offering memo 1

Proprietary & Confidential

CONFIDENTIAL

Investment Overview:

Rental Strategy

24682 DEL PRADO │ SUITE 200DANA POINT, CA 92629 │949 ▪ 276 ▪ 4166

www.pintarinvestmentcompany.com


Pintar Investment Company Overview

Vertically integrated real estate investment co. / operator in the Southwest and Southeast 2

Vertically integrated Founded in 2008 Manage 2 funds (Rental and Arbitrage

(“Flip”)) Offer property management and property

preservation capabilities to other funds Operations throughout Southwest

(including California, Nevada, Arizona) and Southeast (Georgia, Florida)

Over $600M invested in past 15 months Institutional partnerships Multi-investor fund Over 2,500 homes under

management Currently deploying $40M - $60M /

month Over 100 employees / contractors Analyze 1,500 – 2,000 properties / week Extensive investment in technology tailored

to drive timetables and improve investor outcomes

Partners invest substantially all of their capital alongside – and on same terms as – our investors

Commitment to investor transparency


• $40mm of acquisition availability• Fund seeks to arbitrage mispriced assets by

purchasing, renovating and selling homes to generate short term profits 6% preferred return / ~20% targeted annual

return 3 – 6 month average inventory cycle Moderate leverage (1:1)

• Fund has continued to find opportunities by buying properties that are “outside of the box” of institutional rental investors Higher price points (>$400K) Attached, multi-family, unwanted format (e.g.

4 bed /1 bath)

Liquid. As homes are sold, investors can elect to re-invest, withdraw gains and/or withdraw principal

Commitment to investor transparency and reporting

Alignment of Interests No management fee / only share of profits Partners have invested materially all of their

savings in our two funds - on same terms as investors.

Residential Rental Strategy• Close to $500mm of Assets under Management

• Fund seeks to purchase, renovate and rent homes Compelling current yield. Quarterly cash

dividends / 8% preferred return Participate in long tern growth in housing

sector

• PIC’s experience flipping homes demonstrates our ability to buy at a discount

• Focus on asset utilization – we strive to minimize vacancy and delinquency Cooperative approach with occupants Closely managed rehab reduces renovation

timetables

• We operate over 2,500 homes in our core area – this ‘density’ generates unique insight “Right sizing” renovation spend for what the

area’s demographic values Understanding how residents value homes in

each of the neighborhoods in our areas

• Our interests are aligned with our investors. Partners have invested materially all of their savings in our two funds - on same terms as investors.

Pintar operates two multi-investor funds investing in the residential housing sector

We Offer Investors Two Strategies

Residential Arbitrage Strategy


Pintar Investment Company Overview

• We source, gain possession, renovate, lease and manage

• Operations throughout CA, AZ, NV and in GA / FL

• $300M of homes purchased in past 12 months• Over 150 employees / contractors• We offer investors 2 residential strategies:

• Arbitrage (“Flipping”)• Buy and Hold (Rental)

Vertically IntegratedResidential Operator

• Centralized acquisition team evaluates ~1,500 homes/week

• Unique market insight and understanding of trends

• Renovation team completes over 100 homes per month

• We know how to optimize the renovation spend• We manage over 2,000 homes

• We’ve “clustered” our assets to improve cost efficiency and service

Our Scale Improves Investor Outcomes

• We use our database to capture all acquisition / renovation and leasing data

• Drives timetables by allocating responsibilities and tracking accountability

• Generates variance and exception reports to alert management to potential issues

• Proprietary data from 2,500 homes provides feedback to improve our valuation and selection processes

Our IT Improves Investor Outcomes


Our Geographic Scale Improves Our Market Knowledge

SFR Rentals in Las Vegas Area

SFR Rentals in Sacramento Area

SFR Rentals in Atlanta Area

SFR Rentals in Southern California

Our operations are concentrated in the Southwest (California, Nevada and Arizona) although we have recently opened a regional office in Atlanta to manage properties in Atlanta and FloridaExamples of holdings in key cities within our core geographies

WHY IS THIS AN ADVANTAGE?:Our scale provides us a broader opportunity set to select acquisitions and provide greater diversification


Pintar Differentiates Itself from Competitors

Focused Timeline

Management

We See More Deals

Deal Velocity Provides Market Intel

Centralized Acquisition

Effort

Geographic Presence

We Optimize Renovatio

n

Experienced

Contractor Teams

Our Scale Reduces

Your Costs

Velocity Drives Faster Lease Times

Our Scale and Vertical Integration Shortens Timetables

and Improves Outcomes

• Core acquisitions team assures consistency

• Shares knowledge and best practices

• We analyze ~1,500 transactions/week

• Velocity generates unmatched market insight

• Purchase volume generates access to ‘pocket listings’ and other proprietary deal flow

• Flipping heritage fosters an infrastructure and culture of urgency

• Daily portfolio summaries

• We bring an institutional reporting mindset to our operations

• More homes on-market drives faster lease times for all homes

• Cost / benefit approach to rehab.

• We know what tenants value

Timely, Transparent Reporting

‘Geo-Density’ Improves Outcomes

• Platform manages ~2,500 assets

• We see more potential transactions

• Labor and Materials efficiencies benefit our partners

• Our portfolio density reduces costs, allows us to provide better customer service and improves returns

• Dedicated contractors / consistent standards


CONFIDENTIAL

Market Overview:

Our Markets Offer Strong Potential Appreciation




•

“I Would Load Up on Them”

“Single Family Homes – I would load up on them … it is a very attractive asset class now.”

- Warren Buffet, when asked by CNBC where he would invest today

Home Price Appreciation

• Our geographic footprint and in our core rental areas create unique operating and cost

efficiencies as well as additional sourcing opportunities. These advantages improve investor

outcomes

• Despite significant household formation, new home build has been lagging historic averages by 1mm homes / year for the

past 5 years

• The average cost basis of our homes is below replacement cost, creating price support

• Many tenants can afford to buy the home they rent, but can’t

get credit. As credit is restored, we expect these

tenants will buy homes and drive prices

• Appreciation in our markets has been strong, yet prices are

still less than 65% of peak

Historic Affordability

Price < Replacement Cost

Lack of New Supply

High Barriers to Entry

WE BELIEVE TODAY’S MARKETS OFFER INVESTORS A UNIQUE OPPORTUNITY


CONFIDENTIAL

Process Overview:

What do we do and Why select Pintar?




Documentation / Closing and

Funding

Process Overview: Managing Rentals Requires Infrastructure

PROPERTY PURCHASED

Physical Inspection

Trustee Sale Bidding and

Tracking

Property Assessment / Due

Diligence

Valuation / Tax and Title Research

Sourcing, Underwriting, Negotiating

AUCTION CHANNEL

SHORT SALE / DISTRESSED MLS CHANNEL

While managing any single asset is generally straightforward, managing a portfolio of different assets with different needs requires extensive infrastructure to coordinate

tasks, manage cost and drive timetables

REHAB AND PROPERTY

MANAGEMENT

SOURCING AND

ACQUISITION

* Days represent averages across entire portfolio

PROPERTY MANAGEMENT

RENOVATION20* Days

MARKETING20* Days

PROPERTY LEASED

POSSESSION20* Days


Our Systems Govern all Processes and Drives Efficiency

We have fully integrated our acquisitions function with our property management function by using a single governing system (salesforce.com) which we’ve tailored to track every asset from its acquisition,

govern our efforts to gain possession, drive renovation timelines and record all transactions

Before

After

WHAT IS OUR ADVANTAGE?:We’ve built one of the most rigorous IT platforms in the country. Because of this system and the proprietary information from the ~2,500 homes we’ve purchase / manage, we make better decisions and drive better investor outcomes

Proprietary & ConfidentialSuccess at the auction requires an expedited, coordinated diligence effort and a good understanding of value in area

Acquisitions: We Can Build Scale Efficiently at Auctions

Success at the trustee sales requires the capacity to process the 200+ potential opportunities that might be available for auction, separate compelling acquisitions from a larger pool, physical inspect the asset, perform due diligence on the tax history / title search and execute a successful bidding strategy

Bidders that are at the courthouse steps / trustee sales relay prices back to a centralized acquisitions group, where they analyze the prices real time and confirm the prices

TAX AND TITLE SEARCH RESULTS08/28/12FIRST LOANTAXES CURRENT12/10 $1363.3504/11 $1363.35NO LIENS

Property FMV evaluated with comps

Rent rates consider many factors, including absorption rates, vacancy, and at least 3 recent comparable rentals.

DRIVE REPORT- Occupied 2 story 2 car on cul de sac. House exterior good. Front yard needs water and fertilizer. Nice neighborhood. Small cul de sac. Backyard has a little hill in back with houses above. Interior appears to be in good condition, kitchen shows recent redecoration and good care. Some carpet damage in living area No contact.

WHAT IS OUR ADVANTAGE?:We are one of the few operators that can find valuable buys, in scale, at the auctions

https://batchgeo.com/map/5aa38e76092aa94e5e80458e63d2c9fe


Some of our supply is generated by a series of dedicated, external brokers who understand our purchasing model and pre-screen potential acquisition candidates

Acquisitions: We’ve Built a Network of Exclusive Brokers

• 1. We have recruited an extensive network of outside (“external”) brokers looking for discounted homes for rental and flips

• 2. Network of Short Sale / REO Brokers present homes that meet our yield requirements and program stipulations

3. Our Acquisitions Team will review the home and if the home is a good fit with our portfolio, have the broker write an offer

4. Price and terms are negotiated and escrow opened.

• dedicated inspectors assures that we can accurately project the renovation costs / cost basis of home in advance of purchasing the home

We use dedicated transaction coordinators. to manage timeline, ensure consistency and drive the process

5. We use dedicated assessors to inspect any home we have in escrow. Using the

WHAT IS OUR ADVANTAGE?This network of brokers, improves the quality of homes we buy, by presenting us with dramatically more opportunities. These broker relationships take time to build and are difficult to replicate



Through our own brokers, we scour the universe of available properties looking compelling homes\

Acquisitions: We Write Hundreds of Offers Per Month

• 1. We have an “Internal” acquisitions team, who uses a variety of methods to survey homes in our regions and find those that may make compelling acquisitions

3. Our Acquisitions Team will contact the broker to better understand the property and get a sense for sale dynamics

4. Price and terms are negotiated and escrow opened.

• 2. Each property is evaluated in detail to make sure it fits in the program and presents compelling economics

to manage timeline, ensure consistency and drive the process

We use dedicated transaction coordinators.

5. Dedicated inspectors, tax / title research are evaluatedAny price or deal adjustments made, yield recalculated and, if it’s still attractive, deal

WHAT IS OUR ADVANTAGE?We are able to take a proactive approach to portfolio management and able to buy homes – on average – at a discount to even the auction

The number of homes we manage provide us a good sense of what improvements drive value in each of the neighborhoods where we operate. The insight our volume provides

us is unique and difficult to copy



Sourcing: Our Arbitrage Fund Shows we Buy at a Discount

Blue Bar = Average Sales PriceYellow Line = Average ROE of Homes SoldRed Line = Discount to Market (Sales

Price less All-in Cost)

The best proof of our capability to acquire homes at a discount is demonstrated by our arbitrage fund - where we sell the homes we buy (usually 3 – 5 months after

purchase) – rather than lease them

[The rental fund’s capital appreciation is enhanced by the fact we buy assets at a discount to their FMV]

Arbitrage Fund Returns Stratified by Quarter Sold

As institutional rental investors have entered the market, we’ve found the prices of the most attractive rental homes ($150K - $300K) have been bid up to FMV. As a result, we adjusted our arbitrage strategy to increasingly, focus on premium end of the market, where we’ve continued to find value


Our drivers are trained to work with the occupant to facilitate a lease: including offering to lease the home back to the occupant, cash for keys, relocation assistance and counseling.

Collaborative (65%*)In a small percentage of our homes, the tenant assumes an adversarial stance. In each of our areas, we have a standard eviction process and work to maintain a positive dialogue with the occupant throughout

Eviction (10%)Home is purchased without an occupant. Home is assessed and renovation begins immediately

Vacant (25%*)

Possession: Our Cooperative Approach Improves Outcomes

One of the reasons homes at the auction often trade at a discount to their FMV is because they are often still occupied

Our drivers are trained to work collaboratively with the occupant to either (1) lease the home back to the occupant or (2) produce a vacated home

Depending on the situation, we’ll offer cash for keys, alternative rental homes, relocation assistance and references to help that occupant stay in the neighborhood and find a suitable residence

Collaborating with the occupant is the right thing to do and produces better outcomes (occupant living in your asset)

We Collaborate with Occupants

PINTAR

DRIVER

HOME #1

VACANT

HOME #2COOPERATIV

ETENANT

HOME #3OBSTINANT TENANT?

Before we bid, our drivers will ascertain whether a home is occupied (and if so, try to talk with the occupant to see what his intentions are and factor that into our bid)

* Occupancy of approximate percentage of homes we’ve purchased at auction (MLS purchases are vacant)

WHAT IS OUR ADVANTAGE?Occupied homes typically trade at a deeper discount. We’re good at driving better outcomes from occupied homes while building constructive relationships with the occupant


Renovation: We Optimize Our Rehab for What Customers Value

Item Bid Amount1,500

300 400 800

1,500 150

30 250 250 400

1,600 500 100

1,200 400

x x x x x 1,176

x 300

x 120 60

x x x x x 850

Additional Notes: ADD ONS drywall repairs entire house $900.00450 250 325 175 200 300 150 225

x 225

x x x 90

x x x 525

x x 60

x x 40

x x x 70

x x x 40 700

ADD ONS remove and haul away chain link fence in front and side yard $500.00

need 3 sets of matching door hardware $150.00

need garage door remote and program $50.0080

Sq ft 205 550

Sq ft 35 200

17,796

Port Street Realty Corporation

Property Assessment Worksheet

need shower rods

shower heads

Total

missing / damaged towel bars

missing or damaged paper holders

trim and clean up property / bark front planters

needs new fixtures on wall

power wash entire exterior

misc. faucet parts

remove old and replace

check only

ADD ONS FROM BELOW

remove and haul away 90 ft of old wooden fence and replace wth new

new fence gate needed

check sprinkler system

need 2 porch lights

need 1 gfi waterproof outlet cover

check only pool condition and fill

need some new frames and re-screens / replace 1 broken window

Repair Notes

Trash out entire house - extreme debris thoughout property

check only for roof repairs

paint fascia where needed

paint all wood on front of house

Vinyl

Other Flooring

remove and replace vinyl in kitchen and 3 bathrooms

remove and replace entry tile

need new stove

Smoke Detectors

Lighting

Opening Size

Opening Size

Bath/Shower Valve

Towel Racks

Toilet Paper Holder

Light Fixtures

Sink / Faucets

Toilet

Bathtub/Shower Enclosure

Cabinet Drawers-Repairs

Counter Tops

Walls / Ceiling

Hanging Light Fixtures

Light Fixtures

Exterior Power Wash

Doors / Hardware

Window Coverings

GFI outlets

Pool Condition

Pool Equipment

Walkways

Light Fixtures

Fence

Gate

Irrigation

Landscape

Windows / Screens

Range

Microwave

Paint

Dishwasher

Debris removal

Roof - Shingles

Roof - Eaves / Fascia

Light Fixtures

30"

30"

24"

need smoke and carbon detectors

ADD ONS FROM BELOW

need new microwave

need new dishwasherOpening Size

Sink / Faucet

Cabinet Doors-Repairs

paint entire inside of home @ .85 sq ft

need nook light fixture

replace hanging light at top of stairs

shelve paper needed in all drawers

re-grout tile counter tops

need door stops throughout home

re-finish all kitchen cabinetry

need new faucet

vertical blinds throughout

re-do 2 can lights in kitchen ceiling

The number of homes we manage provide us a good sense of what improvements drive value in each of the neighborhoods where we operate. The insight our volume provides

us is unique and difficult to copy

INITIAL ASSESSMENT

DOLLARS WE SPEND ON RENOVATION TEND TO DRIVE BETTER RETURNS

We recently studied a population of the past 18 months of our arbitrage fund (flip fund) transactions. On the x-axis, we charted the amount of reno as a percentage of total cost (Renovation $ / Total Cost of Home) and on the y-axis, we charted annualized returns. For renovation between 5% and 20% of total cost – for every additional % of renovation performed, we generated almost 4% of incremental annual return

WHAT IS OUR ADVANTAGE?Our construction crews, assessors and construction management are familiar with both our standard and scope of work and can produce optimized renovation packages on expedited timetables


Marketing: Volume of Homes Support Multiple Strategies

Direc

t

Mar

keti

ng

Web

Marketi

ng

Special

Program

s

Targ

ete d M

arke

ti ng

• We work to understand whether there are government or private assistance programs in our area (e.g. subsidies and assistance for veterans, Native Americans)

• We list properties on ~60 websites (Craiglist, Hotpads, Redfin etc.)

• When a prospective tenant calls, our agents direct that tenant to our website – where we show multiple listings in the same area.

• Often the tenant will end up selecting another property from the website

• We seek out local area employers that employ our target demographics (hospitals, schools) and design marketing programs to raise awareness

• Convert the existing occupant into a tenant

• Get referrals from occupant or neighbors

• We work to drive direct leasing as saves renovation costs and reduces vacancy

Because of the robust supply of properties we have on market, we can employ a variety of strategies

WHAT IS OUR ADVANTAGE?Volume of supply supports multi-pronged marketing channel driving shorter time-to-lease and better outcomes for our investors


Our Rental Model Generates Compelling Returns

FINANCIAL PROJECT PROJECT

LEVERED RETURNSInvestor Hold Period (Yrs): 5

Total Nominal Profit $16,446,462Peak Invested Equity $14,999,290 FinancingIRR 17.0% LTC: 60%Equity Multiple 2.10x Coupon: 0.045

NET PROFIT ASSET

Revenues Single Asset Total Project Blended Yr. 1

Net Sales Proceeds 608,470 55,480,258 Annual % Monthly Las Vegas % SoCal %

Net Operating Income 90,365 8,494,328 Purchase Price 344,000 240,000 94% 400,000 91%Total Revenues 698,835 63,974,586 Avg Basis 375,940 255,300 100% 440,900 100%

Costs Avg Value 421,053 285,936 493,808Acquisitions 378,657 35,593,762 Embedded Equity 12.0% 12.0% 12.0%Finance Charges 52,027 4,890,511

Total Costs 430,684 40,484,273 Gross Income 31,391 7.9% 2,616 22,200 8.7% 33,600 7.6%EGI 29,194 93% 2,433 20,646 93% 31,248 93%

Net Profit $268,151 $23,490,313 Expenses 8,946 32% 745 7,795 38% 9,340 30%Net Yield 19,664 5.2% 1,639 12,438 4.87% 21,283 4.83%

MACROECONOMIC

65%

35%

Equity Allocation

34

60

# Homes

6%

11% 11%

7%4%

9%

20%

15%

8%

3%

45%

6%0%

10%

20%

30%

40%

50%

0%

5%

10%

15%

20%

25%

Year 1 Year 2 Year 3 Year 4 Year 5

S. CA - HPA

Las Vegas - HPA

Absolute Blended HPA

Absolute Expense Esc.

Annual Absolute

Las Vegas

S. CA

Our rental strategy offers investors the opportunity to participate in the long-term appreciation expected in the Southwest while receiving a modest cash dividend

ASSUMPTIONS• 4 year hold• Average basis

in home ~375K• Appreciation

based on John Burns’ Research

• Basis at a 10% discount to FMV

• Stabilized portfolio produces ~8% gross rental yield

• 5% annual cash distribution

• Leverage at 60% of cost

• 4.5% coupon


CONFIDENTIAL

ManagementBiographies




Our Executive Team

Stage 2

Stage 3

Stage 4

Stage 5

Jeff Pintar• Founder and Managing Partner• National Partner - Panattoni Development Co.• CB Commercial• California State University – Fresno (B.S.

Marketing)

Steve Doll• Partner, Business Development• Managing Director – Carrington • Managing Director,

Investment Banking – Credit Suisse

• MBA – University of Chicago, Honors (Economics)

• BS – Pepperdine University

Greg Sellers• Chief Operating Officer• Regional Operating Officer –

Panattoni Development Co.

• Vice President – Bank of America

• MBA – UC Davis• BA – Texas A&M

(BA – Business Administration)

John Kralik• Partner, Acquisitions• President and Owner,

JT Investment Properties• Vice President, DC

Commercial• Loyola Marymont University

(BA – Business Administration)

Steve Brahs• Head of Port Street Realty• Vice President and GM –

Business Property Div – The Irvine Company

• First Service Corporation• Whittier College (BA

Business Administration)


CONFIDENTIAL

Term Sheet




23

Fund Name: Dhando Residential Fund

Manager: PIC LLC

Goal: Create compelling quarterly cash distributions for investors while mitigating downside risk. We buy distressed homes through various channels, renovate and then seek to rent those homes for a reasonable cash yield. We will then seek to create capital gains for our investors by selling these homes into a higher priced market

Preferred Return: Investors earn an 8% preferred return on their invested balance. If our quarterly cash distribution is less than 8%, the balance will accrue to their capital balance and will be paid before any profit split

Minimum Investment: $100,000 or other amount at the discretion of the manager

Term: 5 year lockup with one 1 year extension

Overhead cost reimbursement: 1% of the invested balance per year paid to Manager for administrative costs

Profit Splits: 70% to Investors and 30% to Manager after the 8% preferred return

Distributions: Quarterly

Target Leverage: Not to exceed 75% of value

Other Fees: Quarterly and Annual accounting fees to outside auditor and accountant

Overview of Key Offering Terms of Fund


Overview of Key Offering Terms of Fund

24

Acquisition Channels: First Trust Deed Foreclosures, REO’s, and short

sales

Property Type: Single Family ResidentialMarket: Broadly, throughout the Southwest – including California, Nevada and

Phoenix – and in the Southeast, notably Georgia and Florida

Title Holder: The Fund takes title to the properties – as an investor in the fund, you own the property

Renovation / Rehab: We believe the best opportunity for PIC to create value for its investors is through renovations. Homes that have fallen into a state of modest disrepair sell for a discount that is meaningfully greater than the amount we’ll spend on renovation. However, we tend to avoid the risk of major renovation in favor of shorter timelines. Typically, we purchase homes where we believe the property will need <$50,000 improvements / home


CONFIDENTIAL

Risk Factors and Other Investment

Considerations




26

Alignment of Interest/Co-Investment• The principals of PIC have substantially all of their capital invested alongside of our investors

Debt Guarantee• PIC will provide any and all necessary guarantees required for any debt financing.

Diversification• The Fund will diversify its investments across many properties in various markets across

Southern California. Including the ability to hold a portion of the assets, not to exceed 35%, long term as rentals and decrease capital gains taxes.

Limited Capital Exposure and Risk Period • The Fund will target an average purchase price of $250,0000 - $400,000 and a three month

hold, thereby reducing exposure to any short-term fluctuations in market conditions. • In addition, we are purchasing homes at discounts of approximately 20% of immediate re-

sale value. This margin allows for some decline in market value before any capital is at risk.

Internal Controls/Risk Management • The principals of the Fund are accustomed to maintaining a high level of internal controls

financial accounting and risk management analysis through their many years of experience in the real estate industry.

Reporting• PIC has a web based reporting system that allows investors 24/7 access to all information on

every property, the Fund’s balance sheet, or any other relative information.

Other Investment Considerations


Your potential interest in this investment opportunity (your “Interest”) is speculative and involves risk.

You should carefully read this memorandum and, if one has been provided, review the proforma for the Interest (“Proforma”), including the assumptions thereto, before purchasing the Interest. The Proforma consists of “forward–looking:” statements that are based on various assumptions regarding future operation and management of the Subject Project, such as renovations, marketing and certain budgeted expenditures. These forward-looking statements may not accurately predict future events or the actual performance of the Subject Project. It is possible that you could incur a complete loss of your investment and you should be able to financially bear such a loss. In addition, any projections and representations written or oral, which do not conform to those contained in the investment proposal must be disregarded. You should consider carefully, among other risks, the following risks, and should consult with your own legal, tax, accounting and financial advisors before investing in the Interest These risk factors, or other events, could cause actual results to differ materially from those discussed in this memorandum. You should consult with an attorney and a tax advisor prior to purchasing the Interest in order to examine the full extent of any potential tax and legal consequences relating thereto. This memorandum is not intended to provide you with any individual legal or tax advice, nor is it intended to provide an all-inclusive discussion of the possible risks relative to your individual circumstances.

Investing in Our Funds Has Risks – Please Review


28

General Risks of Investment in the Subject Project

Cash flow will be derived from the resale of properties and/or rental payments. Payments to you will be contingent on the Subject Project’s successful operation; therefore, the economic success of an investment in the Interest will depend directly upon the resale market and/or lease or leases.

A failure to sell a property and/or a vacancy by a tenant that is not replaced or is replaced at less attractive terms can adversely affect operating results or render the sale or refinancing of the Subject Project difficult or unattractive.

No assurance can be given as to the accuracy of certain assumptions related to the future sale and/or occupancy of the Subject Project by tenants or the ability of such tenants’ to pay rents or costs for the Subject Project, as these matters will depend on events and factors possibly beyond the control of the limited liability company members.

Such factors include continued validity and enforceability of the lease in the event a tenant defaults thereunder, the financial resources of the tenant, adverse change in local population trends, market conditions, neighborhood property values, local economic and social conditions, supply and demand for property similar to the Subject Project, competition from similar properties, environmental hazards and liabilities caused by third parties, interest rates and real estate tax rates and assessments, governmental rules, regulations and fiscal policies, zoning restrictions, the enactment of unfavorable environmental or hazardous material laws, labor and material costs, uninsured losses, effects or inflation and other risks.

28

Risks of Investing in Real Estate

2828


Sale of InterestsYou will be required to represent that you are acquiring the Interest for investment purposes and not with a view to distribution or resale (of your Interest), and that you can bear the economic risk of investment in the Subject Project for an indefinite period of time. This representation is required because the Interest has not been registered under any state “Blue Sky” or securities laws, and cannot be sold unless they are subsequently registered or an exemption from such registration is available. In addition, there is no guarantee that a market will exist for the Interest, and you cannot expect to be able to liquidate your investment in case of an emergency. Further, the sale of the Interest may have adverse federal income tax consequences to you.

Offering Not Registered With Securities and Exchange Commissioner or State Securities CommissionsThe Interest will not be registered with the SEC or any state securities commission. The Interest is being offered in reliance upon an exemption from the registration provisions of the Act and state securities laws applicable only to offers and sales to prospective members meeting the suitability requirements set forth herein. Since this is a nonpublic offering and, as such, is not registered under federal or state securities laws, prospective members will not have the benefit of review or comment by the SEC or any state securities commission.

Private Offering Exemption – Compliance with RequirementsThe Interest is being offered and will be sold to you in reliance upon a private offering exemption from registration provided in the Act and state securities laws. If Pintar should fail to comply with the requirements of such exemption, you will have the right, if you so desire, to rescind your purchase of the Interest. It is possible that if your rescission succeeds, Pintar may not have sufficient funds to pay for such rescission. Your right to rescission might also fall under applicable state securities or “Blue Sky” laws and regulations in states where the Interest will be offered without registration or qualifications pursuant to a private offering or other exemption.

Risks of Investing in a Private Offering

offering memo 1

Economy & Finance

homes weve

acquisition renovation

funds rental

management fund

multiinvestor funds

investors commitment

investor outcomes partners

investor transparency