CONFIDENTIAL

PRIVATE PLACEMENT MEMORANDUM for the Purchase of Membership Interests in

RD Northern Equities LLC, a New York Limited Liability Company For the Acquisition of

The Standard Motor Products Building 37-18 Northern Boulevard

Long Island City, New York

INVESTOR EQUITY: $1,600,000 64 UNITS AT $25,000 PER UNIT

STANDARD MOTOR PRODUCTS BUILDING 301,000 SQUARE FOOT COMMERCIAL LOFT BUILDING

ACUMEN CAPITAL PARTNERS LLC 37-18 Northern Boulevard, Suite 300

Long Island City, NY 11101

May 1, 2008

LOCATION MAP

THE STANDARD MOTOR PRODUCTS BUILDING 37-18 NORTHERN BOULEVARD

LONG ISLAND CITY, NEW YORK

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EXTERIOR PHOTO

NORTHERN VIEW OF THE PROPERTY

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INTERIOR PHOTO

TYPICAL RENTABLE SPACE AT THE PROPERTY

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RENDERING

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Economic Summary

Building Name: Standard Motor Products Building Address: 37-18 Northern Boulevard City/State: Long Island City, New York Square Footage: 301,000 approximate Current Occupancy: 100% Price: $40,600,000 Price Per Sq. Ft.: $134.88 Going in Cap Rate: 5.31% Average in Place Rents: $11.05 per sq. ft. Market Rents: $23 - $25 per sq. ft. Pro forma Rents: Approximately 85% of Market Rents Business Plan: 1) Renovate the property

2) Lease the property at pro forma rents as current leases expire 3) Sell or Refinance the Asset

Estimated Cap in Exit Yr: 11.65% Equity Sought: $1,600,000 Project IRR: 20.61% IRR to Investors: 14.20%

VIEW FROM THE ROOF OF THE PROPERTY

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INVESTMENT OPPORTUNITY The following is an offering for membership interests in RD Northern Equities LLC (the “Company”). Such offering pertains to the acquisition, financing and ownership of the approximately 301,000 square foot commercial loft building, known as the Standard Motor Products Building, located at 37-18 Northern Boulevard, Long Island City 11101 (the “Property”). The Property will be owned in a Joint Venture, in which the Company will be a joint venture partner. The other Joint Venture Partner will be J.P. Morgan Asset Management (“JPM”). The closing of the acquisition of the Property is estimated to occur on March 14, 2008 for a purchase price of $40,600,000. JPM has made a commitment to contribute 90% of the equity (estimated at $14,400,000) required for the acquisition and renovation of the Property. The total amount of investment capital sought through this offering is $1,600,000. BUSINESS PLAN The business plan for the Company is to renovate the Property, lease the space in the building at market rents as the current below market leases expire, and capitalize on the enhanced value of the asset by either selling or refinancing the Property. The Company believes that it has taken advantage of an opportunity to acquire a property with a solid anchor tenant, situated in a highly desirable infill location in a strong New York City submarket, with in-place rents that are significantly below current market rates, and at a favorable price ($134.88 per square foot) which is at a substantial discount to replacement cost. The seller of the Property, Standard Motor Products, Inc. (“SMP”), will lease back 222,000 square feet at closing, until the finalization of their plans to relocate their manufacturing operations abroad and reconfigure their office space at the Property. SMP will have 6 – 18 months to relocate their manufacturing after which they will vacate approximately 129,000 square feet, and retain approximately 93,000 square feet of office space for their corporate headquarters on a 10 year term. The rent for the manufacturing space and the office space will be at $9 per square foot and $17 per square foot respectively. The short term lease of the manufacturing space to SMP is anticipated to provide cash flow during renovations to the Property as well as time to market the space which will be vacated by SMP to new tenants at significantly higher rents. The Company plans to complete major capital improvements to the Property including new windows, exterior lighting and signage; elevator, electrical and building systems upgrades; lobby renovations, and the creation of modern common corridors. Comparable properties in the area which have undergone similar renovations have been rented at rates of $23 - $27 per square foot. In addition to SMP, the Property is leased to 4 other Tenant’s who occupy 79,000 square feet under below market leases all of which expire within the next 3 years. Current in place rents at the Property are approximately $11.05 per square foot modified gross. The Company foresees strong demand for the Property due to the increasing development of luxury residential units in Long Island City, the reduction of office and industrial space in Brooklyn and Queens due to residential conversion, the soaring commercial rents in Manhattan, the current low vacancy in Long Island City, and the success of similar projects in the marketplace completed by the Co-Managers and other property owners. The renovations and re-leasing of the Property, which are estimated to be completed in 30 – 36 months, are anticipated to substantially enhance the value of the Property. Upon completion of the renovations and releasing of the Property, the Company intends to sell the Property to capitalize on the additional value created. This offering sets forth two financial forecasts based on several assumptions. Financial Forecast “A” assumes the Company is able to sell the Property at the end of Year 4 of operation. If the Company is unable to sell the Property at the end of

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Year 4 at a favorable price, as an alternative, the Company will attempt to refinance the Loan on the Property. A Financial Forecast “B” has been created in which it is assumed the Company refinances the Property at the end of Year 4, and continues to operate the Property for a 10 year period. PROPERTY DESCRIPTION The Property is a 100% occupied, approximately 301,000 square foot commercial loft building located at 37-18 Northern Boulevard, in Long Island City, New York. The Property was constructed in 1919 and is seven stories with approximately 43,000 square foot floor plates, occupying a full city block situated on a .992 acre lot. The construction consists of concrete block walls, concrete columns and concrete floors. The facades are designed in a traditional industrial style, with painted concrete exterior framing members, painted stucco installed over brick veneer infill, with steel-framed glazing systems with fiberglass translucent panels, and operable windows. There is one 3,500 lb capacity Otis passenger elevator, and two 8,000 lb capacity Otis freight elevators. In 2001 a new acrylic polyurethane roofing system was installed over the existing low-slope roof, which is under a 10-year warranty. The interior of the buildings are arranged with largely open plan with some office areas. The majority of the building has ceiling heights of 13 - 14 feet. LOCATION The Property is located on Northern Boulevard, a major retail and commercial thoroughfare, between Standard Lane and 39th Streets (39th Street turns into Steinway Street), in Long Island City, New York, less than 2 miles from Manhattan. Local surface arteries, interstate and state highway systems provide excellent access to the Property, making it an attractive location for various types of businesses. The Property is located within one mile of the Long Island Expressway (I-495) which runs in an east-west direction, 1.5 miles of the Brooklyn-Queens Expressway (I-278) which runs primarily in a north-south direction, and less than one mile from the entrance of the Queensboro Bridge which provides direct access to Midtown Manhattan. Long Island City is the western-most neighborhood of the borough of Queens in New York City. It is bounded on the north and west by the East River; on the east by Hazen Street, 49th Street, and New Calvary Cemetery, and on the south by Newtown Creek which separates Queens from Greenpoint, Brooklyn. It remains the largest neighborhood in Queens Borough and in recent years has developed into an increasingly popular place of residence for commuters working in Manhattan. Because of this newfound reputation, the neighborhood has started to attract a number of real estate development projects. New York City had committed to the continuation of the transformation of Long Island City into the 4th Central Business District of the City (the other 3 being, Midtown & Downtown Manhattan, and Downtown Brooklyn). The City of New York and the Federal government have dedicated almost $50 million in infrastructure investment to Long Island City. Queens Plaza, a primary entry point to LIC and all of Queens, will be transformed into a dynamic and inviting gateway. In addition, Jackson Avenue (which turns into Northern Boulevard at Queens Boulevard), the district’s central spine, will be recreated as a major boulevard. Open spaces will be redesigned and basic improvements such as new sidewalks, tree planting and lighting are planned for secondary streets throughout the district. “Long Island City is one of our greatest opportunities for growth. With 37 blocks of newly rezoned land directly across from Midtown Manhattan, Long Island City is an ideal location to provide capacity for New York City's growing demand for affordable office space. Our significant public investments are encouraging commercial and residential development

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throughout the area and serve as a prime example of this Administration’s commitment to supporting growth and creating jobs in all five boroughs.” - Michael R. Bloomberg, Mayor, New York City) The Long Island City story continues to evolve, supporting a strong past while simultaneously responding to the quickly changing economy. With manufacturing still providing an important foundation of jobs and economic stability for the community, Long Island City has seen a growing arts and cultural movement take root. This tradition is anchored by larger institutions such as PS 1, the Isamu Noguchi Museum, the American Museum of the Moving Image, and Socrates Park, Fisher Landau Center for Art, Holocenter Center for the Holographic Arts, Sculpture Center, and temporary facilities for The Museum of Modern Art (MOMA) and the Museum for African Art. It is supplemented by a number of smaller galleries, studios, a thriving community of individual artists, and businesses serving the creative and entertainment industries. Silvercup and Kaufman-Astoria Studios have grown extensively, representing a thriving film and television production presence in Long Island City. A major residential, commercial, and retail development is in the process of being built on the East River in the district's southwestern corner called Queens West. According to projections, Queens West will provide 74 acres of mixed use, with potential build-out estimates consisting of three distinct neighborhoods in four development stages. The Property’s location is ideal for Public transportation, with the R line (access to Queens, Manhattan, and Brooklyn), the G line (access to Queens and Brooklyn), and the V line (access to Queens and Manhattan) all located within .1 mile (less than 1/2 block) of the Property entrance. Long Island City is further served by the New York City Subway 7, E, F, N, and W trains (five minute commute to Midtown Manhattan). Additional transportation options include numerous surface bus routes and access to the Long Island Rail Road and the NY Water Taxi commuter ferry service. LONG ISLAND CITY OFFICE MARKET OVERVIEW The Long Island City and Queens Office markets consist mainly of Class B and C professional spaces which are primarily located above retail stores or exist as converted lofts. These offices are often in converted apartments that limit options for companies to physically grow. These low-rise facilities are over 40-50 years old and offer small floor plates with limited-to-no amenities. Average Long Island City office market rents for comparable properties are in the range of $23-$25 per square foot. For figures relating to the first half of 2007, average rent in Queens for Class A space was $31.17 per square foot with a 6.5% vacancy rate. Rents in Queens have been rising in the past few years, with Class A rent in 2004 averaging $28 per square foot. Overall vacancy rates in Queens fell from 7.1% to 6.5% quarter-to-quarter and from 10.2% one year ago. Low vacancy and high demand has sent Manhattan office rents skyrocketing (increased by 30% in 2006 and 26% in 2007). This has resulted in more office tenants relocating into the outer boroughs. Current industries relocating into the market include entertainment-oriented firms, financial service companies – specifically back office and support staff, high-end jewelry manufacturers, distributors from Manhattan's famed Diamond District, architectural firms, tenants that require impressive showroom space, and non-profit organizations.

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RELOCATION AND EMPLOYMENT ASSISTANCE PROGRAM (REAP) The Property is eligible for the Relocation and Employment Assistance Program (REAP) which provides tax credits for businesses that relocate from outside of New York City or from Manhattan below 96th Street to eligible buildings in either Manhattan above 96th Street or to Brooklyn, Queens, Staten Island, or the Bronx. Provided certain criteria are met, a tenant will receive an annual $3,000 tax credit for each employee relocated to the Property for 12 years. As an example, assume a 2,000 square foot tenant has 4 employees relocating; the annual credit will be $12,000 per year, which equates to $6.00 per square feet in credits. The company plans to market the Property to Manhattan firms seeking more affordable space alternatives and will assist businesses in securing REAP benefits. In addition, the Property potentially qualifies for several other incentives with may reduce the Company’s expenses, including the Industrial and Commercial Incentive Program (ICIP), Commercial Expansion Program (CEP), and the Energy Cost Savings Program (ECSP). The Company intends to apply for all of the above mentioned programs, plus any additional programs that will benefit the Property and business plan. LEASE COMPARABLES The Table below displays recent lease transactions for comparable buildings in Long Island City.

Address Tenant Square Feet $/RSF Term

33-00 Northern Boulevard Quadlogic Controls 38,180 $25.00 10 years

36-36 33rd Street NewsCorp 40,000 $28.00 10 years

45-18 Court Square Hospice NY LLC 6,000 $26.00 10 years

31-10 37th Street VMS LLC 14,550 $25.16 5 years

25-15 Queens Plaza Floating Hospital 5,000 $26.00 5 years

37-24 24th Street Fine Upholstery 5,000 $15.00 5 years

Notes: * Rents for all comps are gross plus pass throughs over a base year, except for 37-24 24th Street, the Scalamandre Silks Building, which is NNN (expense pass through is approximately $4.25 psf) SALES COMPARABLE In September of 2007, Court Square Center, 45-18 Court Square, Long Island City, NY, sold for $33,000,000, approximately $253.50 per square foot. Built in 1920 and renovated in 1989, the six story loft building measures 130,158 square feet. The property was approximately 99% occupied and sold at a cap rate of 5.58%.

FINANCIAL FORECASTS This Executive Summary sets forth two Financial Forecasts. Financial Forecast A assumes the Property is sold at the end of year 4. Financial Forecast B assumes the Property is refinanced at the end of year 4, and then sold at the end of year 10. FINANCIAL FORECAST A – RETURN SUMMARY UPON SALE IN YEAR 4

The Financial Forecast is provided only for the purpose of illustrating how the Company might perform provided all of the assumptions are realized. There is no assurance that the assumptions utilized in the Financial Forecast will be accurate. THERE IS NO GUARANTEE THAT THIS INVESTMENT WILL GENERATE THE ABOVE RETURNS OR RESULT IN THE PROJECTED RETURN OF INVESTED CAPITAL. FINANCIAL FORECAST B – RETURN SUMMARY UPON REFINANCE IN YEAR 4

Mar 1- Feb 28 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18

Net Cash on Cash Return 0.00% 0.00% 7.32% 8.78% 11.08% 13.63% 16.25% 18.96% 14.47% 15.80%

The Financial Forecast is provided only for the purpose of illustrating how the Company might perform provided all of the assumptions are realized. There is no assurance that the assumptions utilized in the Financial Forecast will be accurate. THERE IS NO GUARANTEE THAT THIS INVESTMENT WILL GENERATE THE ABOVE RETURNS OR RESULT IN THE PROJECTED RETURN OF INVESTED CAPITAL. TENANCY The Property is currently 100% leased and occupied by 5 tenants who occupy warehouse, industrial and office space. The Seller, Standard Motor Products, Inc. (“SMP”) will lease back 222,000 square feet at closing, approximately 93,000 of which will be on a 10 year term, and 11

NOI Year 5 $4,730,005 Sales Cap Rate 6.50% Sales Price Year 4 $72,769,306 Less Closing Costs @ 4% (2,910,772) Less Existing Debt (39,000,000) Plus Year 4 Cash Flow 1,404,152 Plus Balance of Reserve Accounts 185,824 Total Net Sales Proceeds 32,448,510 Northern Equities Share of Total Proceeds @ 10% 3,244,851 Return of Investor Equity 1,600,000 4 Years Accrued Preferred Return (7%) 448,000 Investor Return above Pref. (50% of Excess) 598,425 TOTAL PROCEEDS (INCLUDING EQUITY RETURN) $2,646,425 INTERNAL RATE OF RETURN TO INVESTORS (IRR) 14.20%

approximately 129,000 of which will be between 6 – 18 months. The following are brief overviews of the Tenants at the Property.

Standard Motor Products, Inc. (222,000 sf) Standard Motor Products, Inc. (“SMP”) is a manufacturer and distributor of replacement parts for motor vehicles in the automotive aftermarket industry. The Company's Common Stock is traded on the New York Stock Exchange under the symbol SMP, with $812,024,000 in sales in 2006 and $56,689,000 in Quarterly earnings ending June 30, 2007. SMP has had their corporate headquarters at the Property since 1919, has more than 20 manufacturing and distribution locations, and 4,000 employees in the U.S., Canada, Mexico, Europe and Asia. As part of the sale of the Property SMP intends to cease manufacturing operations at the Property, relocate those manufacturing operations to its other more cost effective facilities, and maintain their corporate offices at the Property on a long term basis. As part of SMP’s long term commitment to the Property, they intend to complete a major renovation of their office space, anticipated to be in excess of $3,000,000. As a condition of the purchase of the Property, the Company has agreed to contribute $2,150,000 towards this renovation, which is anticipated to be funded from debt proceeds.

The Museum of the City of New York (43,000 sf) The Museum of the City of New York holds more than 1.5 million paintings, prints, photographs, costumes, toys, rare books, manuscripts, sculptures, decorative arts objects, and other artifacts that comprise a treasury of New York City history. The Museum occupies the entire fourth floor of the Property for the storage of art, antiques and other museum artifacts and records.

Broadview Networks (17,000 sf) Broadview Networks is a leading facilities-based competitive communications services provider offering voice and data communications and managed network solutions to small and medium sized business customers in 20 markets throughout the northeast and mid-Atlantic United States, including New York, Philadelphia, Baltimore, Washington, D.C. and Boston. Founded in 1996, the Broadview Networks has over 1,200 employees and annual sales in excess of $350,000,000.

Eric Javits, Inc. (22,000 sf) Eric Javits, Inc. is a manufacturer of women’s accessories including hats, handbags, and footwear. Javits has over 85 employees at the Property and showrooms in Dallas, Atlanta, New York, and Los Angeles,

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FIberTower Corporation (Rooftop Antennae) FiberTower Corporation provides facilities-based backhaul services to wireless carriers, enterprises, and government agencies through 1,583 sites in 12 markets. Backhaul is the transport of voice and data traffic from a wireless carrier's mobile base station to its mobile switching station, where the traffic is then switched onto the fixed telecommunications network. FiberTower licenses rooftop space at the Property for 16 antennae, poles, dishes, masts, and accessories. RENT ROLL

TENANT NAME SQUARE FEET

% OF BUILDING RENT PER SF EXPIRATION

Standard Motor Products - Manufacturing * 129,000 42.86% $9.00 6 – 18 months

Standard Motor Products - Office ** 93,000 30.90% $17.00 2/28/2018

Museum of the City of New York 43,000 14.28% $5.22 8/31/2008

Eric Javits 22,000 6.64% $9.84 10/31/2010

Broadview Networks 16,000 5.32% $10.15 8/31/2009

FiberTower Corporation Roof Antennae N/A $38,316 per

year 9/08/2011

Notes: * SMP can occupy the manufacturing space for a minimum of 6 months and a maximum of 18 months, with 6 months notice of termination. It is assumed that SMP will vacate the manufacturing space after 18 months. ** SMP may elect to occupy between 63,000 square feet and 103,000 square feet for the office space. It is assumed that SMP will occupy 93,000 square feet for the office space. TERMS OF THE MORTGAGE LOAN FOR THE PROPERTY At closing, the Company expects to secure a first mortgage, interest-only loan (the “Loan” or “Mortgage”) in the amount of approximately $29,000,000, and credit lines of $10,000,000 (for capital improvements, leasing commissions, tenant improvements, and interest reserves) for a 3-year term with two 1-year extensions at a rate floating above LIBOR with an estimated interest rate of 7.75% per annum. The exact loan has not yet been finalized and will be based on a maximum loan to cost value of 80%. If the loan amount is reduced, then the amount of the Invested Capital may need to be increased to make up such difference and the return on Invested Capital will be revised accordingly.

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THERE IS NO GUARANTEE AS TO WHAT THE ACTUAL INTEREST RATES, PREPAYMENT AND LOAN TERMS, OR LOAN PROCEEDS FOR THE LOAN WILL BE AT THE CLOSING. THEREFORE, ANY CHANGE IN SUCH RATE, PREPAYMENT AND LOAN TERMS OR PROCEEDS AMOUNT

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MAY HAVE A MATERIAL EFFECT, EITHER POSITIVELY OR NEGATIVELY, ON THE NET CASH FLOW AVAILABLE FOR DISTRIBUTION TO THE INVESTORS. THE OFFERING This offering is for Investment Units of Membership Interests for sale on the terms set forth in the Private Placement Memorandum. The total amount of the initial offering is approximately $1,600,000. The purchase price for a Unit is $25,000. Affiliates of the Co-Managers or its principals have made a definite commitment to subscribe to purchase a minimum aggregate amount of at least 20% of this offering. This offering will terminate on June 30, 2008 (the “Termination Date”). The Co-Managers shall have the right, at its option, to extend the term of this offering. However, any sale of the Units is subject to the sale of all Units or agreements to purchase all the Units or a combination thereof equal to all of the Units. The purchase price for a Unit is $25,000; however, the Co-Managers reserve the right to sell fractional units based upon a proportion of the full Unit price of $25,000. The minimum amount of such fractional units will be $10,000. The purchase price for a Unit or fractional Unit is payable in full upon execution and delivery of a Subscription Agreement by an Investor. CASH DISTRIBUTIONS CASH DISTRIBUTIONS TO INVESTORS IN THE COMPANY FROM NET OPERATING INCOME: Cash available for distribution from operating income of the Property, as determined by the Co- Managers, with respect to each year, will be distributed to the Members of the Company as follows:

(i) first, 100% to the Members (including the Co-Managing Members for their Invested Capital portion) until the Members have received with respect to such fiscal year a cumulative 7% preferred distribution on their Invested Capital (the “7% Return”);

(ii) thereafter, 50% to the Members (including the Co-Managing Members for their

Invested Capital portion) pro rata in proportion to the amount of their Invested Capital and 50% to the Co-Managing Members.

Distributions, when cash is available, will be made quarterly within 30 days following the last day of calendar quarters ending on March 31, June 30, September 30 and December 31. It is anticipated that the closing will occur on or about March 1, 2008. DISTRIBUTIONS TO INVESTORS IN THE COMPANY FROM CAPITAL TRANSACTIONS Proceeds from the sale or financing of the Property or other capital transactions that are available for distribution to the Investors, (after transaction costs, repayment of liabilities, and retention of such amounts for reserves as the Co-Managers determine prudent), will be distributed to the Members of the Company as follows:

(i) first, to the Members (including the Co-Managing Members for their Invested Capital portion) until the Members have received a cumulative 7% Return, to the extent not previously paid,

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(ii) second, as a return of Invested Capital, payable only from the net proceeds of such Capital Transaction, to the extent available after the payment of the 7% Return; and

(iii) thereafter, 50% to the Members (including the Co-Managing Members for its

Invested Capital portion) pro rata in proportion to the amount of their Invested Capital and 50% to the Co-Managing Members.

THE CO-MANAGERS Acumen Capital Partners LLC (“Acumen”) is a private investment company founded by Jeffrey Rosenblum and Ashish Dua in 2005. The two principals have over 30 years of combined experience in all aspects of the real estate industry including acquisition, leasing, management, financing, and construction. Jeff and Ashish have been partners at Time Equities, Inc., since 2004, and have recently decided to focus 100% of their time on Acumen. Jeffrey Rosenblum and Ashish Dua will be the Co-Managers of the Company. Jeffrey Rosenblum is a Co-Managing Member of Acumen Capital Partners LLC. Since 1999 Jeffrey Rosenblum has served as Project Director of Acquisitions and Asset Management for Time Equities, Inc., a private real estate investment company owning a portfolio of over 20 million square feet of office, industrial, retail, and residential properties, in 27 states, 3 Canadian Provinces, and Europe. His duties include overseeing the development, management and leasing of a portfolio valued in excess of $500 million consisting of over 3,700,000 square feet of commercial and industrial real estate; the creation and maintenance of management systems and controls for the portfolio and the development of asset management strategies for each property within the portfolio. With over 20 years experience in the real estate industry, Jeff has consistently identified, acquired, and repositioned assets to deliver above market returns on value added transactions. Throughout his career, Jeff has been responsible for the lease-up of over 2,000,000 sf of office/flex space in Long Island City. In a recent example, he was able to acquire the Scalamandre Silks Building, 110,000 square foot industrial property in Long Island City, NY from Scalamandre Silks for $7,150,000 in January of 2004. As part of the transaction, Scalamandre was to fully occupy the building for a period of one year at below market rent, and then downsize to 20% of the building. Upon the downsizing, Jeff was able to reposition the asset from a single tenant manufacturing building to a multi-tenanted building with use as showroom/office space for such uses such as artists, high-tech industries, and architectural firms. After implementing $2,000,000 renovation of the property including common corridors, common bathrooms, new electrical wiring, new plumbing, and window replacement, the property has been leased to over 40 companies at rents more than double the rent prior to the renovation. As of December 2007, rents at the property have increased to $15 per square foot NNN. In early 2007, Jeff refinanced the property with an $11,900,000 mortgage, distributing all of the invested equity capital to investors in 3 years. Today, the value of the property has more than doubled. In 2003 Jeff led the repositioning of 3100 Research Blvd, a 300,000 square foot Class “A” office building in Dayton, Ohio. The property had been a single tenant facility owned by Eastman Kodak. At the time of the purchase the occupancy was at 35%. In less than 2 years Jeff was able to increase the occupancy to over 80%, more than tripling the value of the asset, by leasing the asset to credit tenants such as the U.S. Government, United Healthcare, and Mission Research Corp.

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In addition to his asset management duties Jeff has acquired over $200 million of properties on behalf of Time Equities, Inc. Jeff is a managing member and has an ownership interest in 11 properties with a total value in excess of $250,000,000. Prior to joining Time Equities, Jeff spent over 10 years as Vice President of Schuman Properties overseeing, developing, managing, and leasing a 1,000,000+ square foot portfolio of retail and industrial properties, primarily located in Long Island City, New York. He is a licensed New York State Real Estate Broker, and holds a Bachelors degree from the University of Maryland and a Masters in Business Administration from Long Island University. In addition Jeff is a member of CORENET Global, the Long Island City Business Development Corporation, the Board of Managers of the 633 Third Avenue Office Condominium, and a founding member of the Steinway Street Business Improvement District (BID). Ashish Dua is a Co-Managing Member of Acumen Capital Partners LLC. For the past five years, Ashish Dua has been an Associate Director of Acquisitions and Asset Management at Time Equities, Inc. (“TEI”), a private real estate investment company owning a portfolio of over 20 million square feet of office, industrial, retail, and residential properties, in 27 states, 3 Canadian Provinces, and Europe. His duties include overseeing the asset management and leasing of a portfolio valued in excess of $250 million consisting of over 2,000,000 square feet of commercial and industrial real estate in 11 states. Ashish’s recent transactions include leases with such companies as Goodyear Rubber & Tire Company, CharterOne Bank, TMobile, Ace Hardware, Geico Insurance, Prestige Delivery Systems, and Tuesday Morning. Since 2005 Ashish has lead the acquisition of over a $150,000,000 in properties and over $100,000,000 in financing and refinancings on behalf of TEI. More recently, Ashish has lead TEI’s Southeast retail expansion, with acquisitions of 5 properties totaling over 1,200,000 square feet, in 4 new states for TEI. His 2007 acquisitions include the $67,250,000 acquisition of the Miami International Airport portfolio, an 800,000 square foot industrial and retail portfolio located adjacent to the Miami International Airport, and the $34,500,000 Cantiague Rock Road portfolio, a 312,000 square foot industrial portfolio located in Westbury, New York. Prior to joining Time Equities, Ashish spent 3 years at Park Realty Associates, a private real estate brokerage firm based in Boston. He is a licensed New York State Real Estate Broker, holds a Bachelor’s in Business Administration from Boston University, and a Master’s of Science in Real Estate Finance from New York University. In addition, he is a member of the International Council of Shopping Centers and the National Association of Industrial and Office Properties. JP MORGAN ASSET MANANAGEMENT – JOINT VENTURE PARTNER JP Morgan Asset Management (“JPM”) Real Estate is one of the largest real estate investment advisors with over $52.2 billion of real estate assets. Given its relationships, reputation, and size, JPM Real Estate has transacted an average of $3.5 billion in combined acquisition and disposition activity annually. JPM Real Estate focuses on equity investments in both existing real estate assets and new development projects. JPM Real Estate invests primarily in office, industrial, multi-family, retail and Alternative (Assisted living, senior housing, parking, storage, etc) properties throughout the nation. JPM Real Estate is comprised of over 130 real estate professionals organized within key functional areas. JPM has committed to invest 90% of the equity required for the acquisition of the Property, estimated at $14,400,000.

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MANAGEMENT AND LEASING OF THE PROPERTY The Property will be managed either by a local, third party property manager or by Acumen Capital Partners LLC, an affiliate of the Co-Managers, for a monthly management fee equal to 4½% of the collected rents for the Property. The Property will be leased either a local, third party property manager or by Acumen for market leasing commissions for any lease of space at the Property based on the usual and customary fees paid to an unrelated third party leasing broker for a similar type of property and lease. Acumen is owned by Jeffrey Rosenblum and Ashish Dua, Co-Managing Members of the Company. ACQUISITION FEE An acquisition fee of $111,650 will be funded to Acumen Capital Partners LLC from the proceeds of this offering. FEDERAL INCOME TAX CONSIDERATIONS Some of the income to the Investors may be partially tax deferred as a result of depreciation deductions. Thus, a portion of distributions may be tax deferred in the year they are paid. Tax calculations depend on each Investor’s individual tax situation. It is suggested that each Investor consult his or her accountant on these matters to verify the tax impact of an investment of this nature. In compliance with IRS Circular 230 requirements, taxpayers are hereby informed that any U.S. tax advice contained in this Private Placement Memorandum is not intended or written to be used, and cannot be used, for the purpose of avoiding tax penalties or in connection with marketing or promotional materials. As used herein, the term “taxpayer” includes, but is not limited to, an Investor, or prospective Investor, advisor or any Investor or advisor of any prospective Investor, and person reading this Private Placement Memorandum. SOME RISK FACTORS TO BE CONSIDERED 1.) Market Risk: Although the Property is currently 100% leased by 5 tenants who are currently performing under the obligations of their respective leases, there is no guarantee that they will continue to do so in the future. In the event that the tenants do not perform under their respective leases according to the assumptions in our financial projections, there is no guarantee as to the time period it will take to find replacement tenants. Moreover, there is no guarantee as to what the actual rent will be at the time such replacement tenant can be found. Therefore, any such variance in either the re-leasing period or market rent level could have a significant impact on the cash flow available for distributions to Investors, either positively or negatively. 2.) Variances from the Financial Forecast: The Financial Forecast presents estimates of the expected operating results of the Property for the periods covered therein. It is based upon assumptions reflecting conditions expected to exist and the course of action the Company expects to take during the forecast period. The assumptions as to future events and conditions which the Company believes to be reasonable are inherently uncertain and unpredictable. The assumptions may prove to be incomplete or incorrect and unanticipated events and circumstances may occur. The financial strength of the tenants currently in place can alter our assumptions. Because of these uncertainties and the other risks outlined in this Executive Summary, the actual results of the

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Company can be expected to be different than those projected and the differences may be material and adverse. Potential Investors should consider the projections in light of the underlying assumptions to reach their own conclusions as to the reasonableness of those assumptions and to evaluate the projections on the basis of that analysis. 3.) Mortgage Loan Risk: At closing, the Company expects to secure a first mortgage loan for the Property in the approximate amount of $29,000,000 as well approximately $10,000,000 in credit lines. It is assumed that the debt service payments on such first mortgage loan and credit lines will be made on an interest-only basis for the full 3-year term of the loan. The interest rate on the first mortgage loan (“Mortgage”) is estimated at 7.75% per annum. There is no guarantee as to what the actual interest rate, prepayment and loan terms and loan proceeds will be at the closing. Therefore, any change is such rate, prepayment and loan terms or proceeds amount may have a material effect, either positively or negatively, on the net cash flow available for distribution to investors. The loan will require the Company to make a lump-sum or “balloon” payment at maturity. The Company’s ability to make a balloon payment at maturity is uncertain and may depend on its ability, on or prior to the maturity date, to either refinance such mortgage or to sell the Property. At the time any such balloon payment is due, the Company may or may not be able to refinance such mortgage loan on terms as favorable as the original mortgage loan or to sell or refinance the Property at an amount sufficient to make such balloon payment. If the Company is forced to sell the Property the price and terms of such sale may be lower than the amount the Company could obtain if it was otherwise not forced to sell the Property to make such balloon payment. The Financial Forecasts assumes other loan transactions as part of refinancings. The assumptions of those loans are also subject to the risks mentioned above. 5.) Environmental Risks: Property Solutions Inc, an environmental consulting firm, has completed a Phase I Environmental Assessment for the Property, dated October 12, 2007. In the report, the Property is listed on the New York State Registry of Inactive Hazardous Waste Disposal Sites and the NYSDEC entered into an order of consent with Standard Motor Products Inc. SMP is the responsible party for the remedial action necessary and has indemnified the Company for any liabilities that arises due to this known NYSDEC condition. The primary soil and groundwater contaminants are trichlorethane, lead and petroleum hydrocarbons, although additional volatile organic compounds are also present. SMP is coordinating all remedial actions with the NYSDEC in order to attain closure approval of the case. In addition SMP has an environmental insurance policy in place that will name the Company as an additionally insured. Furthermore, the Company shall purchase an additional $10 Million environmental insurance policy as further protection for any unknown conditions. However, there is no guarantee that SMP will fulfill their obligations to remediate the Property. Therefore, if SMP does not fulfill such obligations, the Company may be forced to complete the remediation at its own expense, impacting the Financial Forecasts. Investors should also be aware of general environmental risks pertaining to the ownership of real estate. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws may also impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require expenditures.

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6.) Liquidity Risk as to the Sale of the Property: While Financial Forecast A assumes a sale of the Property at the end of the 4th year, there is no guarantee that the Property will or can be sold then. While Financial Forecast B assumes a sale of the Property at the end of the 10th year, there is no guarantee that the Property will or can be sold then. 7.) Residual Value of the Property: The value of the Property upon a sale will depend upon a number of factors, many of which are beyond the control of the Company. Such factors include, but are not limited to, the value of the underlying land, the condition of a property, market conditions, and the tax treatment applicable to a sale of a property and general economic conditions at the time of sale of a Property. 8.) No Control by Members: Under the Operating Agreement for the Company or an Exchange Companies the Co-Managers have broad management discretion over the business of the Company and therefore the operations of the Property. No Member, in such person's capacity as a Member is entitled to participate in the conduct or control of the business of any such entity. 9.) No Market for Units and Illiquidity of the Investment: It is not anticipated that any public market will exist for the membership interests in the Company and the Operating Agreement (other than transfers to permissible transferees, e.g., immediate family members, transfers upon death, transfers to an entity controlled and owned, as to a majority in interest, by the transferor) imposes a right of first refusal prior to, and certain other restrictions on transfer, which may have the effect of ensuring that a market will not develop. Therefore, the members of the Company may not be able to sell their respective membership interests should a need for personal funds arise and the price received in any sale may be less than the value of the interest sold. In addition to the above risks, an Investor must bear the economic risk of their investment for an unspecified period of time. 10.) Risks of Competition: The Property will be operating in a competitive market. In the event that any of the Tenants vacate their respective spaces prior to the expiration of their respective leases, the Company will be competing for tenants on the basis of location, access, rental rates, size and layouts of space, tenant improvements offered by the Company, amenities within leased space, the quality of the surrounding area and a variety of other factors. The success of the Company will depend to a large degree upon its ability to compete with other similar types of properties, which in turn depends upon its ability to be competitive as to the foregoing factors. The failure of the Company to establish and maintain a favorable market position would have a material adverse effect on its profitability. 11.) Risks of Ownership: The profitability of the Property is subject to general economic conditions, the management abilities of the managing agent, competition, desirability of the location of the Property, the structural and operating conditions of the Property, the physical appearance of the Property, and other factors. To remain competitive, continuing expenditures must be made to modernize, refurbish and maintain existing facilities. This increases the need for capital funds (whether from reserves, current cash flow or debt financing) and thereby increases the sensitivity of the investment to the cost and availability of such funds, while decreasing operating revenues to the extent that space at the Property remains vacant. For this purpose and in anticipation of such expenditures, reserves will be maintained by the Company, as determined by the Co-Managing Members, to pay for required tenant improvements, leasing commissions, capital improvements, and other unanticipated or unbudgeted expenses in operating the Property. In addition, inflationary pressures could increase operating expenses above expected levels, thereby decreasing profitability to the extent rents cannot be raised by corresponding amounts.

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12.) Risks regarding the distribution of the IRS Schedule K-1 tax form. Although the Co-Managers will make every effort to complete and distribute to investors their individual K-1 tax forms in a timely manner, there is no guarantee that in each tax year these forms can or will be completed in time for the investors to file their taxes on or prior to the general April 15 tax deadline. In the event that such K-1s are not completed in a timely manner prior to the April 15th tax deadline, it is possible that investors may have to file an extension to complete their tax returns. THE ABOVE POTENTIAL RISKS ARE NOT INTENDED TO BE AN EXHAUSTIVE LIST OF POTENTIAL AREAS OF RISK AND INVESTORS ARE URGED TO CONSIDER SUCH RISKS BEFORE MAKING A DECISION TO INVEST IN THE PROPERTY. INVESTORS SHALL ALSO REVIEW CAREFULLY THE RISK FACTORS THAT WILL BE INCLUDED IN THE EXECUTIVE SUMMARY. RESPONSIBILITY OF THE CO-MANAGERS The Co-Managers are responsible for the management and administration of the Company, which include the following: (i) preparing or reviewing projections of cash flow, taxable income or loss and working capital requirements; (ii) conducting periodic physical inspections and reviews to determine if and when the Company assets should be sold and the acceptable terms of such sale; (iii) overseeing arrangements for refinancing of existing debt and any debt financing for capital improvements or in connection with the purchase of assets; (iv) supervising any litigation involving the Company; (v) communicating with investors; (vi) supervising and reviewing Company bookkeeping, accounting and audits; (vii) supervising the preparation of and reviewing Company state and federal tax returns; (viii) serving as the “tax matters partner” for the Company; (ix) supervising the leasing of space at the Property; and (x) supervising professionals employed by the Company in connection with any of the foregoing, including architects, contractors, attorneys, accountants, appraisers, investment bankers and financing brokers. FIDUCIARY RESPONSIBILITIES OF THE CO-MANAGERS The Co-Managers are in a fiduciary relationship to the Company and its Members. As such, the Co-Managers are required to exercise good faith and integrity in dealings with respect to the affairs of the Company. The Operating Agreement for the Company provides that the Co-Managers and their Affiliates who perform services for the Company on behalf of the Co-Managers (within the scope of the Co-Managers’ authority as Co-Managers) will have no liability to the Company or to any Member of the Company for any loss which arises out of any action or inaction of the Co-Managing Members or Affiliate if (i) such action or inaction was determined by the Co-Managers or their Affiliate, in good faith, to be in the best interest of the Company and such action or inaction was within the scope of the Co-Managers’ authority and (ii) such course of conduct did not constitute gross negligence, fraud, willful misconduct or an intentional breach of any material provisions of the Operating Agreements. Thus, the Investors may have a more limited right of action against the Co-Managers and their Affiliates than would otherwise be the case absent such provisions. The Operating Agreements for the Company further provide for indemnification of the Co-Managers and their Affiliates by the Company under certain circumstances. The Co-Managers and their Affiliates who perform services for the Company on behalf of the Co-Managers, within the scope of their authority as the Co-Managers will be indemnified out of Company, as the case may be, assets for any loss, liability or expenses arising from its conduct whenever (i) such course

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of conduct was determined by the Co-Managers or such Affiliate, in good faith, to be in the best interest of the Company and such course of conduct was within the Co-Managers’ authority and (ii) such course of conduct does not constitute gross negligence, fraud, willful misconduct or an intentional breach of any material provisions of the Operating Agreement. Under the Operating Agreements, the Company shall also indemnify and hold harmless the Co-Managers as to any and all claims, causes of action, liabilities, obligations, costs and expenses (including reasonable attorneys’ fees) which are incurred by any of the Co-Managers in connection with their execution and delivery of an environmental indemnity and/or guaranty for any loan for the Property. The ability of the Co-Managers to be indemnified for any losses, liabilities or expenses arising out of an alleged violation of Federal or state securities laws is subject to certain additional limitations. In the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under the Securities Act of 1933 is against public policy and, therefore, unenforceable. A successful indemnification of the Co-Managers or an Affiliate could deplete the assets of the Company, unless the Company’s indemnification obligation is covered by insurance. The Company currently does not anticipate obtaining such insurance. CONFLICTS OF INTEREST

The Members of the Company are subject to various conflicts of interest arising out of its relationship with the Co-Managing Members, Acumen Capital Partners LLC and their respective Affiliates. All agreements and arrangements, including those relating to compensation of Affiliates of the Co-Managers are not the result of arms length negotiations. These conflicts including, but are not limited to, the following: (A) Competition by the Company with the Other Entities for Management Services The Company will rely upon the Co-Managers for the management of the business of the Company and the supervision of the operation of the Property. The Co-Managers will devote only so much of his time to the business of the Company as in their judgment is reasonably required. The Co-Managers may encounter conflicts of interest in allocating management time, services and functions between the Company and various other existing and future entities that own and operate real estate, as well as other business ventures, in which they are involved. (B) No Limit on Co-Managers’ Other Activities The Co-Managers, Acumen Capital Partners LLC, and their respective Affiliates may engage in other business ventures, real estate or otherwise, and neither the Company nor their Members shall be entitled, as of right, to participate in such other business ventures. The Co-Managers and their Affiliates intend to form other real estate ventures in the future, some of which may have the same investment objectives as the Company and may be in competition with the Company. Accordingly, there may be conflicts of interest on the part of the Co-Managers and his Affiliates between the Company and other entities and real estate investments or projects which they are involved.

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(C) Tax Matters Partner Pursuant to the Operating Agreement for the Company, the Co-Managers will be the “tax matters partner” and as a result may make various determinations which would be binding on all of the Investors. It is possible that issues could arise on tax matters where the decision of the Co-Managers may have a different effect or consequence on the Co-Managers and the Investors. Because the impact of such determinations on the Co-Managers and their Affiliates may be substantially different in circumstances from the impact on the Investors, the Co-Managers may be subject to a conflict of interest in acting as the tax matters partner. (D) Determination of Reserves The determination of distributable net cash flow from operating income and net proceeds from a sale or refinancing is subject to, among other things, the discretion of the Co-Managers in establishing and maintaining reasonable reserves for the Company. Since the determination of such reserves affects the amount of cash available for distribution to Co-Managers and the Investors, the Co-Managers may have a conflict of interest in establishing the amount of such reserves. (E) Lack of Separate Representation Certain of the attorneys, involved in the acquisition and financing of the Property and preparation of this Private Placement Memorandum, counsel to Acumen Capital Partners LLC, an Affiliate of the Co-Managers. This could result in a conflict of interest if there is a dispute between the Co-Managers and the Investor and/or if decisions as to legal matters may have different consequences or effect on the Co-Managers and the Investors. (F) Disposition of the Property The Co-Managers are entitled to receive a certain portion of net proceeds from the sale of the Property as provided in the Operating Agreement for the Company. A conflict of interest could arise because it may be beneficial for the Co-Managers to sell the Property at a time when it may be in the best interest of the Investors to hold onto the Property or alternatively, because it may be beneficial for the Co-Managers to delay a sale of the Property, when a sale would be more advantageous to the Investors. In addition, in the alternative, the Co-Managing Members may have an interest in retaining, instead of selling, the Property in order to continue the distributions and any other fees payable to the Co-Managing Members and/or their Affiliates. Accordingly, the Co-Managing Member may be subject to various conflicts of interest with respect to the potential sale of the Property that may have different consequences or effect on the Co-Managing Members and the other Members. FINANCIAL STATEMENTS The Co-Managers shall annually provide to the Investors a financial statement for the Property which includes a balance sheet and related statement of income, expenses and changes in Investors' capital and changes in cash balances in accordance with the standards established by the American Institute of Certified Public Accountants. The Financial Statement will be sent to the Investors within one hundred twenty (120) days following the close of each fiscal year. Financial information contained in all reports to Investors, will be prepared using the accrual basis of accounting. The fiscal year will end on December 31 of each year.

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Tax information will be provided to the Investors within approximately seventy-five (75) days following the close of each fiscal year. Investors also have the right under applicable law or the terms of the Operating Agreement for to obtain other information about the Company and may obtain a list of the names and addresses and number of Units held by all of the Investors for any purpose reasonably related to the Investor's interest in the Property. DOCUMENTS AVAILABLE

Statements made in the Private Placement Memorandum as to the contents of any contract or other document referred to are not necessarily complete, each such statement being qualified in all respects by such reference. Documents described or referred to in this Private Placement Memorandum or those relating to the Property are available for inspection by a prospective Investor or his or her representative in the offices of the Co-Managing Members at 37-18 Northern Boulevard, Suite 300, Long Island City, NY 11101. Such documents include, but are not limited to, appraisal report for the Property, the leases for the Tenants, information concerning the tenants, the phase one environmental site assessment, the Property Condition Report, the Contract of Sale for the Property, the title report, survey, current tax bill for the Property, organizational documents and operating agreements. Prospective Investors or their representatives desiring to examine any and all of these documents should contact the Co-Managing Members. SUITABILITY STANDARDS In accordance with the requirements of Regulation D promulgated under the Act and applicable state securities laws, the subscriptions for the purchase of an interest will only be accepted from Accredited Investors, as defined below, who are not foreign Investors and from certain non-Accredited Investors who meet the criteria outlined below. An Investor will be an Accredited Investor if such Investor meets one of the following tests: (i) the Investor is a natural person who has a net worth with the Investor's spouse exceeding $1 million at the time of the purchase; (ii) the Investor 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 the Investor's spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in the current year; (iii) the Investor is a corporation, Massachusetts or similar business trust or company, not formed for the specific purpose of acquiring such membership interest, with total assets in excess of $5 million; (iv) the Investor is a manager or a director or executive officer of the manager; (v) the Investor is either (a) a bank as defined in section 3(a)(2) of the Securities Act of 1933 as Amended (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, (b) an insurance company as defined in section 2(13) of the Act, (c) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of such act, or (d) a Small Business Investment Company licensed by the United States Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; (vi) the Investor is a private business development Company as defined in section 202(a)(22) of the Investment Advisors Act of 1940; (vii) the Investor is a broker dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; (viii) the Investor is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring such membership interest, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks

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of the prospective investment; or (ix) the Investor is an entity and each and every equity owner of such entity certifies that such equity owner meets the qualifications set forth in one of (i)-(viii) above. The Co-Managers in their sole discretion reserves the right to accept subscriptions from certain non-accredited Investors. In no event shall the number of non-accredited Investors exceed 35, the number permitted under the limitations and conditions of Regulation D of the Securities and Exchange Commission. If the Co-Managers decide to accept a subscription from non-accredited Investors, such Investor must qualify as an Investor with sufficient means for the investment. An Investor shall have sufficient means for the investment if: (i) the person has a net worth minus home, home furnishings and automobiles equal to at least three times the total investment of such Investor plus an annual adjusted gross income equal to at least the total investment; or (ii) a net worth minus home, home furnishings and automobiles equal to at least five times the total investment of such Investor without regard to income. A person's net worth and income may be aggregated with that of his or her spouse. If the Investor is an entity, the sufficient means test must be satisfied either by the investing entity or by a majority of the principal owners or beneficiaries of the investing entity. If the Co-Managers decide to accept a subscription from a non-accredited Investor, such Investor must, either alone or after consultation with his or her investment representative, have such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of this investment. If such Investor consults with an investment representative in order to satisfy the above investor requirements, then such investor representative must qualify as a “Purchaser Representative” under the Rule 501 (h) of Regulation D of The Securities Act of 1933, as amended. In order to qualify as a “Purchaser Representative” (except in the case where the investor representative is an immediate family member of such Investor), such investment representative may not be an affiliate of either of the Co-Managers. In addition, such membership interests will be sold only to persons who represent, among other things, that (i) they are acquiring such membership interest for their own account, for investment only, and not with a view toward the resale or distribution thereof; (ii) they and their advisors have been provided the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Co-Managers possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished in this Executive Summary; (iii) they are aware that the membership interest have not been registered under the Act; (iv) they are aware that their right to transfer, assign or otherwise dispose of their membership interest is restricted by the Act, by applicable state securities laws and by the Operating Agreement or organizational documents for the Company and each such Exchange Company; (v) they are not a foreign person unless approved by the Co-Managers; and (vi) they are aware there is no market for any such membership interest and that no such market is ever expected to develop. The satisfaction of the suitability standards referred to above does not necessarily mean that the acquisition of a membership is a suitable investment for a prospective Investor. The Co-Managers may make or cause to be made such further inquiry and obtain such additional information as it deems appropriate with regard to the suitability of prospective Investors, including credit searches, at any time prior to the acceptance of subscriptions and closing of this offering. The Co-Managers, in its absolute discretion, may reject subscriptions, in whole or in part. Certain jurisdictions (including Alaska, Arizona, Delaware, Florida, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Michigan, Minnesota, New Hampshire, North Dakota, Utah, Virginia and Wyoming) impose additional or different Investor suitability standards, including modifications of the definition of Accredited Investor for their purposes. Investors must

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meet all of the applicable requirements set forth in the Subscription Agreement, and the Co-Managers may rely on the representations made in or in connection with such Subscription Agreement in determining the suitability of Investors. The Co-Managers reserve the right to modify or increase the suitability standards with respect to certain Investors, in order to comply with any applicable state laws, rules or regulations or otherwise. CONTACT FOR FURTHER INFORMATION If you have any questions or desire to discuss your possible interest in this investment or to request any further information please feel free to contact either Jeff Rosenblum at 718-360-9503 or Ashish Dua at 718-360-9504.

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INVESTOR NOTICES

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH SECURITIES LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS EXECUTIVE SUMMARY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY WILL BE OFFERED IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY RULE 506 OF REGULATION D OF THE ACT AND MAY ONLY BE OFFERED AND SOLD TO INVESTORS WHO MEET THE STANDARDS FOR INVESTMENT SET FORTH IN THIS EXECUTIVE SUMMARY UNDER “SUITABILITY STANDARDS.” 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 RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND UNDER THE OPERATING AGREEMENT FOR THE COMPANY. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS EXECUTIVE SUMMARY OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE MANAGERS AS LEGAL OR TAX ADVICE. PROSPECTIVE INVESTORS ARE INVITED TO DISCUSS ALL ASPECTS OF THE TRANSACTION AND THE MATTERS DESCRIBED HEREIN WITH THE MANAGERS, BUT EACH INVESTOR MUST RELY UPON HIS OR HER OWN REPRESENTATIVES AND ADVISORS (INCLUDING HIS OR HER OWN LEGAL COUNSEL AND ACCOUNTANTS) AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING THEIR INVESTMENT. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS EXECUTIVE SUMMARY OR IN THE EXHIBITS HERETO OR DOCUMENTS REFERRED TO HEREIN WITH RESPECT TO THE TRANSACTIONS AND MATTERS DESCRIBED HEREIN, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON. THIS EXECUTIVE SUMMARY HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF PERSONS INTERESTED IN THE MEMBERSHIP INTEREST OFFERED HEREIN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. IN CONNECTION WITH THE OFFERING AND SALE OF SUCH MEMBERSHIP INTERESTS, THE MANAGERS RESERVE THE RIGHT, IN THEIR SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART, OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN APPLIED FOR BY SUCH INVESTOR.

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AN INVESTMENT IN SUCH MEMBERSHIP INTERESTS WILL INVOLVE SUBSTANTIAL RISKS AND SHOULD BE CONSIDERED ONLY BY INVESTORS WHO HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENT AND CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS.” THIS EXECUTIVE SUMMARY IS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT FOR MEMBERSHIP INTERESTS AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY OR TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED. ANY REPRODUCTION OR DISTRIBUTION OF THIS EXECUTIVE SUMMARY IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGERS, IS PROHIBITED. BY ACCEPTING THIS EXECUTIVE SUMMARY, THE RECIPIENT AGREES TO RETURN THE SAME TO THE MANAGERS IF HE OR SHE REACHES A DECISION NOT TO MAKE AN INVESTMENT OR IF HIS OR HER SUBSCRIPTION IS REJECTED. THE CO-MANAGERS HAVE AGREED TO PROVIDE, PRIOR TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREIN, TO EACH PROSPECTIVE INVESTOR AND ANY OF THEIR REPRESENTATIVES THE OPPORTUNITY TO INSPECT ADDITIONAL DOCUMENTS AND TO INQUIRE OF, AND TO RECEIVE ANSWERS FROM, THE CO-MANAGERS OR ANY PERSON ACTING ON ITS BEHALF, CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING. EACH PROSPECTIVE INVESTOR MAY ALSO OBTAIN ANY ADDITIONAL INFORMATION FROM THE MANAGERS, TO THE EXTENT THEY POSSESS SUCH INFORMATION, OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. THIS EXECUTIVE SUMMARY DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF THE DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. HOWEVER, THE DESCRIPTION OF THE DOCUMENTS SUMMARIZED HEREIN IS INCOMPLETE AND MAY NOT BE RELIED UPON BY INVESTORS WITHOUT A COMPLETE READING OF ALL SUCH DOCUMENTS AND A FULL UNDERSTANDING OF THEIR CONTENTS. ALL DOCUMENTS RELATED TO THIS OFFERING WILL BE MADE AVAILABLE TO THE OFFEREE NAMED ABOVE AND/OR HIS OR HER ADVISOR(S) UPON REQUEST. THIS EXECUTIVE SUMMARY CONTAINS FINANCIAL FORECASTS. THESE FINANCIAL FORECASTS PRESENT THE MANAGERS’ ESTIMATE OF THE EXPECTED OPERATING RESULTS FOR THE COMPANY FOR THE FORECAST PERIOD. HOWEVER, DIFFERENCES BETWEEN THE FORECASTS AND ACTUAL RESULTS MAY OCCUR AND THE DIFFERENCES MAY BE MATERIAL. ANY PREDICTIONS AND REPRESENTATIONS, WRITTEN OR ORAL, WHICH DO NOT CONFORM TO THE FINANCIAL FORECASTS CONTAINED HEREIN MAY NOT BE RELIED UPON. NOTICE TO RESIDENTS OF ALL STATES: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUES AND 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 OR DETERMINED THE ACCURACY OF THE DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR NEW YORK RESIDENTS ONLY: THIS EXECUTIVE SUMMARY HAS NOT BEEN 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.

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FINANCIAL FORECASTS “A” AND “B”

* See Financial Appendix