding upon, the remaining Members of the Company upon their respective execution hereof.

[Signatures appear on the following pages.]

Operating Agreement of Virtua 99th Holdings, LLC Signature Page

IN WITNESS WHEREOF, the undersigned Manager and Members executed this OPERATING AGREEMENT OF VIRTUA 99TH HOLDINGS, LLC as of the effective date first set forth above.

MANAGER:

Quyp Development Services, LLC, an Arizona limited liability company

By:

Name: Its: Manager

MEMBERS:

Quyp Properties, LLC, an Arizona limited liability company

By:

Name: Its: Manager

Virtua Partners LLC, an Arizona limited liability company

By: Quynh Palomino, Manager

[Members’ counterpart signature pages continue on the following pages.]

Virtua 99th Holdings, LLC

Counterpart Member Signature Page The undersigned Member hereby executes the Operating Agreement of Virtua 99th Holdings, LLC, an Arizona limited liability company, dated effective as of _____________, 2016, and hereby authorizes this signature page to be attached as a counterpart to such document. Dated as of _________________, 2016. Amount of Subscription for Interests: $ SIGNATURE BLOCK FOR INDIVIDUALS:

Individual’s Signature:

Individual’s Printed Name: SIGNATURE BLOCK FOR JOINT ACCOUNTS:

Individual #1’s Signature:

Individual #1’s Printed Name:



SIGNATURE BLOCK FOR ENTITIES OR TRUSTS:

Name of Entity/Trust:

By: (Signature)

Signer’s Printed Name:

Signer’s Title: (Example: Manager, Member, Trustee, etc.)

By: (Signature)



SIGNATURE BLOCK FOR IRAS: Name of IRA:

By: (Custodian/Trustee Signature)

Custodian/Trustee’s Printed Name:

Custodian/Trustee’s Title:

IRA Participant’s Signature:

IRA Participant’s Printed Name:

Operating Agreement of Virtua 99th Holdings, LLC Exhibit “A”

EXHIBIT “A” TO

OPERATING AGREEMENT OF VIRTUA 99TH HOLDINGS, LLC

Membership Schedule

As of _________________, 2016

Member

Name and Address

Capital

Contribution

Membership

Class Membership Percentage

Within Class In Company

Quyp Properties, LLC 7600 North 15th Street, Suite 150-19 Phoenix, AZ 85020

$0 Class B 50% 25%

Virtua Partners LLC 7600 North 15th Street, Suite 150-19 Phoenix, AZ 85020

$0 Class B 50% 25%

[Members to come from Offering]* $3,250,000.00* Class A 100% 50%

TOTAL CONTRIBUTIONS: $3,250,000.00* TOTAL: 100.000%

*This information is subject to adjustment following the closing of the Offering in the Company.

Operating Agreement of Virtua 99th Holdings, LLC Exhibit “B”

EXHIBIT “B” TO


Legal description of the Property

[to be attached]

Operating Agreement of Virtua 99th Holdings, LLC Exhibit “C”

EXHIBIT “C” TO


Site Plan

See the following page.

dhonesty

Typewritten Text

EXHIBIT C TO OPERATING AGREEMENT OF VIRTUA 99TH HOLDINGS, LLC


56

Exhibit B To


Investment Summary

Attached hereto. The Investment Summary contains certain financial projections, which the Manager has not independently verified. These projections are inherently subject to significant business, economic, regulatory, legal and competitive uncertainties and contingencies, many of which are subject to change. Accordingly, there can be no assurance that the results shown in the projections will be realized in whole or in part or that an investment in the Company will not result in significant losses. An investment in the Company involves a high degree of risk and should only be undertaken by suitable investors whose financial recourses are sufficient to enable them to assure these risks and bear the loss of all or part of their investment. See, “Warning Regarding the Use of Forward Looking Statements and Financial Projections” herein.

VIRTUA 99TH 1

Derek Uldricks 619-764-9633

[email protected]

Contact:

Matt Mueller 619-764-9640

[email protected]

AN EQUITY INVESTMENT OPPORTUNITY TO PURCHASE 58.72 ACRES OF UNDEVELOPED LAND NEAR UNIVERSITY OF PHOENIX STADIUM AND COYOTES ARENA

(AVONDALE, AZ)

Less than one mile from junction of Interstate 10 and Arizona Loop 101, a major West Phoenix MSA Interchange

Approximately 5 miles south of University of Phoenix Stadium (Arizona Cardinals, NCAA Football Championship, and Super Bowl Host) and Arizona Coyotes Hockey Arena

Approximately 58.72 acres of undeveloped land zoned for commercial uses Intended mixed-use development site including hospitality, single family residence,

multifamily, and retail uses Proposed purchase price of $1.76 per square foot Virtua, as Project Sponsor, Projects an Overall Return: 54.67% IRR to Equity Investor

(2.72x equity multiple over three years) Up to $3,250,000 Offering of Class “A” Equity Membership Interests , Leveraged by a

Senior Loan (Not Including Proposed Hotel Construction) Members will be offered an option to invest in a hotel Virtua plans to develop onsite

Virtua 99th 58.72 ACRES OF LAND | AVONDALE, AZ (PHOENIX MSA)

VIRTUA 99TH 2


[email protected]

Contact:


[email protected]

Disclaimer

This summary is provided for informational purposes only and does not constitute an offer or solicitation to acquire interests in the investment or any related or associated company. Any such offer or solicitation may be made only by means of the confidential Private Placement Memorandum (“Memorandum”) and in accordance with the terms of all applicable securities and other laws. All information contained herein is subject to and qualified by the contents of the Memorandum. As more fully described therein, participation in any securities offering is limited to Accredited Investors pursuant to §506(c) of the Securities Act of 1933. Please contact the Managers, Versant, or their FINRA Registered Broker dealer, Monarch Bay Securities, LLC (“Monarch Bay”), to inquire about obtaining a copy of the Memorandum. The information and any statistical data contained herein have been obtained from sources which the Managers, Versant, and Monarch Bay believe to be reliable, but do not represent such as accurate or complete, and therefore should not be relied upon as such. All opinions expressed and data provided herein are subject to change without notice. Virtua, Versant, Monarch Bay, and/or their members, directors, officers, consultants, employees, and/or affiliates may have agreements involving equity or other financial interests in the subject transaction as principals in the investment discussed herein. This potential investment opportunity may not be suitable for all types of investors. All investments involve different degrees of risk. You should be aware of your risk tolerance level and financial situation at all times. The rights, duties, and obligations of all parties to the proposed transactions, including the Managers, Versant, and Monarch Bay will be governed and limited by the operative documents, which will be available upon request to the extent not otherwise provided. The Managers, Versant, and Monarch Bay do not accept or assume any duties, responsibilities, or obligations except as specifically provided in the final transaction documents. Read any and all information presented carefully before making any investment decisions. You are free at all times to accept or reject investment recommendations made by Versant Commercial Brokerage, Inc. or Monarch Bay Securities, LLC. All investments presented are subject to market risk and may result in the entire loss of investment. Past performance is no guarantee of future results, and current as well as future performance may be worse or better than the performance data projected and portrayed by the Managers herein. The information contained herein should not be considered without the advice and guidance of legal counsel and a professional tax advisor who is familiar with all the relevant facts. The information contained here is general in nature and is not intended as legal, tax or investment advice. Furthermore, the information contained herein may not be applicable to or suitable for an individual’s specific circumstances or needs and may require consideration of other matters. The Managers, Versant, Monarch Bay and their members, directors, officers, employees, consultants, and affiliates assume no obligation to inform any person of any changes in the tax law or other factors that could affect the information contained herein. These materials may include forward-looking statements including financial projections, plans, target and schedules on the basis of currently available information and are intended only as illustrations of potential future performance, and all have been prepared internally by the Managers and their affiliates. Forward-looking statements, by their very nature, are subject to uncertainties and contingencies and which imply known and unknown risks. Because the impact of such risks, uncertainties and other factors is unpredictable, actual results and financial performance may substantially differ from those details projected, expressed or implied herein. The Managers, Versant, and Monarch Bay assume no obligation to release updates or revisions to forward-looking statements after the issuance of this brochure or the Private Placement Memorandum of which it is an integral part.

VIRTUA 99TH 3


[email protected]

Contact:


[email protected]

Table of Contents

Disclaimer 2

Investment Summary 4

Transaction Summary 5

Conceptual Site Plan 6

Location 7

Business Plan 9

Project Funding 10

Use of Proceeds 11

Equity Waterfalls 12

Exit Analysis 13

Investment Waterfall 15

Phoenix Housing Dynamics 16

West Valley Overview 17

Phoenix Economic Growth 19

Phoenix MSA Dynamics 20

Virtua Partners Overview 21

Quyp Development 22

Risk Factors 23

References 25

VIRTUA 99TH 4


[email protected]

Contact:


[email protected]

Executive Summary

Virtua Partners LLC (“Virtua”) and Quyp Development Services, LLC (“Quyp”) (collectively, the “Sponsors”) are pleased to offer an opportunity to invest in undeveloped land (the “Property”), which they believe can become properly entitled for mixed use development, consisting of 58.72+/- acres located on the southwest and northwest corners of 99th Avenue and Encanto Boulevard (“Virtua 99th”, or the “Development”). The property is zoned Urban Commercial per the City of Avondale General Plan, Virtua anticipates applying for necessary amendment and entitlements to coincide with its planned uses. Virtua believes its planned uses are similar to a previous Planned Area Development (“PAD”) that was previously approved by the City of Avondale.

The property is located in the City of Avondale, a municipality in the West Valley of Phoenix, approximately one mile from the junction of Interstate 10 and Arizona loop 101. It is located approximately six miles south of University of Phoenix Stadium, which is the home of the Arizona Cardinals of the National Football League, the annual Fiesta Bowl, and which has hosted the Super Bowl in 2008 and 2015, as well as the NCAA Football Championship in 2006, 2010, and 2016. Also, the Stadium is immediately adjacent to the Gila River Arena, which is the home of the NHL Arizona Coyotes.

Virtua is raising $3,250,000 of Class “A” equity capital from investors (the “Class A Equity”) to complete the acquisition and development of the Property from accredited investors (the “Class “A” Investors”) as defined in §501(a) of Regulation D promulgated under the Securities Act of 1933 whom are deemed suitable in sole opinion of Monarch Bay Securities, LLC, the FINRA Registered broker-dealer for this offering. The equity capital is expected to be supplemented by a senior mortgage loan for the property of $2,250,000, and non-refundable deposits of $565,000 for the forward sales contracts on four parcels of the subject Property. The Sponsors believe that the four forward sales contracts specified in Section 2.08(c)(ii) of the Virtua 99th Operating Agreement (the “Operating Agreement”) may mitigate risk for the Class “A” Investors. Virtua expects to purchase the approximately 2,600,000 square foot Property for $1.76 per square foot.

The Virtua 99th site is zoned for Urban Commercial. Virtua’s business plan is to apply to the City of Avondale to gain approval to amend the site plan for the Property. The business plan includes subdividing the property into several parcels which are proposed to be used for multi-family apartments, single family residential, hotel, office, restaurant and retail uses and then selling off individual parcels to developers for construction. Virtua and Quyp envision future construction of multifamily and single family residences, inline retail shops, and one or more limited service hotels.

VIRTUA 99TH 5


[email protected]

Contact:


[email protected]

Transaction Summary

Location: The subject property is located at the intersection of 99th Avenue and Encanto Boulevard, which is proximate to the interchange of the Arizona Loop 101 and Interstate 10 freeways, the Banner Estrella Medical Center and McDowell Road. Because Virtua 99th is adjacent to the Gateway Pavilions and Gateway Crossing retail developments, Virtua believes the property is an ideal location for single family residential and multifamily apartments. Recent developments in this corridor of Avondale include attractions such as Main Event which is an indoor entertainment venue that offers family friendly entertainment.

The Arizona Economy and Job Creation: According to the Arizona Republic, Phoenix has experienced employment growth. The U.S. Bureau of Labor Statistics places Arizona in the nation’s top 8 states for job growth with a 2.6% year over year rate of job growth13. The Phoenix metropolitan area has been an attractive location for business creation due to a skilled workforce, real estate available for development, and a diversified economy1. Additionally, there has been a steady influx of baby boomers relocating to Phoenix due to its lower income tax rates and relatively affordable housing, especially relative to California.2.

Phoenix Housing: Year over year growth for new, existing homes, and building permits continues to grow at a rapid pace. In June 2016, The Phoenix Housing Market Letter3 reported 9,358 new home permits, for a nearly 20% gain over last year. In line with previous projections highlighted in The Republic from November 2015, when they projected 23% more starts on new housing construction in 2016 compared to 2015.2

Conforming Uses: Virtua 99th is zoned Urban Commercial by the City of Avondale, Arizona allowing for the proposed uses of multifamily, single family residences, inline retail shops and/or limited service hotels. Quyp believes its preliminary discussions with the City of Avondale have been very positive, suggesting that the City may be willing to support its proposed Virtua 99th land use plan.

Hospitality Expertise: As a current franchisee of Hilton brand hotels, and based on a market analysis by CBRE Hotels4, Virtua believes that a limited service hotel can be built on a portion of this site. Virtua expects to utilize its existing relationships to secure a franchise agreement with one of the nationally recognized hotel brands and sell the hotel pad at the one year anniversary of the acquisition of Virtua 99th.

Local Market Expertise: Quyp currently has twelve development projects in the Phoenix MSA including projects such as Virtua 91st, Peoria Lakes, Mesa Rose and Estates at Stone Mountain.

VIRTUA 99TH 6


[email protected]

Contact:


[email protected]

Conceptual Site Plan

Land Use Key:

Beige: Clustered Single Family Residential (SFR)

Yellow: High Density Townhomes

Mustard: High Density Apartments

Brown: Office Pads

Tan: Hospitality

Peach: Retail & Restaurant Pads

Parcel #

Parcel #1—Medical Office—approximately 3.8 acres

Parcel #2—Hotel—approximately 3 acres

Parcel #3—Apartments North—approximately 12 acres

Parcel #4—Apartments South—approximately 8.2 acres

Parcel #5—Retail—approximately 2.7 acres

Parcel #6—Restaurant—approximately 1.4 acres

Parcel #7—Townhomes—approximately 7.8 acres

Parcel #8—Clustered SFR—approximately 18.58 acres

Virtua 99th is conceived to be a mixed use project featuring eight parcels and seven separate uses. The conceptual site plan, shown below, provides a general overview of Virtua’s vision for development of the Property, if acquired.

Townhomes Apartments Northern

Apartments Southern Hotel Restaurant

Clustered SFR

Retail

Office Northern

Office Southern

VIRTUA 99TH 7


[email protected]

Contact:


[email protected]

Location

Virtua 99th is located next to several other retail developments, and is adjacent to Virtua 99th is the Gateway Pavilions and Gateway Crossings retail developments. Tenants include: Costco, Petco, Harkins Theatres, and several eating establishments including Starbucks, Jamba Juice, Johnny Carraba’s Italian Restaurant, Panera Bread, Island’s Burgers, Smashburger, and others. This is a view looking southeast from the proposed Virtua 99th site.

Interstate 10 Freeway Costco Virtua 99th

View looking Southeast with downtown Phoenix pictured in the upper left hand corner

Virtua 99th has proximate access to both the 101 and Interstate 10 freeways

VIRTUA 99TH 8


[email protected]

Contact:


[email protected]

Virtua 99th is also located near the Banner Estrella Hospital (91st and Thomas, 1 mile to the northeast). With 39,000 employees, Banner claims to be the second largest private employer in Arizona.9 Virtua 99th is also located adjacent to Sheely Farms II, a master planned mixed use development that which may bring additional office users to the area as well as an influx of workers in need of living space.

View looking northeast with Banner Estrella Medical Center in the background

Banner Estrella Hospital

101 Freeway Virtua 99th

99th Avenue

Location

VIRTUA 99TH 9


[email protected]

Contact:


[email protected]

Business Plan

Virtua 99th is located on the southwest and northwest corners of 99th Avenue and Encanto Boulevard in Avondale, Arizona. The property is located just to the northwest of the Interstate 10 and Arizona State Loop 101 freeway interchange, offering proximate access to both. Additionally, the property is situated between retail developments occupied by tenants such as Costco, Petco, Starbucks and Islands Burgers to the south, and the property is located approximately one mile from the Banner Estrella Medical Center to the northeast. Virtua’s business plan focuses on designing a community that caters to consumer needs while offering convenient access. Virtua proposes to subdivide the approximately 58 acres into several parcels, acquire appropriate entitlements, and then sell them for commercial and residential development. Virtua has identified its proposed uses for each parcel, and has created a business plan which has been designed to capture the highest financial value for equity investors in the project:

Parcel #1—Medical Office—approximately 3.8 acres

Parcel #2—Hotel—approximately 3 acres

Parcel #3—Apartments North—approximately 12 acres

Parcel #4—Apartments South—approximately 8.2 acres

Parcel #5—Retail—approximately 2.7 acres

Parcel #6—Restaurant—approximately 1.4 acres

Parcel #7—Townhomes—approximately 7.8 acres

Parcel #8—Clustered SFR—approximately 18.58 acres

The Sponsors currently plan to obtain all necessary entitlements for the property, and then to sub-divide and sell parcels to others over a 12-36 month period, who are then expected to complete commercial and residential construction. They have entered into an agreement for senior debt, currently estimated to be $2,250,000 (subject to lender due diligence) to finance 50% of the anticipated acquisition costs of the property. The anticipated senior debt is expected to be retired with projected proceeds from the sales of Parcel #2 and Parcel #3 by November 14, 2017, which is the twelve month anniversary of the current expected closing of the senior debt facility. The closing (“Closing”) of the Virtua 99th Development financing (senior debt and Class “A” Equity) is currently expected to occur on November 14, 2016.

Virtua expects to sell Parcel #3, to a newly formed investment partnership, for $8.00/sf within one year of Closing. The current terms of the proposed sale of this parcel include a non-refundable deposit of $300,000 payable by the newly formed investment partnership due at Closing.

Virtua also expects to sell Parcel #2, to a newly formed investment partnership, for $10.00/sf within one year of Closing. The current terms of the proposed sale of Parcel #2, include a $65,000 deposit payable by the prospective purchaser, due at Closing, and which becomes non-refundable immediately (January 13, 2017).

In addition, a newly formed investment partnership affiliated with Virtua expects to purchase Parcel #7 for $7.00/sf, on or before third anniversary of Closing. Virtua 99th. The current purchase terms for Parcels #7 and #4, which have been negotiated by Virtua on behalf of Virtua 99th, will require the prospective Virtua affiliated purchasers to provide Virtua 99th a $100,000 non-refundable deposit for both Parcel #7 and Parcel #4 ($200,000 total) payable at Virtua 99th’s Closing.

The Sponsors currently plan to reserve the balance of cash proceeds after the expected repayment of the senior debt for future expected infrastructure costs of $1,500,000, with any remaining balance thereafter to be distributed to the Investors as provided in the Company’s Operating Agreement, and as illustrated in Section 5.03 of the Virtua 99th Holdings, LLC operating agreement.

Quyp Hospitality, LLC, which is an affiliate of Virtua, has performed feasibility studies to determine the viability of hotels in Avondale and the surrounding area, which suggests demand remains in this market for nationally branded, limited service hotels. Feasibility reports from CBRE Hotels4 are of the opinion that the proposed subject hotel will be well situated to capture all segments of demand within the market.

Virtua expects to continue to develop the property, including the sale of the aforementioned sub-divided parcels for construction for a 36 month period after Closing.

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Project Funding Anticipated Capital Stack

Senior Financing: $2,250,000

Equity Capital: $3,250,000

Acquisition Deposit: $50,000

Parcel 2, 3, 4, & 7 Options: $565,000

Total Capitalization: $6,115,000

Equity: The Sponsors believe an investment in the Virtua 99th Class Equity to be a potential value-add opportunity, and was thus designed to capital appreciation over a 36 month time horizon. Property Development carries a variety of significant risks that are enumerated herein and the Private Placement Memorandum (i.e., PPM) of which this brochure is an integral part, but the Sponsors also believe the potential upside of Virtua 99th to be substantial. If the project meets the Sponsors’ projections, Virtua projects Investors will receive a 54.67% IRR (internal rate of return) or a 2.72x equity multiple on invested capital assuming a 36 month total investment horizon. As shown herein, the Class “A” Equity is to be used to acquire the Virtua 99th property and fund engineering, entitlement perfection, and other deal specific costs. The Class “A” Equity is projected will earn at least a 15% accrued senior return on invested capital. The Project Sponsors, who will eventually be entitled to a 50% interest in distributable proceeds from the Development though their participation in Class “B” equity, will be entitled to any participation in the distributable proceeds from Virtua 99th until the Class “A” Equity investors have received a return of 15% IRR on their invested capital (including a full return of their invested equity).

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Use of Proceeds

Senior Financing: Virtua has signed a term sheet and provided a deposit to the senior lender for financing on the property. Anticipated terms include:

Loan Amount: $2,250,000

Interest Rate: 10.50%

Amortization: Interest Only

Loan Term: Twelve months

Origination Fees: 2.75%

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Virtua and Quyp Properties, LLC (collectively, the “Class “B” Equity Participants”) and the Class “A” Investors will share in distributions from capital events subject to the waterfall. The Class “A” Equity Investors and the Class “B” Equity Participants each ultimately will own 50% of Virtua 99th. Virtua and Quyp Properties, LLC each ultimately will own 50% of the Class “B” equity, or 25% each of the Virtua 99th Property. However, the Class “B” Equity Participants will have limited voting rights and will not participate in any distributions from the Property until the Class “A” Equity Investors have received a Senior Distribution of their invested capital equivalent to a 15% IRR, which includes a completed return of their invested capital.

The Class “A” Equity Investors will receive a 15% IRR Senior Distribution on their invested capital and a return of their original investment before the Class “B” Equity Participants/Sponsors receive any distributable proceeds from the Development.

After the Class “A” Equity Investors receive a full return of their equity capital and cumulative distributions equal to a 15% IRR, distributable proceeds will be allocated among the Investors and Class “B” Equity Participants/Sponsors, after the payment of expenses, as follows:

FIRST: Repayment of senior financing, interest, and other applicable fees and expenses, then;

SECOND: 100% of distributions to Class “A” Equity Investors until a 15% IRR on invested capital, including a full return of invested equity capital, is received, then;

THIRD: 50% of distributions to Class “A” Equity Investors, with the remaining (50%) allocated to the Class “B” Equity Participants/Sponsors , thereafter

Equity Waterfalls

Banner Estrella Hospital

Costco University of Phoenix Stadium

VIRTUA 99TH

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Exit Analysis

The Sponsors of Virtua 99th, anticipate acquiring the following parcels that are expected to comprise the 58.72 acre development at an average price of $1.76/sf. Through the entitlement and development process, Virtua projects the value of the development will increase to an average of $7.42/sf within three years of Closing, which is when the Sponsors expect to have sold all the parcels comprising the development. The table below shows a breakdown of the anticipated value of each of the parcels comprising Virtua 99th, which the Sponsors expect will generate cumulative proceeds of $18,985,988 when ultimately sold.

Parcel # Land Use Square Footage Approx. Acreage $/SF Value

1 Medical Office 165,528 3.80 $8.00 $1,324,224

2 Hotel 130,680 3.00 $10.00 $1,306,800

3 Apartments North 357,192 12.00 $8.00 $4,181,760

4 Apartments South 522,720 8.20 $10.00 $3,571,920

5 Retail 117,612 2.70 $10.00 $1,176,120

6 Restaurant 60,984 1.40 $12.00 $731,808

7 Townhomes 339,768 7.80 $7.00 $2,378,376

8 Clustered SFR 862,996 19.81 $5.00 $4,314,980

Total 2,557,480 58.71 $7.42 $18,985,988

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Exit Analysis—Investor Recoveries

The table below shows a hypothetical disposition of the property at a projected gross value of approximately $18,985,988 over a 36 month period. After payment of fees, costs, and debt payoff, Virtua anticipates the equity Investors will achieve a 54.67% IRR or a 2.72x multiple on invested equity capital. These calculations are based on a 36 month investment hold period.

Virtua 99th Disposition Schedule Nov 2016 - Nov 2017 Nov 2017 - Nov 2018 Nov 2018 - Nov 2019

Year 1 Year 2 Year 3

Virtua 99th - Medical Office - - 1,324,224

Virtua 99th - Hotel 1,306,800 - -

Virtua 99th - Apartments South - - 3,571,920

Virtua 99th - Apartments North 4,181,760 - -

Virtua 99th - Retail 1,176,120

Virtua 99th - Restaurant - - 731,808

Virtua 99th - Townhomes - - 2,378,376

Virtua 99th - Clustered SFR - 4,314,980 -

Construction Tiling - - -

Gross Revenue 5,488,560 4,314,980 9,182,448

Less:

Construction Holdback 1,500,000 - -

Operating Soft Costs 500,000

Design Management Fee 3.0% 164,657 129,449 235,747

Construction Management Fee 3.0% 164,657 129,449 235,747

Other Costs of Sale 1.0% 54,886 43,150 78,582

Total Expenses 2,384,199 302,049 550,076

Net Operating Income 3,104,361 4,012,931 8,632,372

- - -

Net Cash Flow 3,104,361 4,012,931 8,632,372

Senior Debt

BOP 2,250,000 -

Interest Earned 10.50% 236,250

Interest Paid 236,250

Unpaid Preferred (Accrued) -

Curtailment (2,250,000)

EOP - -

ALL TIER RETURNS Year 1 Year 2 Year 3

Investor 54.67% 854,361 3,663,330 4,316,186

Sponsor - 349,601 4,316,186

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Waterfall & Hypothetical Investment

Investor Returns

Investment Year 1 Year 2 Year 3

($100,000) $26,288 $112,717 $132,805

IRR 54.67%

Equity Multiple 2.72x

Hypothetical $100,000 Investment

The table below shows a hypothetical investment of $100,000 into the Company. This hypothetical investment assumes the parcels are sold at a gross value of $18,985,988, with dispositions occurring sequentially and over a thirty-six month period.

The table below shows the distribution of proceeds (the “Waterfall”) upon disposition of the Property. After repayment of the senior debt, the Class “A” Investors will receive all (100%) distributions from the development, until they have received a 15% IRR (including full return of their invested equity capital), then 50% of remaining distributable proceeds thereafter.

Investor TIER I - 100% to a 15% Pref Year 1 Year 2 Year 3

Beginning of Period

3,250,000

2,395,639

-

Tier I Return -

-

-

Paid Tier I Return -

-

-

Unpaid Tier I Return -

-

-

Contribution

854,361

3,313,729

-

Ending of Period

2,395,639

-

-

Remaining Cash Flow -

699,202

8,632,372

Investor TIER II - 50/50 Split Year 1 Year 2 Year 3

Investor 50% -

349,601

4,316,186

Sponsor 50% -

349,601

4,316,186

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Market Dynamics—Phoenix Housing

2016 Housing Market Highlights

According to the June 2016 RL Brown Phoenix Housing Report3, June was a “boom-time” month for new home activity in Metro Phoenix. 35% more new home closings year-to-date compared to last year

Year to date Phoenix has booked 9,358 new home permits, for a nearly 20% gain over last year

Resale housing activity logged 9,936 resales for June and 50,845 so far in 2016

New-home closings in June 2016 were the most recorded year over year

June 2016 permit activity was the highest it has been for the month of June during the past nine consecutive years

*Statistics from Marcus & Millichap Q2 2016 Multifamily Report

2016 Multifamily Market Highlights

According to Marcus & MIllichap’s Q2 2016 Multifamily Report5, apartment developers are bullish about Phoenix.

Metro wide vacancy contracted 60 basis points to 4.8% from 5.4% in the 12 months ending in March 2016.

The average effective rent in the metro rose 7.9 percent to $902 per month over the year ending in the first quarter of 2016, surpassing the 6.0 percent increase for the year ending the fourth quarter 2015.

The average price of multi-family investment properties rose 17 percent in the 12 months ending March 2016 to nearly $85,100 per apartment unit; the average cap rate fell 20 basis points to 6.2% from 6.4%.

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West Valley Overview

Major Distinctions6

15 unique and united communities.

Abundance of developable land.

More than 50,000 businesses.

Approximately 3,000 square miles.

Population: 1,272,747.

Average household income: $64,807.

Educated workforce that has increased 66% over the past ten years.

Home to Luke Air Force Base and the new F-35 aircraft.

Greater Maricopa Foreign Trade Zone – FTZ No. 277

West Valley Transportation Access

According to www.westmarc.org6, the West Valley of the Phoenix Metropolitan Area contains unparalleled transportation infrastructure and connectivity to other markets relative to any other in Arizona positioning it to benefit from projected economic growth. The West Valley is located less than 5 hours from the largest U.S. seaborne ports of entry (Los Angeles and Long Beach), making the region a potentially excellent location for economic growth, and for service of California markets. With further development of Arizona Loop Freeway 303, could provide additional opportunities for development of new commercial corridors in the Northwest Valley of the Phoenix Metropolitan Area. If the long proposed Interstate 11 freeway is built to connect Phoenix to Las Vegas along the existing US-93 corridor, the West Valley could also serve as an additional transportation hub connecting Canada, and the Western United States with Mexico.

The West Valley is serviced by two major rail lines, the Union Pacific Rail Road (UPRR), and the Burlington Northern Santa Fe (BNSF) both of which connect to the Los Angeles/Long Beach ports. The Area is directly connected by Interstate 10 to Phoenix Sky Harbor International Airport –the 11th busiest commercial airport in the country. “In 2015, the airport served 44M passengers, a 4.5% increase over the previous year…It handles more than 1,200 aircraft operations, 100,000 passengers and more than 800 tons of cargo a day”15. Commercial airlines serving Sky Harbor fly nonstop to more than 80 domestic destinations, as well as international destinations such as London-Heathrow. Also, the West Valley Area has six general aviation airports.

Source: www.westmarc.org

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Company # of employees Industry Banner Health System 7,690+ General Medical Luke Air Force Base 5690 Military American Express 3,700 Retail Grand Canyon University 3,550 Education Amazon 3,020 Retail APS / Palo Verde 2,740 Electricity/Power Wal-Mart (6 Locations) 2,175 Department Store Glendale Union High School District #205 2,008 Education Glendale Community College 2,000 Education Abrazo Healthcare 1,940 Healthcare Petsmart 1,860 Pet Supplies Glendale Union School District #40 1,684 Education Deer Valley Union School District #97 1,432 Education AAA 1,325 Auto Services, Admin Office City of Glendale 1,132 Government JBS Packerland 1,100 Food Processing Shamrock Foods 1,040 Retail Swift Transportation 960 Trucking/Transportation John C. Lincoln Health 950 Healthcare United Health Group 940 Healthcare Lockheed Martin 800 Aerospace, Defense & Security Honeywell 790 Satellite and Space Systems

West Valley Overview

Major West Valley Employers6

Advanced Business Services6

The West Valley is home to many large employers in advanced business services including American Express, PetSmart (the corporate headquarters are in the West Valley), and AAA Operations.

Aerospace and Defense6

The West Valley’s available land, accessibility to several aviation facilities and connectivity to neighboring markets such as California and Texas have caused companies such as Lockheed Martin and Honeywell to locate operations in the Area.

Renewable Energy6

Companies focusing on renewable energy and clean tech have established operations in the West Valley such as Spain’s Gestamp Solar Steel which established its North American headquarters and manufacturing facilities in the Area. U.S.-based renewable energy and clean tech companies, such as Maxwell Technologies, have also chosen to locate manufacturing as well as research and development facilities in the West Valley.

Source: westmarc.org

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Market Dynamics—Phoenix Economic Growth

According to Marcus & Millichap’s Q2 2016 Multifamily Report5, Phoenix job growth has outperformed the national rate since 2009, growing 12% compared to the national average of 9% over that period. Employers in the information services and the education and health services sectors led job in the Phoenix Metropolitan Statistical Areas. Other sectors of the economy including financial services and the professional and business services sectors also contributed to employment creation in the Phoenix Metropolitan Area, providing further diversification. Growing employment over the past four quarters ending June 2016 have resulted in increased demand for rental units in the West Valley. Rents in the Phoenix Metropolitan area, are expected to increase again in 2016, for a seventh consecutive year, resulting in a cumulative increase of nearly 30 percent since 20095.

Economic growth has expanded portfolio parameters for many buyers, who have been willing to pay higher price points per unit for higher-risk properties. At the other end of the spectrum, new towers in urban locations such as downtown Phoenix, Tempe and Scottsdale are attracting institutional capital. Both dynamics are strengthening the metro’s average price per door. Price per unit has yet to catch up to most metros in surrounding states, providing buyers with a lower cost of entry with generally above-average yields in the low-6 percent range. The increase in out-of-state investors is intensifying competition for local high-net-worth buyers. Many owners who are considering upgrading into larger assets are listing while buyer price expectations remain aligned with asking prices, according to Marcus & Millichap’s Q2 2016 Multifamily Housing Report.5

63,500 positions were added to the Phoenix Metropolitan Area workforce in the 12 months ending March 2016, which is 3.4% growth from prior period levels; approximately 54,000 jobs were added in the preceding twelve months. As of the end of March 2016, absolute employment in the Phoenix Metropolitan Area exceeded the prior peak of 2007 by 32,000 positions.

“During the four quarters ending March 2016, increases were registered in the professional and business services, the education and health services and the financial services sectors, which added 13,500, 12,700 and 10,200 jobs, respectively. Trade, transportation and utilities employment also increased by 11,000.”5

“The Phoenix Metropolitan Area unemployment rate was 4.7% May 2016, a 70 basis point improvement from prior year levels, and a continuation of the overall trend since 2010.”5

The Phoenix unemployment rate of 4.7% is lower than the national average of 4.9% for May 201614

*Statistics from Marcus & Millichap Q2 2016 Multifamily Report

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Market Dynamics—Phoenix MSA

Phoenix Residential Real Estate Trends:

Resale activity in Phoenix for the year through June 2016 totals 50,845, a 6.37% increased when compared to the same period last year.3

Builders took out more than 1,900 permits in 2015, an increase of 19.65% from the previous year in the Phoenix Metro Area.3

New home closings were up over 25% year-over-year June 2016, gaining almost 300 closings over last June.3

Arizona Vs. California Business8

California has added major barriers to business, such as increased taxes and burdensome regulations

Arizona has prepped the market for superior growth, both in entrepreneurial innovation and top-notch talent

Arizona’s Mountain West region ranks #1 for new company facilities and expansions (April 2013 Site Selection Magazine ranking for Arizona)

Phoenix ranks #1 in the nation for growth in finance industry jobs, adding 8,300 from December 2012-2013 (2014 Forbes ranking for Phoenix)

Arizona ‘s workforce ranks #2 in the country for training, quality, and availability of workers – while maintaining one of the lowest costs for labor in the nation (CNBC Ranking for Arizona)

Phoenix Metropolitan Area Cost of Living Relative to Major California Cities8

Greater Phoenix Economic Council8 Cost of Living

San Jose San Francisco Los Angeles San Diego Metro Phoenix

Grocery Items 110.7 119.5 103.1 101.9 93.6

Housing 257.4 295.6 198.2 200.3 96.9

Utilities 123.3 95.1 108.1 97.7 97.6

Transportation 112.4 115.2 111.3 113.6 95.8

Health Care 114.8 120.1 109.78 109.9 96

Misc. Goods and Services 106.9 116.8 105.2 104.9 95.7

Total 149.3 161.8 130.4 130 96

% More expensive than Phoenix 53.3% 65.6% 34.4% 34.0%

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ABOUT THE VIRTUA PARTNERS, LLC

Led by Lloyd W. Kendall, Jr. and Quynh Palomino, Virtua Partners LLC (“Virtua”) offers and manages commercial real estate investments across the country. Virtua seeks to maximize cash flow and utilize relationships with national credit tenants to increase investor wealth through investment performance and appreciation.

Virtua's focus is tax advantaged investments for individual real estate investors. Emphasizing high quality tenants and steady returns, Virtua looks to purchase investment grade office, industrial and hospitality properties throughout the nation. In order to attempt to maximize returns, Virtua focuses on strict cost controls in all aspects of a transaction including: acquisition (load), management, operating costs, and disposition. Through the provision of high levels of customer service to tenants, Virtua’s efforts are targeted to enhance the long-term value of properties.

Virtua professionals have advised real estate funds with over $5,000,000,000 in assets under management, taking these opportunities from Wall Street to the investors of Main Street. Virtua’s investments have specific objectives, and are designed to provide balance to an individual investor portfolio. Through synergistic relationships and affiliated funds, Virtua’s objective is to provide flexible options to clients in an investment real estate market often characterized by turbulence.

LEADERSHIP

Lloyd W. Kendall, Jr. – Principal

Lloyd is the Chairman and co-founder of Bay Commercial Bank. He is a lawyer and has practiced in the Bay Area since 1978, specializing in real estate and tax law. His specialty is tax free exchanges and related matters. He received much of his practical tax law education through experience gained during his employment with by the Internal Revenue Service, where he started his career. Mr. Kendall formed and owned Lawyers Asset Management, Inc. which acted as “Qualified Intermediary” for tax free exchanges under §1031(a) of the Internal Revenue Code, until 2006, when his company merged with Commercial Capital Bank. He also has served as tax counsel for several title companies, and has lectured extensively throughout the United States providing continuing education for lawyers and realtors. Kendall has invested in real estate since the 1970s, and is the author of 1031 Exchange Concepts, a text on tax deferred investment strategies.

Quynh “Quinn” Palomino – Principal

Quinn Palomino is a Principal of Virtua, Clear Vista Management, LLC, and Versant Commercial Brokerage, Inc., and serves as manager for the family of funds that Virtua and its affiliates currently sponsor. Her Asset Management portfolio consists of over 1.5MM square feet of commercial real estate nationwide. Prior to her current roles within the fully-integrated real estate firms, Quinn was the Director of Business Development for a workout consultancy. Previously, Quinn was a partner at a San Diego based construction and development firm, where she worked on development projects with government agencies, including the California Department of Parks and Recreation and the City of Pittsburg, California Redevelopment Agency.

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Quyp Development Services, LLC Overview

KEY PERSONNEL:

Quynh “Quinn” Palomino—Principal

Quinn Palomino is a Principal of Virtua, Clear Vista Management, LLC, and Versant Commercial Brokerage, Inc., and serves as manager for the family of funds sponsored by Virtua and its affiliates, as well as Quyp Development and Quyp Hospitality. Prior her current roles with Virtua and its affiliates, Palomino was the Director of Business Development of a commercial real estate workout consultancy where she worked on more than $2 billion of properties. Palomino also previously was a partner at a San Diego based construction and development company, where she worked on development projects with government agencies, including the California Department of Parks and Recreation and the City of Pittsburg, California Redevelopment Agency.

Ed Reichenberg—Land Planner

Mr. Reichenberg has worked in real estate development and acquisitions and has more than 40 years of experience, participating in a wide range of projects including residential, commercial, industrial, and civic real estate. During his career, Mr. Reichenberg has undertaken preliminary research of potential real estate projects, while both managing conceptual construction designs and preliminary land use plans, and also entitlement approvals. Ed has a bachelor’s degree in Architecture from the University of Arizona.

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Risk Factors

AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE UNDERTAKEN ONLY BY QUALIFIED INVESTORS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME THESE RISKS AND TO BEAR THE LOSS OF ALL OR PART OF THEIR INVESTMENT. THE FOLLOWING RISK FACTORS (TOGETHER WITH OTHER FACTORS SET FORTH ELSEWHERE IN THIS MEMORANDUM) SHOULD BE CONSIDERED CAREFULLY, BUT ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY. INVESTORS SHOULD CONSULT WITH THEIR OWN FINANCIAL, LEGAL AND TAX ADVISORS PRIOR TO INVESTING IN INTERESTS.

INVESTMENT RISKS

Speculative Nature of Investment: Investment in these Interests is speculative and, by investing, each Investor assumes the risk of losing the entire investment. The Company will be dependent on the Manager and its operation of the Company.

Risks of Real Estate Ownership: There is no assurance that the Property will be profitable or that cash from operations will become available to pay the Senior Loan, to make distributions to the Members, or otherwise required to meet all obligations and to return capital and profits to the Members of the Company. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of property interests. The marketability and value of the Property will depend upon many factors beyond the control of the managers.

Potential Adverse Economic Conditions: General economic conditions in the U.S. and abroad, as well as conditions of domestic and international financial markets, may adversely affect the Property.

Tax, UBTI and ERISA Risks: Investment in the Company involves certain tax risks of general application to all investors in the Company, and certain other risks specifically applicable to Keogh accounts, Individual Retirement Accounts and other tax-exempt investors. An investment in the Company may result in “unrelated business taxable income” for employee benefit plans and other tax-exempt investors.

No Registration/Limited Governmental Review: This Offering has not been registered with, or reviewed by, the U.S. Securities and Exchange Commission (the “SEC”) or any state agency or regulatory body and, therefore, cannot be sold unless they are subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) and other applicable securities laws, or an exemption from registration is available.

Prohibition on Transfer of Interests: The transferability of Interests is restricted by the provisions of the Securities Act, and Rule 144 promulgated thereunder, and is prohibited by the provisions of the Operating Agreement without obtaining the prior written consent of the Manager.

Rescission Risk: This Offering is not registered with the SEC and is being made pursuant to certain exemptions from state and federal registration requirements.

Diversification of Risk: Funds from the Offering will be used by the Company to make only one investment in real estate and the Company’s investment will not be widely diversified geographically or by asset class.

Development Risk: Development by its very nature carries a variety of risks, including but not limited to, development risk, entitlement risk, default risk, and government risk. Virtua, Versant, Quyp, and its affiliates strongly encourage all investors to consult with their investment, tax, and relevant professional advisors.

Illiquid and Less Marketable Assets: The return of capital and the realization of gains, if any, from the Property will generally occur only upon the partial or complete disposition or refinancing of the Property. While the Property may be sold or refinanced at any time, it is not anticipated that this will occur prior to two (2) years from the closing. In addition, less marketable or illiquid assets may be more difficult to value due to the unavailability of a reliable market.

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Risks of Leveraging the Company and the Property: The Company will use the senior financing in connection with the acquisition of the Property, thereby increasing the exposure of the Property to adverse economic factors such as significantly rising interest rates, economic downturns or deteriorations in the condition of the Property or its market.

Additional Capital Requirements: The Company may experience an unforeseen need for additional capital, in-cluding, without limitation, if there are unanticipated capital needs of the Property. The Manager is authorized to cause the Company to raise additional capital for the Company’s operations through requesting loans from Inves-tors or other potential future investors.

Investment Delays: There may be a delay between the time the Investor submits the Subscription Documents to the Manager and the time the Total Offering Amount is reached.

Taxable Income without Corresponding Distributions: Each Member will be required to report on its Federal income tax return its distributive share of the Company’s income or gain, whether or not it receives any actual distributions of money or property from the Company during the taxable year.

Reliance on Manager: The Company will be managed by the Manager. Investors will be relying extensively on the experience, relationships and expertise of the Manager and its principals. Investors will have no right or power to take part in the management of the Company.

Reliance on Virtua: The Property and the companies that own and control the Property will be managed by a subsidiary of Virtua Partners LLC (“Virtua”). Investors will be relying extensively on the experience, relationships and expertise of Virtua and its principals in managing the Property, the Senior Loan, the investment by Investors and other aspects of the project.

The above list is not meant to be an exhaustive list of risks. Further risk details are provided in the Private Place-ment Memorandum. Each investor should research their individual risks and consult with appropriate counsel to assess their individual situation.

Risk Factors

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References

1. Source: The Arizona Republic—”Why Forbes Projects Arizona to Lead U.S. in Job Growth”

Link: http://www.azcentral.com/story/money/business/jobs/2015/11/18/arizona-projected-lead-country-job-growth- forbes/75996164/

2. Source: The Arizona Republic—”Study: Arizona, other Mountain States to Lead Economic Growth in 2016”

Link: http://www.azcentral.com/story/money/business/economy/2015/10/27/study-arizona-mountain-states-lead- economic-growth-2016/74631034/

3. Source: RL Brown Housing Report June 2016

4. Baltin, Bruce “CBRE Hotels Market Demand Analysis” CBRE, Inc., Valuation and Advisory Services. August, 3 2016

5. Source: Marcus & Millichap Q2 2016 Multifamily Market Report

6. Source: The Western Maricopa Coalition

Link: www.westmarc.org

7. Source: MetroStudy

Link: http://www.metrostudy.com/phoenix-housing-4q15-2015-ends-in-full-expansion-mode-2016-looks-to-be-a-year-to -remember/

8. Source: Greater Phoenix Economic Council

Link: http://www.gpec.org/sites/default/files/californiavsarizona.pdf

9. Source: Newsmax

Link: http://www.newsmax.com/FastFeatures/employers-in-arizona-have/2015/02/23/id/626424/

10. Source: US Bureau of Labor Statistics, Table “Supersector: Trade, Transportation, and Utilities” Link: http://data.bls.gov/timeseries/SMU04380604000000001?data_tool=XGtable

11. Source: US Bureau of Labor Statistics, Table “Supersector: Professional and Business Services” Link: http://data.bls.gov/timeseries/SMU04380606000000001?data_tool=XGtable

12. Source: US Bureau of Labor Statistics, Table “Supersector: Financial Services”

Link: http://data.bls.gov/timeseries/SMU04380605500000001?data_tool=XGtable

13. Source: US Bureau of Labor Statistics, Economic News release dated August 19, 2016

Link: http://www.bls.gov/news.release/laus.nr0.htm

14. Source: US Bureau of Labor Statistics

Link: http://www.bls.gov/news.release/pdf/empsit.pdf

15. Source: Wikipedia

Link: https://en.wikipedia.org/wiki/Phoenix_Sky_Harbor_International_Airport

http://www.azcentral.com/story/money/business/jobs/2015/11/18/arizona-projected-lead-country-job-growth-forbes/75996164/

http://www.azcentral.com/story/money/business/jobs/2015/11/18/arizona-projected-lead-country-job-growth-forbes/75996164/

http://www.azcentral.com/story/money/business/economy/2015/10/27/study-arizona-mountain-states-lead-economic-growth-2016/74631034/

http://www.azcentral.com/story/money/business/economy/2015/10/27/study-arizona-mountain-states-lead-economic-growth-2016/74631034/

http://www.metrostudy.com/phoenix-housing-4q15-2015-ends-in-full-expansion-mode-2016-looks-to-be-a-year-to-remember/

http://www.metrostudy.com/phoenix-housing-4q15-2015-ends-in-full-expansion-mode-2016-looks-to-be-a-year-to-remember/

http://www.gpec.org/sites/default/files/californiavsarizona.pdf

http://www.newsmax.com/FastFeatures/employers-in-arizona-have/2015/02/23/id/626424/

http://data.bls.gov/timeseries/SMU04380604000000001?data_tool=XGtable

http://data.bls.gov/timeseries/SMU04380606000000001?data_tool=XGtable

http://www.bls.gov/news.release/pdf/empsit.pdf


57

Exhibit C To


Loan Term Sheet Attached hereto.

7377 East Doubletree Ranch Road Suite 190 Scottsdale Arizona 85258

Phone 480.947.5900 Fax 480.947.5335 www.incacapital.com

August 25, 2016

Quinn Palomino

QUYP, LLC

894 W. Washington St.

San Diego, CA 92103

Via E-mail: [email protected]

RE: Commercial loan to that single asset entity managed by QUYP, LLC (“Borrower”)

secured by approx. 66.44 acres located at the west side of 99th Avenue and north

and south of Encanto Blvd in Avondale, Arizona (collectively hereinafter referred to

as the “Property”)

Dear Mrs. Palomino:

Thank you for the opportunity to provide this financing proposal for the Borrower and Property described above. I

am pleased to advise you that INCA Capital, LLC and/or its assigns (“Lender”) has reviewed Borrower’s request for

financing and has tentatively approved financing, subject to but not limited to the terms and conditions outlined in

this financing proposal.

Loan Terms (the “Terms”):

Purchase Price: $4,500,000

Loan Amount: $2,250,000

Interest Rate: 10.5%

Origination fee: 2.75%

Term: 12 months

Debt service: Monthly interest only payments

Co-broker fee: N/A

Documentation: $6,500

Processing fee: $1,700

Appraisal fee: n/a

Collateral: First lien on aforementioned Property

Guarantor(s): Standard carve-out (bad-boy carve-out) guarantee

Guaranteed interest: 6-months

City Comments: Lender financing is based on satisfactory review and approval of city

comments related to the site plan which Borrower will submit prior to

closing.

Loan closing will be contingent upon Lender’s review and approval of title, title exceptions, ALTA survey, Phase 1

Environmental, soils report, Borrower entity documents, Borrower financial statements, evidence of property value,

zoning, drawings and entitlements, purchase and sale agreement, physical inspection of the property, and any

additional due diligence items Lender deems necessary. Further, all Loan documentation must be in form and

substance acceptable to Lender in its sole discretion.

Borrower agrees to pay for all reasonable costs and fees associated with the processing, underwriting,

documentation, closing and disbursement of the Loan as estimated herein. In addition, Borrower agrees to pay for all

reasonable costs associated with due diligence related to the Property and for any charges or expenses incurred by

Lender in connection with the proposed financing, including but not limited to title, survey, appraisal,

environmental, escrow, attorney’s fees, third party consulting fees, and travel costs of Lender’s personnel for any

DocuSign Envelope ID: C7797E4C-B9CF-42B5-8A1B-E5A81D7935BF

https://goo.gl/maps/zuTQdmhFicx

https://goo.gl/maps/zuTQdmhFicx

mailto:[email protected]

2 | P a g e

site visit to the Property. The agreed-upon documentation and legal fee may be increased by Lender if issues arise

during Lender’s due diligence or if Borrower or its legal counsel requests material changes to Lender’s loan

documents. Lender will use reasonable efforts to inform Borrower after Lender becomes aware of the need to

increase such fee.

An Application Fee of $8,200 will be paid by Borrower to Lender upon acceptance of the terms and conditions of

this financing proposal. Application Fee shall be non-refundable to Borrower in the event Lender is in a position to

fund the loan pursuant to the terms and conditions outlined in this proposal and Borrower does not close for any

reason. If Lender decides not to consummate the Loan, then Lender agrees to refund to Borrower any unused portion

of the Application Fee after deducting all costs incurred by Lender in connection with the proposed financing

(including, without limitation, legal and travel fees). If the loan is consummated, the Application Fee may be applied

against other fees, costs and expenses to which Lender is entitled under the Terms of this financing proposal and the

Loan documents executed by Borrower and Lender.

If the Terms and conditions contained in this financing proposal are acceptable to Borrower, please sign below

where indicated and return to Lender. This financing proposal expires on Friday, August 26, 2016 at noon (Arizona

time). This financing proposal supersedes any other offer, discussion or financing proposal between Lender and

Borrower or its affiliates.

Thank you.

Cordially,

Brandon W. Walters

INCA Capital, LLC

The undersigned has reviewed this financing proposal letter in its entirety and fully understands the contents, terms

and conditions and agrees to proceed with the proposed financing as outlined above. Notwithstanding those Terms

and conditions herein, all parties acknowledge that the final Terms will be determined during Loan Documentation.

BORROWER:

_______________________________________

Signatory’s name: ________________________

Borrower Entity: _________________________

Acceptance Date: ________________________

DocuSign Envelope ID: C7797E4C-B9CF-42B5-8A1B-E5A81D7935BF

Quyp Development, LLC

8/25/2016

Quynh Palomino


58

Exhibit D

To Confidential Private Placement Memorandum

Subscription Documents

Attached hereto.

Subscription Documents For

Virtua 99th Holdings, LLC


SUBSCRIPTION INSTRUCTIONS

We have given you the Company’s Confidential Private Placement Memorandum, Operating Agreement and Subscription Agreement for your review.

All investors must complete and submit an originally executed set of subscription documents, which shall include the following seven items for a complete investor package:

(i) the Subscription Agreement;

(ii) the Accreditation Questionnaire to Prospective Offerees (attached hereto at Schedule A);

(iii) a Counterpart Member Signature Page (attached hereto at Schedule B);

(iv) the Suitability Questionnaire (attached hereto as Schedule C);

(v) the Form W-9 (attached at Schedule D hereto);

(vi) the financial information and/or applicable certification required to verify Accredited Investor status as described in Schedule E hereto;

(vii) a copy of government-issued identification for each individual executing these subscription documents (for example: driver’s license, passport or state-issued identification card);

(viii) only for investors that are entities, trusts or IRAs, copies of the organizational documents for such entity or trust investor (for example: certificate of formation, articles of organization/incorporation, certificate of partnership/limited partnership; operating agreement, partnership agreement, bylaws or trust agreement) and documentation identifying the individual who is vested with the authority to execute these subscription documents and to otherwise act on behalf of such entity or trust investor; and

(ix) a check or wire transfer for the amount of the subscription/investment.

The Subscription Agreement, Accreditation Questionnaire and the Suitability Questionnaire may be completed by a duly authorized person (such as an officer) or agent on behalf of the Investor. Any person signing the Subscription Agreement, Accreditation Questionnaire and the Suitability Questionnaire in a representative capacity should type or print on the appropriate signature pages the name of the Investor, the name of the person signing the Subscription Agreement, Accreditation Questionnaire and the Suitability Questionnaire and the capacity in which he or she is signing.

Delivery Instructions

The subscription documents should be executed and delivered to the following address:

Virtua 99th Holdings, LLC c/o Versant Commercial Brokerage, Inc. 894 West Washington, 2nd Floor San Diego, California 92103 Attention: Valerie Reid Telephone: (619) 908-1738 E-mail: [email protected]

Wire Instructions

Wire transfers of subscription funds should be sent to the following account:

First Foundation Bank 4510 Executive Drive, Suite 150 San Diego, CA 92121 Account Name: Virtua 99th Holdings, LLC ABA/Routing No.: 122287581 Account No.: 2150002899

Please notify Valerie Reid at (619) 908-1738 or [email protected] once funds have been wired.

The Company will hold all subscription funds in its account until accepted for use by the Company. If the subscription is not accepted, the subscription documents shall have no force or effect, and the subscription funds will be promptly returned to you. If the subscription is accepted, a copy of the Acceptance (page 11) signed by the Manager will be returned to you.

Additional Information and Questions

For additional information concerning subscriptions and subscription procedures, prospective investors should contact Valerie Reid.

(Subscription instructions continue on the next page.)

SUBSCRIPTION CHECKLISTS

PLEASE LOCATE THE APPROPRIATE CHECKLIST BELOW FOR YOUR TYPE OF INVESTMENT TO HELP ACCURATELY COMPLETE YOUR SUBSCRIPTION AGREEMENT.

For Vesting as an Individual:

Page 8 – Insert the amount, date and sign. Page A-2 through A-4 (Parts I and II of Accreditation Questionnaire) – Complete all required

information, date, and sign. Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where

provided for “Individuals”. Pages C-2 through C-4 – Suitability Questionnaire – Complete all questions. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide ONE of the following:

(1) Page E-2 – Certification of Accredited Investor Status – completed by CPA, Attorney, etc. OR (2) (A) Provide Schedule E, Part 1(b)(i) information – tax filings for last 2 years;

OR (B) Provide Schedule E, Part 1(b)(ii) information – date and sign the Certification of Investor Liabilities (Page E-3) and provide bank/investment statements (documentation of assets) AND a consumer credit report.

Provide a copy of one form of government-issued identification (e.g. driver’s licenses, passport or state-issued identification card).

Prepare a check or wire transfer for your subscription funds.

For Vesting as a Joint Account: *NOTE: Both parties to the Joint Account must co-sign.


information, date, and sign (both parties to the Joint Account must complete and sign on Page A-4). Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where

provided for “Joint Accounts”. Pages C-2 through C-4 – Suitability Questionnaire – Complete all questions. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide ONE of the following:

(1) Page E-2 – Certification of Accredited Investor Status – completed by CPA, Attorney, etc. OR (2) (A) Provide Schedule E, Part 1(b)(i) information – tax filings for last 2 years for both

parties to the Joint Account; OR (B) Provide Schedule E, Part 1(b)(ii) information – date and sign the Certification of Investor Liabilities (Page E-3) and provide bank/investment statements (documentation of assets) AND a consumer credit report – for both parties to the Joint Account.

Provide a copy of one form of government-issued identification for each individual on the joint account (e.g. driver’s licenses, passport or state-issued identification card).


For Vesting as a Corporation:

Page 9 – Insert the amount, date and sign. Pages A-2 and A-3 (Part I of Accreditation Questionnaire) - select next to all that apply Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – answer all questions, date and

sign. Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where

provided for “Entities or Trusts”. Pages C-2 through C-4 – Suitability Questionnaire – Complete all questions in your individual

capacity. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Contact the Manager to arrange for the provision of applicable certifications or verification of the

qualification of such Investor as accredited. Provide a copy of one form of government-issued identification for each individual signing

for the corporation (e.g. driver’s licenses, passport or state-issued identification card). Provide copies of the corporation’s organizational documents and documentation evidencing

the signatory’s authority (e.g. articles of incorporation, and any amendments thereto; bylaws, and any amendments thereto; shareholder agreement, and any amendments thereto; and any corporate consent/resolution reflecting authority matters).


For Vesting as a Trust:

Page 9 – Insert the amount, date and sign. Pages A-2 and A-3 (Part I of Accreditation Questionnaire) - select next to all that apply (as

applicable for your Trust and as applicable for yourself as an accredited grantor of the Trust) Page A-4 (Part II of Accreditation Questionnaire) – answer all questions as an individual, date and

sign. Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – answer all questions as the

Trust, date and sign. Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where


capacity. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide ONE of the following:

(1) Page E-2 – Certification of Accredited Investor Status – completed by CPA, Attorney, etc. OR (2) (A) Provide Schedule E, Part 1(b)(i) information – tax filings for last 2 years for all

grantors of the Trust; OR (B) Provide Schedule E, Part 1(b)(ii) information – date and sign the Certification of Investor Liabilities (Page E-3) and provide bank/investment statements (documentation of assets) AND a consumer credit report – for all grantors of the Trust.

Provide a copy of one form of government-issued identification for each individual signing for the trust (e.g. driver’s licenses, passport or state-issued identification card).

Provide copies of the trust’s organizational documents and documentation evidencing the signatory’s authority (e.g. trust agreement, and any amendments thereto; and any trust certificate reflecting authority matters).


Notwithstanding the foregoing, Investors that are Revocable Trusts in which all of the trust grantors are accredited investors should follow the special instructions in Parts I, II and III of the Suitability Questionnaire for submission of both entity and individual information.

For Vesting as a Partnership, LP, LLP or LLC:


applicable for your Entity and as applicable for yourself as an accredited equity owner of your Entity)

Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – answer all questions as the Entity, date and sign.

Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where provided for “Entities or Trusts”.

Pages C-2 through C-4 – Suitability Questionnaire – Complete all questions in your individual capacity.

Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide a copy of one form of government-issued identification for each individual signing

for the entity (e.g. driver’s licenses, passport or state-issued identification card). Provide copies of the entity’s organizational documents and documentation evidencing the

signatory’s authority. Examples: o For a partnership, LP or LLP: certificate of partnership/LP/LLP, and any amendments thereto;

partnership agreement, and any amendments thereto; and any partnership consent/resolution reflecting authority matters.

o For an LLC: articles of organization, and any amendments thereto; operating agreement, and any amendments thereto; and any company consent/resolution reflecting authority matters.


AND each accredited equity owner must:

Page A-4 (Part II of Accreditation Questionnaire) – answer all questions as an individual, date and sign.

Provide ONE of the following: (1) Page E-2 – Certification of Accredited Investor Status – completed by CPA, Attorney, etc. OR (2) (A) Provide Schedule E, Part 1(b)(i) information – tax filings for last 2 years;


Provide a copy of one form of government-issued identification for each individual signing as an accredited equity owner (e.g. driver’s licenses, passport or state-issued identification card).

Notwithstanding the foregoing, Investors that are entities in which all equity holders are accredited investors should follow the special instructions in Parts I, II and III of the Suitability Questionnaire for submission of both entity and individual information.

For Vesting as an Individual Retirement Accounts (IRAs): *NOTE: Both the IRA’s Custodian/Trustee and the IRA Participant must co-sign.

Page 10 – IRA Participant to insert the amount, date and sign. IRA Custodian/Trustee to co-sign as acknowledgment of intended investment by IRA.

Page A-2 through A-4 (Parts I and II of Accreditation Questionnaire) – select next to all that apply (as applicable for your IRA and as applicable for yourself as an accredited participant of the IRA).

Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – IRA Participant to answer all questions as the IRA, date and sign.

Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where provided for “IRAs”. Both the IRA’s Custodian/Trustee and the IRA Participant must co-sign.


Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide ONE of the following:

(1) Page E-2 – Certification of Accredited Investor Status – completed by CPA, Attorney, etc. OR (2) (A) Provide Schedule E, Part 1(b)(i) information – tax filings for last 2 years;


Provide a copy of one form of government-issued identification for each individual signing for the IRA and the IRA Participant (e.g. driver’s licenses, passport or state-issued identification card).

Provide copies of the IRA’s organizational documents and documentation evidencing the IRA Custodian’s signatory authority.

Prepare a check or wire transfer for your subscription funds. Notwithstanding the foregoing, Investors that are Individual Retirement Accounts (IRAs) in which all equity holders are accredited investors should follow the special instructions in Parts I, II and III of the Suitability Questionnaire for submission of both entity and individual information.


SUBSCRIPTION AGREEMENT

PLEASE READ CAREFULLY BEFORE SIGNING

ALL SUBSCRIPTIONS ARE SUBJECT TO WRITTEN ACCEPTANCE BY THE MANAGER. ALL INFORMATION REQUIRED TO BE PROVIDED HEREIN BY SUBSCRIBERS FOR DETERMINING PURCHASER QUALIFICATION WILL BE KEPT STRICTLY CONFIDENTIAL.

To: Virtua 99th Holdings, LLC c/o Quyp Development Services, LLC 17242 W. Watkins St. Goodyear, Arizona 85338 Attention: Kathleen Robinson Ladies and Gentlemen:

1. Subscription for Interests in the Company. The undersigned hereby irrevocably subscribes for the amount of membership interests (“Interests”) set forth on the signature page hereto in Virtua 99th Holdings, LLC, an Arizona limited liability company (the “Company”), and is contemporaneously delivering a check (or a wire transfer or other form of payment acceptable to the Manager (as defined below)) for such subscription amount made payable to the Company (the “Capital Contribution”). All subscription funds will be deposited in the Company’s account and be available for use by the Company upon acceptance by the Company of this Subscription Agreement. The undersigned acknowledges that the negotiation, or cashing, of a check tendered for the subscription of Interests in the Company does not constitute the acceptance of such subscription. Notice of acceptance of a subscription will be made only by a written notice from the Manager on behalf of the Company. If this subscription is not accepted, the subscription funds will be returned to the undersigned.

2. Acceptance of Subscription; Operating Agreement. The undersigned agrees that, upon the acceptance of this subscription by Quyp Development Services, LLC, an Arizona limited liability company ("Manager"), on behalf of the Company, the undersigned shall become a member in the Company. Accordingly, by execution hereof, the undersigned agrees to be bound by all of the terms and conditions of the Operating Agreement of the Company (as amended or otherwise modified in accordance with its terms, the “Operating Agreement”), a copy of which is being delivered to the undersigned, as if the undersigned’s signature were subscribed to such Operating Agreement. If the undersigned does not sign the Operating Agreement, the undersigned hereby authorizes the Manager as the undersigned’s attorney-in-fact to subscribe his, her or its name to such Operating Agreement or any amendment thereto pursuant to the Power of Attorney set forth herein. It is understood, however, that this subscription is not binding on the Company until the Manager accepts it in writing, which acceptance may be made in the Manager’s sole discretion.

3. Representations and Warranties. To induce the Manager to accept this Subscription Agreement on behalf of the Company, the undersigned hereby represents, warrants and covenants to the Manager and the Company as follows:

A. The undersigned acknowledges that the undersigned has been furnished with the Company’s Confidential Private Offering Memorandum, as supplemented or amended from time to time (the “Memorandum”), which sets forth the relevant terms and conditions of this investment, the Operating Agreement and such other documents, materials and information as the undersigned deems necessary or appropriate for evaluating an investment in the Company. The undersigned confirms that the undersigned carefully has read and understands these materials and has made such further investigation of the Manager as was deemed appropriate to obtain additional information to verify the accuracy of such materials and to evaluate the merits and risks of this investment. The undersigned acknowledges that the undersigned has had the opportunity to ask questions of, and receive answers from, the Manager and persons acting on its and the

2

Company’s behalf, concerning the terms and conditions of the offering and the information contained in the offering materials, and all such questions have been answered to the undersigned’s full satisfaction.

B. If the undersigned is an ERISA Investor (as defined below), the undersigned represents and warrants for the benefit of the other members and the Company that, as of the date of the execution and delivery of this Agreement and as of the date of admission of the undersigned to the Company: (i) the undersigned has been informed of and understands the Company’s investment objectives, policies and strategies, (ii) the undersigned has considered whether its investment in the Company is consistent with the provisions of ERISA (as defined below) or other applicable law, (iii) the undersigned has consulted with its own counsel as to the proposed operation of the Company and has not relied on the Manager or its Affiliates or counsel as to whether or not the assets of the Company will be deemed to be plan assets under the Plan Asset Regulations, and (iv) the undersigned has the authority to invest in the Company under the governing documents relating to the undersigned and enter into such agreements and arrangements as are contemplated in the Operating Agreement with respect to the Company. As used herein, “ERISA” means the Employee Retirement Income Security Act of 1974, together with the rules and regulations promulgated thereunder, as amended, and “ERISA Investor” means any investor which is an employee benefit plan subject to Title I of ERISA or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or is a nominee for, or is using the assets of, or is a trust established pursuant to, one or more such employee benefit plans.

C. The undersigned understands that neither the Securities and Exchange Commission nor any other Federal or state agency has recommended, approved or endorsed the purchase of the Interests as an investment or passed on the accuracy or adequacy of the information set forth in the Memorandum or any other Company documents.

D. The undersigned confirms that the undersigned is acquiring the Interests subscribed for herein solely for the undersigned’s own account, for investment, and not with a view to the distribution or resale of such Interests.

E. The undersigned understands that: there are substantial restrictions on the transferability of the Interests; investors in the Company have no rights to require the Interests to be registered under the Act (as defined below) or the securities laws of any state; there will be no public market for the Interests; and it may not be possible for the undersigned to liquidate the undersigned’s investment in the Company, and accordingly, the undersigned may have to hold the Interests, and bear the economic risk of this investment indefinitely.

F. If the undersigned is an individual, the undersigned has the legal capacity and authority to execute, deliver, and perform the undersigned’s obligations under this Subscription Agreement. If the undersigned is a corporation, partnership, trust, or other entity, the person executing this Subscription Agreement has the full power and authority to execute and deliver this Subscription Agreement on behalf of the subscribing entity, and such entity is duly formed and organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and such entity is authorized by its governing documents to execute, deliver, and perform its obligations under this Subscription Agreement and to become a member of the Company.

G. If the undersigned is an entity, it has not been organized for the specific purpose of acquiring the Interests or if it has been organized for the specific purpose of acquiring Interests, each of its beneficial owners is separately accredited as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”).

H. The undersigned understands that the Company is not an investment company based on its reliance on an exclusion from the definition of investment company for issuers, not making or presently proposing to make a public offering of their securities, whose outstanding securities (other than short-term paper) are beneficially owned by no more than 100 persons. Accordingly, the undersigned has furnished to the Manager, to the best of the undersigned’s knowledge and ability, any and all relevant information to assist the Manager in limiting the number of investors to fewer than one hundred beneficial owners within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

3

I. If the undersigned is an entity, it represents that it is not itself an entity that would be an investment company but for the exclusions contained in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, or, if it is such an entity, the Company may limit the undersigned’s subscription to less than 10 per centum of the Company’s outstanding voting Interests.

J. The undersigned acknowledges that the Company reserves the right to refuse any transfer of the Interests if the effect of a transfer would cause the Company to be required to register as an investment company under the 1940 Act.

K. If the undersigned is subject to ERISA, in making the proposed investment he is aware of and has taken into consideration the applicable fiduciary standards of conduct under ERISA, including but not limited to the prudence and diversification requirements of Section 404(a)(1) of ERISA.

L. Under penalties of perjury, the undersigned represents, warrants and certifies that the undersigned is not subject to “back up withholding” pursuant to Section 3406 of the Internal Revenue Code of 1986, as amended, and that the undersigned has provided the undersigned’s correct tax identification number below.

M. The undersigned confirms that the undersigned has received no representations, warranties or written communications with respect to the offering of Interests other than those contained in the Memorandum, and in entering into this transaction the undersigned is not relying upon any information other than that contained in the Memorandum and the results of the undersigned’s own independent investigation.

N. The undersigned hereby agrees that this subscription cannot be revoked without the consent of the Manager, and that the representations and warranties set forth in this Subscription Agreement shall survive the acceptance hereof by the Manager.

O. The undersigned acknowledges that the undersigned has been advised to consult with the undersigned’s own attorney regarding legal matters concerning the Company and to consult with the undersigned’s tax advisor regarding the tax consequences of participating in the Company.

4. Anti-Money Laundering Compliance. It is the policy of the Manager and the Company to comply with all anti-money laundering laws and regulations to which the Manager or the Company is or becomes subject in order to prevent, detect and deter money laundering and terrorist financing activities and other similar illegal activities. Accordingly, the undersigned hereby agrees to the following terms set forth in this Section 4.

A. The undersigned represents and warrants that acceptance by the Manager of this Subscription Agreement, together with the acceptance of the appropriate remittance, will not breach any applicable rules and regulations designed to avoid money laundering. Specifically, the undersigned represents and warrants that all evidence of identity provided is genuine and all related information furnished is accurate. The undersigned represents and warrants that the undersigned is subscribing for Interests in the Company for its own account, risk and beneficial interest; the undersigned is not acting as agent, representative, intermediary/nominee, derivatives counterparty or in any similar capacity for any other person; no other person will have a beneficial or economic interest in the Interests; and the undersigned does not have any intention or obligation to sell, distribute, assign or transfer all or a portion of the Interests to any other person.

B. The undersigned represents and warrants that: (i) it is not a Senior Foreign Political Figure1, any member of the Immediate Family of a Senior Foreign Political Figure2, or any Close Associate

1 “Senior Foreign Political Figure” means a current or former senior official in the executive, legislative, administrative, military

or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned commercial enterprise. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.

4

of a Senior Foreign Political Figure3; (ii) it is not resident in, or organized or chartered under the laws of, a jurisdiction that has been designated by the Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act4 as warranting special measures due to money laundering concerns; (iii) its funds do not originate from, nor will they be routed through, an account maintained at a Foreign Shell Bank5, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction6; (iv) it has not been determined to be subject to the prohibitions contained in Presidential Executive Order No. 132247; and (v) it has never been previously indicted for or convicted of any offense against the USA PATRIOT Act.

C. The undersigned acknowledges and agrees that the Company prohibits any investment, directly or indirectly, by or on behalf of the following persons or entities (each, a “Prohibited Investor”): (i) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (“OFAC”); (ii) a Foreign Shell Bank; (iii) a person or entity resident in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction, (iv) a person or entity whose name appears on any other list of prohibited persons and entities as may be mandated by applicable law or regulation; or (v) a person or entity whose name appears on any other list of prohibited persons and entities as may be provided to the undersigned by the Manager. The undersigned represents, warrants and covenants that neither the undersigned, nor any person controlling, controlled by, or under common control with the undersigned, nor any person having a beneficial interest in the undersigned, is a Prohibited Investor, and that the undersigned is not investing and will not invest in the Company on behalf of or for the benefit of any Prohibited Investor. The undersigned agrees to promptly notify the Company and the Manager of any change in information affecting this representation, warranty and covenant. The undersigned acknowledges that if, following its investment in the Company, the Manager reasonably believes that the undersigned is a Prohibited Investor, or has otherwise breached any material representation, warranty or covenant hereunder, the Manager may be obligated to freeze its investment, either by prohibiting additional investments, declining any redemption requests and/or segregating the assets constituting the investment in accordance with applicable regulations, or its investment may immediately be redeemed, and it shall have no claim against the Company, the Manager or their respective principals or affiliates for any form of damages or liabilities as a result of any of the aforementioned actions.

2 The “Immediate Family of a Senior Foreign Political Figure” typically includes a Senior Foreign Political Figure’s parents,

siblings, spouse, children and in-laws.

3 A “Close Associate of a Senior Foreign Political Figure” is a person who is widely and publicly known internationally to maintain an unusually close relationship with a Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure.

4 “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (Pub. L. No. 107-56), as extended and modified.

5 “Foreign Shell Bank” means a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate. “Foreign Bank” means an organization that: (i) is organized under the laws of a foreign country; (ii) engages in the business of banking; (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations; (iv) receives deposits to a substantial extent in the regular course of its business; and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. “Physical Presence” means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank: (i) employs one or more individuals on a full-time basis; (ii) maintains operating records relating to its banking activities; and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities. “Regulated Affiliate” means a Foreign Shell Bank that: (i) is an affiliate of a depository institution, credit union, or Foreign Bank that maintains a Physical Presence in the United States or a foreign country, as applicable; and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or Foreign Bank.

6 “Non-Cooperative Jurisdiction” means any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and with which designation the United States representative to the group or organization continues to occur.

7 Executive Order 13224 of September 23, 2001. Blocking Property and Prohibited Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism. Federal Register Vol. 66, No. 186.

5

D. The undersigned acknowledges and agrees that any redemption proceeds paid to it will be paid to the same account from which its investment in the Company was originally remitted, unless the Manager, in its sole discretion, agrees otherwise.

E. The undersigned acknowledges and agrees that the Manager may release confidential information about it and, if applicable, any Underlying Investor or beneficial owner thereof, to regulatory, self-regulatory and/or law enforcement authorities, if the Manager, in its sole discretion, determines to do so.

F. The undersigned acknowledges that due to applicable anti-money laundering laws and regulations, the Manager may require further information or representations from the undersigned before the undersigned’s subscription documents can be processed, including, without limitation, further information or representations regarding the identification of the undersigned and the source of its funds. The undersigned agrees to promptly provide any information or representations deemed necessary by the Manager, in its sole discretion, to comply with its anti-money laundering program and related responsibilities from time to time.

G. The undersigned shall hold harmless and indemnify the Manager, the Company and their respective principals and affiliates from and against any loss, damage, expense, liability or reasonable attorneys’ fees arising out of or related to the undersigned’s breach of any term set forth in this Subscription Agreement. The Manager shall not be liable to the undersigned for any disclosure of any information provided by the undersigned to the Manager or the Company if the Manager reasonably believed such disclosure was necessary to comply with anti-money laundering laws and regulations. In the event of delay or failure by the undersigned to produce any information or representations required for verification purposes, the Manager may, until such proper information or representations have been provided, take such actions as it in its sole discretion deems necessary, including, without limitation, refusing to accept the undersigned’s subscription documents and the funds relating thereto.

5. Reliance on Representations and Warranties. The undersigned understands the meaning of the representations and warranties contained in this Subscription Agreement, the Accreditation Questionnaire to Prospective Offerees attached hereto (the “Accreditation Questionnaire”), and the Suitability Questionnaire attached hereto (the “Suitability Questionnaire”) and understands and acknowledges that the Company and the Manager are relying upon the representations and warranties contained in this Subscription Agreement and in the Accreditation Questionnaire in determining whether the offering is eligible for exemption from the registration requirements contained in the Act and in determining whether to accept the subscription tendered hereby. The undersigned represents and warrants that the information contained in this Subscription Agreement, the Accreditation Questionnaire and the Suitability Questionnaire are true and correct as of the date hereof and agrees to notify immediately the Manager of any changes in such information (or, if there have been any changes in the information provided to the Company by the undersigned in either the Accreditation Questionnaire and/or the Suitability Questionnaire since the respective dates such questionnaires were furnished, the undersigned has advised the Company in writing of such changes). The undersigned hereby agrees to indemnify and hold harmless the Company, the members thereof and the Manager from and against any and all losses, damages, expenses, liabilities or reasonable attorneys’ fees (including attorneys’ fees and expenses incurred in a securities or other action in which no judgment in favor of the undersigned is rendered) due to or arising out of a breach of any representation or warranty of the undersigned, whether contained in the Operating Agreement, this Subscription Agreement, the Accreditation Questionnaire or the Suitability Questionnaire. Notwithstanding any of the representations, warranties, acknowledgments or agreements made in this Subscription Agreement, as well as those made in the Accreditation Questionnaire and the Suitability Questionnaire by the undersigned, the undersigned does not thereby or in any other manner waive any rights granted to the undersigned under federal or state securities law.

6. Survival of Representations and Warranties. In the event that this subscription is accepted, the undersigned agrees that the representations, warranties and agreements set forth in this Subscription Agreement, the Accreditation Questionnaire and the Suitability Questionnaire shall survive the acceptance of this subscription.

7. Confidentiality. In connection with the undersigned’s subscription, the undersigned has received and will receive access to certain information which is either non-public or proprietary in nature. The undersigned hereby agrees to treat any Evaluation Material, as defined below, in accordance with the provisions set forth below, acknowledging the confidential and proprietary nature of such Evaluation Material. As used herein, the term

6

“Evaluation Material” shall mean the Memorandum, the Operating Agreement and any and all financial, technical, commercial or other information concerning the business and affairs of the Company or the Manager or its affiliates that has been or may hereafter be provided or shown to the undersigned or the undersigned’s employees, representatives or agents (including attorneys and financial advisors) (collectively “Representatives”), irrespective of the form of the communication, by the Company or by its Representatives, and also includes all notes, analyses, compilations, studies or other material prepared by the undersigned or any of the undersigned’s Representatives containing or based, in whole or in part, on any information provided or shown by the Company or by its Representatives. The term “Evaluation Material” does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the undersigned or any of the undersigned’s Representatives, or (ii) becomes available to the undersigned on a non-confidential basis from a source other than the Company or its Representatives, provided that such source is not bound by a confidentiality agreement with the Company or its Representatives or otherwise prohibited from transmitting the information to the undersigned or any of the undersigned’s Representatives by a contractual, legal or fiduciary obligation.

The undersigned agrees that the Evaluation Material will be kept confidential by the undersigned and the undersigned’s Representatives. The undersigned further agrees that the undersigned and the undersigned’s Representatives will not use any of the Evaluation Material for any reason or purpose other than to evaluate this investment, and shall only be disclosed to (i) those of the undersigned’s Representatives who need to know such information for the purpose of evaluating this investment (it being agreed that the undersigned shall inform such persons of the confidential nature of such information, direct them to treat such information confidentially and be responsible for a breach of the provisions hereof by the undersigned’s representatives), and (ii) such other persons as the Company consents to in writing.

In the event that the undersigned or any of the undersigned’s Representatives are requested or become legally

compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to make any disclosure which is prohibited or otherwise constrained by this Section 7, the undersigned agrees to (i) provide the Company with prompt notice of such request(s) so that it may seek an appropriate protective order or other appropriate remedy, and (ii) cooperate with the Company in its efforts to decline, resist or narrow such requests.

Notwithstanding any other provision of this Subscription Agreement, to the extent disclosure would not

violate federal or state securities or other applicable laws, the undersigned and each of its Representatives is authorized to disclose to any and all persons, without limitation of any kind, the “tax treatment” and the “tax structure” (within the meaning of section 1.6011-4 of the regulations promulgated under the Internal Revenue Code) of the Company and all materials of any kind (including opinions or other tax analyses) that are provided to the undersigned or its Representatives relating to such tax treatment or tax structure, except that, with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the Company as well as other information, this authorization shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Company.

The provisions this Section 7 will survive the acceptance or rejection by the Company of this subscription indefinitely.

8. Assignability. The undersigned agrees not to transfer or assign this Subscription Agreement, or any interest of the undersigned therein. This Subscription Agreement and the representations and warranties contained herein shall be binding upon the heirs, executors, administrators, and other successors of the undersigned and this Subscription Agreement shall inure to the benefit of and be enforceable by the Company. If there is more than one signatory hereto, the obligations, representations, warranties, and agreements of the undersigned are made jointly and severally.

9. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Arizona, without regard to principles of conflicts of law.

10. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, may be amended only by a writing executed by all of the parties, and supersedes any prior agreement between the parties with respect to the subject matter hereof.

7

11. Power of Attorney. In connection with the undersigned’s subscription for Interests, the undersigned hereby irrevocably constitutes and appoints the Manager and with full power of substitution, as the undersigned’s true and lawful representative and attorney-in-fact, granting unto such attorney-in-fact full power of substitution and with full power and authority in the undersigned’s name, place and stead to make, execute, acknowledge, deliver, swear to, file and record in all necessary or appropriate places: (a) the Operating Agreement; (b) all other documents, certificates or instruments that the Manager deems appropriate to qualify, continue or terminate the Company as a limited liability company in the jurisdictions in which the Company may conduct business; (c) all instruments that the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of the Operating Agreement; (d) all other certificates, documents and instruments with any jurisdiction that the Manager deems appropriate to carry out the business of the Company; (e) Certificates of Assumed Name; and (f) all conveyances and other instruments that the Manager deems appropriate to effect the dissolution and liquidation of the Company.

This Power of Attorney is coupled with an interest, is irrevocable, and shall survive the death, dissolution, incompetence or incapacity of the undersigned or an assignment by the undersigned of the undersigned’s Interests except that where the assignee thereof has been admitted to the Company as a substituted member, this Power of Attorney shall survive such assignment for the sole purpose of enabling the Manager to execute, acknowledge and file any certificate, instrument or document necessary or appropriate to effect such substitution.

[Signature page follows.]

8

VIRTUA 99TH HOLDINGS, LLC Subscription Agreement

SIGNATURE PAGE FOR INDIVIDUALS AND JOINT ACCOUNTS

I/we hereby subscribe for $_______________ of membership interests in Virtua 99th Holdings, LLC.

____________________________________ _____________________ _________________ Print Name Social Security No. Date of Birth ____________________________________ _____________________ __________________ Print Name Social Security No. Date of Birth ___________________________________ __________________________________________ ___________________________________ __________________________________________ ___________________________________ __________________________________________

Residential Address Mailing Address (if different) Type of Ownership (Initial One) ____ Individual

____ Tenants in Common (Both Parties Sign) ____ Tenants by Entirety (Both Parties Sign)

____ Joint Tenants with Right of Survivorship (Both Parties Sign)

____ Community Property with Right of Survivorship (Both Parties Sign)

_________________________ _____________ __________________________ _____________ Signature Date Signature Date

9


SIGNATURE PAGE FOR ENTITIES AND TRUSTS

The undersigned entity hereby subscribes for $____________ of membership interests in Virtua 99th Holdings, LLC.

Form of Organization: ___ Partnership, ___ LLC, ___ Corporation, ___ Trust, Other: _____________

Full Name of Entity/Trust: ________________________________________________________________________

Tax I.D. No. _____________________

Address: ____________________________________ ____________________________________ ____________________________________ Attention: ___________________________________ Telephone: ___________________________________ Facsimile: ____________________________________ E-Mail: ______________________________________

The undersigned warrants that he/she has full power and authority to execute this Subscription Agreement on behalf of the above entity, and investment in the Company is not prohibited by the governing documents of the entity.

Date: _______________________________________

Name of Entity/Trust: __________________________________________ By:

(Signature)



By: (Signature)



10


SIGNATURE PAGE FOR IRAS

The undersigned entity hereby subscribes for $_____________ of membership interests in Virtua 99th Holdings, LLC.

Form of Organization: Individual Retirement Account (IRA)

Full Name of IRA: ______________________________________________________________________________

Tax I.D. No. _______________________________________

Custodian/Trustee Reference No.

Investment Account No.

Custodian Mailing Address:

Attention @ Custodian:

Custodian Telephone:

Custodian Facsimile:

Custodian E-Mail:


Date: ____________________, 2016

Name of IRA: By:

(IRA Participant’s Signature)

IRA Participant’s Name (Print):

*Custodian/Trustee should co-sign for Investors that are Individual Retirement Accounts (IRAs).

Signature of IRA Custodian/Trustee

11


ACCEPTANCE

The undersigned, as the Manager of Virtua 99th Holdings, LLC, hereby accepts the foregoing subscription this ____ day of ____________, 2016, on behalf of itself and on behalf of Virtua 99th Holdings, LLC. This subscription shall not be binding until accepted by the Manager and shall become effective as of the date of such acceptance, upon the terms set forth in Sections 1 and 2 of the Subscription Agreement.

MANAGER: QUYP DEVELOPMENT SERVICES, LLC, an Arizona limited liability company By:

Kathleen Robinson, Manager

A-1

SCHEDULE A


ACCREDITATION QUESTIONNAIRE TO PROSPECTIVE OFFEREES

(To be completed for each Offeree concurrent with delivery of a Subscription Agreement)

The undersigned understands that membership interests (“Interests”) offered by Virtua 99th Holdings, LLC (the “Company”) will not be registered under the Securities Act of 1933, as amended (the “Act”), or the laws of any state. The undersigned also understands that in order to ensure that the offering and sale of the Interests are exempt from registration under the Act and state law, the Company and the Manager are required to have reasonable grounds to believe, and must actually believe, after making reasonable inquiry that all Purchasers are able to evaluate the merits and risks of the investment and that all such Purchasers are able to bear the economic risk of the investment.

The undersigned understands that the information supplied in this letter will be disclosed to no one, without the undersigned’s consent, other than (i) Quyp Development Services, LLC, an Arizona limited liability company (“Manager”), officers and employees of the Company and Manager and accountants and counsel to the Company and Manager, or (ii) if it is necessary for the Company or Manager to use such information to support the exemption from registration under the Act and state law which it claims for the offering.

BECAUSE THE COMPANY WILL RELY ON THE UNDERSIGNED’S ANSWERS IN ORDER TO COMPLY WITH FEDERAL AND STATE SECURITIES LAWS, IT IS IMPORTANT THAT THE UNDERSIGNED CAREFULLY ANSWER EACH APPLICABLE QUESTION. PURCHASERS MAY BE HELD LIABLE FOR ANY MISSTATEMENT OR OMISSION IN THIS QUESTIONNAIRE.

A-2

PART I - TO BE COMPLETED BY ALL INVESTORS

In order to induce the Company to permit the undersigned to purchase the Interests, the undersigned hereby represents as follows:

1. To ensure that the Interests are sold pursuant to an appropriate exemption from registration under applicable Federal and state securities laws, the undersigned is furnishing certain additional information by checking all boxes below preceding any statement below which is applicable to the undersigned.

The undersigned certifies that the information contained in each of the following checked statements (to be checked by the investor only if applicable) is true and correct and hereby agrees to notify the Manager of any changes which should occur in such information prior to the Manager’s acceptance of any subscription.

A. [___] The undersigned is a natural person whose individual net worth or joint net worth with that person’s spouse as of the date hereof is in excess of $1,000,000 (excluding the value of the undersigned’s primary residence).

B. [___] The undersigned is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has reasonable expectation of reaching the same income level in the current year.

C. [___] The undersigned is a manager, director or executive officer of the Company.

D. [___] The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Interests, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Act.

E. [___] The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), and either:

[__] the investment decision has been 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 adviser, or

[__] the employee benefit plan has total assets in excess of $5,000,000, or

[__] if a self-directed plan, investment decisions are made solely by persons that are accredited investors.

F. [___] The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

G. [___] The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring interests in the Company, with total assets in excess of $5,000,000.

H. [___] The undersigned is a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity.

I. [___] The undersigned is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

A-3

J. [___] The undersigned is an insurance company as defined in Section 2(a)(13) of the Securities Act of 1933.

K. [___] The undersigned is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

L. [___] The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

M. [___] The undersigned is a 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 in excess of $5,000,000.

N. [___] The undersigned is an entity in which each of the equity owners are accredited investors as defined in Rule 501(a) of Regulation D.*

*NOTE: For Investors that are Individual Retirement Accounts (IRAs), an IRA is accredited if the participant is accredited. For Investors that are Revocable Trusts, the trust is accredited if each grantor if accredited. IRAs and Revocable Trusts should select option 1N above if the IRA/Revocable Trust meets the foregoing criteria, and must also select either option 1A, 1B or 1C above for the IRA participant or trust grantor, as applicable. Any other entity selecting option 1N above must also select either option 1A, 1B or 1C above for all equity owners of the entity investing.

2. Check the applicable statement below regarding “foreign persons” as such term is defined in Section 1446(e) of the Internal Revenue Code of 1986, as amended:

[___] Under penalties of perjury, the undersigned represents, warrants and certifies that it is a United States citizen.

[___] Under penalties of perjury, the undersigned represents, warrants and certifies that it is a United States permanent resident.

[___] Under penalties of perjury, the undersigned represents, warrants and certifies that it is a foreign person. **Investors selecting this statement must also complete a Supplement of Foreign Investor, which form may be obtained by contacting the Company.

The undersigned will notify the Company within sixty (60) days of a change to its foreign status.

THE UNDERSIGNED ALSO MUST COMPLETE AND SIGN EITHER PART II OR PART III OF THIS ACCREDITATION QUESTIONNAIRE.

A-4

PART II - TO BE COMPLETED BY INDIVIDUAL AND JOINT INVESTORS (INCLUDING, WHEN APPLICABLE, INDIVIDUAL TRUST GRANTORS)

(If subscribing as a Joint Account, each individual on the Joint Account must complete and sign his/her own Part II. Likewise, if subscribing as a Trust and such Trust has multiple trust grantors, each individual trust grantor must complete and sign his/her own Part II.)

In order to induce the Company and the Manager to permit the undersigned to purchase the Interests, I hereby represent as follows:

1. My full name, primary residence address and telephone number are:

Name: ______________________________________________ Address: ____________________________________________ Telephone: __________________________________________ My social security number is: ___________________

2. My employer's name, business address and telephone number are (Required):

Firm Name: __________________________________________ Address: ____________________________________________ Telephone: __________________________________________ Nature of business: ___________________________________

3. For the purpose of complying with certain state securities laws, the following information is required.

In which State(s) do you file income tax returns? ____________________________________________

In which State do you hold a valid driver’s license? ____________________________________________

In which State are you registered to vote? ___________________________________________________

4. I represent and warrant that the information contained in this Accreditation Questionnaire letter is complete,

true and correct, and that I will notify the Company immediately of any material change in any statement made herein occurring prior to my receipt of the Company’s acceptance of my subscription.

Dated: _______________, 2016 _________________________________________ Investor’s Signature _________________________________________ Print or Type Name of Investor

A-5

PART III - TO BE COMPLETED BY ENTITIES, TRUSTS AND IRAS

1. Name of Entity/Trust/IRA Investor: __________________________________________________________ _______________________________________________________________________________________

2. (a) Address of the Investor (principal place of business):______________________________________ ________________________________________________________________________________

(b) Is the Investor’s principal place of business located, or does the Investor have substantial amounts of assets, in any other state(s)? ____ Yes ____ No. If “Yes”, which state(s)? ____________________ ________________________________________________________________________________

(c) Telephone and facsimile (if any) number of the Investor:

Telephone: __________________

Facsimile: __________________

E-Mail Address: __________________ 3. The Investor is (check appropriate type and give the requested information):

____ Corporation (State and approximate date of incorporation: ___________)

____ Partnership (State and approximate date on which original certificate was filed or date of partnership agreement if filing not required): __________________________________________________

____ Limited Liability Company (State and approximate date on which original articles or certificate was

filed): _____________________________________________________________________

____ Trust (State and date of Trust Agreement: _____________________)

____ Individual Retirement Account (Date of Formation: __________________________) ____ Other (Describe: ______________________________________________)

4. Taxpayer Identification Number of the Investor: ___________________

5. What are the approximate total assets and net worth of the Investor as of the date hereof?

Total Assets $_________________________ Net Worth $_________________________

6. Please provide the appropriate information for the Investor’s type of organization. If the Investor is: a partnership, state the name and state of residence of each general partner; or a limited liability company, state the name and state of residence of each manager (or if no manager,

each member); or a corporation, state the name and state of residence of each director, executive officer and over 10%

stockholder, and provide the number of stockholders in such corporation; or a trust, state the name and state of residence of each trustee and the principal beneficiaries, and state if

the trust is revocable or irrevocable; or an estate, state the names and states of residence of each executor or administrator and principal

beneficiaries; or an individual retirement account (IRA), state the name of the custodian/trustee and the name and

residence of the participant.

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

A-6

7. State the nature of the Investor’s business during the last 10 years and the Investor’s present and proposed

business:

_______________________________________________________________________________________ _______________________________________________________________________________________

8. (a) Was the Investor organized for the primary purpose of acquiring the Interests? ____Yes ____No.

If “Yes”, please explain. ________________________________________________________________________________________________________________________________________________________________

(b) Does the amount of the Investor’s subscription for Interests in the Company exceed 40% of the total

assets of the Investor (or if the Investor is a partnership or LLC, the total committed capital of such partnership or LLC)? ____Yes ____No. ________________________________________________________________________________________________________________________________________________________________

(c) If “Yes” to either question 8(a) or 8(b) above, the Investor certifies that it has an active investment

program and that the approximate percentage of the total assets of the Investor (or, if the Investor is a partnership, the total committed capital of such partnership) that will be devoted to making an investment in the Company is:

Less than 10% __________ 10% - 20% __________ 21% - 30% __________ 31% to 40% __________ Greater than 40% __________

(d) Were the securities of or interests in the Investor sold by way of a registered public offering or an

unregistered private placement? ____ Yes, by registered public offering. ____ Yes, by unregistered private placement. ____ No.

9. (a) Provide the number of Beneficial Owners in the Investor.__________________________________

(b) Provide a breakdown of the number of each of the following types of Beneficial Owners in the Investor, and if a Beneficial Owner is a corporation, partnership, LLC, trust, or other entity, provide the number of shareholders, partners, members, beneficiaries, or other equity or beneficial owners of each such Beneficial Owner.

If entity is a Number of Beneficial Owner,

Type of such Beneficial number of its Beneficial Owner Owners Beneficial Owners

Individual _______________ N/A

Corporation _______________ _______________

Partnership _______________ _______________

Trust _______________ _______________

Limited Liability Company _______________ _______________

Other entities _______________ _______________ (describe) _______________ _______________ _______________

A-7

10. If the Investor is a partnership or limited liability company, is the investment in Interests being participated in by the partners or members of the Investor in substantially the same proportions as prior investments made by the Investor? ______ Yes _____ No _____ Not applicable. If “No,” please explain. ________________ _______________________________________________________________________________________

11. Is the Investor engaged, or has the Investor ever held itself out or does the Investor presently hold itself out or anticipate holding itself out to the Beneficial Owners or the public as being engaged, or does the Investor anticipate engaging, in the business of investing, reinvesting, owning, holding, or trading in securities?

_____ Yes. ______ No. If “Yes,” give details. 12. Is the Investor a corporate pension, stock bonus or profit-sharing plan, “simplified employee pension plan,”

so-called “Keogh” plan for self-employed individuals, individual retirement account, welfare benefit plan (such as a medical plan, death benefit plan or prepaid legal services plan), governmental plan, church plan, or any entity whose underlying assets are considered to be plan assets by reason of any investment in the entity, or otherwise a “benefit plan investor” within the meaning of 29 C.F.R. Section 2510.3-101(h)(2) (the Department of Labor plan asset regulations)?

_____ Yes _____ No If “Yes,” is the Investor subject to “participant-directed” or “self-directed” investments? _____ Yes _____ No If “Yes,” check the statement below, if applicable:

[___] If any participant in the Investor is permitted to direct the investment of its assets, then (a) the investment in the Company will be made as part of a generic investment option made available by Investor; (b) the decision to invest assets of the generic investment option will be made without direction from or consultation with the participant; (c) immediately following the investment in the Company, such investment will constitute less than 50% of the assets of the generic investment option; and (d) no representation has been or will be made to the participant that any specific portion of the generic investment option will be invested in the Company or that assets will continue to be invested in the Company, and any materials regarding the Company provided to the participant will contain a disclaimer to such effect.

13. Is the Investor a registered investment company under the Investment Company Act of 1940, as amended (“1940 Act”)? ________ Yes ______ No

14. Does the Investor rely on the exemptions from registration under the 1940 Act contained in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act?

______ Yes. ______ No. If “Yes,” contact the Manager. 15. The Investor represents and warrants that the information contained in this Accreditation Questionnaire is

complete, true and correct, and that it will notify the Company immediately of any material change in any statement made herein occurring prior to its receipt of the Company’s acceptance of its subscription.

*NOTE: If the Investor is an Individual Retirement Account (IRA), Part II of this Accreditation Questionnaire should also be filled out by the individual qualified as the participant in such IRA. If the Investor is a revocable trust, Part II of this Accreditation Questionnaire should also be filled out for each grantor of the trust. If the Investor is any other entity in which all equity owners are accredited, Part II of this Accreditation Questionnaire should also be filled out for each such equity owner.

[signature page follows]

A-8

Date: ____________________, 2016.

ENTITY/TRUST INVESTOR:


(Signature)



By: (Signature)



IRA / SELF-DIRECTED IRA INVESTOR: Name of IRA: By:



B-1

SCHEDULE B

Signature Page to Operating Agreement

See Attached.


Counterpart Member Signature Page The undersigned Member hereby executes the Operating Agreement of Virtua 99th Holdings, LLC, an Arizona limited liability company, dated effective as of _____________, 2016, and hereby authorizes this signature page to be attached as a counterpart to such document. Dated as of _________________, 2016. Amount of Subscription for Interests: $ SIGNATURE BLOCK FOR INDIVIDUALS:









By: (Signature)



By: (Signature)









C-1

SCHEDULE C


SUITABILITY QUESTIONNAIRE


The undersigned understands that the information supplied in this questionnaire will be disclosed to no one, without the undersigned’s consent, other than (i) Quyp Development Services, LLC, an Arizona limited liability company (“Manager”), officers and employees of the Company and Manager and accountants and counsel to the Company and Manager, or (ii) if it is necessary for the Company or Manager to use such information to support the exemption from registration under the Act and state law which it claims for the offering.

BECAUSE THE COMPANY WILL RELY ON THE RESPONDENT’S ANSWERS IN ORDER TO COMPLY WITH FEDERAL AND STATE SECURITIES LAWS, IT IS IMPORTANT THAT THE UNDERSIGNED INVESTOR CAREFULLY ANSWER EACH APPLICABLE QUESTION. PURCHASERS MAY BE HELD LIABLE FOR ANY MISSTATEMENT OR OMISSION IN THIS QUESTIONNAIRE.

C-2

TO BE COMPLETED BY ALL INVESTORS (Each responding individual must complete his/her own Suitability Questionnaire)

Name of Individual Investor OR Name of Person Answering Questions on behalf of an Entity/Trust/IRA Investor: A. Please list all of the educational institutions you have attended (including colleges, and specialized training schools) and indicate the dates attended and the degree(s) obtained from each (if any). From To Institution Degree

B. Please provide the following information concerning your business experience:

B-1. Indicate your principal business experience or other occupations during the last ten years. (Please list your present, or most recent, position first and the others in reverse chronological order.)

Name and Address From To of Employer Position

B-2. Describe, in greater detail, your present or most recent business or occupation, as listed in your

answer to Question B-1. Please indicate such information as the nature of your employment, the principal business of your employer, the principal activities under your management or supervision and the scope (e.g., dollar volume, industry rank, etc.) of such activities.

B-3. Describe any significant business you engage in or intend to engage in other than as specified above.

C. Please provide the following information concerning your financial experience:

C-1. Indicate by check mark which of the following categories best describes the extent of your prior experience in the areas of investment listed below:

Substantial Limited No Experience Experience Experience

Stock & Bonds Penny Stocks

C-3

Government Securities Municipal (tax-exempt) Securities Stock options

Commodities Real estate programs

Securities for which no market exists

Limited partnerships (tax deferred) Investments generally

C-2. For those investments for which you indicated “substantial experience” above, please answer the

following additional questions by checking the appropriate box:

(a) Do you make your own investment decisions with respect to such investments? (Please check the appropriate box with respect to your involvement in making investment decisions).

Always Usually (i.e. most often) Frequently (i.e. regularly) Rarely

(b) What are your principal sources of investment knowledge or advice? (You may check more than one.)

First-hand experience with industry Financial publication(s) Trade or industry publication(s) Banker(s) Broker(s) Investment Adviser(s) Attorney(s) Accountant(s)

C-3. Indicate by check mark whether you maintain any of the following types of accounts over which you, rather than a third party, exercise investment discretion, and the length of time you have maintained each type of account.

Securities (cash) ____ ____ Number of years Yes No

Securities (margin) ____ ____ Number of years Yes No

Commodities ____ ____ Number of years Yes No

C-4

C-4. Risk Exposure:

Speculative Aggressive Moderate Low

C-5. Please provide in the space below any additional information which would indicate that you have

sufficient knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of investing in restricted securities of private or thinly traded enterprise.

D-1

SCHEDULE D

Taxpayer Identification Number and Certification

U.S. Investors Only

Each subscriber that is a U.S. person, e.g., a U.S. citizen or resident, a partnership organized under U.S. law, a corporation organized under U.S. law, a limited liability company organized under U.S. law, or an estate or trust (other than a foreign estate or trust whose income from sources without the U.S. is not includible in the beneficiaries’ gross income), must provide the Company with its taxpayer identification number on a signed IRS form W-9. This form is necessary for the Company to comply with its tax filing obligations and to establish that the Subscriber is not subject to certain withholding tax obligations applicable to non-U.S. persons. The enclosed form contains detailed instructions for furnishing this information. The completed form W-9 should be returned to the Company; do not send it to the IRS.

E-1

SCHEDULE E

Certification of Accredited Investor Status or Provision of Verifying Financial Information

To subscribe for Interests, an Investor will be required to deliver to the Company along with this Subscription Agreement and Accreditation Questionnaire one of the below forms of certification or information and agrees to provide to the Company such additional information as may be reasonably requested by the Company to enable it to satisfy itself as to the knowledge and experience of the undersigned's ability to bear the economic risk of an investment in the Interests:

1. For Individuals. Individuals may provide the following (including all individuals investing in joint accounts and all individuals submitting documentation as participants in IRA Investors, as grantors of revocable trust Investors, or as equity owners in entity Investors in which all equity owners are accredited):

EITHER:

(a) The Certification of Accredited Investor Status attached hereto at page E-2 from one of the following persons or entities:

(i) A registered broker-dealer;

(ii) An investment adviser registered with the Securities and Exchange Commission;

(iii) A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law (but excluding any attorney currently or formerly representing the Manager or Company);

(iv) A certified public accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office; or

(v) The Company (as necessary to evidence an Investor is a manager, director or executive officer of the Company).

OR:

(b) ONE OF THE FOLLOWING TWO FORMS OF PERSONAL FINANCIAL INFORMATION:

(i) If the undersigned is qualifying as an accredited investor based on income: filings or documentation submitted to the Internal Revenue Service that will verify the undersigned's (and undersigned's spouse, as applicable) income for the most recent two years, including without limitation Form 1040, Form W-2, Form 1099, Schedule K-1 to Form 1065; or

(ii) If the undersigned is qualifying as an accredited investor based on net worth, the following information:

(A) With respect to assets: bank statements, brokerage statements and other statements of securities holdings, certificates of deposits, tax assessments, third party appraisal reports, and any other third party documentation of assets that affect the net worth of the undersigned;

(B) With respect to liabilities: a consumer report from at least one of the nationwide consumer reporting agencies (e.g., Equifax, TransUnion, or Experian) and any other third party documentation of liabilities that affect the net worth of the undersigned; and

(C) Signing and returning the Certification of Investor Liabilities attached hereto at page E-3.

2. For Entities, Trusts or IRAs. If the Investor is an IRA, Revocable Trust or other entity in which the respective IRA participant, trust grantors or equity owners are accredited, each such individual (i.e. the IRA participant, trust grantor or equity owner) should submit the information required in Part 1 of this Schedule D. For all other entities that are Investors, the person with control of such entities should contact the Manager to arrange for the provision of applicable certifications or verification of the qualification of such Investor as accredited.

E-2

CERTIFICATION OF ACCREDITED INVESTOR STATUS

The undersigned, in his or her capacity as a financial or legal advisor or service provider to ________________________ ("Investor"), does hereby certify to Virtua 99th Holdings, LLC, an Arizona limited liability company (the "Company"), that (a) the undersigned has taken reasonable steps within the last three (3) months to verify that the Investor is an accredited investor pursuant to the definition of "accredited investor" contained in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and (b) the undersigned determined that Investor is an accredited investor as of the date of completion of such verification. The undersigned further certifies to the Company that the undersigned serves in one of the following capacities for the Investor:

(i) A registered broker-dealer for Investor; (ii) An investment adviser for Investor that is registered with the Securities and Exchange Commission; (iii) A licensed attorney who Investor has engaged to represent Investor who is in good standing under

the laws of the jurisdictions in which he or she is admitted to practice law (but not an attorney that now or in the past represents the Company or Quyp Development Services, LLC or any principal thereof);

(iv) A certified public accountant for Investor who is duly registered and in good standing under the

laws of the place of his or her residence or principal office; or (v) The Company (as necessary to evidence an Investor is a manager, director or executive officer of

the Company).

The undersigned acknowledges that (a) the Company will rely on the foregoing certification for an exemption from registration of securities issued by the Company pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, (b) that the foregoing certification is being provided to the Company by Investor in lieu of providing personal financial information of Investor, and (c) the Company may choose to forego seeking additional personal financial information from Investor in reliance on the certification from the undersigned. The foregoing certification is provided by the undersigned as of this _____ day of ______________, 2016.

Print Name

Signature

Address:

Phone:

Email:

E-3

CERTIFICATION OF INVESTOR LIABILITIES

The undersigned certifies that the he/she/it has disclosed all liabilities to Virtua 99th Holdings, LLC, an Arizona limited liability company (the "Company"), necessary for the Company to make a determination of the net worth of undersigned for the purpose of verifying the undersigned's status as an accredited investor under Rules 501 and 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The undersigned acknowledges that the Company will partially rely on the foregoing certification to qualify for an exemption from registration of securities issued by the Company pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act. The foregoing certification is provided by the undersigned as of this _____ day of ________________, 2016.

(Print Investor Name) (Signature of Investor) (If applicable, Investor Spouse's Name) (Signature of Spouse)


59

Exhibit E To


Tentative Site Plan / Parcelization Attached hereto.

SUPPLEMENT TO


VIRTUA 99TH HOLDINGS, LLC,

an Arizona limited liability company


Attn: Kathleen Robinson

17242 W. Watkins St.

Goodyear, AZ 85338

[email protected]

(602) 850-2010

Total Offering Amount: Approximately $3,250,000

October 12, 2016

SUPPLEMENT TO


OF

VIRTUA 99th HOLDINGS, LLC

This Supplement (the “Supplement”) to the Confidential Private Placement Memorandum of Virtua 99th

Holdings, LLC, an Arizona limited liability company (the “Company”), supplements the Confidential

Private Placement Memorandum of the Company dated October 7, 2016 (the “Memorandum”). This

Supplement is being furnished to prospective investors on a confidential basis for consideration in

connection with a potential investment in the Company. The information contained herein is integral to a

decision as to whether to invest in the Company, and accordingly, prospective investors should review both

this Supplement and the Memorandum prior to making an investment in the Company. To the extent that

the information contained in this Supplement is inconsistent with the Memorandum, this Supplement shall

supersede the information contained in the 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 SECURITIES HAVE NOT BEEN RECOMMENDED,

APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”),

ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE

OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED THE MERITS OF,

THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SEC UNDER THE SECURITIES

ACT OF 1933 (“1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE

BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION

REQUIREMENTS OF THE 1933 ACT AND SUCH STATE LAWS. THESE SECURITIES ARE

SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE

TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND SUCH

APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION

THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THESE SECURITIES, NOR IS

IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, INVESTORS MUST

EXPECT TO RETAIN OWNERSHIP OF THE SECURITIES AND BEAR THE FINANCIAL RISKS OF

THIS INVESTMENT FOR AN INDEFINITE PERIOD.

IN ADDITION, THE OPERATING AGREEMENT OF THE COMPANY (THE “OPERATING

AGREEMENT”) CONTAINS RESTRICTIONS ON TRANSFER AND RESALE OF THE SECURITIES

OFFERED HEREBY.

THIS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN

OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS

UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION.

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY

INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS

SUPPLEMENT AND THE MEMORANDUM. NO INVESTOR SHOULD CONSIDER OR RELY

UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN

OR THE IN THE MEMORANDUM, AS NO SUCH EXTRANEOUS REPRESENTATION OR

WARRANTY HAS BEEN AUTHORIZED BY THE COMPANY, QUYP DEVELOPMENT SERVICES,

LLC, AN ARIZONA LIMITED LIABILITY COMPANY (THE "MANAGER") OR ANY MEMBERS

OR AFFILIATES THEREOF. FURTHERMORE, IN THE EVENT THAT ANY OF THE TERMS,

CONDITIONS OR OTHER PROVISIONS OF THE OPERATING AGREEMENT ARE

INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS

SUPPLEMENT OR THE MEMORANDUM, THE OPERATING AGREEMENT WILL CONTROL.

PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE

COMPANY, ITS AFFILIATES AND ITS BUSINESS AND OPERATIONS. THE CONTENTS OF THIS

SUPPLEMENT ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL,

TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT.

THIS SUPPLEMENT IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE

OFFEREE HEREOF. DELIVERY OF THIS SUPPLEMENT TO ANYONE OTHER THAN THE

OFFEREE OR SUCH OFFEREE’S ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION

OF THIS SUPPLEMENT, IN WHOLE OR IN PART, OR ANY ATTEMPT TO DIVULGE ITS

CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE

COMPANY IS PROHIBITED. THE DELIVERY OF THIS SUPPLEMENT DOES NOT IMPLY THAT

THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO

THE DATE ON THE COVER HEREOF.

THIS SUPPLEMENT DOES NOT UPDATE ANY OF THE INFORMATION CONTAINED IN THE

MEMORANDUM AS OF THE DATE HEREOF, OTHER THAN ITEMS SPECIFICALLY

REFERENCED IN THIS SUPPLEMENT. THE UNAFFECTED PORTIONS OF THE MEMORANDUM

SHALL CONTINUE TO BE EFFECTIVE AS OF THE ORIGINAL DATE OF THE MEMORANDUM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE

EXTENT DISCLOSURE WOULD NOT VIOLATE FEDERAL OR STATE SECURITIES OR OTHER

APPLICABLE LAWS, EACH OFFEREE (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER

AGENT OF SUCH OFFEREE) IS AUTHORIZED TO DISCLOSE TO ANY AND ALL PERSONS,

WITHOUT LIMITATION OF ANY KIND, THE “TAX TREATMENT” AND “TAX STRUCTURE”

(WITHIN THE MEANING SECTION 6011 OF THE INTERNAL REVENUE CODE OF 1986, AS

AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER) OF THE COMPANY

AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES)

THAT ARE PROVIDED TO SUCH OFFEREE RELATING TO SUCH TAX TREATMENT OR TAX

STRUCTURE, EXCEPT THAT, WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM THAT

CONTAINS INFORMATION CONCERNING THE TAX TREATMENT OR TAX STRUCTURE OF

THE COMPANY AS WELL AS OTHER INFORMATION, THIS AUTHORIZATION SHALL ONLY

APPLY TO THE PORTIONS OF SUCH DOCUMENT OR SIMILAR ITEM THAT RELATE TO THE

TAX STRUCTURE OR TAX TREATMENT OF THE COMPANY.

Introduction

This Supplement is intended to update the Memorandum to reflect certain changes as discussed further

below. This Supplement does not update any information except as specifically described herein. This

Supplement only describes such changes generally and does not undertake to update revised information in

each instance that such information appears in the Memorandum; however, investors should be aware that

any changes described herein also apply in each instance that the relevant information appears in the

Memorandum. To the extent, and only to the extent, that the information contained herein conflicts with

information contained in the Memorandum, the information contained herein will supersede such prior

information. Capitalized terms used and not defined herein shall have the meanings assigned to such terms

in the Memorandum.

The section of the Memorandum entitled “Legal Proceedings” is replaced in its entirety with the

following:

Except as discussed below, neither the Company nor its Manager is now, or within the last 5 years has been,

involved as a defendant in any material litigation or arbitration. Virtua and Palomino recently were named

as defendants in a state court action pending before the Superior Court of Orange County, California and

assigned case no. 30-2013-00659305 (the “California Action”). Bank of America, N.A. (“B of A”), as

plaintiff in the California Action, has asserted claims against multiple defendants. The claims relate

primarily to Texas real property (the “Texas Property”) owned by 2400 West Marshall LLC, a Texas limited

liability company (“2400 WM”) and regarding limited liability company interests in limited liability

companies that indirectly own properties at 2616 and 2626 South Loop in Houston, Texas (the “LLC

Interests”). 2400 WM is also a defendant in the California Action. Virtua is 2400 WM’s manager. B of A

asserts that it is entitled to recovery of approximately $1 million on the basis of an investment made by an

unrelated judgment debtor who was a minority member of a limited liability company that in turn was the

sole member of another limited liability company that previously owned the Texas Property. B of A asserts

that defendants in the litigation arranged for 2400 WM to acquire the Texas Property and the LLC Interests

for less than reasonably equivalent value. B of A asserts that the defendants in the litigation are liable under

multiple theories in connection with its judgment debtors’ efforts to avoid paying their obligations to B of

A. The defendants dispute B of A’s claims and intend to seek dismissal and judgment in their favor. No

other affiliates, managers, principals, directors or officers of the Company nor its Manager are now, or

within the past 5 years have been, involved as a defendant in any material litigation or

arbitration. Additional information about the lawsuit may be requested from the Manager.

[Signature Page Follows.]

ACKNOWLEDGEMENT OF RECEIPT OF

SUPPLEMENT TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

OF VIRTUA 99TH HOLDINGS, LLC

By execution of this acknowledgment, the undersigned does hereby acknowledge its receipt of the

Supplement to Confidential Private Placement Memorandum of Virtua 99th Holdings, LLC, dated as of October

___, 2016 (the "Supplement"), and does hereby affirm their subscription for membership interests in Virtua 99th

Holdings, LLC (the "Company").

Dated as of _________________, 2016

SIGNATURE BLOCK FOR INDIVIDUALS:


Individual’s Printed Name:

SIGNATURE BLOCK FOR JOINT ACCOUNTS:







By:

(Signature)


Signer’s Title:

(Example: Manager, Member, Trustee, etc.)

By:

(Signature)


Signer’s Title:

(Example: Manager, Member, Trustee, etc.)

SIGNATURE BLOCK FOR IRAS:

Name of IRA:

By:

(Custodian/Trustee Signature)





2ND SUPPLEMENT TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

VIRTUA 99TH HOLDINGS, LLC, an Arizona limited liability company





November 7, 2016

2nd SUPPLEMENT TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

OF VIRTUA 99th HOLDINGS, LLC

This 2nd Supplement (the “Supplement”) to the Confidential Private Placement Memorandum of Virtua 99th Holdings, LLC, an Arizona limited liability company (the “Company”), supplements the Confidential Private Placement Memorandum of the Company dated October 7, 2016 and the first Supplement To Confidential Private Placement Memorandum dated October 12, 2016 (jointly the “Memorandum”). This Supplement is being furnished to prospective investors on a confidential basis for consideration in connection with a potential investment in the Company. The information contained herein is integral to a decision as to whether to invest in the Company, and accordingly, prospective investors should review both this Supplement and the Memorandum prior to making an investment in the Company. To the extent that the information contained in this Supplement is inconsistent with the Memorandum, this Supplement shall supersede the information contained in the 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 SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED THE MERITS OF, THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SEC UNDER THE SECURITIES ACT OF 1933 (“1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH STATE LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THESE SECURITIES, NOR IS IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, INVESTORS MUST EXPECT TO RETAIN OWNERSHIP OF THE SECURITIES AND BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD.

IN ADDITION, THE OPERATING AGREEMENT OF THE COMPANY (THE “OPERATING AGREEMENT”) CONTAINS RESTRICTIONS ON TRANSFER AND RESALE OF THE SECURITIES OFFERED HEREBY.

THIS SUPPLEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION.

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS SUPPLEMENT AND THE MEMORANDUM. NO INVESTOR SHOULD CONSIDER OR RELY UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN OR THE IN THE MEMORANDUM, AS NO SUCH EXTRANEOUS REPRESENTATION OR WARRANTY HAS BEEN AUTHORIZED BY THE COMPANY, QUYP DEVELOPMENT

SERVICES, LLC, AN ARIZONA LIMITED LIABILITY COMPANY (THE "MANAGER") OR ANY MEMBERS OR AFFILIATES THEREOF. FURTHERMORE, IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE OPERATING AGREEMENT ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS SUPPLEMENT OR THE MEMORANDUM, THE OPERATING AGREEMENT WILL CONTROL. PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE COMPANY, ITS AFFILIATES AND ITS BUSINESS AND OPERATIONS. THE CONTENTS OF THIS SUPPLEMENT ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT.

THIS SUPPLEMENT IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE OFFEREE HEREOF. DELIVERY OF THIS SUPPLEMENT TO ANYONE OTHER THAN THE OFFEREE OR SUCH OFFEREE’S ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION OF THIS SUPPLEMENT, IN WHOLE OR IN PART, OR ANY ATTEMPT TO DIVULGE ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. THE DELIVERY OF THIS SUPPLEMENT DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF.

THIS SUPPLEMENT DOES NOT UPDATE ANY OF THE INFORMATION CONTAINED IN THE MEMORANDUM AS OF THE DATE HEREOF, OTHER THAN ITEMS SPECIFICALLY REFERENCED IN THIS SUPPLEMENT. THE UNAFFECTED PORTIONS OF THE MEMORANDUM SHALL CONTINUE TO BE EFFECTIVE AS OF THE ORIGINAL DATE OF THE MEMORANDUM.


Introduction This Supplement is intended to update the Memorandum to reflect certain changes as discussed further below. This Supplement does not update any information except as specifically described herein. This Supplement only describes such changes generally and does not undertake to update revised information in each instance that such information appears in the Memorandum; however, investors should be aware that any changes described herein also apply in each instance that the relevant information appears in the Memorandum. To the extent, and only to the extent, that the information contained herein conflicts with information contained in the Memorandum, the information contained herein will supersede such prior information. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Memorandum.

Change in the Lender Making the Loan

It had been anticipated that INCA Capital, LLC, or its affiliate (“INCA”), would make Property Owner a loan of $2,250,000 to be secured by a first deed of trust on the Property (such loan being defined in the Memorandum as the “Loan”). INCA was previously referred to in the Memorandum as “Lender.” INCA has now declined to make that Loan to Property Owner. The INCA term sheet attached to the Memorandum as Exhibit C is no longer applicable and should be disregarded by prospective investors. Property Owner now intends to obtain the Loan from Virtua 99th Loan, LLC (“New Lender”). New Lender is a new Arizona limited liability company which has been established expressly for the purpose of making a $2,250,000 loan to Property Owner. Revised Terms of the Loan

Although definitive terms of a loan between Property Owner and the New Lender have yet to be concluded, Property Owner expects that such a loan will have a maximum principal amount of $2,250,000, and that it will be secured by a first deed of trust lien against the Property. It is expected that such a loan will have a one year term; provided, however, that such loan term and the date for maturity may be extended for a period of 90 days upon written request therefor given by Property Owner to the New Lender no later than 5 business days prior to the then maturity date and Property Owner remitting to the New Lender concurrently therewith a loan extension fee equal to 1% of the outstanding amount of the loan. It is further anticipated that such a loan will accrue simple interest at the fixed rate of 15% per annum (but such interest rate is subject to increase to 20% per annum in the event of a default under the loan by Property Owner). It also expected that interest on such a loan will be paid monthly, with a balloon payment (i.e., “bullet amortization”) of remaining principal and interest due on the maturity date; moreover it is expected that loan principal may not be prepaid during the first 12 months of the loan term. Funds will be reserved by the Company (on behalf of Property Owner) from the proceeds of the loan to be used to make the monthly interest payments. The Company expects to make monthly interest payments at a rate of 15% per annum (i.e., 1.25% per month) for the anticipated one-year term of the loan. Property Owner plans to sell or refinance the Property within a year of its acquisition. If the Property is not sold, or cannot be refinanced, by Property Owner during the anticipated one-year term of such a loan, then both the Company and Property Owner will be subject to the risk that such a loan will be foreclosed by the New Lender, in which instance the investors in both the Company and Property Owner could suffer an entire loss of their capital.

The loan is expected to carry a 2% origination fee charged by Versant Commercial Brokerage Inc. (but will no longer be subject to a lender origination fee or a guaranty fee). Versant is an affiliate of each of Virtua Partners LLC, Quyp Properties, LLC, Quynh Palomino, and Lloyd W. Kendall, Jr., each of which are expected to be managers and/or owners of Property Owner and the Company. Property Owner is expected to be obligated to pay the costs of formation of the New Lender and the management fees due to

the manager of the New Lender, Vantage Point Consulting, LLC (“Vantage”). The management fees to Vantage are expected to consist of a $25,000 set up fee, due on closing of the Property acquisition, and $1,000 per month thereafter for the life of the anticipated loan. Funds are expected to be reserved by the Company (on behalf of Property Owner) from the anticipated loan proceeds to pay the management fees to Vantage. Vantage is coordinating an assemblage of investors to fund the New Lender’s capitalization and funding of the loan.

The loan commitment is not definitive. The identity of lenders to Property Owner, and the terms and conditions of such loans, will be subject to change in the discretion of the Company (as Property Owner’s sole managing member) depending on factors of funding availability and loan terms and conditions.

Updated Schedules and Organizational Chart

A revised Organizational Chart is attached to this Supplement as Exhibit A, and a revised Schedule of Sources and Uses of funds and “Escrow Statement” is attached as Exhibit B.

[Signature Page Follows.]

ACKNOWLEDGEMENT OF RECEIPT OF 2nd SUPPLEMENT TO CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

OF VIRTUA 99TH HOLDINGS, LLC

By execution of this acknowledgment, the undersigned does hereby acknowledge its receipt of the 2nd Supplement to Confidential Private Placement Memorandum of Virtua 99th Holdings, LLC, dated as of November 4, 2016 (the "Supplement"), and does hereby affirm their subscription for membership interests in Virtua 99th Holdings, LLC (the "Company").

Dated as of _________________, 2016 SIGNATURE BLOCK FOR INDIVIDUALS:









By: (Signature)



By: (Signature)






EXHIBIT A

Updated Organizational Chart

Virtua 99th

171282.6/10543-004

100% 100% 50% 25% 25% 33.33% 66.67% 100% 100% 100% 100% 100%



Owner/Senior Borrower

Virtua 99th, LLC an AZ LLC

Virtua 99th Holdings, LLC – Sole Managing Member

Virtua Partners LLC an AZ LLC

Quynh Palomino & Lloyd W. Kendall, Jr. - Managers

Lloyd W. Kendall, Jr., Inc.a CA corp.

Lloyd W. Kendall, Jr. - President

Lloyd W. Kendall, Jr.

New Capital – Approx. $3.25MM New Cash Investors

See Attachment 1

Quyp Properties, LLC an AZ LLC

Quynh Palomino & Kathy Robinson – Managers


an AZ LLC


Quyp Holdings, LLC an AZ LLC

Quynh Palomino – Sole Managing Member

Quynh Palomino

Quynh Palomino



Holding Company

Virtua 99th Holdings, LLC an AZ LLC

Quyp Development Services, LLC - Manager

Lender – Approx. $2.25MM

Virtua 99th Loan, LLC Vantage Point Consulting, LLC -

Manager

Virtua 99th

171282.6/10543-004

Attachment 1

List of Members in the “New Cash Investor” Group

[to come] ................................................................................................................................. 50%* *This amount is subject to adjustment as members are accepted through the offering.

EXHIBIT B

Revised Schedule of Sources and Uses of funds and “Escrow Statement”

Virtua 99th, LLC (“Property Owner”) Project Schedule of Sources and Uses of Funds ESCROW STATEMENT : Virtua 99th

Description Debit Credit Sub Total

CAPITAL STACK Purchase Price 4,500,000 Deposit - Virtua Partners - 150,000 Senior Loan - 2,250,000 Hotel Deposit 65,000

Forward Sales Deposit - 500,000 Subordinate Debt - - Common Equity - 2,118,439 Subtotal: Capital Stack - - 583,439

FINANCE COSTS / LENDER CHARGES

Broker Fee - Property Dimensions

Quyp Acquisition Fee

Versant Origination Fee3

Documentation Fee

Loan Processing Fee (See 3rd Parties)

Wire Transfer Fee

Site Inspection Fee

Mezz Origination

Subtotal: Finance Costs

0.00%

3.00%

2.00%

0.00%

0.00%

- - -

135,000 -

45,000 -

- -

- -

- -

- -

- -

- -

- - (180,000)

THIRD PARTY COSTS - -

-

PCA Report - -

Phase I & Soils Report - Epsilon 4,600 -

N/A - -

Insurance Review - -

Credit/Legal/ & Judicial Searches - -

ALTA Survey 2,700 -

N/A - -

Subtotal: Third Party Reports - - (7,300)

ESCROW & TITLE CHARGES: - -

Transfer Tax 0.00% - -

Escrow Fee (Landmark) 1,645 -

Processing Fee (Landmark) 100 -

Title Policy (Landmark) 3,114 -

Title Policy Extended Policy (Landmark) - -

Inspection Fee (Landmark) - -

Recording Service Fee (Landmark) 75 -

Underwriter CPL Fee (Landmark) 75 -

Courier/Overnight 80 -

Wire Fee 60 -

Owners Endorsement 500 -

Farm Rent - 2,721

Credit: Property Taxes (1/1/2016 - 6/20/2016) ` 212 -

Subtotal: Escrow & Title Charges - - (3,139)

DEAL SPECIFIC CHARGES

Monarch Bay1,3 80,000 - Due Diligence Fee to Versant 50,000 -

Due Diligence Deposits 150,000 -

Legal - Dioguardi 75,000Reimbursements - Other - - Insurance Escrow Balance / Reserve - - Property Taxes - - Marketing Costs - Phoenix Drone Services 1,000 - Vantage Point Consulting Management and Set Up Fees3,5 37,000 - Other I - - Other II - - Subtotal: Deal Specific Charges - - (393,000)

SubTotals 5,086,161 5,086,161 Cash Surplus (Cash Infusion) - 0

Totals 5,086,161 5,086,161

Virtua 99th Holdings, LLC Property Level Funds 1,131,561

o Advance on Design/Entitlement Fees3 240,000 - o Debt Service Reserve 350,000o Engineering Expense Budget 150,000

Digital Marketing Costs 50,000Planning & Permitting 50,000Legal Fees 50,000 Contingency 241,561

TOTAL CAPITALIZATION : VIRTUA 99Ctahsh Surplus (Cash Infusion) 6,217,722 6,217,722 $0

Footnotes For Property Owner's Schedule of Sources and Uses of Funds 1. MONARCH WILL RECEIVE A FEE OF 1% OF ALL CAPITAL RAISED IN THIS OFFERING, AS WELL AS CERTAIN FEES FOR OTHER SERVICES PROVIDED

IN THE PREPARATION OF THIS OFFERING. ADDITIONALLY, IF THE COMPANY, IN ITS SOLE DISCRETION, REQUESTS MONARCH TO SOURCE AND

RAISE CAPITAL FOR THIS OFFERING, IT WILL PAY MONARCH AN ADDITIONAL FEE OF 7% OF ALL CAPITAL THAT MONARCH SO SOURCES AND

RAISES PER SECTION 2.08(D)(III) OF ITSOPERATING AGREEMENT. 2. PER SECTION 2.08(D)(III) OF THE HOLDINGS OPERATING AGREEMENT, QUYP DEVELOPMENT SERVICES, LLC IS ENTITLED TO AN ADVANCE ON

THE DESIGN ENTITLEMENT AND CONSTRUCTION MANAGEMENT FEE IN THE AMOUNT OF $20,000 PER MONTH, PROMPTLY FOLLOWING THE

ACQUISITION OF THE PROPERTY (AND THE COMPANY WILL RECEIVE CREDIT FOR SUCH PRE-PAID FEE UPON THE CLOSING OF EACH PARCEL SALE

OF THE PROPERTY). THE ILLUSTRATION IN THE TABLE ABOVE ASSUMES THAT THE FIRST SALE OF A PARCEL WILL OCCUR ON THE 1-YEAR

ANNIVERSARY OF THE TERMINATION DATE OF THE OFFERING; HOWEVER, THERE CAN BE NO ASSURANCE THAT THE FIRST PARCEL SALE WILL

ON OR BEFORE THAT DATE. CONSEQUENTLY, THE COMPANY’S ADVANCE BALANCE TO QUYP DEVELOPMENT SERVICES, LLC MAY EXCEED

THE $240,000 SHOWN IN THE TABLE ABOVE IF THE FIRST PARCEL SALE OCCURS AFTER THE 1-YEAR ANNIVERSARY OF THE TERMINATION DATE. MOREOVER, THERE CAN BE NO ASSURANCE THAT ANY PARCELS WILL BE SOLD, IN WHICH CASE THE COMPANY’S ADVANCE BALANCE TO QUYP

DEVELOPMENT SERVICES, LLC WOULD BE UNLIMITED GIVEN THAT THE COMPANY HAS A PERPETUAL TERM OF EXISTENCE. THUS, IF THE

FIRST SALE OF A PARCEL OF THE PROPERTY (I) OCCURS LATER THAN THE 1-YEAR ANNIVERSARY OF THE TERMINATION DATE, (II) IS

INSUFFICIENT TO COVER THE ADVANCES MADE TO QUYP DEVELOPMENT SERVICES, LLC, OR (III) IF NO PARCEL SALES OCCUR, DILUTION

RELATIVE TO THE TOTAL OFFERING AMOUNT COULD BE SUBSTANTIALLY GREATER THAN THAT PORTRAYED IN THE IMMEDIATELY PRECEDING

PARAGRAPH.

3. PER SECTION 2.08 OF THE VIRTUA 99th LOAN LLC (“NEW LENDER”) OPERATING AGREEMENT, V99 WILL BE RESPONSIBLE FOR PAYING, AMONG OTHER CHARGES, (I) A LOAN ORIGINATION FEE DUE TO VERSANT COMMERCIAL BROKERAGE, INC. IN AN AMOUNT EQUAL TO 2% OF

THE PRINCIPAL AMOUNT OF THE LOAN, (II) ALL COSTS OF FORMATION AND ORGANIZATION OF THE NEW LENDER, (III), A FEE PAYABLE TO

MONARCH BAY SECURITIES, LLC, A BROKER-DEALER REGISTERED WITH THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”), OR ITS AFFILIATES, ASSIGNEES OR DESIGNEES (“MONARCH”), EQUAL TO 1% OF THE CAPITAL RAISED UNDER THE LOAN OFFERING, AS WELL AS

FEES FOR OTHER SERVICES RELATED TO THE PREPARATION OF THE LOAN OFFERING, PAYABLE UPON THE CLOSING OF THE LOAN OFFERING, AND FROM PROCEEDS OF THE LOAN OFFERING; AND (IV) OTHER COSTS OF THE OFFERING, ALL PAYABLE AT CLOSING OUT OF PROCEEDS OF THE

LOAN. V99 WILL REIMBURSE THE NEW LENDER, ON A MONTHLY BASIS, FOR ALL ONGOING ORGANIZATIONAL COSTS RELATING TO THE NEW LENDER AND ANY AND ALL LEGAL EXPENSES AND OTHER COSTS REASONABLY INCURRED BY THE NEW LENDER WITH RESPECT TO THE

OFFERING, THE LOAN AND/OR THE NEW LENDER’S ORGANIZATION AND CONTINUING EXISTENCE. V99 WILL ALSO BE RESPONSIBLE FOR

REIMBURSING THE NEW LENDER FOR THE INITIAL MANAGEMENT SET-UP FEE AND THE MONTHLY MANAGEMENT FEES TO BE PAID BY THE

COMPANY TO THE MANAGER AS COMPENSATION FOR THE MANAGER’S SERVICES TO THE NEW LENDER AS DETAILED IN SECTION 6.04(B) OF

THE NEW LENDER’S AGREEMENT, AS WELL ITS FEES DUE TO MONARCH.

THE ABOVE SOURCES AND USES OF FUNDS TABLE IS AN ESTIMATE MADE BY THE MANAGER OF THE COST OF PURCHASE, DEVELOPMENT AND

SALE OF THE PROPERTY. THE SOURCES AND USES OF FUNDS TABLE IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS NEITHER A REPRESENTATION

NOR A WARRANTY BY THE MANAGER OF THE ACTUAL APPLICATION OF THE FUNDS INVESTED IN THE COMPANY OR AVAILABLE THERETO. THE

ESTIMATES MADE BY THE MANAGER CONTAINED IN THIS SOURCES AND USES OF FUNDS TABLE ARE BASED ON ASSUMPTIONS MADE TO

ILLUSTRATE POSSIBLE FUTURE EVENTS BASED ON CERTAIN ASSUMED FACTS, AND THE ACTUAL RESULTS WILL BE SUBJECT TO RISKS AND

UNCERTAINTIES. A VARIETY OF FACTORS, MANY OF WHICH ARE BEYOND THE MANAGER’S CONTROL, WILL AFFECT OPERATIONS, PERFORMANCE, BUSINESS STRATEGY AND RESULTS AND COULD CAUSE THE ACTUAL SOURCE OF FUNDS AND THE APPLICATION OF FUNDS TO BE

MATERIALLY DIFFERENT FROM THOSE ILLUSTRATED.

Virtua 99th Holdings, LLC (the “Company) Schedule of Sources and Uses of Funds

Amount of Amount From Offering Proceeds Other &

% of Total SOURCE (Equity/Investors) Loan Proceeds % of Equity Sources


Senior Loan $ 2,250,000


Subordinate Debt $ -

Deposits $ 215,000



Broker-Dealer Fees : Monarch1 $ 80,000 2.46% 1.29%





Finance Costs $ - 0.00% 0.00%



Legal $ 75,000 2.31% 1.21%



Total Fees and Expenses from Closing $ 1,215,000

Class A Equity Total Funding (Net) $ 820,000



1. MONARCH WILL RECEIVE A FEE OF 1% OF ALL CAPITAL RAISED IN THIS OFFERING AS WELL AS CERTAIN FEES

FOR OTHER SERVICES PROVIDED IN THE PREPARATION OF THIS OFFERING. ADDITIONALLY, IF THE COMPANY, IN ITS SOLE DISCRETION, REQUESTS MONARCH TO SOURCE AND RAISE CAPITAL FOR THIS OFFERING, IT WILL PAY MONARCH AN ADDITIONAL FEE OF 7% OF ALL CAPITAL THAT MONARCH SO SOURCES AND RAISES PER SECTION 2.08(D)(III) OF THE OPERATING AGREEMENT.

THE ABOVE SOURCES AND USES OF FUNDS TABLE IS AN ESTIMATE MADE BY THE MANAGER OF THE COST OF PURCHASE, DEVELOPMENT AND SALE OF THE PROPERTY. THE SOURCES AND USES OF FUNDS TABLE IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS NEITHER A REPRESENTATION NOR A WARRANTY BY THE MANAGER OF THE ACTUAL APPLICATION OF THE FUNDS INVESTED IN THE COMPANY OR AVAILABLE THERETO. THE ESTIMATES MADE BY THE MANAGER CONTAINED IN THIS SOURCES AND USES OF FUNDS TABLE ARE BASED ON ASSUMPTIONS MADE TO ILLUSTRATE POSSIBLE FUTURE EVENTS BASED ON CERTAIN ASSUMED FACTS, AND THE ACTUAL RESULTS WILL BE SUBJECT TO RISKS AND UNCERTAINTIES. A VARIETY OF FACTORS, MANY OF WHICH ARE BEYOND THE MANAGER’S CONTROL, WILL AFFECT OPERATIONS, PERFORMANCE, BUSINESS STRATEGY AND RESULTS AND COULD CAUSE THE ACTUAL SOURCE OF FUNDS AND THE APPLICATION OF FUNDS TO BE MATERIALLY DIFFERENT FROM THOSE ILLUSTRATED.

EXHIBIT B

Organizational Chart

Virtua 99th

171282.6/10543-004

100% 100% 50% 25% 25% 33.33% 66.67% 100% 100% 100% 100% 100%



Owner/Senior Borrower

Virtua 99th, LLC an AZ LLC

Virtua 99th Holdings, LLC – Sole Managing Member

Virtua Partners LLC an AZ LLC

Quynh Palomino & Lloyd W. Kendall, Jr. - Managers

Lloyd W. Kendall, Jr., Inc.a CA corp.

Lloyd W. Kendall, Jr. - President

Lloyd W. Kendall, Jr.

New Capital – Approx. $3.25MM New Cash Investors

See Attachment 1

Quyp Properties, LLC an AZ LLC



an AZ LLC




Quynh Palomino

Quynh Palomino



Holding Company

Virtua 99th Holdings, LLC an AZ LLC

Quyp Development Services, LLC - Manager

Lender – Approx. $2.25MM

Virtua 99th Loan, LLC Vantage Point Consulting, LLC -

Manager

Virtua 99th

171282.6/10543-004

Attachment 1

List of Members in the “New Cash Investor” Group

[to come] ................................................................................................................................. 50%* *This amount is subject to adjustment as members are accepted through the offering.

EXHIBIT C

Revised Schedule of Sources and Uses of funds and “Escrow Statement”

Virtua 99th, LLC (“Property Owner”) Project Schedule of Sources and Uses of Funds ESCROW STATEMENT : Virtua 99th

Description Debit Credit Sub Total

CAPITAL STACK Purchase Price 4,500,000 Deposit - Virtua Partners - 150,000 Senior Loan - 2,250,000 Hotel Deposit 65,000

Forward Sales Deposit - 500,000 Subordinate Debt - - Common Equity - 2,118,439 Subtotal: Capital Stack - - 583,439

FINANCE COSTS / LENDER CHARGES

Broker Fee - Property Dimensions

Quyp Acquisition Fee

Versant Origination Fee3

Documentation Fee

Loan Processing Fee (See 3rd Parties)

Wire Transfer Fee

Site Inspection Fee

Mezz Origination

Subtotal: Finance Costs

0.00%

3.00%

2.00%

0.00%

0.00%

- - -

135,000 -

45,000 -

- -

- -

- -

- -

- -

- -

- - (180,000)

THIRD PARTY COSTS - -

-

PCA Report - -

Phase I & Soils Report - Epsilon 4,600 -

N/A - -

Insurance Review - -

Credit/Legal/ & Judicial Searches - -

ALTA Survey 2,700 -

N/A - -

Subtotal: Third Party Reports - - (7,300)

ESCROW & TITLE CHARGES: - -

Transfer Tax 0.00% - -

Escrow Fee (Landmark) 1,645 -

Processing Fee (Landmark) 100 -

Title Policy (Landmark) 3,114 -

Title Policy Extended Policy (Landmark) - -

Inspection Fee (Landmark) - -

Recording Service Fee (Landmark) 75 -

Underwriter CPL Fee (Landmark) 75 -

Courier/Overnight 80 -

Wire Fee 60 -

Owners Endorsement 500 -

Farm Rent - 2,721

Credit: Property Taxes (1/1/2016 - 6/20/2016) ` 212 -

Subtotal: Escrow & Title Charges - - (3,139)

DEAL SPECIFIC CHARGES

Monarch Bay1,3 80,000 - Due Diligence Fee to Versant 50,000 -

Due Diligence Deposits 150,000 -

Legal - Dioguardi 75,000Reimbursements - Other - - Insurance Escrow Balance / Reserve - - Property Taxes - - Marketing Costs - Phoenix Drone Services 1,000 - Vantage Point Consulting Management and Set Up Fees3,5 37,000 - Other I - - Other II - - Subtotal: Deal Specific Charges - - (393,000)

SubTotals 5,086,161 5,086,161 Cash Surplus (Cash Infusion) - 0

Totals 5,086,161 5,086,161

Virtua 99th Holdings, LLC Property Level Funds 1,131,561

o Advance on Design/Entitlement Fees3 240,000 - o Debt Service Reserve 350,000o Engineering Expense Budget 150,000

Digital Marketing Costs 50,000Planning & Permitting 50,000Legal Fees 50,000 Contingency 241,561

TOTAL CAPITALIZATION : VIRTUA 99Ctahsh Surplus (Cash Infusion) 6,217,722 6,217,722 $0

Footnotes For Property Owner's Schedule of Sources and Uses of Funds 1. MONARCH WILL RECEIVE A FEE OF 1% OF ALL CAPITAL RAISED IN THIS OFFERING, AS WELL AS CERTAIN FEES FOR OTHER SERVICES PROVIDED

IN THE PREPARATION OF THIS OFFERING. ADDITIONALLY, IF THE COMPANY, IN ITS SOLE DISCRETION, REQUESTS MONARCH TO SOURCE AND

RAISE CAPITAL FOR THIS OFFERING, IT WILL PAY MONARCH AN ADDITIONAL FEE OF 7% OF ALL CAPITAL THAT MONARCH SO SOURCES AND

RAISES PER SECTION 2.08(D)(III) OF ITSOPERATING AGREEMENT. 2. PER SECTION 2.08(D)(III) OF THE HOLDINGS OPERATING AGREEMENT, QUYP DEVELOPMENT SERVICES, LLC IS ENTITLED TO AN ADVANCE ON

THE DESIGN ENTITLEMENT AND CONSTRUCTION MANAGEMENT FEE IN THE AMOUNT OF $20,000 PER MONTH, PROMPTLY FOLLOWING THE

ACQUISITION OF THE PROPERTY (AND THE COMPANY WILL RECEIVE CREDIT FOR SUCH PRE-PAID FEE UPON THE CLOSING OF EACH PARCEL SALE

OF THE PROPERTY). THE ILLUSTRATION IN THE TABLE ABOVE ASSUMES THAT THE FIRST SALE OF A PARCEL WILL OCCUR ON THE 1-YEAR

ANNIVERSARY OF THE TERMINATION DATE OF THE OFFERING; HOWEVER, THERE CAN BE NO ASSURANCE THAT THE FIRST PARCEL SALE WILL

ON OR BEFORE THAT DATE. CONSEQUENTLY, THE COMPANY’S ADVANCE BALANCE TO QUYP DEVELOPMENT SERVICES, LLC MAY EXCEED

THE $240,000 SHOWN IN THE TABLE ABOVE IF THE FIRST PARCEL SALE OCCURS AFTER THE 1-YEAR ANNIVERSARY OF THE TERMINATION DATE. MOREOVER, THERE CAN BE NO ASSURANCE THAT ANY PARCELS WILL BE SOLD, IN WHICH CASE THE COMPANY’S ADVANCE BALANCE TO QUYP

DEVELOPMENT SERVICES, LLC WOULD BE UNLIMITED GIVEN THAT THE COMPANY HAS A PERPETUAL TERM OF EXISTENCE. THUS, IF THE

FIRST SALE OF A PARCEL OF THE PROPERTY (I) OCCURS LATER THAN THE 1-YEAR ANNIVERSARY OF THE TERMINATION DATE, (II) IS

INSUFFICIENT TO COVER THE ADVANCES MADE TO QUYP DEVELOPMENT SERVICES, LLC, OR (III) IF NO PARCEL SALES OCCUR, DILUTION

RELATIVE TO THE TOTAL OFFERING AMOUNT COULD BE SUBSTANTIALLY GREATER THAN THAT PORTRAYED IN THE IMMEDIATELY PRECEDING

PARAGRAPH.

3. PER SECTION 2.08 OF THE VIRTUA 99th LOAN LLC (“NEW LENDER”) OPERATING AGREEMENT, V99 WILL BE RESPONSIBLE FOR PAYING, AMONG OTHER CHARGES, (I) A LOAN ORIGINATION FEE DUE TO VERSANT COMMERCIAL BROKERAGE, INC. IN AN AMOUNT EQUAL TO 2% OF

THE PRINCIPAL AMOUNT OF THE LOAN, (II) ALL COSTS OF FORMATION AND ORGANIZATION OF THE NEW LENDER, (III), A FEE PAYABLE TO

MONARCH BAY SECURITIES, LLC, A BROKER-DEALER REGISTERED WITH THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”), OR ITS AFFILIATES, ASSIGNEES OR DESIGNEES (“MONARCH”), EQUAL TO 1% OF THE CAPITAL RAISED UNDER THE LOAN OFFERING, AS WELL AS

FEES FOR OTHER SERVICES RELATED TO THE PREPARATION OF THE LOAN OFFERING, PAYABLE UPON THE CLOSING OF THE LOAN OFFERING, AND FROM PROCEEDS OF THE LOAN OFFERING; AND (IV) OTHER COSTS OF THE OFFERING, ALL PAYABLE AT CLOSING OUT OF PROCEEDS OF THE

LOAN. V99 WILL REIMBURSE THE NEW LENDER, ON A MONTHLY BASIS, FOR ALL ONGOING ORGANIZATIONAL COSTS RELATING TO THE NEW LENDER AND ANY AND ALL LEGAL EXPENSES AND OTHER COSTS REASONABLY INCURRED BY THE NEW LENDER WITH RESPECT TO THE

OFFERING, THE LOAN AND/OR THE NEW LENDER’S ORGANIZATION AND CONTINUING EXISTENCE. V99 WILL ALSO BE RESPONSIBLE FOR

REIMBURSING THE NEW LENDER FOR THE INITIAL MANAGEMENT SET-UP FEE AND THE MONTHLY MANAGEMENT FEES TO BE PAID BY THE

COMPANY TO THE MANAGER AS COMPENSATION FOR THE MANAGER’S SERVICES TO THE NEW LENDER AS DETAILED IN SECTION 6.04(B) OF

THE NEW LENDER’S AGREEMENT, AS WELL ITS FEES DUE TO MONARCH.

THE ABOVE SOURCES AND USES OF FUNDS TABLE IS AN ESTIMATE MADE BY THE MANAGER OF THE COST OF PURCHASE, DEVELOPMENT AND

SALE OF THE PROPERTY. THE SOURCES AND USES OF FUNDS TABLE IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS NEITHER A REPRESENTATION

NOR A WARRANTY BY THE MANAGER OF THE ACTUAL APPLICATION OF THE FUNDS INVESTED IN THE COMPANY OR AVAILABLE THERETO. THE

ESTIMATES MADE BY THE MANAGER CONTAINED IN THIS SOURCES AND USES OF FUNDS TABLE ARE BASED ON ASSUMPTIONS MADE TO

ILLUSTRATE POSSIBLE FUTURE EVENTS BASED ON CERTAIN ASSUMED FACTS, AND THE ACTUAL RESULTS WILL BE SUBJECT TO RISKS AND

UNCERTAINTIES. A VARIETY OF FACTORS, MANY OF WHICH ARE BEYOND THE MANAGER’S CONTROL, WILL AFFECT OPERATIONS, PERFORMANCE, BUSINESS STRATEGY AND RESULTS AND COULD CAUSE THE ACTUAL SOURCE OF FUNDS AND THE APPLICATION OF FUNDS TO BE

MATERIALLY DIFFERENT FROM THOSE ILLUSTRATED.

Virtua 99th Holdings, LLC ("VH99") Schedule of Sources and Uses of Funds

Amount of Amount From Offering Proceeds Other &

% of Total SOURCE (Equity/Investors) Loan Proceeds % of Equity Sources


Senior Loan $ 2,250,000


Subordinate Debt $ -

Deposits $ 215,000



Broker-Dealer Fees : Monarch1 $ 80,000 2.46% 1.29%





Finance Costs $ - 0.00% 0.00%



Legal $ 75,000 2.31% 1.21%



Total Fees and Expenses from Closing $ 1,215,000

Class A Equity Total Funding (Net) $ 820,000



1. MONARCH WILL RECEIVE A FEE OF 1% OF ALL CAPITAL RAISED IN THIS OFFERING AS WELL AS CERTAIN FEES

FOR OTHER SERVICES PROVIDED IN THE PREPARATION OF THIS OFFERING. ADDITIONALLY, IF THE COMPANY, IN ITS SOLE DISCRETION, REQUESTS MONARCH TO SOURCE AND RAISE CAPITAL FOR THIS OFFERING, IT WILL PAY MONARCH AN ADDITIONAL FEE OF 7% OF ALL CAPITAL THAT MONARCH SO SOURCES AND RAISES PER SECTION 2.08(D)(III) OF THE OPERATING AGREEMENT.

THE ABOVE SOURCES AND USES OF FUNDS TABLE IS AN ESTIMATE MADE BY THE MANAGER OF THE COST OF PURCHASE, DEVELOPMENT AND SALE OF THE PROPERTY. THE SOURCES AND USES OF FUNDS TABLE IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS NEITHER A REPRESENTATION NOR A WARRANTY BY THE MANAGER OF THE ACTUAL APPLICATION OF THE FUNDS INVESTED IN THE COMPANY OR AVAILABLE THERETO. THE ESTIMATES MADE BY THE MANAGER CONTAINED IN THIS SOURCES AND USES OF FUNDS TABLE ARE BASED ON ASSUMPTIONS MADE TO ILLUSTRATE POSSIBLE FUTURE EVENTS BASED ON CERTAIN ASSUMED FACTS, AND THE ACTUAL RESULTS WILL BE SUBJECT TO RISKS AND UNCERTAINTIES. A VARIETY OF FACTORS, MANY OF WHICH ARE BEYOND THE MANAGER’S CONTROL, WILL AFFECT OPERATIONS, PERFORMANCE, BUSINESS STRATEGY AND RESULTS AND COULD CAUSE THE ACTUAL SOURCE OF FUNDS AND THE APPLICATION OF FUNDS TO BE MATERIALLY DIFFERENT FROM THOSE ILLUSTRATED.

Virtua 99th Loan, LLC (the "Company") Sources and Uses of Funds

Sources Uses Sub Total

Virtua 99th Loan 2,250,000 Loan to Virtua 99th Holdings1

- 2,250,000

1. PER SECTION 2.08 OF THE VIRTUA 99th LOAN LLC (“NEW LENDER”) OPERATING AGREEMENT, V99 WILL BE RESPONSIBLE FOR

PAYING, AMONG OTHER CHARGES, (I) A LOAN ORIGINATION FEE DUE TO VERSANT COMMERCIAL BROKERAGE, INC. IN AN AMOUNT

EQUAL TO 2% OF THE PRINCIPAL AMOUNT OF THE LOAN, (II) ALL COSTS OF FORMATION AND ORGANIZATION OF THE NEW LENDER, (III),A FEE PAYABLE TO MONARCH BAY SECURITIES, LLC, A BROKER-DEALER REGISTERED WITH THE FINANCIAL INDUSTRY REGULATORY

AUTHORITY (“FINRA”), OR ITS AFFILIATES, ASSIGNEES OR DESIGNEES (“MONARCH”), EQUAL TO 1% OF THE CAPITAL RAISED UNDER

THE LOAN OFFERING, AS WELL AS FEES FOR OTHER SERVICES RELATED TO THE PREPARATION OF THE LOAN OFFERING, PAYABLE UPON

THE CLOSING OF THE LOAN OFFERING, AND FROM PROCEEDS OF THE LOAN OFFERING; AND (IV) OTHER COSTS OF THE OFFERING, ALL

PAYABLE AT CLOSING OUT OF PROCEEDS OF THE LOAN. V99 WILL REIMBURSE THE NEW LENDER, ON A MONTHLY BASIS, FOR ALL

ONGOING ORGANIZATIONAL COSTS RELATING TO THE NEW LENDER AND ANY AND ALL LEGAL EXPENSES AND OTHER COSTS

REASONABLY INCURRED BY THE NEW LENDER WITH RESPECT TO THE OFFERING, THE LOAN AND/OR THE NEW LENDER’S

ORGANIZATION AND CONTINUING EXISTENCE. V99 WILL ALSO BE RESPONSIBLE FOR REIMBURSING THE NEW LENDER FOR THE INITIAL

MANAGEMENT SET-UP FEE AND THE MONTHLY MANAGEMENT FEES TO BE PAID BY THE COMPANY TO THE MANAGER AS COMPENSATION

FOR THE MANAGER’S SERVICES TO THE NEW LENDER AS DETAILED IN SECTION 6.04(B) OF THE NEW LENDER’S AGREEMENT, AS WELL

ITS FEES DUE TO MONARCH.

o

EXHIBIT D

The Company Operating Agreement

______________________________________________________________________________ 180443.7/10543-004 Page 1 of 21

OPERATING AGREEMENT OF


THIS OPERATING AGREEMENT (“Agreement”) of Virtua 99th Loan, LLC (the “Company”), is entered into effective as of November ____, 2016, for good and valuable consideration, by and among each of the Persons signing this Agreement as a Member of the Company, and each Person joining in this Agreement as a Manager of the Company. In consideration of the foregoing and of the mutual promises and conditions hereinafter set forth, the parties hereby agree as follows:

ARTICLE I DEFINITIONS

1.01 Definitions. As used in this Agreement, the following terms have the following meanings:

(a) “Act” means the Arizona Limited Liability Company Act, A.R.S. §§ 29-601 through 29-857, as amended from time to time (or any corresponding provisions of succeeding law).

(b) “Borrower” means Virtua 99th, LLC, an Arizona limited liability company, which is (or, at the time of the Company making the Loan (as hereinafter defined) to Borrower, will be) the sole owner of the Property (as hereinafter defined).

(c) “Capital Contribution” means a contribution by a Member to the capital of the Company.

(d) “Class A Membership” means an equity Membership Interest in the Company which entitles the holder to distribution rights and voting rights in the Company.

(e) “Class B Membership” means a non-equity Membership Interest in the Company which has no distribution rights or voting rights in the Company.

(f) “Code” means the Internal Revenue Code of 1986, enacted by Congress in Title 26 of the United States Code, as may be amended from time to time.

(g) “General Interest Rate” means a rate per annum equal to the lesser of (a) 18% per annum, and (b) the maximum rate permitted by applicable law.

(h) “Loan” means that certain loan in the approximate principal amount of $2,250,000, to be made to Borrower by the Company on or about the effective date of this Agreement and for which the Property will be pledged as security in the Company’s favor.

______________________________________________________________________________ 180443.7/10543-004 Page 2 of 21

(i) “Majority Vote” means a vote of the Members adopted by one or more Members who hold an aggregate of at least 51% of the outstanding Membership Interests entitled to vote on the issue.

(j) “Manager” means the Person named in the Company’s Articles (as hereinafter defined) as the manager of the Company, and any successor thereto hereafter appointed as provided by this Agreement, but does not include any Person who has ceased to be a manager of the Company.

(k) “Member” means any Person executing this Agreement as a member of the Company on or about the effective date hereof and/or any other Person hereafter admitted to the Company as a member as provided by this Agreement, but does not include any Person who has ceased to be a member in the Company.

(l) “Membership Interest” means an ownership interest of a Member in the Company (including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve), the percentage of which is set forth after the Member’s name on the Membership Schedule (as hereinafter defined).

(m) “Membership Schedule” means the membership schedule attached to this Agreement as Exhibit “A” (as amended by the Manager from time to time to reflect any transfers permitted under this Agreement), which sets forth the name, address, Capital Contribution amount, the class of Membership Interest, and the percentage of Membership Interest within the respective membership class for each Member of the Company.

(n) “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

(o) “Property” means that certain real property consisting of approximately 58.72 acres of vacant land located at the northwest corner and southwest corner of Encanto Boulevard and 99th Avenue, Avondale, Arizona.

(p) “Treas. Reg.” means a regulation issued by the United States Treasury Department, in effect from time to time.

Other terms defined herein have the meanings so given them.

1.02 Construction. Whenever the context requires, the gender of all words used in the Agreement includes the masculine, feminine, and neuter. Unless expressly stated otherwise, all references to articles and sections refer to articles and sections of this Agreement, and all references to exhibits are to the exhibits attached hereto, each of which is made a part hereof for all purposes.

______________________________________________________________________________ 180443.7/10543-004 Page 3 of 21

ARTICLE II ORGANIZATION

2.01 Formation. The Company has been organized as an Arizona limited liability company by the filing of the Company’s Articles of Organization (the “Articles”) with the Arizona Corporation Commission under and pursuant to the Act.

2.02 Name. The name of the Company is Virtua 99th Loan, LLC, and all Company

business must be conducted in that name or such other names that comply with applicable law as the Members may select from time to time.

2.03 Registered Office, Registered Agent; Principal Office in the United States; Other Offices. The registered office of the Company in the State of Arizona will be the address stated in the Company’s Articles or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Arizona will be the initial registered agent named in the Company’s Articles or such other Person or Persons as the Manager may designate from time to time in the manner provided by law. The principal office of the Company in the United States will be at such place as the Manager may designate from time to time, which need not be in the State of Arizona, and the Company will maintain records there as required by the Act and will keep the street address of such principal office at the registered office of the Company in the State of Arizona. The Company may have such other offices as the Manager may designate from time to time.

2.04 Purpose. The purposes of the Company are to enter into, perform, and carry out contracts and agreements which are necessary, appropriate, or incidental to the accomplishment of the business and purposes of the Company, and to perform all acts necessary or appropriate in connection therewith or reasonably related thereto and to engage in any other lawful activity. The primary business and purpose of the Company is to engage in activities relating to: (i) making the Loan to Borrower; and (ii) obtaining capital in the approximate amount of $2,250,000 (subject to increase or decrease based upon budget factors as determined by the Manager) from investors through a private placement offering (the “Offering”) for the purpose of funding the Company’s Loan to Borrower. The Company, through its duly appointed Manager, is authorized to do any and all acts and things necessary, appropriate, advisable, incidental to, or convenient for the furtherance and accomplishment of its purposes, and for the protection and benefit of the Company.

2.05 Foreign Qualification. Prior to the Company conducting business in any jurisdiction other than Arizona, the Manager may cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Manager, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Manager, each Member will execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with the Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

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2.06 Term. The Company commenced on the date the Articles of Organization of the Company were filed with the Arizona Corporation Commission and will continue in existence in perpetuity or until such earlier time as this Agreement may specify.

2.07 No State-Law Partnership. It is intended that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and state tax purposes, and this Agreement will by virtue of membership in the Company not be construed to suggest otherwise.

2.08 Business Plan. The following business plan is the Company’s tentative business plan, subject to change by the Manager, in the Manager’s discretion and using sound business judgment (but subject to any approval rights reserved to the Members pursuant to this Agreement or by the Act):

(a) Offering. In exchange for Capital Contributions to the Company, the Company will issue Membership Interests in the Company to accepted subscribing investors through the Offering. The Company will use the Capital Contributions received from the Offering to make the Loan to Borrower. In exchange for services rendered in connection with the Offering, the Company will pay to Monarch Bay Securities, LLC, a broker-dealer registered with the Financial Industry Regulatory Authority, or its affiliates, assignees or designees (“Monarch”), a fee equal to 1% of the capital raised under the Offering, as well as fees for other services related to the preparation of this Offering, payable upon the closing of the Offering and from proceeds of the Offering. Any and all of the foregoing fees to Monarch will be deemed earned and immediately due and payable upon the closing of the Offering. The Manager, on behalf of the Company, will cause the preparation of any and all documents necessary or advisable in connection with the Company’s Offering (including, but not limited to, a confidential private placement memorandum, a subscription agreement and documents, investment summaries and brochures, and financial projections), execute and deliver any and all documents relating thereto (including, but not limited to, acceptances of subscription agreements received from subscribing investors), and take any actions as the Manager deems necessary and/or advisable to consummate the Offering.

(b) Loan to Borrower.

(i) The Company will make the Loan to Borrower for its use in acquiring, planning and developing the Property and paying fees and other debt service payments relating to the Property and the Loan. The Loan will be evidenced by certain loan documents (including, but not limited to, a loan agreement, a promissory note, and a deed of trust encumbering the Property) (collectively, the “Loan Documents”), which will include such terms and conditions as the Manager may deem appropriate, including, but not limited to, the Loan will have a one-year loan term (subject, however, to one 90-day extension thereof), be subject to simple interest at the rate of 15% per annum (subject to increase in the event of a default under the Loan), and require monthly interest-only payments with the outstanding balance due upon maturity.

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(ii) Borrower will be responsible for paying, among other charges, (i) a loan origination fee due to Versant Commercial Brokerage, Inc. in an amount equal to 2% of the principal amount of the Loan, (ii) all costs of formation and organization of the Company, (iii) reimbursement to the Company of the fee payable by the Company to Monarch equal to 1% of the capital raised under the Offering, as well as fees for other services related to the preparation of the Offering, payable upon the closing of the Offering and from proceeds of such Offering; and (iv) other costs of the Offering, all payable at closing out of proceeds of the Loan. Borrower will reimburse the Company, on a monthly basis, for all ongoing organizational costs relating to the Company and any and all legal expenses and other costs reasonably incurred by the Company with respect to the Offering, the Loan and/or the Company’s organization and continuing existence. Borrower will also be responsible for reimbursing the Company for the initial management set-up fee and the monthly management fees to be paid by the Company to the Manager as compensation for the Manager’s services to the Company as detailed in Section 6.04(b) of this Agreement, as well as the fees due to Monarch.

(iii) The Manager, on behalf of the Company, will prepare, execute and/or deliver such documents as are necessary or advisable to document the Loan to Borrower (including, but not limited to, the Loan Documents, and any requisite resolutions or consents) upon the terms set forth herein and upon such other and additional terms and the Manager.

2.09 Other Activities and Certain Transactions. The Manager shall devote to the Company such time as is necessary to the proper conduct of the Company's business. The Manager, the Members and their respective affiliates, will at all times be free to engage generally in all aspects of real estate ownership and management, including the purchase, sale, development, construction and management of real estate and the formation of partnerships, joint ventures, other investment programs similar to the Company, or in any other business or venture of every nature and description, even though such activities and organizations may compete or tend to compete with the Company. The Manager and the Members have no duty or obligation to present to the Company any real or personal properties, or opportunities in connection therewith, which they may discover. Neither the Company nor its Members have any right by virtue of this Agreement in or to such other ventures, partnerships or entities or to the income or profits derived therefrom, provided, that this paragraph is not to be construed to either contract or expand the duty of the Manager to the Members or the Company.

ARTICLE III MEMBERSHIP

3.01 Membership.

(a) Initial Members. The Members of the Company are the Persons executing this Agreement as members on or about the effective date hereof, and such Persons are admitted to the Company as members effective contemporaneously with the execution by such Persons of this Agreement and the delivery of such Persons’ Capital Contributions

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to the Company. Following the closing of the Offering and the associated intake of Members to the Company, the Manager will revise the Membership Schedule for the Company to reflect the current state of the Company’s membership, and the Manager will thereafter provide notice to the Members of the updated Membership Schedule.

(b) Classes of Membership.

(i) Class A Membership. In exchange for Class A Membership in the Company, certain Persons will contribute to the Company certain cash. Holders of Class A Membership are Members of the Company entitled to the voting rights and distributions rights described in this Agreement, and will participate in the allocation of losses and gains on account of their equity Membership Interests in the Company.

(ii) Class B Membership. There will be only one holder of the Class B Membership in the Company, and such Person will be the Member of the Company that serves as the Company’s “tax matter partner” (as more particularly identified in Section 8.05 of this Agreement). The holder of the Class B Membership will have no voting rights or distribution rights in the Company, and will receive no allocation of losses or gains on account of its non-equity Membership Interest in the Company.

3.02 Meetings.

(a) There is no requirement that meetings of the Members be held; however, to the extent that the Members convene for a meeting, the Members may hear and vote upon any business as may properly come before the meeting. Meetings may be held in person, by telephone conference or video conference.

(b) Meetings of the Members for any proper purpose or purposes may be called by the Manager or by any Member, provided that no one Member may call for more than one special meeting during any calendar month.

3.03 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by one or more Members who aggregately hold the requisite Membership Interests to carry the vote.

3.04 Voting Rights of the Members.

(a) All actions of the Members will be taken by the Members then entitled to vote as provided in this Article III, as determined by a Majority Vote within each class entitled to vote, except as otherwise provided herein or in the Act.

(b) Members of the Company will have the right to vote to approve only those certain Major Decisions set forth in Section 6.06 of this Agreement, and will have no right to vote to approve any other matter with respect to the Company or otherwise direct

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the business of the Company except as may be otherwise required by the Act. Notwithstanding the foregoing to the contrary, the Class A Membership group will have the right to vote upon any and all Major Decisions impacting the Company, while the Class B Membership group will have no right to vote upon Major Decisions of the Company except to approve any amendment or modification of this Agreement (excluding updates of the Membership Schedule, which are permitted by this Agreement to be made without the need for approval by the Members).

3.05 Restriction on Alienation.

(a) Restriction on Transferability. No Member may sell, assign, transfer, encumber, or otherwise dispose of all or any portion of its Membership Interest in the Company without the prior written consent of the Manager, and only in compliance with applicable federal and state securities laws, rules and regulations.

(b) Endorsement on Membership Certificates. There will be no requirement that the Company issue to the Members certificates representing membership in the Company; however, to the extent any membership certificates are issued by the Company, each such certificate representing Membership Interests of the Company now or hereafter held by the Members will be stamped with a legend in substantially the following form:

The membership interests represented by this certificate are subject to an Operating Agreement dated effective as of November ___, 2016 (the “Agreement”), a copy of which is on file at the principal office of the Company, and said membership interests may not be sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of except in strict accordance with the terms of that Agreement. A copy of said Agreement will be furnished without charge to the holder of this certificate upon receipt by the Company at its principal place of business or registered office of a written request from the holder requesting such a copy.

3.06 Liability to Third Parties. No Member or Manager will be liable for the debts, obligations or liabilities of the Company, including, without limitation, under a judgment, decree or order of a court or other tribunal.

3.07 Withdrawal. A Member does not have the right or power to withdraw from the Company as a member except upon a transfer of its Membership Interest in accordance with Section 3.05 of this Agreement.

3.08 Lack of Authority. No Member (other than a Member who is also Manager or an officer) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company.

3.09 Ownership and Waiver of Partition and Valuation. The Membership Interest of each Member in the Company will be personal property for all purposes. All property and interests in property, real or personal, owned by the Company will be deemed owned (directly or

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indirectly) by the Company as an entity, and no Member, individually, will have any ownership of, or interest in, such property or interest owned by the Company except as a member of the Company. Each Member, on behalf of itself and its successors, representatives, heirs, and assigns hereby waives and releases each and all of the following rights that it has or may have, if any, by virtue of holding Membership Interests in the Company: (i) any right of partition or any right to take any other action that otherwise might be available to such Member for the purpose of severing its relationship with the Company or such Member’s interest in the assets held by the Company from the interest of the other Members; and (ii) any right to valuation and payment with respect to such Member’s Membership Interest or any portion thereof, except to the extent specifically set forth otherwise herein.

3.10 Waiver of Right to Judicial Dissolution. The Members agree that irreparable damage would be done to the good will and reputation of the Company if any Member should bring an action in court to dissolve the Company. Accordingly, except as otherwise set forth in this Agreement, each Member hereby waives and renounces its right to seek a court decree of dissolution or to seek the appointment by a court of a liquidator or receiver for the Company.

3.11 Representations, Warranties and Covenants of Members.

(a) Each Member represents and warrants to the other Members that: (i) all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action and do not require the consent or approval of any third party; (ii) it has all necessary power with respect thereto; (iii) the consummation of such transactions will not (and with the giving of notice or lapse of time or both would not) result in a breach or violation of, or a default or loss of contractual benefits under, its operating agreement, any agreement by which it or any of its properties is bound, or any statute, regulation, order or other law to which it or any of its properties is subject, or give rise to a lien or other encumbrance upon any of its properties or assets; (iv) this Agreement is a valid and binding agreement on the part of such Member, enforceable in accordance with its terms, subject to applicable debtor relief laws; (v) such Member is not a foreign person as that term is defined in Code § 1445; and (vi) as of the date hereof, such Member has no contract, understanding, undertaking, agreement or arrangement of any kind with any Person to sell, transfer or pledge to any Person its Membership Interest or any part thereof.

(b) Each Member further represents and warrants to the other Members that: (i) such Member is acquiring an interest in the Company for its own account, for investment only and not as nominee or agent, and not with a view to the resale or distribution of any part thereof; (ii) such Member can bear the economic risk of its investment in the Company for an indefinite period of time and has adequate means for providing for such Member’s current needs and individual contingencies; (iii) the Membership Interests in the Company are not registered under the Securities Act of 1933, as amended (the “33 Act”), or under any state securities laws, and such investment may not be resold unless subsequently registered or unless an exemption from registration is available, and it does not have the right to require such registration; and (iv) the Member’s knowledge and experience in financial and business matters are such that the Member is capable of evaluating the merits and risk of the investment.

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(c) Each Member represents, warrants and covenants to the other Members that:

(i) It is not now nor will it be at any time during the term of this Agreement a Person with whom a U.S. Person, including a financial institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to specially designated nationals and blocked persons) or otherwise.

(ii) It and no Person who owns a direct interest in such Member is now nor will be at any time during the term of this Agreement a Person with whom a U.S. Person, including a financial institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to specially designated nationals and blocked persons) or otherwise.

(d) Each Member represents, warrants and covenants to the other Members that it has taken, and will continue to take during the term of this Agreement, such measures as are required by law to assure that the funds invested in the Company are derived: (i) from transactions that do not violate U.S. law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under U.S. law or to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated.

(e) Each Member represents, warrants and covenants that it is in, and will be in, compliance with any and all applicable provisions of the Patriot Act of 2001, as amended.

ARTICLE IV CAPITAL CONTRIBUTIONS

4.01 Capital Contributions. The Company is authorized to accept Capital Contributions only as expressly provided for in this Article.

(a) Initial Contributions. Contemporaneously with the execution by such Person of this Agreement and the contribution to the Company of such Person’s applicable cash capital, each such Person will be deemed a Member of the Company and will be entitled to the Membership Interest described for that Member on the Membership Schedule and issued in exchange for the specified consideration provided to the Company as such Member’s Capital Contribution.

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(b) Additional Capital Contributions. The Members will not be required to contribute any additional capital to the Company, and the Members will not have any personal liability for any obligations of the Company.

4.02 Return of Contributions. A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its capital account or its Capital Contributions, except as otherwise provided herein or agreed by the Members. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

4.03 Advances by Members and/or Manager. If the Company does not have sufficient cash to pay its obligations, any Member and/or Manager may agree to advance all or part of the necessary funds to or on behalf of the Company. An advance described in this Section 4.03 constitutes a loan from the Member and/or Manager to the Company, as applicable, and is not a Capital Contribution, and will bear interest at the General Interest Rate from the date of the advance until the date of payment.

4.04 Capital Accounts. A capital account will be established and maintained for each Member. The Member’s capital account (a) will be increased by (i) the amount of money contributed by the Member to the Company, and (ii) allocations to the Member of Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Treas. Reg. 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. 1.704-1(b)(4)(i), and (b) will be decreased by (i) the amount of money distributed to the Member by the Company, (ii) allocations to the Member of expenditures of the Company described in Code § 705(a)(2)(B), and (iii) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Treas. Reg. §1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(ii) above and loss or deduction described in Treas. Reg. §1.704-1(b)(4)(i) or §1.704-1(b)(4)(iii). The Member’s capital accounts also will be maintained and adjusted as permitted by the provisions of Treas. Reg. §1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Member of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. §1.704-1(b)(2)(iv)(g). On the transfer of all or part of a Membership Interest, the capital account of the transferor that is attributable to the transferred Membership Interest or part thereof will carry over to the transferee Member in accordance with the provisions of Treas. Reg. §1.704-1(b)(2)(iv)(1).

4.05 No Interest. Except as otherwise provided herein, no interest will be paid on any Capital Contributions or capital account balance of any Member.

4.06 No Deficit Make-Up. Except as otherwise expressly provided herein, no Member will be obligated to the Company, or any other Member, solely because of a deficit balance in such Member’s capital account nor will any Member be required to restore a negative balance, or make any Capital Contribution to the Company by reason thereof.

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ARTICLE V ALLOCATIONS AND DISTRIBUTIONS

5.01 Allocations.

(a) Except as may be required by Code § 704(c) and Treas. Reg. § 1.704-1(b)(2)(iv)(f)(4), and except as otherwise provided herein, all items of income, gain, loss, deduction, and credit of the Company will be ratably allocated to the Members in proportion to their respective Capital Contributions to the Company.

(b) All items of income, gain, loss, deduction, and credit allocable to any Membership Interest that may have been transferred will be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as owning that Membership Interest, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code § 706 and the regulations thereunder.

5.02 Special Allocations. Should the assets of the Company be sold and should some of the Members of the Company desire to transfer said assets as part of a tax free exchange under the provisions of Code § 1031(a), allocation of taxable “boot” and the taxable gain associated therewith, will be made to those retiring members as provided in Code § 704(b). Further it is the intent of the members that this special allocation have “substantial economic effect” consistent with Treas. Regs. § 1.704-1(b)(2)(iii).

5.03 Distributions.

(a) The Manager will, from time to time as it may deem appropriate in its reasonable judgment, determine to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs (including, without limitation, funds for operating expenses, debt service, acquisitions, and a reasonable contingency reserve). If such an excess exists, the Manager will cause the Company to make distributions to the Class A Membership. To the extent the Class A Membership consists of more than one Member, all distributions made by the Company to such membership class will be distributed pro rata amongst the Members of such class.

(b) From time to time the Manager may also cause property of the Company other than cash to be distributed to the Members, subject to existing liabilities and obligations. Immediately prior to such a distribution, the capital accounts of the Member will be adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).

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ARTICLE VI MANAGEMENT OF COMPANY AFFAIRS; MANAGER

6.01 Management.

(a) General. Management of the Company is vested in one Manager. The Manager will independently have the authority and power to manage the Company, and no third party will be required to obtain the consent or approval of anyone other than the Manager to conduct business with the Company. As provided within this Agreement, the Members will, from time to time, appoint the Manager of the Company, and the Manager will serve in such capacity until its resignation or removal by the Members. The Manager joins in this Agreement to acknowledge it is aware of the contents hereof and to confirm it will act in accordance herewith in discharging its duties as a manager of the Company.

(b) Resignation of Manager. The Manager may resign from its capacity as the

manager of the Company at any time. Such resignation will be made in writing and delivered to the Members, and will take effect at the time specified therein or, if no time is specified, then at the time of its receipt by the Members. The acceptance of a resignation will not be necessary to make it effective, unless otherwise expressly provided in the resignation. In the event any Manager resigns, it may be replaced by an appointment decided by a Majority Vote of the Members.

(c) Removal of Manager. Except as provided otherwise in this Agreement, a

Person may be removed by the Members from its capacity as a Manager of the Company at any time and for any reason upon the Majority Vote of the Members. Any Member who is also a Manager is entitled to cast a vote with regard to the proposed removal. Any vacancy occurring in the Manager will be filled by a Majority Vote of the Members.

6.02 Meetings.

(a) There is no requirement that meetings of the Manager be held; however, to the extent that the Manager convenes for a meeting, the Manager may hear and vote upon any business as may properly come before the meeting.

(b) Any and all meetings of the Manager may be held in person, by telephone conference or by video conference.

6.03 Action by Written Consent. Any action(s) required or permitted to be taken at any meeting of the Manager may be taken without a meeting, prior notice, and/or a vote, if a consent or consents in writing, setting forth the action(s) so taken, will be signed by the Manager.

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6.04 Initial Manager. (a) Appointment. Vantage Point Consulting, LLC, an Arizona limited

liability company (“Vantage”), is appointed by the Members as Manager of the Company.

(b) Compensation to Vantage as Manager. As compensation for services

rendered in the discharge of its duties as the Manager of the Company, Vantage will be paid a one-time management set-up fee of $25,000 and monthly payments thereafter of a management fee equal to $1,000; however, such compensation may be paid to Vantage directly by Borrower. Furthermore, the Company (or Borrower on its behalf) will reimburse Vantage for any expenses and costs incurred by it on behalf of the Company while discharging its duties as the Manager thereof. Notwithstanding the foregoing to the contrary, Vantage may agree, but shall not be obligated, to defer the payment of its fees until such time as the Company has sufficient cash available to pay such fees (whether payment is effectuated through distributions from Borrower, through offerings of membership interests in the Company, or conversion of accounts payable into an equity membership interest in the Company).

6.05 Manager’s Powers. Subject to the Members’ approval of the matters set forth in

Section 6.06 below, the Manager has the exclusive right, power and duty, acting alone, to manage the business and affairs of the Company, with all powers necessary, advisable or convenient to that end. The powers and duties of the Manager include, but are not limited to, the following:

(a) To establish and maintain operating bank accounts and reserves with any

bank for such purposes and in such amounts as the Manager deems appropriate from time-to-time and in his discretion to designate persons to have signature authority on such accounts;

(b) To employ or engage on behalf of the Company such Persons as in the

Manager’s exclusive discretion or judgment may be deemed advisable for the proper operation of the business of the Company;

(c) To make, execute, acknowledge and deliver such certificates, instruments

and documents as may be required by, or may be appropriate under, in connection with the conduct of business by the Company;

(d) To extend the Offering, accept funds from subscribing investors as Capital

Contributions to the Company and issue Membership Interests in the Company to such subscribing investors in connection therewith, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Offering, and to take any and all other actions in connection therewith as the Manager deems necessary or appropriate;

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(e) To make the Loan to Borrower, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Loan and secure repayment thereof (including, but not limited to, the Loan Documents), and to take any and all other actions in connection therewith (including, but not limited to, funding the Loan, recording/filing any and all documents as are necessary or advisable to perfect the Company’s lien interest against the collateral for the Loan, and servicing the Loan) as the Manager deems necessary or appropriate;

(f) Notwithstanding the provisions of Section 2.08(b) of this Agreement to

the contrary, to alter, modify, extend, reduce, settle and/or take any actions to enforce repayment of the Loan, to enter into, execute, acknowledge and deliver all agreements, documents, and instruments with regard thereto, and to take any and all other actions as the Manager deems necessary or appropriate in connection therewith; and

(g) In addition to the specific rights and powers herein granted, to engage in

any activities necessary or incidental to the accomplishment of any of the purposes and business which the Company was formed to conduct.

6.06 Limitations on Power and Authority of the Manager. Notwithstanding anything

contained in Section 6.05 above, the Manager may not cause the Company to do any of the following (collectively, the “Major Decisions”) without first obtaining approval of a Majority Vote of the Class A Membership (unless a greater approval is required by the terms of this Agreement or the provisions of the Act):

(a) Sell or otherwise dispose of the Company’s beneficial interest under the

Loan or any portion thereof; (b) Remove a Person from its capacity as a Manager of the Company; (c) In the event of a vacancy, appoint a Person as a Manager of the Company; (d) File any bankruptcy or other insolvency or reorganization proceeding

involving the Company; (e) Amend this Agreement (except with respect to updates of the Membership

Schedule of the Company, as permitted by this Agreement); or (f) Dissolve, merge, or otherwise alter the organic structure of the Company.

ARTICLE VII

INDEMNIFICATION

7.01 Right to Indemnification. Subject to the limitations and conditions as provided in this Article VII, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil,

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criminal, administrative, arbitration or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Manager or Member of the Company or while a Manager of the Company is or was serving at the request of the Company as a Manager, director, officer, Member, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, membership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise will be indemnified by the Company to the fullest extent permitted by the Act, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this Article VII will continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VII will be deemed contract rights, and no amendment, modification or repeal of this Article VII will have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability.

7.02 Advance Payment. The right to indemnification conferred in this Article VII will include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 7.01 above who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding, will be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he has met the standard of conduct necessary for indemnification under this Article VII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it is ultimately determined that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.

7.03 Indemnification of Officers, Employees and Agents. The Company, by adoption of a resolution of the Members, may indemnify and advance expenses to an officer, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to a Manager or Member under this Article VII; and, the Company may indemnify and advance expenses to Persons who are not or were not Managers, Members, officers, employees or agents of the Company but who are or were serving at the request of the Company as a Manager, director, officer, Member, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, membership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or

______________________________________________________________________________ 180443.7/10543-004 Page 16 of 21

arising out of his status as such a Person to the same extent that it may indemnify and advance expenses to a Manager or Member under this Article VII.

7.04 Appearance as a Witness. Notwithstanding any other provision of this Article VII, the Company may pay or reimburse expenses incurred by a Manager, officer or Member in connection with its appearance as a witness or other participation in a Proceeding at a time when it is not a named defendant or respondent in the Proceeding.

7.05 Non-Exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VII will not be exclusive of any other right which a Manager, Member, or other Person indemnified pursuant to Section 7.03 above may have or hereafter acquire under any law (common or statutory), provision of the Company’s Articles or this Agreement, or the agreement of the Members.

7.06 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a Manager, officer, employee or agent of the Company or is or was serving at the request of the Company as a Manager, director, officer, Member, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article VII.

7.07 Limitations. Notwithstanding any other provision herein, a Person will not be entitled to indemnity nor any other benefits pursuant to Article VII to the extent the Person engages in (i) a breach of the Person’s duty of loyalty to the Company or its Members; (ii) an act or omission not in good faith that constitutes a breach of duty of the Person to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the Person received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Person’s office; or (iv) an act or omission for which the liability of a Manager or Member of the Company is expressly provided by an applicable statute.

7.08 Savings Clause. If this Article VII or any portion thereof becomes invalidated on any ground by any court of competent jurisdiction, then the Company will nevertheless indemnify and hold harmless each Manager or any other Person indemnified pursuant to this Article VII as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

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ARTICLE VIII TAXES

8.01 Tax Returns. The Manager will cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making the elections described in Section 8.02 below.

8.02 Tax Elections. The Company will make the following elections on the appropriate tax returns:

(a) To adopt the calendar year as the Company’s fiscal year;

(b) To adopt the cash method of accounting and to keep the Company’s books and records on that basis;

(c) If a distribution of Company property as described in Code § 734 occurs or if a transfer of a Membership Interest as described in Code § 743 occurs, on written request of any Member, to elect, pursuant to Code § 754, to adjust the basis of Company properties;

(d) To elect to deduct the maximum amount of organizational and start-up expenditures in accordance with Code §§ 709(b) and 195 and to amortize the remainder of such expenditures over 180 months; and

(e) Any other election the Manager may deem appropriate and in the best interests of the Company.

8.03 Limitations. Neither the Company nor any Manager or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Agreement will be construed to sanction or approve such an election.

8.04 Classification of the Company for Tax Purposes. The Members hereby acknowledge their intention that the Company be classified, for federal and state income tax purposes, as a partnership and not as an association taxable as a corporation pursuant to Code § 7701(a)(2) and the regulations promulgated thereunder. Each Member, by its execution or acceptance of this Agreement (i) agrees that the provisions of this Agreement will be applied and construed in a manner to give full force and effect to such intent, and (ii) covenants and agrees that it will file its own federal and state income tax return in a manner that is consistent with tax classification of the Company as a partnership and will not take any action which is inconsistent with such classification.

8.05 Tax Matters Partner. For so long as it is a Member of the Company, Virtua TMP, LLC will act as “Tax Matters Partner” in accordance with Code § 6231, or any successor statute.

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ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

9.01 Maintenance of Books. The Company will keep books and records of accounts and will keep minutes of the proceedings of the Members and the Manager. The books of account for the Company will be maintained on a cash basis in accordance with the terms of the Agreement, except that the capital accounts of the Members will be maintained in accordance with Section 4.04 of this Agreement. The calendar year will be the accounting year of the Company.

9.02 Accounts. The Manager will establish and maintain one or more separate bank and investment accounts and arrangements for Company funds in the Company name with financial institutions and firms that the Manager determines.

ARTICLE X WINDING UP AND TERMINATION

10.01 Winding Up. The Company will dissolve and wind up its affairs on the first to occur of the following:

(a) The expiration of the period fixed for the duration of the Company set forth in the Company’s Articles (if applicable); or

(b) A document executed by all Members which expresses their unanimous desire to wind up the Company; or

(c) The entry of a judgment of dissolution of the Company under Act § 29-785 or an administrative dissolution of the Company under Act § 29-786; or

(d) A Withdrawal Event (as defined in the Act) of the last remaining Member occurs, unless within 90 days all assignees by written consent admit at least one Member to continue the business of the Company.

10.02 Procedures. On dissolution of the Company, the Manager will proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation will be a Company expense. Until final distribution, the Manager will continue to manage the Company with all of the power and authority of the Manager as set forth in this Agreement. The steps to be accomplished by the Manager are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the Manager will cause a proper accounting to be made by the Company’s regularly engaged accountant of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(b) The Manager will pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company or otherwise make adequate provision

______________________________________________________________________________ 180443.7/10543-004 Page 19 of 21

for payment and discharge thereof (including, without limitation, the establishment of a reserve fund for contingent liabilities in such amount and for such term as the Manager may reasonably determine) in the following order of priority:

(i) First, all expenses incurred in liquidation;

(ii) Second, those obligations of the Company to all Persons except for those obligations of the Company to repay advances made by Members pursuant to the terms of this Agreement; and

(iii) Third, those obligations of the Company to repay advances made by Members pursuant to the terms of this Agreement.

(c) All remaining assets of the Company will be distributed to the Members as follows:

(i) The Manager may sell any or all Company assets, including sales

to Members, and any resulting gain or loss from each sale will be computed and allocated to the capital accounts of the Members consistent with Article IV of this Agreement;

(ii) With respect to all Company assets that have not been sold, the fair

market value of such assets will be determined and the capital accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such assets that has not been reflected in the capital accounts previously would be allocated among the Members if there were a taxable disposition of such assets for the fair market value of such assets on the date of distribution consistent with Article IV of this Agreement; and

(iii) Company assets will be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this subparagraph; and those distributions will be made by the end of the taxable year of the Company during which the liquidation of the Company occurs or, if later, 90 days after the date of the liquidation.

All distributions in kind to the Members will be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this subparagraph. The distribution of Company assets to a Member in accordance with the provisions of this subparagraph constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member of its Membership Interest in the Company and all of the Company assets.

______________________________________________________________________________ 180443.7/10543-004 Page 20 of 21

10.03 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in the Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the capital account of any Member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distributions of money pursuant to the Agreement, upon dissolution of the Company such deficit will not be an asset of the Company and such Member will not be obligated to contribute such amount to the Company to bring the balance of such Member’s capital account to zero.

10.04 Articles of Termination. On completion of the winding up procedures described herein, the Company is terminated, and the Manager (or such other Person or Persons as the Act may require or permit) will file Articles of Termination with the Arizona Corporation Commission, cancel any other filings made pursuant to Section 2.05 of this Agreement, and take such other actions as may be necessary to terminate the Company pursuant to the Act.

ARTICLE XI GENERAL PROVISIONS

11.01 Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.

11.02 Entire Agreement. This Agreement constitutes the entire agreement of the Members relating to the Company with respect to the subject matter hereof and supersedes all prior conflicting contracts or agreements with respect to the Company, whether oral or written.

11.03 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

11.04 Amendments or Modification. Except with respect to the Membership Schedule attached hereto, this Agreement may be amended or modified from time to time only following the approval to such amendment or modification by a Majority Vote of the Members (of each membership class), and any such amendment or modification of this Agreement will be made by a written instrument executed by a majority-in-interest of the Members. The Manager may amend the Membership Schedule of the Company as necessary to reflect the intake and/or transfer of membership in the Company as permitted by this Agreement, without the need for approval by the Members.

11.05 Binding Effect. This Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns.

11.06 Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

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ARIZONA, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Company’s Articles, or (b) any mandatory provision of the Act or other Arizona statute, the applicable provision of the Company’s Articles, the Act, or other Arizona statute will control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision will be enforced to the greatest extent permitted by law. Venue for all disputes, actions and litigation arising out of this Agreement or relating to or involving the Company will lie exclusively in Maricopa County, Arizona.

11.07 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

11.08 Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for winding up or termination of the Company or for partition of the property of the Company.

11.09 Counterparts; Copies of Signatures. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts will be construed together and constitute the same instrument. Facsimile copies and electronic copies (e.g. .PDFs) of executed signatures to this Agreement, as well as electronic signatures made in compliance with the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) (e.g. DocuSign), will be accepted with the same force and effect as original signatures to this Agreement.

11.10 Effectiveness. Notwithstanding the effective date of this Agreement (as identified on page 1 hereof) to the contrary, this Agreement will become effective and the Company operated in accordance herewith immediately upon the execution hereof by the Manager and the Class B Membership group, and this Agreement will become effective as to, and binding upon, the remaining Members of the Company upon their respective execution hereof.

[Signatures appear on the following pages.]

Operating Agreement of Virtua 99th Loan, LLC Signature Page

IN WITNESS WHEREOF, the undersigned Manager executed this OPERATING AGREEMENT OF VIRTUA 99TH LOAN, LLC as of the effective date first set forth above.

MANAGER: Vantage Point Consulting, LLC, an Arizona limited liability company By:

Kathleen Robinson, Sole Managing Member

MEMBERS: Virtua TMP, LLC, an Arizona limited liability company By: Virtua Partners LLC, an Arizona limited

liability company, its Managing Member

By: Quynh Palomino, Manager

[The Members’ counterpart signatures continue on the following pages.]

Operating Agreement of Virtua 99th Loan, LLC Exhibit “A”

EXHIBIT “A” TO

OPERATING AGREEMENT OF VIRTUA 99TH LOAN, LLC

Membership Schedule

As of November ___, 2016

Member Name & Address

Capital Contribution

Membership Interest

Membership Class

_________________ _________________ _________________

$_________* ______% Class A

_________________ _________________ _________________

$_________* ______% Class A

_________________ _________________ _________________

$_________* ______% Class A

Virtua TMP, LLC 7600 N. 15th St., Suite 150-19 Phoenix, AZ 85020

$0.00 100% Class B

TOTAL CONTRIBUTIONS: $2,250,000.00*

*This information is subject to adjustment following the closing of the Offering by the Company; an updated final version to be available upon requested to Manager when completed.

EXHIBIT E

Subscription Agreement

Subscription Documents For

Virtua 99th Loan, LLC


SUBSCRIPTION INSTRUCTIONS

We have given you the Company’s Confidential Private Placement Memorandum, Operating Agreement and Subscription Agreement for your review.

All investors must complete and submit an originally executed set of subscription documents, which shall include the following seven items for a complete investor package:

(i) the Subscription Agreement;

(ii) the Accreditation Questionnaire to Prospective Offerees (attached hereto at Schedule A);

(iii) a Counterpart Member Signature Page (attached hereto at Schedule B);

(iv) the Suitability Questionnaire (attached hereto as Schedule C);

(v) the Form W-9 (attached at Schedule D hereto);

(vi) the verifiable and written certification of a party duly authorized to confirm Accredited Investor status per Section 506(c)(ii)(C) of the Securities Act of 1933 as described in Schedule E hereto;

(vii) a copy of government-issued identification for each individual executing these subscription documents (for example: driver’s license, passport or state-issued identification card);

(viii) only for investors that are entities, trusts or IRAs, copies of the organizational documents for such entity or trust investor (for example: certificate of formation, articles of organization/incorporation, certificate of partnership/limited partnership; operating agreement, partnership agreement, bylaws or trust agreement) and documentation identifying the individual who is vested with the authority to execute these subscription documents and to otherwise act on behalf of such entity or trust investor; and

(ix) a check or wire transfer for the amount of the subscription/investment.

The Subscription Agreement, Accreditation Questionnaire and the Suitability Questionnaire may be completed by a duly authorized person (such as an officer) or agent on behalf of the Investor. Any person signing the Subscription Agreement, Accreditation Questionnaire and the Suitability Questionnaire in a representative capacity should type or print on the appropriate signature pages the name of the Investor, the name of the person signing the Subscription Agreement, Accreditation Questionnaire and the Suitability Questionnaire and the capacity in which he or she is signing.

Delivery Instructions

The subscription documents should be executed and delivered to the following address:

Virtua 99th Loan, LLC c/o Versant Commercial Brokerage, Inc. 894 West Washington, 2nd Floor San Diego, California 92103 Attention: Valerie Reid Telephone: (619) 908-1738 E-mail: [email protected]

Wire Instructions

Wire transfers of subscription funds should be sent to the following account:

First Foundation Bank 4510 Executive Drive, Suite 150 San Diego, CA 92121 Account Name: Virtua 99th Loan, LLC ABA/Routing No.: 122287581 Account No.: ________

Please notify Valerie Reid at (619) 908-1738 or [email protected] once funds have been wired.

The Company will hold all subscription funds in its account until accepted for use by the Company. If the subscription is not accepted, the subscription documents shall have no force or effect, and the subscription funds will be promptly returned to you. If the subscription is accepted, a copy of the Acceptance (page 11) signed by the Manager will be returned to you.

Additional Information and Questions

For additional information concerning subscriptions and subscription procedures, prospective investors should contact Valerie Reid.

(Subscription instructions continue on the next page.)

SUBSCRIPTION CHECKLISTS

PLEASE LOCATE THE APPROPRIATE CHECKLIST BELOW FOR YOUR TYPE OF INVESTMENT TO HELP ACCURATELY COMPLETE YOUR SUBSCRIPTION AGREEMENT.

For Vesting as an Individual:


information, date, and sign. Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where

provided for “Individuals”. Pages C-2 through C-4 – Suitability Questionnaire – Complete all questions. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide Page E-2 – Certification of Accredited Investor Status – completed by a current and

verifiably licensed Certified Public Accountant, Attorney, Registered Investment Advisor with the Securities and Exchange Commission, or Registered Broker-Dealer. Persons who are licensed Certified Public Accountants, Attorneys, Registered Investment Advisors with the Securities and Exchange Commission, or Registered Broker Dealers may not self-attest.

Provide a copy of one form of government-issued identification (e.g. driver’s licenses, passport or state-issued identification card).


For Vesting as a Joint Account: *NOTE: Both parties to the Joint Account must co-sign.


information, date, and sign (both parties to the Joint Account must complete and sign on Page A-4). Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where

provided for “Joint Accounts”. Pages C-2 through C-4 – Suitability Questionnaire – Complete all questions. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide Page E-2 – Certification of Accredited Investor Status – completed by a current and

verifiably licensed Certified Public Accountant, Attorney, Registered Investment Advisor with the Securities and Exchange Commission, or Registered Broker-Dealer (must be provided for both parties to the Joint Account). Persons who are licensed Certified Public Accountants, Attorneys, Registered Investment Advisors with the Securities and Exchange Commission, or Registered Broker Dealers may not self-attest.

Provide a copy of one form of government-issued identification for each individual on the joint account (e.g. driver’s licenses, passport or state-issued identification card).


For Vesting as a Corporation:

Page 9 – Insert the amount, date and sign. Pages A-2 and A-3 (Part I of Accreditation Questionnaire) - select next to all that apply Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – answer all questions, date and

sign. Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where


capacity. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Contact the Manager to arrange for the provision of applicable certifications or verification of the

qualification of such Investor as accredited. Provide a copy of one form of government-issued identification for each individual signing

for the corporation (e.g. driver’s licenses, passport or state-issued identification card). Provide copies of the corporation’s organizational documents and documentation evidencing

the signatory’s authority (e.g. articles of incorporation, and any amendments thereto; bylaws, and any amendments thereto; shareholder agreement, and any amendments thereto; and any corporate consent/resolution reflecting authority matters).


For Vesting as a Trust:


applicable for your Trust and as applicable for yourself as an accredited grantor of the Trust) Page A-4 (Part II of Accreditation Questionnaire) – answer all questions as an individual, date and

sign. Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – answer all questions as the

Trust, date and sign. Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where


capacity. Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide Page E-2 – Certification of Accredited Investor Status – completed by a current and

verifiably licensed Certified Public Accountant, Attorney, Registered Investment Advisor with the Securities and Exchange Commission, or Registered Broker-Dealer, or such other certification/verification as may be instructed by the Manager, where applicable (must be provided for each and all grantors of the Trust). Persons or entities who are licensed Certified Public Accountants, Attorneys, Registered Investment Advisors with the Securities and Exchange Commission, or Registered Broker Dealers may not self-attest.

Provide a copy of one form of government-issued identification for each individual signing for the trust (e.g. driver’s licenses, passport or state-issued identification card).

Provide copies of the trust’s organizational documents and documentation evidencing the signatory’s authority (e.g. trust agreement, and any amendments thereto; and any trust certificate reflecting authority matters).


Notwithstanding the foregoing, Investors that are Revocable Trusts in which all of the trust grantors are accredited investors should follow the special instructions in Parts I, II and III of the Suitability Questionnaire for submission of both entity and individual information.

For Vesting as a Partnership, LP, LLP or LLC:


applicable for your Entity and as applicable for yourself as an accredited equity owner of your Entity)

Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – answer all questions as the Entity, date and sign.

Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where provided for “Entities or Trusts”.


Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide a copy of one form of government-issued identification for each individual signing

for the entity (e.g. driver’s licenses, passport or state-issued identification card). Provide copies of the entity’s organizational documents and documentation evidencing the

signatory’s authority. Examples: o For a partnership, LP or LLP: certificate of partnership/LP/LLP, and any amendments thereto;

partnership agreement, and any amendments thereto; and any partnership consent/resolution reflecting authority matters.

o For an LLC: articles of organization, and any amendments thereto; operating agreement, and any amendments thereto; and any company consent/resolution reflecting authority matters.


AND each accredited equity owner must:

Page A-4 (Part II of Accreditation Questionnaire) – answer all questions as an individual, date and sign.

Provide Page E-2 – Certification of Accredited Investor Status – completed by a current and verifiably licensed Certified Public Accountant, Attorney, Registered Investment Advisor with the Securities and Exchange Commission, or Registered Broker-Dealer, or such other certification/verification as may be instructed by the Manager, where applicable. Persons or entities who are licensed Certified Public Accountants, Attorneys, Registered Investment Advisors with the Securities and Exchange Commission, or Registered Broker Dealers may not self-attest.

Provide a copy of one form of government-issued identification for each individual signing as an accredited equity owner (e.g. driver’s licenses, passport or state-issued identification card).

Notwithstanding the foregoing, Investors that are entities in which all equity holders are accredited investors should follow the special instructions in Parts I, II and III of the Suitability Questionnaire for submission of both entity and individual information.

For Vesting as an Individual Retirement Accounts (IRAs): *NOTE: Both the IRA’s Custodian/Trustee and the IRA Participant must co-sign.

Page 10 – IRA Participant to insert the amount, date and sign. IRA Custodian/Trustee to co-sign as acknowledgment of intended investment by IRA.

Page A-2 through A-4 (Parts I and II of Accreditation Questionnaire) – select next to all that apply (as applicable for your IRA and as applicable for yourself as an accredited participant of the IRA).

Pages A-5 through A-8 (Part III of Accreditation Questionnaire) – IRA Participant to answer all questions as the IRA, date and sign.

Page Behind B-1 – Counterpart Member Signature Page – Insert the amount, date and sign where provided for “IRAs”. Both the IRA’s Custodian/Trustee and the IRA Participant must co-sign.


Page Behind D-1 - Tax Form W-9 - (U.S. investors only) – Complete, date and sign. Provide Page E-2 – Certification of Accredited Investor Status – completed by a current and

verifiably licensed Certified Public Accountant, Attorney, Investment Advisor, or Registered Broker-Dealer, or such other certification/verification as may be instructed by the Manager, where applicable. Persons or entities who are licensed Certified Public Accountants, Attorneys, Investment Advisors or Registered Broker Dealers may not self-attest.

Provide a copy of one form of government-issued identification for each individual signing for the IRA and the IRA Participant (e.g. driver’s licenses, passport or state-issued identification card).

Provide copies of the IRA’s organizational documents and documentation evidencing the IRA Custodian’s signatory authority.

Prepare a check or wire transfer for your subscription funds. Notwithstanding the foregoing, Investors that are Individual Retirement Accounts (IRAs) in which all equity holders are accredited investors should follow the special instructions in Parts I, II and III of the Suitability Questionnaire for submission of both entity and individual information.


SUBSCRIPTION AGREEMENT

PLEASE READ CAREFULLY BEFORE SIGNING

ALL SUBSCRIPTIONS ARE SUBJECT TO WRITTEN ACCEPTANCE BY THE MANAGER. ALL INFORMATION REQUIRED TO BE PROVIDED HEREIN BY SUBSCRIBERS FOR DETERMINING PURCHASER QUALIFICATION WILL BE KEPT STRICTLY CONFIDENTIAL.

To: Virtua 99th Loan, LLC c/o Vantage Point Consulting, LLC 17242 W. Watkins St. Goodyear, Arizona 85338 Attention: Kathleen Robinson Ladies and Gentlemen:

1. Subscription for Interests in the Company. The undersigned hereby irrevocably subscribes for the amount of membership interests (“Interests”) set forth on the signature page hereto in Virtua 99th Loan, LLC, an Arizona limited liability company (the “Company”), and is contemporaneously delivering a check (or a wire transfer or other form of payment acceptable to the Manager (as defined below)) for such subscription amount made payable to the Company (the “Capital Contribution”). All subscription funds will be deposited in the Company’s account and be available for use by the Company upon acceptance by the Company of this Subscription Agreement. The undersigned acknowledges that the negotiation, or cashing, of a check tendered for the subscription of Interests in the Company does not constitute the acceptance of such subscription. Notice of acceptance of a subscription will be made only by a written notice from the Manager on behalf of the Company. If this subscription is not accepted, the subscription funds will be returned to the undersigned.

2. Acceptance of Subscription; Operating Agreement. The undersigned agrees that, upon the acceptance of this subscription by Vantage Point Consulting, LLC, an Arizona limited liability company ("Manager"), on behalf of the Company, the undersigned shall become a member in the Company. Accordingly, by execution hereof, the undersigned agrees to be bound by all of the terms and conditions of the Operating Agreement of the Company (as amended or otherwise modified in accordance with its terms, the “Operating Agreement”), a copy of which is being delivered to the undersigned, as if the undersigned’s signature were subscribed to such Operating Agreement. If the undersigned does not sign the Operating Agreement, the undersigned hereby authorizes the Manager as the undersigned’s attorney-in-fact to subscribe his, her or its name to such Operating Agreement or any amendment thereto pursuant to the Power of Attorney set forth herein. It is understood, however, that this subscription is not binding on the Company until the Manager accepts it in writing, which acceptance may be made in the Manager’s sole discretion.

3. Representations and Warranties. To induce the Manager to accept this Subscription Agreement on behalf of the Company, the undersigned hereby represents, warrants and covenants to the Manager and the Company as follows:

A. The undersigned acknowledges that the undersigned has been furnished with the Company’s Confidential Private Offering Memorandum, as supplemented or amended from time to time (the “Memorandum”), which sets forth the relevant terms and conditions of this investment, the Operating Agreement and such other documents, materials and information as the undersigned deems necessary or appropriate for evaluating an investment in the Company. The undersigned confirms that the undersigned carefully has read and understands these materials and has made such further investigation of the Manager as was deemed appropriate to obtain additional information to verify the accuracy of such materials and to evaluate the merits and risks of this investment. The undersigned acknowledges that the undersigned has had the opportunity to ask questions of, and receive answers from, the Manager and persons acting on its and the

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Company’s behalf, concerning the terms and conditions of the offering and the information contained in the offering materials, and all such questions have been answered to the undersigned’s full satisfaction.

B. If the undersigned is an ERISA Investor (as defined below), the undersigned represents and warrants for the benefit of the other members and the Company that, as of the date of the execution and delivery of this Agreement and as of the date of admission of the undersigned to the Company: (i) the undersigned has been informed of and understands the Company’s investment objectives, policies and strategies, (ii) the undersigned has considered whether its investment in the Company is consistent with the provisions of ERISA (as defined below) or other applicable law, (iii) the undersigned has consulted with its own counsel as to the proposed operation of the Company and has not relied on the Manager or its Affiliates or counsel as to whether or not the assets of the Company will be deemed to be plan assets under the Plan Asset Regulations, and (iv) the undersigned has the authority to invest in the Company under the governing documents relating to the undersigned and enter into such agreements and arrangements as are contemplated in the Operating Agreement with respect to the Company. As used herein, “ERISA” means the Employee Retirement Income Security Act of 1974, together with the rules and regulations promulgated thereunder, as amended, and “ERISA Investor” means any investor which is an employee benefit plan subject to Title I of ERISA or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or is a nominee for, or is using the assets of, or is a trust established pursuant to, one or more such employee benefit plans.

C. The undersigned understands that neither the Securities and Exchange Commission nor any other Federal or state agency has recommended, approved or endorsed the purchase of the Interests as an investment or passed on the accuracy or adequacy of the information set forth in the Memorandum or any other Company documents.

D. The undersigned confirms that the undersigned is acquiring the Interests subscribed for herein solely for the undersigned’s own account, for investment, and not with a view to the distribution or resale of such Interests.

E. The undersigned understands that: there are substantial restrictions on the transferability of the Interests; investors in the Company have no rights to require the Interests to be registered under the Act (as defined below) or the securities laws of any state; there will be no public market for the Interests; and it may not be possible for the undersigned to liquidate the undersigned’s investment in the Company, and accordingly, the undersigned may have to hold the Interests, and bear the economic risk of this investment indefinitely.

F. If the undersigned is an individual, the undersigned has the legal capacity and authority to execute, deliver, and perform the undersigned’s obligations under this Subscription Agreement. If the undersigned is a corporation, partnership, trust, or other entity, the person executing this Subscription Agreement has the full power and authority to execute and deliver this Subscription Agreement on behalf of the subscribing entity, and such entity is duly formed and organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and such entity is authorized by its governing documents to execute, deliver, and perform its obligations under this Subscription Agreement and to become a member of the Company.

G. If the undersigned is an entity, it has not been organized for the specific purpose of acquiring the Interests or if it has been organized for the specific purpose of acquiring Interests, each of its beneficial owners is separately accredited as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”).

H. The undersigned understands that the Company is not an investment company based on its reliance on an exclusion from the definition of investment company for issuers, not making or presently proposing to make a public offering of their securities, whose outstanding securities (other than short-term paper) are beneficially owned by no more than 100 persons. Accordingly, the undersigned has furnished to the Manager, to the best of the undersigned’s knowledge and ability, any and all relevant information to assist the Manager in limiting the number of investors to fewer than one hundred beneficial owners within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

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I. If the undersigned is an entity, it represents that it is not itself an entity that would be an investment company but for the exclusions contained in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, or, if it is such an entity, the Company may limit the undersigned’s subscription to less than 10 per centum of the Company’s outstanding voting Interests.

J. The undersigned acknowledges that the Company reserves the right to refuse any transfer of the Interests if the effect of a transfer would cause the Company to be required to register as an investment company under the 1940 Act.

K. If the undersigned is subject to ERISA, in making the proposed investment he is aware of and has taken into consideration the applicable fiduciary standards of conduct under ERISA, including but not limited to the prudence and diversification requirements of Section 404(a)(1) of ERISA.

L. Under penalties of perjury, the undersigned represents, warrants and certifies that the undersigned is not subject to “back up withholding” pursuant to Section 3406 of the Internal Revenue Code of 1986, as amended, and that the undersigned has provided the undersigned’s correct tax identification number below.

M. The undersigned confirms that the undersigned has received no representations, warranties or written communications with respect to the offering of Interests other than those contained in the Memorandum, and in entering into this transaction the undersigned is not relying upon any information other than that contained in the Memorandum and the results of the undersigned’s own independent investigation.

N. The undersigned hereby agrees that this subscription cannot be revoked without the consent of the Manager, and that the representations and warranties set forth in this Subscription Agreement shall survive the acceptance hereof by the Manager.

O. The undersigned acknowledges that the undersigned has been advised to consult with the undersigned’s own attorney regarding legal matters concerning the Company and to consult with the undersigned’s tax advisor regarding the tax consequences of participating in the Company.

4. Anti-Money Laundering Compliance. It is the policy of the Manager and the Company to comply with all anti-money laundering laws and regulations to which the Manager or the Company is or becomes subject in order to prevent, detect and deter money laundering and terrorist financing activities and other similar illegal activities. Accordingly, the undersigned hereby agrees to the following terms set forth in this Section 4.

A. The undersigned represents and warrants that acceptance by the Manager of this Subscription Agreement, together with the acceptance of the appropriate remittance, will not breach any applicable rules and regulations designed to avoid money laundering. Specifically, the undersigned represents and warrants that all evidence of identity provided is genuine and all related information furnished is accurate. The undersigned represents and warrants that the undersigned is subscribing for Interests in the Company for its own account, risk and beneficial interest; the undersigned is not acting as agent, representative, intermediary/nominee, derivatives counterparty or in any similar capacity for any other person; no other person will have a beneficial or economic interest in the Interests; and the undersigned does not have any intention or obligation to sell, distribute, assign or transfer all or a portion of the Interests to any other person.

B. The undersigned represents and warrants that: (i) it is not a Senior Foreign Political Figure1, any member of the Immediate Family of a Senior Foreign Political Figure2, or any Close Associate

1 “Senior Foreign Political Figure” means a current or former senior official in the executive, legislative, administrative, military

or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned commercial enterprise. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure.

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of a Senior Foreign Political Figure3; (ii) it is not resident in, or organized or chartered under the laws of, a jurisdiction that has been designated by the Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act4 as warranting special measures due to money laundering concerns; (iii) its funds do not originate from, nor will they be routed through, an account maintained at a Foreign Shell Bank5, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction6; (iv) it has not been determined to be subject to the prohibitions contained in Presidential Executive Order No. 132247; and (v) it has never been previously indicted for or convicted of any offense against the USA PATRIOT Act.

C. The undersigned acknowledges and agrees that the Company prohibits any investment, directly or indirectly, by or on behalf of the following persons or entities (each, a “Prohibited Investor”): (i) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (“OFAC”); (ii) a Foreign Shell Bank; (iii) a person or entity resident in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction, (iv) a person or entity whose name appears on any other list of prohibited persons and entities as may be mandated by applicable law or regulation; or (v) a person or entity whose name appears on any other list of prohibited persons and entities as may be provided to the undersigned by the Manager. The undersigned represents, warrants and covenants that neither the undersigned, nor any person controlling, controlled by, or under common control with the undersigned, nor any person having a beneficial interest in the undersigned, is a Prohibited Investor, and that the undersigned is not investing and will not invest in the Company on behalf of or for the benefit of any Prohibited Investor. The undersigned agrees to promptly notify the Company and the Manager of any change in information affecting this representation, warranty and covenant. The undersigned acknowledges that if, following its investment in the Company, the Manager reasonably believes that the undersigned is a Prohibited Investor, or has otherwise breached any material representation, warranty or covenant hereunder, the Manager may be obligated to freeze its investment, either by prohibiting additional investments, declining any redemption requests and/or segregating the assets constituting the investment in accordance with applicable regulations, or its investment may immediately be redeemed, and it shall have no claim against the Company, the Manager or their respective principals or affiliates for any form of damages or liabilities as a result of any of the aforementioned actions.

2 The “Immediate Family of a Senior Foreign Political Figure” typically includes a Senior Foreign Political Figure’s parents,

siblings, spouse, children and in-laws.

3 A “Close Associate of a Senior Foreign Political Figure” is a person who is widely and publicly known internationally to maintain an unusually close relationship with a Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure.

4 “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (Pub. L. No. 107-56), as extended and modified.

5 “Foreign Shell Bank” means a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate. “Foreign Bank” means an organization that: (i) is organized under the laws of a foreign country; (ii) engages in the business of banking; (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations; (iv) receives deposits to a substantial extent in the regular course of its business; and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. “Physical Presence” means a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank: (i) employs one or more individuals on a full-time basis; (ii) maintains operating records relating to its banking activities; and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities. “Regulated Affiliate” means a Foreign Shell Bank that: (i) is an affiliate of a depository institution, credit union, or Foreign Bank that maintains a Physical Presence in the United States or a foreign country, as applicable; and (ii) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or Foreign Bank.

6 “Non-Cooperative Jurisdiction” means any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and with which designation the United States representative to the group or organization continues to occur.

7 Executive Order 13224 of September 23, 2001. Blocking Property and Prohibited Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism. Federal Register Vol. 66, No. 186.

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D. The undersigned acknowledges and agrees that any redemption proceeds paid to it will be paid to the same account from which its investment in the Company was originally remitted, unless the Manager, in its sole discretion, agrees otherwise.

E. The undersigned acknowledges and agrees that the Manager may release confidential information about it and, if applicable, any Underlying Investor or beneficial owner thereof, to regulatory, self-regulatory and/or law enforcement authorities, if the Manager, in its sole discretion, determines to do so.

F. The undersigned acknowledges that due to applicable anti-money laundering laws and regulations, the Manager may require further information or representations from the undersigned before the undersigned’s subscription documents can be processed, including, without limitation, further information or representations regarding the identification of the undersigned and the source of its funds. The undersigned agrees to promptly provide any information or representations deemed necessary by the Manager, in its sole discretion, to comply with its anti-money laundering program and related responsibilities from time to time.

G. The undersigned shall hold harmless and indemnify the Manager, the Company and their respective principals and affiliates from and against any loss, damage, expense, liability or reasonable attorneys’ fees arising out of or related to the undersigned’s breach of any term set forth in this Subscription Agreement. The Manager shall not be liable to the undersigned for any disclosure of any information provided by the undersigned to the Manager or the Company if the Manager reasonably believed such disclosure was necessary to comply with anti-money laundering laws and regulations. In the event of delay or failure by the undersigned to produce any information or representations required for verification purposes, the Manager may, until such proper information or representations have been provided, take such actions as it in its sole discretion deems necessary, including, without limitation, refusing to accept the undersigned’s subscription documents and the funds relating thereto.

5. Reliance on Representations and Warranties. The undersigned understands the meaning of the representations and warranties contained in this Subscription Agreement, the Accreditation Questionnaire to Prospective Offerees attached hereto (the “Accreditation Questionnaire”), and the Suitability Questionnaire attached hereto (the “Suitability Questionnaire”) and understands and acknowledges that the Company and the Manager are relying upon the representations and warranties contained in this Subscription Agreement and in the Accreditation Questionnaire in determining whether the offering is eligible for exemption from the registration requirements contained in the Act and in determining whether to accept the subscription tendered hereby. The undersigned represents and warrants that the information contained in this Subscription Agreement, the Accreditation Questionnaire and the Suitability Questionnaire are true and correct as of the date hereof and agrees to notify immediately the Manager of any changes in such information (or, if there have been any changes in the information provided to the Company by the undersigned in either the Accreditation Questionnaire and/or the Suitability Questionnaire since the respective dates such questionnaires were furnished, the undersigned has advised the Company in writing of such changes). The undersigned hereby agrees to indemnify and hold harmless the Company, the members thereof and the Manager from and against any and all losses, damages, expenses, liabilities or reasonable attorneys’ fees (including attorneys’ fees and expenses incurred in a securities or other action in which no judgment in favor of the undersigned is rendered) due to or arising out of a breach of any representation or warranty of the undersigned, whether contained in the Operating Agreement, this Subscription Agreement, the Accreditation Questionnaire or the Suitability Questionnaire. Notwithstanding any of the representations, warranties, acknowledgments or agreements made in this Subscription Agreement, as well as those made in the Accreditation Questionnaire and the Suitability Questionnaire by the undersigned, the undersigned does not thereby or in any other manner waive any rights granted to the undersigned under federal or state securities law.

6. Survival of Representations and Warranties. In the event that this subscription is accepted, the undersigned agrees that the representations, warranties and agreements set forth in this Subscription Agreement, the Accreditation Questionnaire and the Suitability Questionnaire shall survive the acceptance of this subscription.

7. Confidentiality. In connection with the undersigned’s subscription, the undersigned has received and will receive access to certain information which is either non-public or proprietary in nature. The undersigned hereby agrees to treat any Evaluation Material, as defined below, in accordance with the provisions set forth below, acknowledging the confidential and proprietary nature of such Evaluation Material. As used herein, the term

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“Evaluation Material” shall mean the Memorandum, the Operating Agreement and any and all financial, technical, commercial or other information concerning the business and affairs of the Company or the Manager or its affiliates that has been or may hereafter be provided or shown to the undersigned or the undersigned’s employees, representatives or agents (including attorneys and financial advisors) (collectively “Representatives”), irrespective of the form of the communication, by the Company or by its Representatives, and also includes all notes, analyses, compilations, studies or other material prepared by the undersigned or any of the undersigned’s Representatives containing or based, in whole or in part, on any information provided or shown by the Company or by its Representatives. The term “Evaluation Material” does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by the undersigned or any of the undersigned’s Representatives, or (ii) becomes available to the undersigned on a non-confidential basis from a source other than the Company or its Representatives, provided that such source is not bound by a confidentiality agreement with the Company or its Representatives or otherwise prohibited from transmitting the information to the undersigned or any of the undersigned’s Representatives by a contractual, legal or fiduciary obligation.

The undersigned agrees that the Evaluation Material will be kept confidential by the undersigned and the undersigned’s Representatives. The undersigned further agrees that the undersigned and the undersigned’s Representatives will not use any of the Evaluation Material for any reason or purpose other than to evaluate this investment, and shall only be disclosed to (i) those of the undersigned’s Representatives who need to know such information for the purpose of evaluating this investment (it being agreed that the undersigned shall inform such persons of the confidential nature of such information, direct them to treat such information confidentially and be responsible for a breach of the provisions hereof by the undersigned’s representatives), and (ii) such other persons as the Company consents to in writing.

In the event that the undersigned or any of the undersigned’s Representatives are requested or become legally

compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to make any disclosure which is prohibited or otherwise constrained by this Section 7, the undersigned agrees to (i) provide the Company with prompt notice of such request(s) so that it may seek an appropriate protective order or other appropriate remedy, and (ii) cooperate with the Company in its efforts to decline, resist or narrow such requests.

Notwithstanding any other provision of this Subscription Agreement, to the extent disclosure would not

violate federal or state securities or other applicable laws, the undersigned and each of its Representatives is authorized to disclose to any and all persons, without limitation of any kind, the “tax treatment” and the “tax structure” (within the meaning of section 1.6011-4 of the regulations promulgated under the Internal Revenue Code) of the Company and all materials of any kind (including opinions or other tax analyses) that are provided to the undersigned or its Representatives relating to such tax treatment or tax structure, except that, with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the Company as well as other information, this authorization shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Company.

The provisions this Section 7 will survive the acceptance or rejection by the Company of this subscription indefinitely.

8. Assignability. The undersigned agrees not to transfer or assign this Subscription Agreement, or any interest of the undersigned therein. This Subscription Agreement and the representations and warranties contained herein shall be binding upon the heirs, executors, administrators, and other successors of the undersigned and this Subscription Agreement shall inure to the benefit of and be enforceable by the Company. If there is more than one signatory hereto, the obligations, representations, warranties, and agreements of the undersigned are made jointly and severally.

9. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Arizona, without regard to principles of conflicts of law.

10. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, may be amended only by a writing executed by all of the parties, and supersedes any prior agreement between the parties with respect to the subject matter hereof.

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11. Power of Attorney. In connection with the undersigned’s subscription for Interests, the undersigned hereby irrevocably constitutes and appoints the Manager and with full power of substitution, as the undersigned’s true and lawful representative and attorney-in-fact, granting unto such attorney-in-fact full power of substitution and with full power and authority in the undersigned’s name, place and stead to make, execute, acknowledge, deliver, swear to, file and record in all necessary or appropriate places: (a) the Operating Agreement; (b) all other documents, certificates or instruments that the Manager deems appropriate to qualify, continue or terminate the Company as a limited liability company in the jurisdictions in which the Company may conduct business; (c) all instruments that the Manager deems appropriate to reflect a change or modification of the Company in accordance with the terms of the Operating Agreement; (d) all other certificates, documents and instruments with any jurisdiction that the Manager deems appropriate to carry out the business of the Company; (e) Certificates of Assumed Name; and (f) all conveyances and other instruments that the Manager deems appropriate to effect the dissolution and liquidation of the Company.

This Power of Attorney is coupled with an interest, is irrevocable, and shall survive the death, dissolution, incompetence or incapacity of the undersigned or an assignment by the undersigned of the undersigned’s Interests except that where the assignee thereof has been admitted to the Company as a substituted member, this Power of Attorney shall survive such assignment for the sole purpose of enabling the Manager to execute, acknowledge and file any certificate, instrument or document necessary or appropriate to effect such substitution.

[Signature page follows.]

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VIRTUA 99TH LOAN, LLC Subscription Agreement

SIGNATURE PAGE FOR INDIVIDUALS AND JOINT ACCOUNTS

I/we hereby subscribe for $_______________ of membership interests in Virtua 99th Loan, LLC.

____________________________________ _____________________ _________________ Print Name Social Security No. Date of Birth ____________________________________ _____________________ __________________ Print Name Social Security No. Date of Birth ___________________________________ __________________________________________ ___________________________________ __________________________________________ ___________________________________ __________________________________________

Residential Address Mailing Address (if different) Type of Ownership (Initial One) ____ Individual

____ Tenants in Common (Both Parties Sign) ____ Tenants by Entirety (Both Parties Sign)

____ Joint Tenants with Right of Survivorship (Both Parties Sign)

____ Community Property with Right of Survivorship (Both Parties Sign)

_________________________ _____________ __________________________ _____________ Signature Date Signature Date

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SIGNATURE PAGE FOR ENTITIES AND TRUSTS

The undersigned entity hereby subscribes for $____________ of membership interests in Virtua 99th Loan, LLC.

Form of Organization: ___ Partnership, ___ LLC, ___ Corporation, ___ Trust, Other: _____________

Full Name of Entity/Trust: ________________________________________________________________________

Tax I.D. No. _____________________

Address: ____________________________________ ____________________________________ ____________________________________ Attention: ___________________________________ Telephone: ___________________________________ Facsimile: ____________________________________ E-Mail: ______________________________________


Date: _______________________________________


(Signature)



By: (Signature)



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SIGNATURE PAGE FOR IRAS

The undersigned entity hereby subscribes for $_____________ of membership interests in Virtua 99th Loan, LLC.

Form of Organization: Individual Retirement Account (IRA)

Full Name of IRA: ______________________________________________________________________________

Tax I.D. No. _______________________________________

Custodian/Trustee Reference No.

Investment Account No.

Custodian Mailing Address:

Attention @ Custodian:

Custodian Telephone:

Custodian Facsimile:

Custodian E-Mail:


Date: ____________________, 2016

Name of IRA: By:


IRA Participant’s Name (Print):

*Custodian/Trustee should co-sign for Investors that are Individual Retirement Accounts (IRAs).

Signature of IRA Custodian/Trustee

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ACCEPTANCE

The undersigned, as the Manager of Virtua 99th Loan, LLC, hereby accepts the foregoing subscription this ____ day of ____________, 2016, on behalf of itself and on behalf of Virtua 99th Loan, LLC. This subscription shall not be binding until accepted by the Manager and shall become effective as of the date of such acceptance, upon the terms set forth in Sections 1 and 2 of the Subscription Agreement.

MANAGER: VANTAGE POINT CONSULTING, LLC, an Arizona limited liability company By:

Kathleen Robinson, Sole Managing Member

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SCHEDULE A


ACCREDITATION QUESTIONNAIRE TO PROSPECTIVE OFFEREES


The undersigned understands that membership interests (“Interests”) offered by Virtua 99th Loan, LLC (the “Company”) will not be registered under the Securities Act of 1933, as amended (the “Act”), or the laws of any state. The undersigned also understands that in order to ensure that the offering and sale of the Interests are exempt from registration under the Act and state law, the Company and the Manager are required to have reasonable grounds to believe, and must actually believe, after making reasonable inquiry that all Purchasers are able to evaluate the merits and risks of the investment and that all such Purchasers are able to bear the economic risk of the investment.

The undersigned understands that the information supplied in this letter will be disclosed to no one, without the undersigned’s consent, other than (i) Vantage Point Consulting, LLC, an Arizona limited liability company (“Manager”), officers and employees of the Company and Manager and accountants and counsel to the Company and Manager, or (ii) if it is necessary for the Company or Manager to use such information to support the exemption from registration under the Act and state law which it claims for the offering.

BECAUSE THE COMPANY WILL RELY ON THE UNDERSIGNED’S ANSWERS IN ORDER TO COMPLY WITH FEDERAL AND STATE SECURITIES LAWS, IT IS IMPORTANT THAT THE UNDERSIGNED CAREFULLY ANSWER EACH APPLICABLE QUESTION. PURCHASERS MAY BE HELD LIABLE FOR ANY MISSTATEMENT OR OMISSION IN THIS QUESTIONNAIRE.

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PART I - TO BE COMPLETED BY ALL INVESTORS

In order to induce the Company to permit the undersigned to purchase the Interests, the undersigned hereby represents as follows:

1. To ensure that the Interests are sold pursuant to an appropriate exemption from registration under applicable Federal and state securities laws, the undersigned is furnishing certain additional information by checking all boxes below preceding any statement below which is applicable to the undersigned.

The undersigned certifies that the information contained in each of the following checked statements (to be checked by the investor only if applicable) is true and correct and hereby agrees to notify the Manager of any changes which should occur in such information prior to the Manager’s acceptance of any subscription.

A. [___] The undersigned is a natural person whose individual net worth or joint net worth with that person’s spouse as of the date hereof is in excess of $1,000,000 (excluding the value of the undersigned’s primary residence).

B. [___] The undersigned is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has reasonable expectation of reaching the same income level in the current year.

C. [___] The undersigned is a manager, director or executive officer of the Company.

D. [___] The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Interests, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Act.

E. [___] The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), and either:

[__] the investment decision has been 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 adviser, or

[__] the employee benefit plan has total assets in excess of $5,000,000, or

[__] if a self-directed plan, investment decisions are made solely by persons that are accredited investors.

F. [___] The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

G. [___] The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring interests in the Company, with total assets in excess of $5,000,000.

H. [___] The undersigned is a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity.

I. [___] The undersigned is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

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J. [___] The undersigned is an insurance company as defined in Section 2(a)(13) of the Securities Act of 1933.

K. [___] The undersigned is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act.

L. [___] The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

M. [___] The undersigned is a 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 in excess of $5,000,000.

N. [___] The undersigned is an entity in which each of the equity owners are accredited investors as defined in Rule 501(a) of Regulation D.*

*NOTE: For Investors that are Individual Retirement Accounts (IRAs), an IRA is accredited if the participant is accredited. For Investors that are Revocable Trusts, the trust is accredited if each grantor if accredited. IRAs and Revocable Trusts should select option 1N above if the IRA/Revocable Trust meets the foregoing criteria, and must also select either option 1A, 1B or 1C above for the IRA participant or trust grantor, as applicable. Any other entity selecting option 1N above must also select either option 1A, 1B or 1C above for all equity owners of the entity investing.

2. Check the applicable statement below regarding “foreign persons” as such term is defined in Section 1446(e) of the Internal Revenue Code of 1986, as amended:

[___] Under penalties of perjury, the undersigned represents, warrants and certifies that it is a United States citizen.

[___] Under penalties of perjury, the undersigned represents, warrants and certifies that it is a United States permanent resident.

[___] Under penalties of perjury, the undersigned represents, warrants and certifies that it is a foreign person. **Investors selecting this statement must also complete a Supplement of Foreign Investor, which form may be obtained by contacting the Company.

The undersigned will notify the Company within sixty (60) days of a change to its foreign status.

THE UNDERSIGNED ALSO MUST COMPLETE AND SIGN EITHER PART II OR PART III OF THIS ACCREDITATION QUESTIONNAIRE.

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PART II - TO BE COMPLETED BY INDIVIDUAL AND JOINT INVESTORS (INCLUDING, WHEN APPLICABLE, INDIVIDUAL TRUST GRANTORS)

(If subscribing as a Joint Account, each individual on the Joint Account must complete and sign his/her own Part II. Likewise, if subscribing as a Trust and such Trust has multiple trust grantors, each individual trust grantor must complete and sign his/her own Part II.)

In order to induce the Company and the Manager to permit the undersigned to purchase the Interests, I hereby represent as follows:

1. My full name, primary residence address and telephone number are (Required):

Name: ______________________________________________ Address: ____________________________________________ Telephone: __________________________________________ My social security number is: ___________________________ My Email address is:___________________________________

2. My employer's name, business address and telephone number are (Required):

Firm Name: __________________________________________ Address: ____________________________________________ Telephone: __________________________________________ Nature of business: ___________________________________

3. For the purpose of complying with certain state securities laws, the following information is required.

In which State(s) do you file income tax returns? ____________________________________________

In which State do you hold a valid driver’s license? ____________________________________________

In which State are you registered to vote? ___________________________________________________

4. I represent and warrant that the information contained in this Accreditation Questionnaire letter is complete,

true and correct, and that I will notify the Company immediately of any material change in any statement made herein occurring prior to my receipt of the Company’s acceptance of my subscription.

Dated: _______________, 2016 _________________________________________ Investor’s Signature _________________________________________ Print or Type Name of Investor

A-5

PART III - TO BE COMPLETED BY ENTITIES, TRUSTS AND IRAS

1. Name of Entity/Trust/IRA Investor: __________________________________________________________ _______________________________________________________________________________________

2. (a) Address of the Investor (principal place of business):______________________________________ ________________________________________________________________________________

(b) Is the Investor’s principal place of business located, or does the Investor have substantial amounts of assets, in any other state(s)? ____ Yes ____ No. If “Yes”, which state(s)? ____________________ ________________________________________________________________________________

(c) Telephone and facsimile (if any) number of the Investor:

Telephone: __________________

Facsimile: __________________

E-Mail Address: __________________ 3. The Investor is (check appropriate type and give the requested information):

____ Corporation (State and approximate date of incorporation: ___________)

____ Partnership (State and approximate date on which original certificate was filed or date of partnership agreement if filing not required): __________________________________________________

____ Limited Liability Company (State and approximate date on which original articles or certificate was

filed): _____________________________________________________________________

____ Trust (State and date of Trust Agreement: _____________________)

____ Individual Retirement Account (Date of Formation: __________________________) ____ Other (Describe: ______________________________________________)

4. Taxpayer Identification Number of the Investor: ___________________

5. What are the approximate total assets and net worth of the Investor as of the date hereof?

Total Assets $_________________________ Net Worth $_________________________

6. Please provide the appropriate information for the Investor’s type of organization. If the Investor is: a partnership, state the name and state of residence of each general partner; or a limited liability company, state the name and state of residence of each manager (or if no manager,

each member); or a corporation, state the name and state of residence of each director, executive officer and over 10%

stockholder, and provide the number of stockholders in such corporation; or a trust, state the name and state of residence of each trustee and the principal beneficiaries, and state if

the trust is revocable or irrevocable; or an estate, state the names and states of residence of each executor or administrator and principal

beneficiaries; or an individual retirement account (IRA), state the name of the custodian/trustee and the name and

residence of the participant.

_______________________________________________________________________________________

_______________________________________________________________________________________

_______________________________________________________________________________________

A-6

7. State the nature of the Investor’s business during the last 10 years and the Investor’s present and proposed

business:

_______________________________________________________________________________________ _______________________________________________________________________________________

8. (a) Was the Investor organized for the primary purpose of acquiring the Interests? ____Yes ____No.

If “Yes”, please explain. ________________________________________________________________________________________________________________________________________________________________

(b) Does the amount of the Investor’s subscription for Interests in the Company exceed 40% of the total

assets of the Investor (or if the Investor is a partnership or LLC, the total committed capital of such partnership or LLC)? ____Yes ____No. ________________________________________________________________________________________________________________________________________________________________

(c) If “Yes” to either question 8(a) or 8(b) above, the Investor certifies that it has an active investment

program and that the approximate percentage of the total assets of the Investor (or, if the Investor is a partnership, the total committed capital of such partnership) that will be devoted to making an investment in the Company is:

Less than 10% __________ 10% - 20% __________ 21% - 30% __________ 31% to 40% __________ Greater than 40% __________

(d) Were the securities of or interests in the Investor sold by way of a registered public offering or an

unregistered private placement? ____ Yes, by registered public offering. ____ Yes, by unregistered private placement. ____ No.

9. (a) Provide the number of Beneficial Owners in the Investor.__________________________________

(b) Provide a breakdown of the number of each of the following types of Beneficial Owners in the Investor, and if a Beneficial Owner is a corporation, partnership, LLC, trust, or other entity, provide the number of shareholders, partners, members, beneficiaries, or other equity or beneficial owners of each such Beneficial Owner.

If entity is a Number of Beneficial Owner,

Type of such Beneficial number of its Beneficial Owner Owners Beneficial Owners

Individual _______________ N/A

Corporation _______________ _______________

Partnership _______________ _______________

Trust _______________ _______________

Limited Liability Company _______________ _______________

Other entities _______________ _______________ (describe) _______________ _______________ _______________

A-7

10. If the Investor is a partnership or limited liability company, is the investment in Interests being participated in by the partners or members of the Investor in substantially the same proportions as prior investments made by the Investor? ______ Yes _____ No _____ Not applicable. If “No,” please explain. ________________ _______________________________________________________________________________________

11. Is the Investor engaged, or has the Investor ever held itself out or does the Investor presently hold itself out or anticipate holding itself out to the Beneficial Owners or the public as being engaged, or does the Investor anticipate engaging, in the business of investing, reinvesting, owning, holding, or trading in securities?

_____ Yes. ______ No. If “Yes,” give details. 12. Is the Investor a corporate pension, stock bonus or profit-sharing plan, “simplified employee pension plan,”

so-called “Keogh” plan for self-employed individuals, individual retirement account, welfare benefit plan (such as a medical plan, death benefit plan or prepaid legal services plan), governmental plan, church plan, or any entity whose underlying assets are considered to be plan assets by reason of any investment in the entity, or otherwise a “benefit plan investor” within the meaning of 29 C.F.R. Section 2510.3-101(h)(2) (the Department of Labor plan asset regulations)?

_____ Yes _____ No If “Yes,” is the Investor subject to “participant-directed” or “self-directed” investments? _____ Yes _____ No If “Yes,” check the statement below, if applicable:

[___] If any participant in the Investor is permitted to direct the investment of its assets, then (a) the investment in the Company will be made as part of a generic investment option made available by Investor; (b) the decision to invest assets of the generic investment option will be made without direction from or consultation with the participant; (c) immediately following the investment in the Company, such investment will constitute less than 50% of the assets of the generic investment option; and (d) no representation has been or will be made to the participant that any specific portion of the generic investment option will be invested in the Company or that assets will continue to be invested in the Company, and any materials regarding the Company provided to the participant will contain a disclaimer to such effect.

13. Is the Investor a registered investment company under the Investment Company Act of 1940, as amended (“1940 Act”)? ________ Yes ______ No

14. Does the Investor rely on the exemptions from registration under the 1940 Act contained in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act?

______ Yes. ______ No. If “Yes,” contact the Manager. 15. The Investor represents and warrants that the information contained in this Accreditation Questionnaire is

complete, true and correct, and that it will notify the Company immediately of any material change in any statement made herein occurring prior to its receipt of the Company’s acceptance of its subscription.

*NOTE: If the Investor is an Individual Retirement Account (IRA), Part II of this Accreditation Questionnaire should also be filled out by the individual qualified as the participant in such IRA. If the Investor is a revocable trust, Part II of this Accreditation Questionnaire should also be filled out for each grantor of the trust. If the Investor is any other entity in which all equity owners are accredited, Part II of this Accreditation Questionnaire should also be filled out for each such equity owner.

[signature page follows]

A-8

Date: ____________________, 2016.

ENTITY/TRUST INVESTOR:


(Signature)



By: (Signature)



IRA / SELF-DIRECTED IRA INVESTOR: Name of IRA: By:



B-1

SCHEDULE B

Signature Page to Operating Agreement

See Attached.


Counterpart Member Signature Page The undersigned Member hereby executes the Operating Agreement of Virtua 99th Loan, LLC, an Arizona limited liability company, dated effective as of _____________, 2016, and hereby authorizes this signature page to be attached as a counterpart to such document. Dated as of _________________, 2016. Amount of Subscription for Interests: $ SIGNATURE BLOCK FOR INDIVIDUALS:









By: (Signature)



By: (Signature)









C-1

SCHEDULE C


SUITABILITY QUESTIONNAIRE


The undersigned understands that the information supplied in this questionnaire will be disclosed to no one, without the undersigned’s consent, other than (i) Vantage Point Consulting, LLC, an Arizona limited liability company (“Manager”), officers and employees of the Company and Manager and accountants and counsel to the Company and Manager, or (ii) if it is necessary for the Company or Manager to use such information to support the exemption from registration under the Act and state law which it claims for the offering.

BECAUSE THE COMPANY WILL RELY ON THE RESPONDENT’S ANSWERS IN ORDER TO COMPLY WITH FEDERAL AND STATE SECURITIES LAWS, IT IS IMPORTANT THAT THE UNDERSIGNED INVESTOR CAREFULLY ANSWER EACH APPLICABLE QUESTION. PURCHASERS MAY BE HELD LIABLE FOR ANY MISSTATEMENT OR OMISSION IN THIS QUESTIONNAIRE.

C-2

TO BE COMPLETED BY ALL INVESTORS (Each responding individual must complete his/her own Suitability Questionnaire)

Name of Individual Investor OR Name of Person Answering Questions on behalf of an Entity/Trust/IRA Investor: A. Please list all of the educational institutions you have attended (including colleges, and specialized training schools) and indicate the dates attended and the degree(s) obtained from each (if any). From To Institution Degree

B. Please provide the following information concerning your business experience:

B-1. Indicate your principal business experience or other occupations during the last ten years. (Please list your present, or most recent, position first and the others in reverse chronological order.)

Name and Address From To of Employer Position

B-2. Describe, in greater detail, your present or most recent business or occupation, as listed in your

answer to Question B-1. Please indicate such information as the nature of your employment, the principal business of your employer, the principal activities under your management or supervision and the scope (e.g., dollar volume, industry rank, etc.) of such activities.

B-3. Describe any significant business you engage in or intend to engage in other than as specified above.

C. Please provide the following information concerning your financial experience:

C-1. Indicate by check mark which of the following categories best describes the extent of your prior experience in the areas of investment listed below:

Substantial Limited No Experience Experience Experience

Stock & Bonds Penny Stocks

C-3

Government Securities Municipal (tax-exempt) Securities Stock options

Commodities Real estate programs

Securities for which no market exists

Limited partnerships (tax deferred) Investments generally

C-2. For those investments for which you indicated “substantial experience” above, please answer the

following additional questions by checking the appropriate box:

(a) Do you make your own investment decisions with respect to such investments? (Please check the appropriate box with respect to your involvement in making investment decisions).

Always Usually (i.e. most often) Frequently (i.e. regularly) Rarely

(b) What are your principal sources of investment knowledge or advice? (You may check more than one.)

First-hand experience with industry Financial publication(s) Trade or industry publication(s) Banker(s) Broker(s) Investment Adviser(s) Attorney(s) Accountant(s)

C-3. Indicate by check mark whether you maintain any of the following types of accounts over which you, rather than a third party, exercise investment discretion, and the length of time you have maintained each type of account.

Securities (cash) ____ ____ Number of years Yes No

Securities (margin) ____ ____ Number of years Yes No

Commodities ____ ____ Number of years Yes No

C-4

C-4. Risk Exposure:

Speculative Aggressive Moderate Low

C-5. Please provide in the space below any additional information which would indicate that you have

sufficient knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of investing in restricted securities of private or thinly traded enterprise.

D-1

SCHEDULE D

Taxpayer Identification Number and Certification

U.S. Investors Only

Each subscriber that is a U.S. person, e.g., a U.S. citizen or resident, a partnership organized under U.S. law, a corporation organized under U.S. law, a limited liability company organized under U.S. law, or an estate or trust (other than a foreign estate or trust whose income from sources without the U.S. is not includible in the beneficiaries’ gross income), must provide the Company with its taxpayer identification number on a signed IRS form W-9. This form is necessary for the Company to comply with its tax filing obligations and to establish that the Subscriber is not subject to certain withholding tax obligations applicable to non-U.S. persons. The enclosed form contains detailed instructions for furnishing this information. The completed form W-9 should be returned to the Company; do not send it to the IRS.

E-1

SCHEDULE E

Certification of Accredited Investor Status or Provision of Verifying Financial Information

To subscribe for Interests, an Investor will be required to deliver to the Company along with this Subscription Agreement and Accreditation Questionnaire the below form of certification and agrees to provide to the Company such additional information as may be reasonably requested by the Company to enable it to satisfy itself as to the knowledge and experience of the undersigned's ability to bear the economic risk of an investment in the Interests:

1. For Individuals. Individuals (including all individuals investing in joint accounts and all individuals submitting documentation as participants in IRA Investors, as grantors of revocable trust Investors, or as equity owners in entity Investors in which all equity owners are accredited) must submit the Certification of Accredited Investor Status attached hereto at page E-2 from one of the following persons or entities:

(i) A registered broker-dealer;

(ii) An investment adviser registered with the Securities and Exchange Commission;

(iii) A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law (but excluding any attorney currently or formerly representing the Manager or Company);

(iv) A certified public accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office; or


2. For Entities, Trusts or IRAs. If the Investor is an IRA, Revocable Trust or other entity in which the respective IRA participant, trust grantors or equity owners are accredited, each such individual (i.e. the IRA participant, trust grantor or equity owner) should submit the Certification of Accredited Investor Status required in Part 1 of this Schedule E. For all other entities that are Investors, the person with control of such entities should contact the Manager to arrange for the provision of applicable certifications or verification of the qualification of such Investor as accredited.

E-2

CERTIFICATION OF ACCREDITED INVESTOR STATUS

The undersigned, in his or her capacity as a currently licensed Certified Public Accountant, attorney, registered investment adviser, or registered broker-dealer to _____________________________________________ ("Investor"), does hereby certify to Virtua 99th Loan, LLC, an Arizona limited liability company (the "Company"), that (a) the undersigned has taken reasonable steps within the last three (3) months to verify that the Investor is an accredited investor pursuant to the definition of "accredited investor" contained in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and (b) the undersigned determined that Investor is an accredited investor as of the date of completion of such verification. The undersigned further certifies to the Company that the undersigned serves in one of the following capacities for the Investor:

(i) A registered broker-dealer for Investor;

(ii) An investment adviser for Investor that is registered with the Securities and Exchange Commission;

(iii) A licensed attorney who Investor has engaged to represent Investor who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law (but not an attorney that now or in the past represents the Company or Vantage Point Consulting, LLC or any principal thereof);

(iv) A certified public accountant for Investor who is duly registered and in good standing under the laws of the place of his or her residence or principal office; or


The undersigned acknowledges that (a) the Company will rely on the foregoing certification for an exemption from registration of securities issued by the Company pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act, (b) that the foregoing certification is being provided to the Company by Investor in lieu of providing personal financial information of Investor, and (c) the Company may choose to forego seeking additional personal financial information from Investor in reliance on the certification from the undersigned. The foregoing certification is provided by the undersigned as of this _____ day of ______________, 2016. Signature:

Printed Name:

Title, Licensing Jurisdiction and License Number: ______________________________________________________

(Attorneys and CPAs, please provide State and License Number.) (Registered Broker Dealers and Investment Advisors, please provide CRD Number.)

SUBSCRIPTIONS ATTESTED TO BY PERSONS WITHOUT VERIFIABLE LICENSURE WILL BE RETURNED TO THE INVESTOR. ATTESTATIONS COMPLY WITH THE SAFE HARBOR PROVISIONS OF RULE 506(c) FOR NO MORE THAN NINETY (90) DAYS FROM THE DATE OF SIGNATURE.

Address:

Phone:

Email:

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