the trails master plan - phase 2

THE TRAILS MASTER PLAN – PHASE 2

DUE DILIGENCE REPORT

FEBRUARY 2015

© 2015 – NMS CAPITAL – DUE DILIGENCE REPORT : CONFIDENTIAL • ThE TRAILS MASTER PLAN – PhASE 2 • CONFIDENTIAL

DISCLAIMERSYou should not construe the contents of this report as investment, legal,

tax, or other advice. You must rely on your own advisors, including your own

legal counsel and accountants, as to legal and tax related aspects of this report.

You must rely on your investment advisor as to whether or not this investment

is suitable for you. Certain information contained herein has been obtained

or is derived from sources prepared by third parties. While such information is

believed to be reliable for the purposes used herein, we do not assume any

liability or responsibility for the accuracy of such information. We have not

investigated the accuracy of this information and we have not independently

verified the assumptions on which such information is based.

The information contained herein is subject to correction, completion,

verification, and amendment. This report contains summaries of certain terms

of documents and agreements. All such summaries are qualified in their entirety

by the terms of the actual documents and agreements. If any of the terms,

conditions, or other provisions of the actual documents and agreements are

inconsistent with or contrary to the descriptions or terms in this report, the terms

of the actual documents and agreements will control.

Unless stated otherwise, all time sensitive information is provided as of the

date hereof and all other statements in this report are made as of such date. This

report has been prepared in the English language. In the event any translation of

this report is prepared for convenience or any other purpose, the provisions of

the English version shall prevail. If there is any discrepancy between a translated

version and the English version, the English version shall prevail.

2


TABLE OF CONTENTS

4 DOCUMENTS REVIEWED

7 SCOPE OF DUE DILIGENCE

9 INTRODUCTION

10 SUMMARY AND HIGHLIGHTS

11 REGIONAL CENTER ORGANIZATIONAL STRUCTURE

12 LENDER ORGANIZATIONAL STRUCTURE

13 BORROWER/DEVELOPER ORGANIZATIONAL STRUCTURE

14 GENERAL CONTRACTOR ORGANIZATIONAL STRUCTURE

15 CAPITAL STRUCTURE

17 INVESTMENT STRUCTURE

19 FINANCIAL PROJECTIONS

22 PROJECT COSTS

23 MARKET ANALYSIS

29 PROJECT TIMELINE

32 EXIT STRATEGY

32 TEA DESIGNATION

32 REGIONAL CENTER

33 JOB CREATION AND ECONOMIC IMPACT

37 EB-5 INVESTMENT OVERVIEW AND PROCESS OVERVIEW

39 COMPANY MANAGEMENT

40 THIRD PARTY SERVICE PROVIDERS

43 SWOT ANALYSIS

48 SUMMARY AND OPINION

50 IMPORTANT DISCLOSURES

3


DOCUMENTS REVIEWEDORGANIZATIONAL DOCUMENTS

• Investment Structure Organizational Chart

• Lender Issuer: Woodmont Limited Partnership 1, L.P

– Limited Partnership, Certificate of Limited Partnership & Registered Agent Acceptance

• General Partner of Lender/Issuer: Woodmont Investment 1, LLC (General Partner of the Lender/Issuer)

– Articles of incorporation and Operating Agreement

• Owner of General Partner: Woodmont Holdings 1, LLC

– Articles of Organization and Operating Agreement

• Regional Center: Woodmont Regional Center, LLC


– Regional Center approval from USCIS

– Sponsorship Agreement between Woodmont Regional Center, LLC & the Woodmont Limited Partnership 1, LP

• Owner of Regional Center: Woodmont Land, LLC


• Borrower/Developer: Rainbow Paseo, LLC


• Owner of Borrower/Developer: Trails Holdings 1, LLC


• General Contractor: Wexford Construction, Inc.

– Articles of Incorporation, Bylaws, Corporate Charter, Certificate of Good Standing, Consent in Lieu of

Organizational Meeting, State Business License and Annual List of Officer & Directors

• Member/Owner General Contractor:

– Albuquerque Investments Trust Declaration of Trust dated April 18, 2014

• Member/Owner of Trails Holdings 1, LLC, Woodmont Holdings 1, LLC and Woodmont Land, LLC

– Albuquerque Investments Trust Declaration of Trust dated April 18, 2014

– Trust Agreement for Elizabeth Grace Ballog Trust, dated December 17, 2009

– Trust Agreement for John Longford Murtagh Trust, dated December 17, 2009

– Trust Agreement for Kelly Lynn Murtagh Trust, dated December 17, 2009

4


TARGETED EMPLOYMENT AREA (TEA) INFORMATION

• TEA Letter – New Mexico Targeted Employment Area Designation Letter from the New Mexico Department of

Workforce Solutions

PRIVATE PLACEMENT DOCUMENTS (PPM)

• PPM Documents

– Confidential Offering Memorandum

– Limited Partnership Agreement

– Subscription Agreement

– Investor Eligibility Questionnaire

– Spousal Consent

– Anti-Money Laundering Information Form

– Investor Acknowledgement

– Secured Promissory Note

– Loan and Security Agreement

– Escrow Agreement

COMPREHENSIVE BUSINESS PLAN

• Comprehensive Business Plan for the Trails Master Plan – Phase 2

– Exhibit A Project Proforma

– Exhibit B Budget Assumptions: Sonata

– Exhibit C Budget Assumptions: Adagio

– Exhibit D Budget Assumptions: Valle Vista

– Exhibit E Budget Assumptions: Valle Prado

– Exhibit F Budget Assumptions: Durango

– Exhibit G Developer Experience

– Exhibit H Market Analysis, prepared by WestCorp Management

– Exhibit I CBRE Apartment Market Survey

– Exhibit J Quarterly Housing Digest

– Exhibit K Site Plans for Sonata & Adagio Apartments

– Exhibit L House Floor Plans for Durango

– Exhibit M Permit Status Letters

– Exhibit N Engineering/Entitlement Status Letters

– Exhibit O Utility Availability Letters

– Exhibit P Targeted Employment Area (TEA Letter)

– Exhibit Q Broker Opinion of Value for the apartments, by Colliers

– Exhibit R Appraisal of land values, by David Pearson

– Exhibit S Economic Analysis prepared by Wright Johnson

5


MARKET ANALYSIS INFORMATION

• Market Study prepared by WestCorp Management Group

• Apartment Market Survey prepared by CBRE

• Housing Market Survey prepared by DataTraq

• Property Appraisal of the Land, prepared by David Pearson

• Broker Opinion of Value of the apartment projects, prepared by Colliers International

CONSTRUCTION COSTS & TIMELINE VERIFICATION:

• Verification of vertical construction costs & construction timeline prepared by Dekker/Perich

• Verification of land development construction costs & construction timeline prepared by Bohannan Huston

• Verification of permit approval requirements signed by the City of Albuquerque government agency

• Verification of the entitlement process signed by the City of Albuquerque government agency

• City of Albuquerque Planning Department Letter Confirmation of Sector Development Plan for Portions of The

Trails Subdivision

UTILITY AVAILABILITY/WILL SERVE LETTERS

• Utility availability letters from the Public Service Company of New Mexico, the Bernalillo County Water Utility

Authority and New Mexico Gas Company

TITLE COMMITMENTS

• Title commitments showing ownership of the property by Woodmont Paseo, LLC and The Trails, LLC (affiliated

companies of the Developer)

NMS DOCUMENTS

• NMS & Woodmont Limited Partnership Engagement Letter

• Questionnaires for Managers, Directors and Officers in Connection with Private Placement of Securities

6


SCOPE OF DUE DILIGENCEThis report summarizes the results of the due

diligence investigation conducted as of February 2015.

Due diligence was conducted by staff of NMS Capital

Securities, LLC by reviewing all documentation pursuant

to request,, through email and telephone conversations

with John K. Murtagh, Manager of Woodmont Regional

Center, LLC (the “Regional Center” or “WRC”), and Susan

Berger, Operations Manager for Wexford Construction,

Inc. (the “General Contractor”), and by contacting entities

to independently confirm certain documentation and

statements in relation to The Trails Master Plan – Phase

2 (the “Project”). Accordingly, we have independently

confirmed and verified the following:

• Woodmont Regional Center LLC regional center

designation with the USCIS

• Good standing of all entities with the secretary of

state for the State of Nevada

• The appraisal prepared by David Pearson, MAI

• The letter provided by Dekker/Perich/Sabatini for

the vertical construction costs and construction

timeline

• The letter provided by Bohannan Huston for the

land development costs and construction timeline

• The Broker’s Opinion of Value with Colliers

International for the value of Sonata and Adagio

apartments at time of completion

• Clean background for John K. Murtagh

• Clean background for Susan Berger

• Clean background for Woodmont Regional

Center, LLC

• Clean background for Wexford Construction, Inc.

• TEA Letter issued by the State of New Mexico

• And review of all documents listed herein

DEVELOPER EXPERIENCE – DOCUMENTATION RECEIVED AS VERIFICATION

• Purchase Agreement between Hakes Brothers, LLC and Woodmont Paseo, LLC

• Purchase Agreement between DR Horton and The Trails, LLC

• Purchase Agreement between TJT Group, LTD. and Woodmont Paseo, LLC

• Purchase Agreement between Twilight Homes of New Mexico, LLC and Valle Vista The Trails, Inc.

• Purchase Agreement between DR Horton and Sierra at the Trails, Inc.

• Purchase Agreement between Turquoise Trail Association, Inc. and Larry E. Carter/Andrew D. Jordan

• Purchase Agreement for Mountain View

• Purchase Agreement for Longford Village

• Purchase Agreement between Adolfo and Merlina Perez and Ronald Perez and Wexford Villages Limited

Partnership for Wexford Village

• Purchase Agreement for Gleneagles

• Lease Agreement for Longford Shoppes at Sumerlin Parkway

• Lease Agreement for Longford Plaza Office Park

7


INTRODUCTIONThe Trails Master Plan – Phase 2 (“Project”), is the

second phase of the Trails Master Planned Community

(“TTMPC”), which is a planned multi-phased mixed use

development. The Project will feature a minimum of

128 homes, 506 apartments and 215 improved lots in

Albuquerque, New Mexico. Phase 1 has been completed

and included 700 homes, 200 lots and 260 apartment

units. When completed, TTMPC will comprise of a total of

1,500 residential homes, 2,100 apartment units and 75,000

sq. ft. of commercial space to a previously-undeveloped

tract of 450 acres.

9


SUMMARY AND HIGHLIGHTSType of Investment Limited Partner Interests

Total EB-5 Capital $27,000,000 max (25.84% of capital stack), $7.5 million minimum

Non-EB-5 Capital $39,074,732 (37.39% of capital stack)

Investment amount per EB-5 investor $500,000

Return on EB-5 investment 0.5% return annually

Total EB-5 investors 54

Exit Strategy Sale of the homes and lots, or sale or permanent financing of the apartments

Duration to exit 3-5 years

Administrative Fee $50,000

Job Creation Estimate 1,188.90 jobs (22 jobs per investor for maximum raise)

Jobs required 540

Additional jobs 648.90

Investor reporting Annual financial statements reviewed by an independent public accounting firm, and K-1 statements reporting allocable shares of the Partnership’s profits and losses

Refund of investment Upon I-526 denial

Fund Administrator and Escrow Services Granite Escrow Services

General Partner, Project Company, Regional Center, and General Contractor Relationship

Interrelated; not independent

Developer Management experience 35 years of real estate experience

Additional Financing $38,429,873 (36.77% of capital stack) in bank financing

Economic Study Prepared by Wright Johnson, LLC

10

MEMBER:

WOODMONT LAND, LLC

(100%) – NEW

MEMBER:

• 28% ALBUQUERQUE INVESTMENTS TRUST (NEW)

• 24% KELLY LYNN MURTAGH LEGACY TRUST

• 24% JOHN LONGFORD MURTAGH TRUST

• 24% ELIZABETH GRACE BALLOG LEGACY TRUST

WOODMONT REGIONAL CENTER, LLCMANAGER:

JOHN K. MURTAGH

MANAGER:

JOHN K. MURTAGH

TRUSTEE:

PREMIER TRUST


11REGIONAL CENTER ORGANIZATIONAL STRUCTURE

11


MEMBER:

WOODMONT HOLDINGS 1, LLC

(NEW)

GENERAL PARTNER:

WOODMONT INVESTMENT 1, LLC

(NEW)

MEMBER:





WOODMONT LIMITED PARTNERSHIP 1

(NEW COMMERCIAL ENTERPRISE)

MANAGER:

JOHN K. MURTAGH

LIMITED PARTNERS:

FOREIGN INVESTORS

MANAGER:

JOHN K. MURTAGH

TRUSTEE:

PREMIER TRUST

LENDER ORGANIZATIONAL STRUCTURE12

MEMBER:

TRAILS HOLDINGS 1, LLC

(NEW)

MEMBER:





RAINBOW PASEO, LLC (NEW):

• JOB CREATING ENTITY (PROJECT DEVELOPER)

• RECIPIENT OF EB-5 FUNDS

• LAND OWNER

MANAGER:

JOHN K. MURTAGH

MANAGER:

JOHN K. MURTAGH

TRUSTEE:

PREMIER TRUST


BORROWER/DEVELOPER ORGANIZATIONAL STRUCTURE

13


THE ISSUER (LENDER)

The Lender, Woodmont Limited Partnership 1, L.P. a

Nevada limited partnership is managed by Woodmont

Investment 1, LLC its general partner “(the “General

Partner”). John K. Murtagh is the manager of the General

Partner. The Limited Partnership will consist of up to 54

limited partners, which will be the Employment Based Fifth

Preference Program (“EB-5 Program”) investors and the

General Partner. The General Partner will be responsible

for managing the loan, including making all decisions

in relation to the financing, structuring, monitoring and

disposition of the loan and providing certain administrative

services to the Company.

INVESTMENT PERIOD

The Loan will have a minimum term of 3 years, but

will not be repaid until the end of the Investor’s period of

conditional residence as interpreted by USCIS. If the Project

Company is unable to repay the Loan principal because

the Investor’s period of conditional residence has not yet

ended by end of 3 years, then the Project Company may

continue to utilize Loan proceeds for its ongoing business

operations, including additional real estate development

and construction activities.

THE DEVELOPER (BORROWER)

Rainbow Paseo, LLC will be the Job Creating Entity

(“JCE”) and will own all of the property included in the

Trails Master Plan – Phase 2. The JCE will be managed by

John K. Murtagh and its sole member is Trails Holdings 1,

LLC, which is also managed by John K. Murtagh. The Trails

Holdings 1, LLC’s members are: Albuquerque Investments

Trust (28%); Kelly Lynn Murtagh Legacy Trust (24%); John

Longford Murtagh Legacy Trust (24%) and Elizabeth Grace

Ballog Legacy Trust (24%).

MEMBER:

ALBUQUERQUE INVESTMENTS TRUST

WEXFORD CONSTRUCTION, INC.

GENERAL CONTRACTOR

OFFICERS:

KELLY CALHOUN, PRESIDENT

SUSAN BERGER, SECRETARY

GENERAL CONTRACTOR ORGANIZATIONAL STRUCTURE

14


CAPITAL STRUCTUREANTICIPATED CAPITALIZATION OF THE TRAILS MASTER PLAN – PHASE 2:

SOURCE OF FUNDS

SOURCE OF FUNDS AMOUNT PRECENTAGE

EB-5 Capital $27,000,000 25.84%

Developer Equity & Sales Proceeds $39,074,732 37.39%

Domestic Funding (i.e. bank loan) $38,429,873 36.77%

TOTAL $104,504,605 100%

EB-5 Capital$27,000,000

Developer Equity & Sales Proceeds$39,074,732

Domestic Funding (i.e. bank loan)$38,429,873

SOURCES OF FUNDS

25.84%

$104,504,605

37.39%

36.77%

DEVELOPER EQUITY AND SALES PROCEEDS

Developer equity consists of 13 acres of the Property

with clear title, and contributes approximately $2,053,498,

which is 1.96% of the total capital stack. Sales proceeds

will be $37,021,234 in closing proceeds from the sale

of improved lots, homes and apartments projects, for a

combined total of 37.39% of Developer equity and sales

proceeds. Over $10,000,000 in infrastructure costs for the

Project has already been spent.

DOMESTIC FUNDING (I.E., BANK LOAN)

The remaining capital will be secured through domestic

funding (i.e. bank loan), in the amount of $38,429,873

(the “Loan”). This lender will require a first priority, or first

trust deed on the apartment property, with the Investors

in a second position as collateral for the EB-5 portion of

this Loan. Since the EB-5 funds will be the only lender on

the lots and homes, they will have a first position on that

property collateral on that portion of the EB-5 loan. Trust

Deeds give the lender the security they need to take over

the ownership of the property if the borrower defaults

on the Loan. However, it must be noted that as the exact

dates of the need for the capital cannot be determined at

this point in the EB-5 investment process, such financing

has not been put in place. This financing may not be

obtained and may create a delay or halt in the Project, and

should therefore be considered speculative.

15


EB-5 LOAN FINANCING

If the EB-5 investment capital is successfully raised in

full as intended, the lender, Woodmont Limited Partnership

1, LP will provide a Loan in an amount of up to $27 million

for a term of a minimum of three years, with an annual

interest rate of seven (7%) to Rainbow Paseo, LLC. During

the term of the Loan, the Developer will make interest-only

payments to the Company, leaving all principal investment

intact and at risk for a period of no fewer than 36 months

or until all I-829 petitions have been approved.

EB-5 LOAN CLOSING

The initial tranche is expected to be in the amount of at

least $7,500,000.

EB-5 LOAN SECURITY

The loan will be secured by the following collateral:

1. A first priority lien on the homes and improved lots

and approximately 65 acres of land.

2. A second priority lien on the apartment units in

the Project.

IN THE EVENT MINIMUM OFFERING IS NOT RAISED BY LENDER

If the Minimum Offering amount, $7,500,000,

is not received, the Offering will be canceled and

the escrow agent will be instructed to return all

Subscription Amounts.

USE OF FUNDS

The funds will be used to achieve the objectives

of the Project and to fully finance its capitalization as

detailed below:

USE OF FUNDS AMOUNT

Land $10,851,000

Project Costs $86,129,210

Finance Costs $2,307,395

Taxes/Fees $1,645,000

EB-5 Agent and Regional Center Fees $3,572,000

TOTAL $104,504,605

16


INVESTMENT STRUCTURE

WOODMONT REGIONAL

CENTER, LLC (SPONSOR)

WOODMONT

LIMITED PARTNERSHIP 1, L.P.

THE TRAILS MASTER PLAN

(PHASE 2)

WOODMONT

INVESTMENT 1, LLC,

GENERAL PARTNER

DEVELOPER EQUITY

& PROJECT SURPLUS

CASH FLOW

BANK LOAN

RAINBOW PASEO, LLC

(PROJECT DEVELOPER & JOB CREATING ENTITY)

JOHN K. MURTACH,

MANAGER

FOREIGN INVESTORS

(LIMITED))

WOODMONT LIMITED PARTNERSHIP 1

(NEW COMMERCIAL ENTERPRISE)

WEXFORD CONSTRUCTION, INC.,

GENERAL CONTRACTOR

$27 million at-risk equity investment

$27 million loan financing to Project Owner/Developer for specified job creating project

$39.1 million $39.4 million

17


FINANCIAL PROJECTIONSIn order to develop its operating projections, the development team has taken into account a wide variety of market

information and expert opinions, as well as their own experience in the industry. Key assumptions behind the financial

projections are summarized in this section.

PROJECTED INCOME

The projected net income for the first year of development is $(29,188,979), for the second year $(27,651,031) and for the

third year $70,357,596, for a net profit of $13,517,586. The following table summarizes revenue and expenses for the first three

years of operations:

TTMPC PROJECTED INCOME SUMMARY

YEAR TOTAL REVENUE TOTAL EXPENSES NET INCOME

Year 1 $9,392,600 $38,581,579 ($29,188.979)

Year 2 $24,720,400 $52,371,431 ($27,651,031)

Year 3 $83,909,191 $13,551,595 $70,357,596

Year 4 0 0 0

Year 5 0 0 0

TOTAL $118,022,191 $104,504,605 $13,517,586

ASSUMPTIONS

• Apartments - Income is predicated on the sales revenues generated by the Sonata and Adagio apartment

projects. Total sales revenue for the Sonata project is $35,213,937 and total sales revenue for the Adagio project is

$38,688,853.

• Improved Lots - Revenue comes from the sale of 215 improved lots (Valle Prado and Valle Vista). Total revenue for

the Valle Vista project is $2,850,000 and total revenue for the Valle Prado project is $11,419,800.

• Homes - Revenue of $29,849,601 comes from the sale of 128 homes at the Durango new home

The completion of the Project is anticipated at the end of year 3. If, by the end of the 3rd year, the Project’s I-829

approvals have not been received from USCIS, the Project Company may continue to utilize Loan proceeds for its ongoing

business operations, including additional real estate development and construction activities.

On the next page is a detailed Pro-Forma:

19


THE TRAILS | EB-5 SUMMARY | PHASE 2

TOTAL MONTH 3 MONTH 6 MONTH 9 MONTH 12 MONTH 15 MONTH 18 MONTH 21 MONTH 24 MONTH 27 MONTH 30

REVENUE

APARTMENTS REVENUE 73,902,791 - - - - - - - - 35,213,937 38,688,853

LOTS REVENUE 14,269,800 - 2,457,500 392,000 2,345,500 696,000 3,994,000 - 3,240,000 - 1,144,800

hOMES REVENUE 29,849,600 - - - 4,197,600 4,197,600 4,197,600 4,197,600 4,197,600 4,430,800 4,430,800

TOTAL REVENUE 118,022,191 - 2,457,500 392,000 6,543,100 4,893,600 8,191,600 4,197,600 7,437,600 39,644,737 44,264,453

EXPENSES

LAND 10,851,000 10,851,000

PROJECT COSTS 86,129,210 1,360,175 4,371,764 7,778,737 11,336,804 12,585,760 13,366,806 13,239,918 10,259,174 7,360,467 4,469,605

PROPERTY TAXES/PID FEES 1,645,000 250,000 230,000 220,000 200,000 175,000 150,000 140,000 130,000 100,000 50,000

EXPENSES LESS FINANCE COSTS 98,625,210 12,461,175 4,601,764 7,998,737 11,536,804 12,760,760 13,516,806 13,379,918 10,389,174 7,460,467 4,519,605

CONST LOAN FINANCE COSTS 1,902,395 740,000 9,250 9,366 9,483 46,999 114,439 224,672 318,665 193,646 235,877

TOTAL EXPENSES 100,527,605 13,201,175 4,611,014 8,008,103 11,546,286 12,807,759 13,631,245 13,604,589 10,707,839 7,654,113 4,755,482

PROFIT BEFORE EB-5 EXPENSES 17,494,586

CONST LOAN DRAWS 38,429,872 740,000 9,250 9,366 3,001,273 5,395,205 8,818,641 7,519,461 6,704,984 4,368,158 1,863,535

CONSTRUCTION LOAN PAYOFFS 38,429,873 - - - - - - - - 17,696,172 20,733,701

DEVELOPER EQUITY 2,053,498 2,053,498

WORKING CAPITAL BEGINNING BALANCE 2,053,498 2,332,323 3,792,308 2,789,937 4,392,506 1,515,551 4,603,986 2,536,129 5,884,540 24,335,796

WORKING CAPITAL WITHDRAWL 60,195,338 11,721,175 4,592,514 7,989,371 8,535,531 7,365,555 4,698,165 5,860,456 3,684,189 3,092,310 2,656,070

EB-5 DRAWS 27,000,000 12,000,000 4,000,000 7,000,000 4,000,000 - - - - -

PROCEEDS FROM SALES 79,592,318 - 2,457,500 392,000 6,543,100 4,893,600 8,191,600 4,197,600 7,437,600 21,948,565 23,530,752

EB-5 PAYOFFS (0.5% INTEREST/YEAR) 27,405,000 27,405,000

EB-5 AGENT AND RC FEES 3,572,000 405,000 405,000 405,000 405,000 405,000 405,000 405,000 405,000 332,000

WORKING CAPITAL ENDING BALANCE 2,332,323 3,792,308 2,789,937 4,392,506 1,515,551 4,603,986 2,536,129 5,884,540 24,335,796 17,473,478

MASTER EB-5 AGENT COSTS (4% ANNUAL) 2,430,000 270,000 270,000 270,000 270,000 270,000 270,000 270,000 270,000 270,000

REGIONAL CENTER COSTS (2.% ANNUAL) 1,142,000 135,000 135,000 135,000 135,000 135,000 135,000 135,000 135,000 62,000

TOTAL EB-5 FEES 3,572,000 - 405,000 405,000 405,000 405,000 405,000 405,000 405,000 405,000 332,000

ADDITIONAL LAND FOR EB-5 COLLATERAL 15,069,000 SOURCE OF FUNDS USE OF FUNDS

TOTAL PROJECT COSTS: DEV EQUITY 2,053,498 PROJ COSTS 86,129,210

PROJECT COSTS 100,527,605 EB-5 FUNDS 27,000,000 TAXES/FEES 1,645,000

MASTER AGENT FEES 2,430,000 SALES PROCEEDS 37,021,234 FIN COSTS 2,307,395

REGIONAL CENTER FEES 1,142,000 TOTAL 104,504,605 EB-5 AGENT 2,430,000

EB-5 LOAN INTEREST 405,000 RC COSTS 1,142,000

TOTAL COSTS 104,504,605 TOTAL 104,504,605

REVENUE YEAR 1 9,392,600 REVENUE YEAR 2 24,720,400 REVENUE YEAR 3 83,909,191 REVENUE TOTAL 118,022,191

EXPENSES YEAR 1 38,581,579 EXPENSES YEAR 2 52,371,431 EXPENSES YEAR 3 13,551,595 EXPENSES TOTAL 104,504,605

NET INCOME YEAR 1 (29,188,979) NET INCOME YEAR 2 (27,651,031) NET INCOME YEAR 3 70,357,596 NET INCOME TOTAL 13,517,586

20


THE TRAILS | EB-5 SUMMARY | PHASE 2

TOTAL MONTH 3 MONTH 6 MONTH 9 MONTH 12 MONTH 15 MONTH 18 MONTH 21 MONTH 24 MONTH 27 MONTH 30

REVENUE

APARTMENTS REVENUE 73,902,791 - - - - - - - - 35,213,937 38,688,853

LOTS REVENUE 14,269,800 - 2,457,500 392,000 2,345,500 696,000 3,994,000 - 3,240,000 - 1,144,800

hOMES REVENUE 29,849,600 - - - 4,197,600 4,197,600 4,197,600 4,197,600 4,197,600 4,430,800 4,430,800

TOTAL REVENUE 118,022,191 - 2,457,500 392,000 6,543,100 4,893,600 8,191,600 4,197,600 7,437,600 39,644,737 44,264,453

EXPENSES

LAND 10,851,000 10,851,000

PROJECT COSTS 86,129,210 1,360,175 4,371,764 7,778,737 11,336,804 12,585,760 13,366,806 13,239,918 10,259,174 7,360,467 4,469,605

PROPERTY TAXES/PID FEES 1,645,000 250,000 230,000 220,000 200,000 175,000 150,000 140,000 130,000 100,000 50,000

EXPENSES LESS FINANCE COSTS 98,625,210 12,461,175 4,601,764 7,998,737 11,536,804 12,760,760 13,516,806 13,379,918 10,389,174 7,460,467 4,519,605

CONST LOAN FINANCE COSTS 1,902,395 740,000 9,250 9,366 9,483 46,999 114,439 224,672 318,665 193,646 235,877

TOTAL EXPENSES 100,527,605 13,201,175 4,611,014 8,008,103 11,546,286 12,807,759 13,631,245 13,604,589 10,707,839 7,654,113 4,755,482

PROFIT BEFORE EB-5 EXPENSES 17,494,586

CONST LOAN DRAWS 38,429,872 740,000 9,250 9,366 3,001,273 5,395,205 8,818,641 7,519,461 6,704,984 4,368,158 1,863,535

CONSTRUCTION LOAN PAYOFFS 38,429,873 - - - - - - - - 17,696,172 20,733,701

DEVELOPER EQUITY 2,053,498 2,053,498

WORKING CAPITAL BEGINNING BALANCE 2,053,498 2,332,323 3,792,308 2,789,937 4,392,506 1,515,551 4,603,986 2,536,129 5,884,540 24,335,796

WORKING CAPITAL WITHDRAWL 60,195,338 11,721,175 4,592,514 7,989,371 8,535,531 7,365,555 4,698,165 5,860,456 3,684,189 3,092,310 2,656,070

EB-5 DRAWS 27,000,000 12,000,000 4,000,000 7,000,000 4,000,000 - - - - -

PROCEEDS FROM SALES 79,592,318 - 2,457,500 392,000 6,543,100 4,893,600 8,191,600 4,197,600 7,437,600 21,948,565 23,530,752

EB-5 PAYOFFS (0.5% INTEREST/YEAR) 27,405,000 27,405,000

EB-5 AGENT AND RC FEES 3,572,000 405,000 405,000 405,000 405,000 405,000 405,000 405,000 405,000 332,000

WORKING CAPITAL ENDING BALANCE 2,332,323 3,792,308 2,789,937 4,392,506 1,515,551 4,603,986 2,536,129 5,884,540 24,335,796 17,473,478

MASTER EB-5 AGENT COSTS (4% ANNUAL) 2,430,000 270,000 270,000 270,000 270,000 270,000 270,000 270,000 270,000 270,000

REGIONAL CENTER COSTS (2.% ANNUAL) 1,142,000 135,000 135,000 135,000 135,000 135,000 135,000 135,000 135,000 62,000

TOTAL EB-5 FEES 3,572,000 - 405,000 405,000 405,000 405,000 405,000 405,000 405,000 405,000 332,000

ADDITIONAL LAND FOR EB-5 COLLATERAL 15,069,000 SOURCE OF FUNDS USE OF FUNDS

TOTAL PROJECT COSTS: DEV EQUITY 2,053,498 PROJ COSTS 86,129,210

PROJECT COSTS 100,527,605 EB-5 FUNDS 27,000,000 TAXES/FEES 1,645,000

MASTER AGENT FEES 2,430,000 SALES PROCEEDS 37,021,234 FIN COSTS 2,307,395

REGIONAL CENTER FEES 1,142,000 TOTAL 104,504,605 EB-5 AGENT 2,430,000

EB-5 LOAN INTEREST 405,000 RC COSTS 1,142,000

TOTAL COSTS 104,504,605 TOTAL 104,504,605

REVENUE YEAR 1 9,392,600 REVENUE YEAR 2 24,720,400 REVENUE YEAR 3 83,909,191 REVENUE TOTAL 118,022,191

EXPENSES YEAR 1 38,581,579 EXPENSES YEAR 2 52,371,431 EXPENSES YEAR 3 13,551,595 EXPENSES TOTAL 104,504,605

NET INCOME YEAR 1 (29,188,979) NET INCOME YEAR 2 (27,651,031) NET INCOME YEAR 3 70,357,596 NET INCOME TOTAL 13,517,586

21

PROJECT COSTS


LAND DEVELOPMENT

In their letter dated May 29, 2014, the civil engineering

firm Bohannan Huston confirmed the land development

costs and construction schedule of the Project. We

contacted the engineer and confirmed the letter.

CONSTRUCTION AND RELATED FURNITURE, FIXTURES AND EQUIPMENT PURCHASES

In their letter dated May 23, 2014, the architect,

Dekker/Perich/Sabatini confirmed the vertical construction

costs and construction schedule of the Project. We

contacted the architect and confirmed the letter.

ARCHITECTURE AND ENGINEERING COSTS

The confidence letters mentioned above also provide

support for the Architecture and Engineering Cost

provided in the development budget. The 3rd party

company Dekker/Perich/Sabatini Ltd. provided verification

for the architectural soft costs of $586,780. The 3rd party

company Bohannan Huston provided verification for the

engineering soft costs of $777,500. In total, Architecture

and Engineering costs total $1,364,280.

SOURCE OF FUNDS

The sources of funds that will be used to achieve

the objectives of the Project and to fully finance its

capitalization are detailed below.

EB-5 CAPITAL

EB-5 investor capital of $27,000,000 (the “EB-5 Loan”)

will be lent by Woodmont Limited Partnership 1 for

the development of the Project. The loan will have the

following terms:

1. Loan Amount: $27,000,000

2. Whenever the Partnership makes distributions

from net cash flow, the Limited Partners will have

a preferential right to receive up to an amount

equal to 0.5% of their Capital Contributions per

year before the Partnership can make any other

distribution (known as “Preferred Returns”).

Preferred Returns begin accruing on the date the

Lender lends the proceeds of an Investor’s Capital

Contribution to the Project Company. The Limited

Partners’ preferential right is cumulative; that is, if

the Lender fails to distribute the full 0.5% in any

applicable period, the Lender must pay the shortfall

amount to Limited Partners along with any current

Preferred Return before the Lender can make any

distribution to any party in a later period.

3. Loan simple interest of 7.0% to pay for 1% Regional

Center fee, 4.0% for annual broker fee, 0.5% for

Preferred Returns, 0.25% for General Partner fees,

and the remainder to pay for marketing, legal, and

accounting expenses.

The Project Company will pledge a second priority lien

as to the apartments units portion of the Project and a first

priority lien as to the homes, improved lots portion of the

Project and 65 acres of additional land that will be acquired

by the Project Company.

22


MARKET ANALYSISThe U.S. Department of Commerce, Census Bureau

indicates that in the five years prior to 2014, the real estate

industry has begun to emerge from the recessionary lows

caused by the collapse of the property market. Overall,

the industry revenue is estimated to grow at an average

annual rate of 7.9% over the five years to 2014, though this

increase largely represents the recovery from recessionary

lows. The industry’s fortunes began to turn around in 2012,

when a jump in housing starts caused industry revenue to

experience strong growth, which has continued through to

2014. Over the five years to 2014, the industry is projected

to grow at an average annual rate of 7.9% to $90.4 billion,

though this growth merely represents a recovery from the

lowest levels of revenue industry operators experienced

during the recession. Industry revenue is still far below

recessionary levels, despite an anticipated 14.1% revenue

jump in 2014. Based on these trends, private spending

for both residential and nonresidential construction is

expected to continue to gain strength, especially in

markets that demonstrate positive trends for population

growth and job creation.

Despite continued uncertainty in the financial markets,

driven by turmoil in the Eurozone, many analysts project

continued growth in the United States economy. Of

particular relevance to the Project is the fact that there has

been a steady increase in private construction spending

for both residential and non-residential construction. From

2014 to 2019, home builders are expected to see more

consistent growth as the property market recovers. Also,

2015 and 2016 are expected to be especially strong for the

industry as low interest rates, rising consumer confidence

and higher corporate profit result in strong investment

from consumers and property developers alike. However,

industry revenue growth is anticipated to moderate as

interest rates and higher mortgage rates stabilize lending

to home builders; revenue is expected to grow an

annualized 6.4% to $123.2 billion in the five years to 2019.

It should also be noted that construction costs are based

on actual costs of current construction at the Project.

23


BERNALILLO SINGLE-FAMILY HOUSING MARKET

Bernalillo County has followed the pattern of the

U.S. housing market, with permits for new single-family

construction declining sharply through 2011 from their

peak in 2005. Per the 1st Quarter 2014 “The Quarterly

Housing Digest,” prepared by DataTraq, there were 357

building permits issued in the Albuquerque Metropolitan

area from January 2014 through March 2014. There

were 1,451 permits issued during 2013. There were 111

permits pulled in NW Albuquerque during the 1st Quarter,

2014, 31.1% of market. 529 permits were pulled in the

NW market during 2013. The price range of the homes

to be sold is $160,000 to $250,000, which is 75% of this

submarket. Additionally, the number of construction

permits for single-family homes of 2,000 square feet and

larger is much greater in North West Albuquerque than in

any other region of the county, indicating strong projected

demand for housing stock in the area of TTMPC.1

ALBUQUERQUE APARTMENT RENTAL MARKET

The Apartment Market Survey Summary, conducted

by CBRE in September 2014 indicated continued strong

occupancy and solid year-over-year rent growth in

Albuquerque. From September 2013 to September 2014,

year-over-year market rent increased 2.18% from $735 to

$751 with all unit types showing rent gains. Studio units

again showed the largest gain at 3.60%, followed by one-

bedroom/one-bath and two-bedroom/two-bath units both

at 2.57%. Two-bedroom/one-bath and three-bedroom/two-

bath unit rents increased by 0.98% and 0.72% respectively.

Furthermore, Albuquerque is home to one of America’s

most stable rental markets, having avoided the massive

occupancy and rent declines experienced by most other

Sunbelt markets in 2009 and 2010.

Since CBRE’s first survey in May 2008, Albuquerque’s

weighted average rent and effective rent are up 11.26%

and 12.03%. Average September market rent showed at

least a small increase every year since 2008. Year over year

market occupancy remained nearly the same, declining

marginally from 94.37% in September 2013 to 94.30%

in September 2014. September 2014 occupancy was

94.68%,. slightly below but in line with the average of

the past seven years. Market-rate property performance

continues to strengthen with September year-over-year

occupancy increasing from 94.17% to 94.37%. Average

market-rate rent increased from $743 to $762, an

improvement of 2.56%.

The development pipeline is expected to deliver about

690 units in 2015 with about 80% of the pipeline being

market-rate properties. These properties will be mainly on

the west side of Albuquerque. Due to a scarcity of zoned or

suitable land, there will be minimal opportunities for significant

market-rate development beyond 2015. Only 180 units

of new market-rate product will be delivered in Northeast

Albuquerque in 2015, and should readily be absorbed.

The percentage of surveyed properties with occupancy

of 95% or better in September 2014 decreased slightly

to 53% from 59% in September 2013. The September

year-over-year percentage of properties with 90% or higher

occupancy increased from 86% to 89%, indicating overall

strengthening of the market. The number of properties

with occupancy below 85% decreased from 14% of total

inventory to 11%. However, there was an increase in those

below 80% occupancy from less than 1% to 2%. A pie chart

for Albuquerque occupancy can be seen below2:

ALBUQUERQUE OCCUPANCYSEPTEMBER 2014

Source: "Apartment Market Survey Summary". CBRE 2014

0-79.7%

80-84.9%

85-89.9%

90-94.9%

95-100%

1 DeMaggio, Jan. “The Quarterly housing Digest. Actual Permits Issued in: Albuquerque, unincorporated Bernalillo County, Rio Rancho, and Los Lunas. DataTraq. 1st Quarter 2014.

2 “Apartment Market Survey Summary”. CBRE. September 2014.

24


GEOGRAPHIC ANALYSIS

The Woodmont Regional Center geographic area

of focus encompasses Bernalillo, Sandoval, Torrance,

and Valencia counties within the State of New Mexico.

The TTMPC project is located in Bernalillo County, in

Albuquerque, New Mexico.

According to the U.S. Census Bureau, New Mexico’s

population has grown 14.5% from 2000-2011 to a high

of 2,082,224 in 2011, making it the 36th most populated

state. According to the Bureau of Labor Statistics, in 2010,

New Mexico boasted a total gross state product (“GSP”) of

$75,500,000,000 USD, making it the 38th wealthiest state

in terms of GSP. The state also ranked 44th in the nation in

terms of annual per capita personal income with $17,261. As

of September 2012, New Mexico has an unemployment rate

that is over a point lower than the national average of 7.9%

at approximately 6.4%. According to the Bureau of Labor

Statistics, as of September 2012, New Mexico has 794,600

nonfarm jobs of which 3.8% are in manufacturing, 11.0% are

in leisure and hospitality, 16.7% are in trade, transportation

and utilities, and 15.8% are in education and health services.

The service sector accounts for 70.1% of the New Mexico

economy. The state’s tax laws are supportive of a pro-business

environment. New Mexico levies a corporate income tax

ranging from 4.8% to 7.6%, and the state has no state

property tax, no local income tax, no inventory tax, and no

tax on real estate transfer. Additionally, the state levies a New

Mexico gross receipt tax of 7% on all goods and services.

Businesses are attracted by New Mexico’s warm climate,

diverse economy, relative proximity to major domestic

markets, proximity to Mexican markets and low taxes.

BERNALILLO COUNTY AND ALBUQUERQUE

Bernalillo County is in central New Mexico, stretching from

the East Mountain area to the Volcano Cliffs of the west mesa.

Bernalillo County will be the location of the Project outlined in

this plan. The Rio Grande River divides the city into east and

west sides; the city is further bisected by two major interstate

freeways, the I-25 (north/south) and the I-40 (east/west).

Historic Route 66 also runs through Albuquerque.

LABOR FORCE & UNEMPLOYMENT

The labor force of Bernalillo County is well-educated, with

30.5% of the workforce 25 years or older holding a Bachelor’s

degree or higher and 84.4% who are high school graduates.

The county is home to a skilled and predominantly white-

collar workforce well-suited to the kinds of housing that

would be created through TTMPC. Importantly, Bernalillo

County is characterized by a significant percentage of family

households and low residential turnover.

DEMOGRAPHIC BERNALILLO COUNTY NEW MEXICO

Population, 2013 estimate 674,221 2,085,287Population, 2012 estimate 672,444 2,083,540Population, percent change, April 1, 2010 to July 1, 2013 1.80% 1.30%Persons under 18 years, percent, 2012 23.50% 24.70%Persons 65 years and over, percent, 2013 13.10% 14.10%Female persons, percent, 2012 50.90% 50.50%White persons, percent, 2012 85.30% 83.20%Black persons, percent, 2012 3.40% 2.40%Asian persons, percent, 2012 2.70% 1.60%Persons of hispanic or Latino Origin, percent, 2012 48.40% 47%White persons not hispanic, percent, 201 40.90% 39.80%Living in same house 1 year & over, 2008-2012 83.80% 84.80%housing units, 2013 286,134 905,135Homeownership rate, 2008-2012 63.50% 68.90%Median value of owner-occupied housing units, 2008-2012 $190,200 $161,500 households, 2008-2012 263,530 763,844Per capita money income in past 12 months (2012 dollars) 2008-2012 $26,766 $23,749

Source: U.S. Census Bureau

25

Residential homes at the Project include customizable home styles and floor plans.


26


MARKET FEASIBILITY

An appraisal report has been conducted on the

proposed Project by David Pearson, MAI, as of April 30,

2014 which includes the existing value of the Project and

a comprehensive Market Feasibility Analysis and Forecast.

We contacted the appraiser and confirmed the appraisal

was prepared by an MAI appraiser.

The Project will include the completion of 506 apartment

units, construction of 215 residential lots, and completion

and sale of 128 residential single family detached homes.

Targeting middle-class professionals and families, the Project

offers residents a safe community with local amenities that

include recreational parks and trails, clubhouses, commercial

properties, schools, and medical facilities. This new home

community, Durango, will also offer:

• Varied housing options: Single-family homes

at Durango include one- and two-story homes

with between two and six bedrooms. Residential

properties range in size between 1,700 square

feet to over 2,900 square feet and are sited on lots

ranging from 45’ to 70’ wide, attracting residents in

the middle to upper-middle class income ranges.

• Customized floor plan design: The homes will

be differentiated from the competition through a

“Design Your Own Home” concept, allowing buyers

to customize their chosen floor plans with easy-to-

use computer design software. Home buyers can

add a bonus room, bedroom, bathroom, den, office,

master bedroom suite, deck, extra car garage,

or they can enlarge a family room to suit their

individual needs.

• Home prices: The homes will be priced from

$192,990 to $248,990, and the Developer projects

six sales per month.

The Developer will build two apartment projects,

Sonata and Adagio, with a total of 506 units. Sonata will

consist of 260 townhome style apartments with individual

private entries and one or two car attached garages. The

apartments will be one, two or three bedrooms and range

from 781 to 1,218 square feet and monthly rental rates will

be $929 to $1,268 per month. The lease rate is projected

to be 15 units per month. Adagio will consist of 270 garden

style apartments with two and three story buildings. The

apartments will be one, two or three bedrooms, and will

range from 771 to 1,222 square feet and monthly rental

rates will be $917 to $1,198 per month. The lease rate is

projected to be 15 units per month. At the completion and

rental stabilization of Sonata and Adagio, the Developer

will either sell the projects or obtain permanent financing

to pay off the Investor’s loan. The completed value of

Sonata and Adagio are based upon the Broker Opinion of

Value, prepared by Colliers International dated May 19,

2014. We contacted the broker and confirmed the Broker

Opinion of Value.

The Developer will also build and sell 215 improved lots

which are already under contract for sale to several local

homebuilders. These lots are already under contract with

these homebuilders and range from 50’ x 105” in size and

up to 74’ x 150’. The prices range from $60,000 per lot to

$90,000 per lot, depending on the size.

27


THE TRAILS EB-5 OFFERING – ALBUQUERQUE, NEW MEXICO, USA

1. Sonata - 236 Apartment Units

2. Adagio - 280 Apartment Units

3. Valle Vista - 50 Lots

4. Valle Prado - 165 Lots

5. Durango at The Trails - 128 Homes

• RED

The Project EB-5 Offering

• BLUE

PHASE 1 (COMPLETED)

• YELLOW

APS Schools and Soccer Facility

• GREEN

Parks and Open Spaces

28


PROJECT TIMELINEAcquisition of the Project properties and construction on the Project will commence upon the receipt of the initial

15 EB-5 Investors’ funds by the Developer. Construction is scheduled for a 30 month period as can be seen in the table

below. While the EB-5 investor funds are being raised, the Developer may utilize EB-5 bridge financing. The bridge

financing will be replaced with EB-5 investor funds as the funds are raised. The Project will be fully complete with all

apartments leased, all homes completed and closed, and all building lots improved and sold by Month 30. The Developer

may continue to utilize Loan proceeds for its ongoing business operations, including additional real estate development

and construction activities until the maturity date.

The following is a visual representation of this delivery schedule and development timetable:

THE TRAILS EB-5 CONSTRUCTION SCHEDULE | PHASE 2 DELIVERY SCHEDULE

PROJECT TOTAL

EB-5 FUNDING (30 MONTHS)MO. 3 MO. 6 MO. 9 MO. 12 MO. 15 MO. 18 MO. 21 MO. 24 MO. 27 MO. 30

APARTMENTSSONATA LAND DEVELOPMENTSONATA VERTICAL STARTS (APT UNITS) 236 45 45 45 45 45 11SONATA VERTICAL COMPLETION (APT UNITS) 236 30 45 45 45 45 26ADAGIO LAND DEVELOPMENTADAGIO VERTICAL STARTS (APT UNITS) 270 45 45 45 45 45 45ADAGIO VERTICAL COMPLETION (APT UNITS) 270 45 45 45 45 45 45TOTAL LAND DEVELOPMENTTOTAL APARTMENT STARTS 506 0 0 45 90 90 90 90 56 45TOTAL APARTMENT COMPLETIONS 506 0 0 30 90 90 90 90 71 45HOMES128 hOMES LAND DEVELOPMENT128 hOMES VERTICAL STARTS (hOMES) 128 18 18 18 18 18 19 19128 hOMES VERTICAL COMPLETION (hOMES) 128 18 18 18 18 18 19 19TOTAL LAND DEVELOPMENTTOTAL hOME STARTS 128 18 18 18 18 18 19 19 0TOTAL hOME COMPLETIONS 128 0 18 18 18 18 18 19 19IMPROVED LOTSVALLE PRADO LOT STARTS 165 30 30 45 45 15VALLE PRADO LOT COMPLETION 165 30 30 45 45 15VALLE VISTA LOT STARTS 50 10 7 8 12 13VALLE VISTA LOT COMPLETION 50 10 7 8 12 13IMPROVED LOT STARTS 215 40 7 38 12 58 0 45 0 15 0IMPROVED LOT COMPLETIONS 215 0 40 7 38 12 58 0 45 0 15TOTAL UNITS STARTS 849 40 7 101 120 166 108 153 75 79 0TOTAL UNITS COMPLETIONS 849 0 40 7 86 120 166 108 153 90 79

Shaded areas are the periods when the Project is under construction.

29


THE TRAILS MASTER PLAN | PHASE 2 SCHEDULE

PROJECT DATE DESCRIPTION

SONATA – 236 Apartment Units

Month 1 hire consulting engineer, architect, general contractor, and planning consultant

Month 2 Submit preliminary site plan to city

Month 2 Submit building and improvement plans to city

Month 3 Address city comments on building and improvement plans

Month 4 Commence grading

Month 5 Obtain city site plan approvals, commence installation of wet utilities

Month 4 Obtain city building permits, hire property management firm

Month 7 Commence construction of apartment units and clubhouse

Month 7 Commence installation of dry utilities

Month 8 Commence curb and paving

Month 9 Commence leasing of apartment units, commence landscaping

Month 11 First apartment unit move-in

Month 18 Commence marketing of the project for sale to third party

Month 27 Last apartment unit completed, project reaches rental stabilization of 95% occupancy

Month 27 Last apartment unit leased

Month 27 Project is sold to a third party

ADAGIO – 270 Apartment Units






Month 7 Obtain city building permits, hire property management firm


Month 10 Commence construction of apartment units and clubhouse



Month 12 Commence leasing of apartment units, commence landscaping

Month 13 First apartment unit move-in

Month 21 Commence marketing of the project for sale to third party

Month 30 Last apartment unit completed, project reaches rental stabilization of 95% occupancy

Month 30 Last apartment unit leased

Month 30 Project is sold to a third party

30


PROJECT DATE DESCRIPTION

VALLE VISTA – 50 Lots

Done hire consulting engineer, architect, general contractor, and planning consultant

Done Commence grading

Done Submit preliminary site plan to city

Done Submit improvement plans to city

Done Address city comments on improvement plans

Done Obtain city site plan approvals, commence installation of wet utilities


Month 4 Complete and close first lots

Month 18 Last lot completed and closed

DURANGO – 128 Homes







Month 9 Obtain initial city building permits, hire sales team, start advertising



Month 8 Commence construction of first homesMonth 11 Complete and close first homesMonth 30 Last home completed and closed

VALLE PRADO – 165 LotsDone hire consulting engineer, architect, general contractor, and planning consultantDone Commence gradingDone Submit preliminary site plan to cityDone Submit improvement plans to cityDone Address city comments on improvement plansDone Obtain city site plan approvals, commence installation of wet utilitiesMonth 11 Commence installation of dry utilitiesMonth 2 Commence curb and pavingMonth 4 Complete and close first lotsMonth 30 Last lot completed and closed

31


EXIT STRATEGY The intended strategy to repay the loan will be derived

from sales of the homes, which will be sold to third party

homebuyers, the residential lots will be sold to third party

home builders and the apartment projects will either

be sold to a third party or refinanced with permanent

mortgages. As the homes, lots and apartments are sold or

refinanced, the Project Company may continue to utilize

proceeds for its ongoing business operations, including

additional real estate development and construction

activities, until that time when each Investor’s I-829

submission is approved by USCIS.

TEA DESIGNATIONThe Project is located in Albuquerque, New Mexico

which is located in Bernalillo County. On May 14, 2014,

Woodmont Regional Center, LLC received a letter from

the New Mexico Department of Workforce Solutions

certifying Census Tract 9406 and 47.15 in Bernalillo County,

New Mexico as a Targeted Employment Area. The TEA

unemployment rate of 11.3% exceeds the required rate

of 11.1%, which is equal to 150% of the 7.4% national

average annual rate for 2013. This indicates that the

minimum EB-5 investment amount is reduced to $500,000

per investor from $1,000,000. USCIS will determine TEA

designation at the time of making the investment or

at the time of filing the I-526 Petition, and current TEA

Designation may be subject to change.

REGIONAL CENTEROn March 31, 2014, Woodmont Regional Center,

LLC was designated by U.S. Citizenship and Immigration

Services (“USCIS”) as an EB-5 regional center. The

designation encompasses four counties in New Mexico;

Bernalillo County, Torrance County, Sandoval County,

Valencia County.

The Regional Center has been approved for the

following NAICS codes and industry categories:

NAICS INDUSTRY CATEGORY2361 Residential Building Construction2389 Site Contractors Preparation Contractors 4232 Furniture and home Furnishings4234 Professional and Commercial Equipment4236 household Appliances5413 Architectural and Engineering Services

32


JOB CREATION AND ECONOMIC IMPACT

ECONOMIC ANALYSIS: JOB CREATION STUDY METHODOLOGY

Wright Johnson, LLC, (“WJ”) has been retained by WRC to perform an economic assessment.

The focus of the study is to analyze the Regional Center impacts of the construction of a residential development

located in Albuquerque, New Mexico, within the county of Bernalillo. WJ used RIMS II to model the total economic

impact associated with various levels of site investment and employment. WJ examined the project provided by WRC

using a multi-industry sector, segregated-region model. Using this model, WJ was able to develop independent forecasts

for the proposed use of the Project. This segregation of forecasts allowed WJ/RIMS II to capture the total net effects

of the proposed target industry. By analyzing the regional developments with different underlying assumptions for the

specific industries, WJ established a realistic prediction of a potential outcome.

The RIMS II economic model employed for the economic and job creation impact assessment study, forecasts the

economic impact a specific event will generate. Over time, competitive pressures emerge and then tend to revert back to

equilibrium. The process, in that way, depicts the so-called “ripple effect” impacts economic changes have on a region. In this

case, the initial economic stimulation reverberates through the WRC economy, spreading outward from the site of the Project

and across the state of New Mexico and the nation. In the long run, the project may materially alter the WRC geographic area

by the substantial amount of new investment and related business development activities, including a corresponding higher

level of output, taxation, investment, employment, and household earnings in the regional economy.

JOB CREATION AND ECONOMIC IMPACT

A complete economic analysis was written for Phase 2 of the Project; please refer to the Economic Impact Report,

dated June 2014 (the “Economic Study”) prepared for Woodmont Regional Center, LLC by Wright Johnson, LLC. The

Economic Study uses the most recently published input/output data for the geographic area and project inputs prepared

by the Developer. Based on the study, the Project would directly and indirectly create and induce 1,188.9 jobs. The

employment summary can be seen below;

TRAILS PROJECT EMPLOYMENT SUMMARY

PROJECT (WITH NAICS CODE)

PROJECTED EXPENDITURE/REVENUE (IN 2008

DOLLARS) ($ MILLIONS)RIMS II FINAL

DEMAND MULTIPLIER TOTAL NUMBER OF NEW

DIRECT JOBS CREATEDTOTAL NUMBER OF NEW

INDIRECT JOBS CREATED

TOTAL NUMBER OF NEW PERMANENT

JOBS CREATED

Site Preparation (NAICS 2389) $19.16 19.6645 203.3 173.5 376.8Residential Building Construction (NAICS 2361) $39.75 19.6645 421.7 359.9 781.6

Furniture, Fixtures and Equipment Purchases (NAICS 4232, 4234 and 4236)

$1.44 6.9455 — 10 10.0 (indirect jobs only)

Architectural, Engineering and Related Services (NAICS 5413) $1.28 16.0869 8.3 12.2 20.5

GRAND TOTAL: 1,188.90

33


ECONOMETRIC CALCULATION METHODOLOGY & RELEVANT NAICS

Econometric modeling for Phase 2 of the Project was performed using the RIMS II to determine the employment

impacts of the proposed development. RIMS II has long been accepted by the USCIS (and many other governmental

agencies) as a valid economically and statistically valid forecasting tool that satisfies the requirements of 8 CFR § 204.6(j)

(4), and 8 CFR § 204.6(m)(3)(i),(iv), and (v). The RIMS II model utilized the following NAICS codes for the report:

SUMMARY OF NAICS CODES

ACTIVITY (NAICS CODE) INDUSTRY DESCRIPTION

Residential Building Construction – NAICS code 2361 This U.S. industry comprises general contractor establishments primarily responsible for the construction of new multifamily residential housing units (e.g., high-rise, garden, town house apartments, and condominiums where each unit is not separated from its neighbors by a ground-to-roof wall). Multifamily design-build firms and multifamily housing construction management firms acting as general contractors are included in this industry. This U.S. industry also comprises general contractor establishments primarily responsible for the entire construction of new single-family housing, such as single-family detached houses and town houses or row houses where each housing unit (1) is separated from its neighbors by a ground-to-roof wall and (2) has no housing units constructed above or below. This industry includes general contractors responsible for the on-site assembly of modular and prefabricated houses. Single-family housing design-build firms and single-family construction management firms acting as general contractors are included in this industry.

Site Preparation Contractors – NAICS code 2389 This industry comprises establishments primarily engaged in site preparation activities, such as excavating and grading, demolition of buildings and other structures, and septic system installation. Earth moving and land clearing for all types of sites (e.g., building, non-building, and mining) is included in this industry. Establishments primarily engaged in construction equipment rental with operator (except cranes) are also included.

Furniture and home Furnishings Merchant Wholesalers – NAICS code 4232

This industry comprises establishments primarily engaged in the merchant wholesale distribution of furniture (except hospital beds, medical furniture, and drafting tables). Also, this industry comprises establishments primarily engaged in the merchant wholesale distribution of home furnishings and/or housewares.

Professional and Commercial Equipment and Supplies Merchant Wholesalers – NAICS code 4234

This industry comprises establishments primarily engaged in the merchant wholesale distribution of commercial and related machines and equipment (except photographic equipment and supplies; office equipment; and computers and computer peripheral equipment and software) generally used in restaurants and stores.

household Appliances and Electrical and Electrical Goods Merchant Wholesalers – NAICS code 4236

This industry comprises establishments primarily engaged in the merchant wholesale distribution of electrical construction materials; wiring supplies; electric light fixtures; light bulbs; and/or electrical power equipment for the generation, transmission, distribution, or control of electric energy. Also, this industry comprises establishments primarily engaged in the merchant wholesale distribution of household-type gas and electric appliances (except water heaters and heating stoves (i.e., non-cooking)), room air-conditioners, and/or household-type audio or video equipment.

Architectural, Engineering and Related Services – NAICS code 5413

This industry comprises establishments primarily engaged in planning and designing residential, institutional, leisure, commercial, and industrial buildings and structures by applying knowledge of design, construction procedures, zoning regulations, building codes, and building materials. This industry also comprises establishments primarily engaged in applying physical laws and principles of engineering in the design, development, and utilization of machines, materials, instruments, structures, processes, and systems. The assignments undertaken by these establishments may involve any of the following activities: provision of advice, preparation of feasibility studies, preparation of preliminary and final plans and designs, provision of technical services during the construction or installation phase, inspection and evaluation of engineering projects, and related services.

34


JOB CREATION & ECONOMIC IMPACT ANALYSIS HIGHLIGHTS

The Project will:

• Create 1,188.9 new jobs from the construction of

the Project

• Increase investment in the region by a one-time

amount of $100,859,605

• Generate significant and positive economic benefits

for the regional economy

• Result in annual growth in the regional economy by a

gain of $40,328,000 in regional household earnings

Furthermore, the regional economy will experience

increased need for business services of $10,517,000

annually, annual increased demand on utilities of $503,000.

Increased demand for maintenance and construction on an

annual basis will be $59,350,000, and increased demand

for new supplier and vendor links with manufacturers will

be $7,049,000.

JOB CREATION BUFFER

Wright Johnson, LLC determined that 1,188.9

permanent new direct, indirect and induced jobs will be

created by the construction of the Project. This exceeds the

540 jobs required to satisfy EB-5 Program requirements for

54 Investors by a 220% margin. Each of the 54 anticipated

EB-5 investors can be allocated 22 jobs, thus providing a

substantial job-creation buffer for each EB-5 investor.

NEXUS OF JOB CREATION

The job-creating entity is spending the full amount of

the EB-5 capital investment. The following chart illustrates

how EB-5 investor capital will be used to finance the

Project’s development and how jobs will be created:

EB-5 INVESTMENT

Maximum Offering of $27 million

USE OF FUNDS

EB-5 Capital will finance construction

VERIFIABLE DETAIL

Evidence of expenditures and annual revenue

RESULT

1,188.9 jobs including indirect and induced jobs

JOB VERIFICATION

The Project’s Economic Study identifies the inputs

and multipliers used in the input/output model to predict

the Project job creation. As such, at the I-829 stage, EB-5

investors will be provided the necessary documentation

to validate the results and detail the number of jobs

actually created.

CONSTRUCTION

Construction will last 30 months and the total hard costs

of this Project will be $39,745,434 (in current dollars). The

current RIMS II multipliers are from 2008 so expenditures

must be deflated to 2008 dollars.

According to the Turner Construction Building Cost

Index, the cost index in 2008 was 908 vs. the 4th Quarter

2013 cost index of 878. Because construction costs were

higher in 2008 than current, the construction costs for

this Project will not need to be further reduced to reflect

2008 dollars.

TURNER BUILDING COST INDEXQUARTER INDEX % CHANGE

4th Quarter 2013 878 1.153rd Quarter 2013 868 1.052nd Quarter 2013 859 1.181st Quarter 2013 849 1.19

35


The Turner Building Cost Index is determined by the following factors considered on a nationwide basis: labor rates and productivity, material prices and the competitive condition of the marketplace.

CONSTRUCTION EXPENDITURE CURRENT DOLLARS VS. 2008 DOLLARSCURRENT DOLLARS 2008 DOLLARS

$39,745,434.00 $39,745,434.00

Construction employment was derived through expenditure modeling based upon detailed construction cost figures supplied by WRC. Verification at the I-829 state of the EB-5 process would be receipts, tax documents, and other expense records.

LAND DEVELOPMENT

Land development will last 30 months and the total land development costs of this Project will be $19,160,355 (in current dollars).

LAND DEVELOPMENT EXPENDITURE CURRENT DOLLARS VS. 2008 DOLLARSCURRENT DOLLARS 2008 DOLLARS

$19,160,355.00 $19,160,355.00

FURNITURE, FIXTURES AND EQUIPMENT PURCHASES (EB-5 ELIGIBLE SOFT COSTS)

The total expenditure for FF&E purchases will be $1,572,716 (in current dollars). To convert this figure to 2008 dollars, the 2014 Producer Price Index (PPI) for merchant wholesalers should be used, which is 126.6. Dividing this number by the 2008 PPI gives 116.4. This gives a figure of 126.6/116.4 = 1.09. To convert the $1,572,716 in current dollars to 2008 dollars, the expenditure is divided by 1.09, to yield $1,442,859.

FURNITURE, FIXTURES AND EQUIPMENT PURCHASES CURRENT DOLLARS VS. 2008 DOLLARS CURRENT DOLLARS 2008 DOLLARS

$1,572,716.00 $1,442,859.00

ARCHITECTURAL, ENGINEERING AND RELATED SERVICES (EB-5 ELIGIBLE SOFT COSTS)

According to the Developer, the total architectural and engineering costs of this Project will be $1,364,280 (in current dollars). To convert this figure to 2008 dollar, the 2014 Producer Price Index (PPI) for architectural, engineering and related services should be used, which is 151.2. Dividing this number by the 2008 PPI of 141.0 gives a figure of 151.2/141.0 = 1.07. To convert the $1,364,280 in current dollars to 2008 dollars, the 2012 expenditure is divided by 1.07, to yield $1,275,028.

FURNITURE, FIXTURES AND EQUIPMENT PURCHASES CURRENT DOLLARS VS. 2008 DOLLARS CURRENT DOLLARS 2008 DOLLARS

$1,364,280.00 $1,275,028.00

SUMMARY MEASURES OF ECONOMIC IMPACT

The summary can be seen below;

TRAILS PROJECT SUMMARY MEASURES OF ECONOMIC IMPACTHOUSEHOLD INCOME

Land Development $12,741,000Construction $26,430,000FF&E Purchases $307,000Architectural and Engineering Services $850,000TOTAL HOUSEHOLD INCOME $40,328,000DEMAND OUTPUT

Professional and business support services $10,517,000Utilities $503,000Maintenance and repair construction $59,350,000Supplier/vendor links with manufacturers $7,049,000TOTAL DEMAND $77,419,000

36


EB-5 INVESTMENT OVERVIEW AND PROCESS OVERVIEW

This section summarizes certain terms of the proposed

EB-5 investment opportunity. However, prospective

investors are referred to the binding legal documents

related to the investment for specific terms, including the

Confidential Private Placement Memorandum, the Limited

Partnership Subscription Agreement, the Operating

Agreement and the EB-5 Job Allocation Agreement.

EB-5 investors will be offered a total of up to 54 units of

the offering, with each unit consisting of a limited partnership

interest in the Company. The Company is being formed to

provide financing in connection with the development of the

Project. The offering price of each unit is $500,000, with each

investor required to pay an additional $50,000 per unit to

cover costs of the offering, migration services and marketing

fees. If an investor’s I-526 petition is approved, the subscriber

will become a limited partner of the Company. These

limited partners, in the aggregate along with the General

Partner, Woodmont Investment 1, LLC, will own 100% of the

Company. Each subscriber whose subscription is accepted

will be issued a limited partnership interest that represents

a percentage ownership equal to the capital contribution to

the Company made by the subscriber in proportion to the

capital contributions made by all the subscribers.

The amount of funds to be raised from EB-5 alien

investors will be $27 million. If the goal of $27 million is

not achieved, the scope of the development work shall

be reduced by the same percentage as the reduced EB-5

raise. In any event, at least 10 jobs shall be created for each

investor at the time of Project completion. The Company

will in turn make a loan of all investment funds raised from

EB-5 investors, excluding the Administrative Fee (i.e.,

$500,000 per investor) to the Developer (Rainbow Paseo,

LLC) to fund the development of the Project.

SUBSCRIPTION PROCEDURE

Investors may subscribe to the Offering and become

a Limited Partner in the Partnership by delivering the

following documents:

1. Completed and signed Subscription Agreement

2. Completed and signed Partnership Agreement

3. Completed and signed Investor Eligibility

Questionnaire

4. Completed and signed Escrow Agreement

5. Wire transfer of $500,000 representing the

investment amount and $50,000 to the

escrow agent

FUND SUBSCRIPTION AND ESCROW SERVICES

The investor capital contributions will be held in

escrow until the escrow release conditions are satisfied.

After the Minimum Offering amount has been raised,

the escrow agent will deliver the funds held in escrow

on account of that Subscriber to the Partnership as each

Subscriber’s subscription is approved. The escrow company

will be Granite Escrow Services. The funds received from

Subscribers will be released from escrow to the Partnership

upon reaching the Minimum Offering amount and Granite

Escrow Services receiving written confirmation from

the Partnership that the Partnership has accepted the

Subscriber’s subscription for an Interest.

CONDITIONS FOR REFUND OF ADMINISTRATIVE FEE

If the Lender cancels the Offering for any reason,

including failure to reach the Minimum Offering amount,

the Lender will instruct the escrow agent to repay all

Subscription Amounts to Subscribers. Similarly, if the

Lender rejects an individual Subscriber’s subscription

the Lender will instruct the escrow agent to repay that

Subscriber’s Subscription Amount.

37


If the Lender rescinds acceptance of such subscription

prior to the Subscriber filing his or her I-526 Petition

with the USCIS, a Subscriber’s adjustment of status to

conditional permanent resident or immigrant visa or initial

admission as a conditional permanent resident using such

visa is denied, the Lender will use commercially reasonable

efforts to return (or cause the escrow agent to return) that

Subscriber’s Subscription Amount.

If the USCIS denies a Subscriber’s I-526 Petition with

the USCIS, after Subscriber responds to all USCIS Notices

of Intent to Deny (“NOID”) and Requests for Evidence

(“RFE”), appeals the denial, refiles his or her I-526 Petition,

and otherwise exhausts all administrative remedies, the

Lender will use commercially reasonable efforts to return (or

cause the escrow agent to return) the Capital Contribution

to that Subscriber and, unless the Subscriber caused

the denial by one of the actions described in the next

paragraph, the Lender will use commercially reasonable

efforts return the Administrative Fee to the Subscriber.

If the USCIS denies a Subscriber’s I-526 Petition because

of the Subscriber’s misrepresentation, fraud, failure to

comply with the USCIS’ requests, or abandonment, or

failure to provide sufficient evidence to prove a lawful

source of funds, then, after Subscriber responds to all NOID

and RFE, appeals the denial, refiles his or her I-526 Petition,

and otherwise exhausts all administrative remedies, the

Lender may retain all or a portion of the Administrative Fee

as determined in the discretion of the General Partner.

38


COMPANY MANAGEMENT

JOHN K. MURTAGH, MANAGER

Mr. Murtagh is a successful developer,

investor, and manager of construction

projects. Through various affiliates, Mr.

Murtagh has been responsible for the build

out and development of over $1 billion in

real estate since 1991, including over 5,000

homes, over 2,000 apartment units, 500,000 square feet of

commercial, medical office and retail space, and several

master planned communities in Nevada, New Mexico

and Oklahoma.

Mr. Murtagh was a National Director for the National

Association of Home Builders as well as past President

and Director of the Southern Nevada Home Builders

Association. In addition, Mr. Murtagh has been affiliated

with the National Society of Professional Engineers, the

American Society of Civil Engineers, and the National

Association of Industrial and Office Parks.

PROFESSIONAL CREDENTIALS

• Professional Engineer, New Jersey:

License # 28245

• Professional Engineer, Pennsylvania:

License # 34268

• Contractor’s License, New Mexico:

Licenses # 56967 and #361496

KELLY CALHOUN

Ms. Calhoun is the President of Wexford

Construction, Inc., and Galway

Construction, Inc., which are affiliated

companies. Ms. Calhoun brings over fifteen

years of experience developing land and

completing successful housing construction

projects. Ms. Calhoun’s expertise extends from contract

management and oversight of field personnel through the

management of P&L activities for complex

development projects.

SUSAN BERGER

Ms. Berger is the Operations Manager of

Wexford Construction, Inc. and Galway

Construction, Inc. With over twenty five

years of experience in the real estate

development industry, Ms. Berger’s

expertise comprises project planning,

market analysis, strategic marketing communications, and

escrow and contract management. Ms. Berger leads the

team in strategic marketing communications and general

operations management.

RICK BELTRAMO

Mr. Beltramo is the Director of Engineering

of Wexford Construction, Inc. and Galway

Construction, Inc. Mr. Beltramo brings over

thirty years of engineering experience and

eight years of experience working within the

Galway and Longford Group teams. Mr.

Beltramo leads the team’s work in land planning, master

planning, zoning and sector plans, entitlements such as

preliminary plats, final plats and site plans, utility design,

storm water management and related design, and

production of land development construction plan.

J.L. MURTAGH

Mr. Murtagh is the Construction Manager of

Wexford Construction, Inc. and Galway

Construction, Inc. Mr. Murtagh brings ten

years of construction, land development

and customer services operations

experience. Mr. Murtagh leads the team’s

work in construction and land development operations and

is the Qualifying Party for Wexford Construction, an affiliate

of the developer contracted to build out its

construction projects.

PROFESSIONAL CREDENTIALS

• Contractor’s License, New Mexico:

Wexford Construction, Inc. License # 383084

39


THIRD PARTY SERVICE PROVIDERS

NMS CAPITAL ASSET MANAGEMENT, INC. (REGISTERED INVESTMENT ADVISOR)

NMS Capital Asset Management, Inc. is a Registered

Investment Advisor (RIA) registered with the Securities

and Exchange Commission that focuses on providing

Investment Advisory and Investment Management services

to individual and institutional clients. The NMS Capital

investment approach combines the client-focused service

which was the corner-stone of European Private Banks

and Investment Advisory firms of the last few centuries

with state-of-art technologies and theories on portfolio

construction, risk management and asset allocation.

NMS CAPITAL SECURITIES, LLC (BROKER DEALER)

NMS Capital Securities, LLC, a registered broker-dealer

with the Securities and Exchange Commission founded in

2000 with the foundational principle of providing its clients

with superior investment banking advisory services to help

them achieve their capital goals. Services include mergers

and acquisitions, corporate advisory, strategic advisory, and

global capital advisory (including EB-5 capital).

GRANITE ESCROW SERVICES (ESCROW ADMINISTRATION AND FUND ADMINISTRATION SERVICES)

With over 200 years combined real estate closing

experience, Granite Escrow Services offers experienced

escrow officers well trained in real estate procedures,

title insurance, deeds, and insurance. The company’s

mission is to provide total customer satisfaction. Granite

Escrow Services treats each client as a family member, and

demands the highest standard of expertise and integrity

of themselves. The company assumes the obligation to

monitor each transaction from opening to closing.

EDWARD BESHARA, MANAGING PARTNER OF BESHARA P.A. (IMMIGRATION ATTORNEY)

Edward Beshara has been exclusively practicing U.S.

Immigration Law and offering approvable solutions since

1983 in Orlando, Florida. He represents corporate and

individual clients from all countries worldwide in regard

to their business and family U.S. Visa goals. Mr. Beshara

has been representing Foreign National Investors and

corporate clients in regard to the H-1B, E-3, E-2, EB-1, O

Visas, P Visas and L-1 Visas and immigration goals and

family immigration matters since 1983, and also in regard

to the EB-5 Regional Center Projects and process for the

past several years. Mr. Beshara leads a team of experienced

professionals (Economists, Securities Attorney, Business

Planner, Certified Public Accountants, and Corporate

Attorneys), in regards to E-2, L-1, and EB-5 processes

and approvable strategies and solutions. BESHARA

P.A. and Mr. Beshara, Managing Partner, have assisted,

represented, consulted, or advised U.S. Corporations in

regard to Foreign National Investors, Foreign National

Corporations, the preparation of H-1B, E-3, E-2, EB-1,

O Visas, P Visas and L-1 visas, and preparation of EB-5

Regional Center Project Applications, Amendments to

EB-5 Regional Center Designations, Pre-Approvals of

Projects, I-526 Investor Petitions, Preparation and filing of

Investor I-526 Petitions, U.S. Consular or USCIS Processing

for Conditional Permanent Residency, and Preparation

and Filing of I-829 Petitions to Remove the Conditions

for Unconditional Permanent Residency for each Foreign

National Investor.

40


MICHAEL HOMEIER (SECURITIES ATTORNEY)

Michael Homeier practices in the area of general

business, corporate, transactional, and business financing

law. With nearly 25 years’ experience in the corporate

and business transactional field, both as in-house

corporate counsel and with private law firms, Michael’s

practice emphasizes the drafting, negotiation, and

review of contracts, including commercial contracts,

financing agreements, factoring packages, intellectual

property licensing agreements, new media, technology,

and commercial contracts, and entertainment industry

agreements for both production houses and industry

professionals.

An integral part of Michael’s practice includes a

comprehensive “entity practice” involved with the

formation, maintenance, and dissolution of corporations

and limited liability companies, both in the for-profit and

non-profit sector. Prior to his co-founding of Homeier

& Law, P.C., Mr. Homeier practiced business, contract,

corporate, and securities law both as in-house counsel

for large public companies (including Countrywide and

Herbalife) and private enterprises, and in association or as

of-counsel to prominent Los Angeles law firms such as Ball

Hunt Hart Brown & Baerwitz (now part of Carlsmith Ball) and

Wasserman Comden & Casselman. In the past, Mr. Homeier

has also garnered invaluable experience on the opposite

end of the “size spectrum,” working with a sole practitioner

in a combined business and civil litigation practice assisting

small- and medium-sized clients, where Michael authored

and then argued two published, precedent-setting appeals

cases, Matthews v. Regents of the University of California

(34 Cal. App. 4th 598) concerning workplace sexual

harassment, and Jenkins v. Inglewood Unified School

District (34 Cal. App. 4th 1388) regarding breach of a school

district employment contract.

KEVIN WRIGHT, WRIGHT JOHNSON, LLC (ECONOMIC JOB REPORT)

Mr. Wright is considered one of the foremost experts on

the EB-5 Immigration Visa program. As an accomplished

researcher, analyst and professional author, Kevin has

assisted many entrepreneurs in receiving Regional Center

designation and subsequent approval of the specific

projects that are developed and put into operation through

the Regional Center mechanism.

As an IMPLAN software specialist, Kevin has authored

numerous econometric impact studies, in many divergent

industries, that demonstrate the employment and economic

impacts of these various projects to the USCIS.

The Regional Center application process requires Kevin

to have an expertise in business plan writing, econometric

analysis, and complexities of government reporting

requirements all coupled with the “hands on” experience

necessary to successfully work within this highly specialized

industry. Wright Johnson LLC has a 100% success rate in the

client receiving Regional Center designation.

MARIANNA TARANTUR, WRIGHT JOHNSON, LLC (BUSINESS PLAN WRITER)

As the lead of the Visa Based Business Plan division

of Wright Johnson, Marianna combines her knowledge of

United States immigration law with her expertise in business

plan writing to deliver high quality business plans that

satisfy the requirements set forth by USCIS. No matter what

industry or visa type, Marianna works with the client and

their team of advisors to produce an individualized business

plan that contains the key components required to create a

solid foundation for an immigration application. Marianna

specializes in L1, E2, EB1C, and EB5 business plans.

41


Mrs. Tarantur is a member in good standing of the

Pennsylvania and New Jersey Bars and has worked

predominantly in Immigration Law for the duration of her

career. Mrs. Tarantur holds a law degree from Villanova

University School of Law and a Bachelor’s in Science degree

in Business Administration from Villanova University. She is a

member of the American Immigration Lawyers Association

(AILA) and has extensive experience representing foreign

nationals before United States Citizenship and Immigration

Services (USCIS).

WOODMONT INVESTMENT 1, LLC (GENERAL PARTNER)

The General Partner is wholly owned by Woodmont

Holdings 1 LLC, which itself is owned by:

1. Albuquerque Investments Trust (28% member/

owner of Trails Holdings 1, LLC, which is the

ownership entity of Rainbow Paseo, LLC,

the Developer)

2. Kelly Lynn Murtagh Legacy Trust (24% member/

owner of Trails Holdings 1, LLC, which is the

ownership entity of Rainbow Paseo, LLC,

the Developer)

3. John Longford Murtagh Legacy Trust (24%

member/owner of Trails Holdings 1, LLC, which

is the ownership entity of Rainbow Paseo, LLC,

the Developer)

4. Elizabeth Grace Ballog Legacy Trust (24%

member/owner of Trails Holdings 1, LLC, which

is the ownership entity of Rainbow Paseo, LLC,

the Developer)

WOODMONT REGIONAL CENTER, LLC (REGIONAL CENTER)

Woodmont Regional Center, LLC is wholly owned by

Woodmont Land, LLC, which itself is owned 28% by the

Albuquerque Investments Trust, 24% by the Kelly Lynn

Murtagh Legacy Trust, 24% by the John Longford Murtagh

Legacy Trust, and 24% by the Elizabeth Grace Ballog

Legacy Trust. John Murtagh is the sole manager of the

Regional Center and Woodmont Land, LLC. Woodmont

Regional Center, LLC obtained USCIS designation as a

regional center under the EB-5 Regional Center Program on

March 31, 2014.

WEXFORD CONSTRUCTION, INC. (GENERAL CONTRACTOR)

The Project Company has engaged Wexford

Construction, Inc. to be the general contractor of the

Project. Wexford Construction, Inc. is an affiliated

company of the Developer and Regional Center, who

will be responsible for all construction activities for the

Developer.

42


STRENGTHS

LOCATION

The Project is located at the intersection of Paseo Del Norte and Universe Boulevards, two

major arterial streets in Northwest Albuquerque, New Mexico. These arterials provide residents

with convenient access to employment centers, an international airport, golf courses, local

university and regional shopping. Furthermore, CBRE’s Apartment Marketing Study shows that

the Project’s area is among the highest apartment occupancies in the City.

STRONG JOB AND COMMUNITY IMPACT

The Project’s impact on jobs and the community indicate that it will have local support in the

future because it will have the following impact:

• Creation of 1,188.9 new jobs from the construction of the Project, an increase in the

investment in the region by a one-time amount of $100,859,605

• The significant and positive economic benefits for the regional economy

• Result in annual growth in the regional economy by a gain of $40,328,000 in regional

household earnings.

• The regional economy will experience increased need for business services of

$10,517,000 annually, annual increased demand on utilities of $503,000, increased

demand for maintenance and construction on an annual basis will be $59,350,000, and

increased demand on new supplier and vendor links with manufacturers of $7,049,000.

AMENITIES

The Project has many amenities which add to the overall demand, appeal and usability

of the land. The Project offers residents a safe community with local amenities that include

recreational parks and trails, clubhouses, commercial properties, schools, and medical facilities.

The new home community, Durango will also offer:

Varied housing options: Single-family homes at Durango include one- and two-story homes

with between two and six bedrooms. Residential properties range in size between 1,700 sq. ft.

to over 2,900 sq. ft. and are sited on lots ranging from 45’ to 50’ wide, attracting residents in

the middle to upper-middle class income ranges.

Customized floor plan design: The homes will be differentiated from the competition

through a “Design Your Own Home” concept, allowing buyers to customize their chosen

floor plans with easy-to-use computer design software. Home buyers can add a bonus room,

bedroom, bathroom, den, office, master bedroom suite, deck, extra car garage, or they can

enlarge a family room to suit their individual needs.

SSWOT ANALYSIS

43


CONTINUED IMPROVEMENT IN CONSTRUCTION INDUSTRY

As mentioned in the Market Analysis section above, there has been a steady increase in

private construction spending for both residential and non-residential construction. From

2014 to 2019, home builders are expected to see more consistent growth as the property

market recovers. Also, 2015 and 2016 are expected to be especially strong for the industry

as low interest rates, rising consumer confidence, and higher corporate profit result in strong

investment from consumers and property developers alike.

DEVELOPER’S EXTENSIVE RESIDENTIAL DEVELOPMENT HISTORY

John K. Murtagh is a successful developer, investor, and manager of construction projects.

Through various affiliates, Mr. Murtagh has been responsible for the build out and development

of over $1 billion in real estate since 1991, including over 5,000 homes, over 2,000 apartment

units, 500,000 square feet of commercial, medical office and retail space, and several master

planned communities in Nevada, New Mexico and Oklahoma. Furthermore, Mr. Murtagh was

a National Director for the National Association of Home Builders as well as past President

and Director of the Southern Nevada Home Builders Association. In addition, Mr. Murtagh has

been affiliated with the National Society of Professional Engineers, the American Society of

Civil Engineers, and the National Association of Industrial and Office Parks. Furthermore, Kelly

Calhoun brings over fifteen years of experience developing land and completing successful

housing construction projects, Susan Berger has over twenty five years of experience in the real

estate development industry, Rick Beltramo has over thirty years of engineering experience,

and J.L. Murtagh brings ten years of construction, land development and customer services

operations experience. To summarize:

• Experienced developer with over 35 years of experience, including 20 years of

development experience in Albuquerque.

• Developer has already completed over 30% of the TTMPC, with the knowledge to

ascertain the future costs and marketing needs in the area.

• Developer has already obtained purchase agreements from four builders to purchase

335 improved residential lots, more than the 215 lots planned in this EB-5 submittal.

• With 20 years of experience building in Albuquerque, the developer has built up a

strong and experienced subcontractor base.

• The management team has over $1 billion in real estate development experience

(including the development of apartment projects and single family homes), and

therefore should have the experience necessary to efficiently execute the Project.

EXISTING AGREEMENTS IN PLACE FOR LOT PURCHASES AND ONLY CONTINGENT UPON SUBSTANTIAL COMPLETION

No marketing is expected to be necessary for the improved lots because all 215 improved

lots are under contract to be sold upon completion to local and national homebuilders. Twilight

Homes has agreed to purchase 50 improved lots once completed. DR Horton has agreed to

purchase the other 165 improved lots once completed.

44


WEAKNESSES

LOW PERCENTAGE OF CAPITAL STACK FROM DEVELOPER EQUITY

Developer equity will contribute approximately $2,053,498, which is 1.96% of the total

capital stack. This may be seen as a negative characteristic of the Project, as investors generally

like to see a vote of confidence through a large equity investment by the Developer.

DEVELOPER DOES NOT HAVE THE CAPITAL STRENGTH OR LIQUIDITY OF THE SEVERAL PUBLIC HOME BUILDERS IN ALBUQUERQUE WHO ARE CONSIDERED COMPETITORS

The Developer is at a disadvantage in terms of financial strength and liquidity when

compared to the major home builders in Albuquerque. This weakness may lead to higher costs,

more expensive financing, and therefore smaller margins and higher retail costs.

BANK FINANCING NOT IN PLACE

The Project is relying on obtaining $38,429,873 (36.77% of the total capital stack) in bank

financing. However, as the exact dates of the need for the capital cannot be determined at this

point in the EB-5 investment process, such financing has not been put in place. This financing

may not be obtained and may create a delay or halt in the Project, and should therefore be

considered speculative.

THE PROJECT IS NOT LOCATED IN A MAJOR METROPOLITAN AREA

As the Project is not located in a major metropolitan area such as Los Angeles, New York,

or Las Vegas, it is at a disadvantage as international Investors are not familiar with Albuquerque

or New Mexico. This may result in a lack of Investor interest as Investors may shy away from

investing in a geographical area they are not familiar with.

LACK OF BRAND RECOGNITION OF PROJECT

The Project is not associated with an international brand name, which may lessen Investor

interest due to a lack of familiarity. These international Investors may see the lack of a major

brand name as a weakness of the Project, and may elect to invest in a different project with a

recognizable brand.

W 45


OPPORTUNITIESOpportunities refer to Project success, not investor opportunities. There is no additional

opportunity for investors beyond timely return of their capital.

ADDITIONAL PROFIT AND GROWTH THROUGH ADDITIONAL PHASES

The Project is the second phase of a much larger development, which will bring a total of

1,500 residential homes, 2,100 apartment units and 75,000 sq. ft. of commercial space. If the

business functions as projected, the additional phases will lead to more profit and organic

growth, and will benefit the business as well as the community.

POPULATION GROWTH

An increase in population in the Project’s vicinity may result in additional demand which

may result in additional profits. According to the U.S. Census Bureau, New Mexico’s population

has grown 14.5% from 2000-2011 to a high of 2,082,224 in 2011, making it the 36th most

populated state.

COMPETITORS HAVE LACK OF LOCAL EXPERIENCE

DR Horton and Pulte Homes management teams have a lack of experience at the local

level, whereas the Developer has built up a strong and experienced subcontractor base due to

the 20 years of building in Albuquerque.

THE DEVELOPER OWNS THE MAJORITY OF THE APARTMENT ZONED PROPERTIES IN NW ALBUQUERQUE.

Since the Developer has a majority of the apartment land in the area (and the only apartment

land that is developable at this time, this poses an advantage as the Developer can control the

number of apartments that go on the market as potential competitors to Sonata and Adagio.

NO COMPETING DEVELOPMENT FIRMS FOR THE LARGE SCALE LOT SALES TO BUILDERS.

Due to the recent recession, the Developer currently enjoys a lack of competition in large

scale lot sales to builders. This is an instrumental advantage for the Developer, as it does not

need to contend with competitors with more financial leverage such as DR Horton and Pulte

Boulders in this submarket.

STEADY ALBUQUERQUE MSA JOB MARKET

As according to “An Appraisal of the Market Value of Multiple Properties within the Trails”

prepared by David Pearson, MAI, dated April 30, 2014 (the “Appraisal”), the number of total

jobs in Albuquerque MSA has risen steadily from December 2010 to December 2013, and has

not changed significantly since December 2010. The fluctuation in jobs since 2005 has been

relatively small considering the latest financial crisis, as total jobs have swung between 371,000

– 400,600 between 2005 and 2013.

O46


THREATS

COMPETITION

Except for large scale lot sales to builders, the Project faces competition from Pulte

Boulders and DR Horton. The strengths of the competition include energy efficiency, no PID/

HOA fees (for Pulte Homes only), competitive homebuilding prices, competitive financing for

homebuyers, and no need for conventional bank financing. These homebuilders are much

larger than the Developer, and have much more financial leverage. This can impact the Project

negatively as competition may be able to use their financial foothold against the Company.

Furthermore, the Developer may be facing more competition over the next several years as the

current financing challenges are resolved.

DELAYS IN CONSTRUCTION AND HIGHER CONSTRUCTION COSTS

Unforeseen delays in construction could cause a delay in creation of construction jobs as

well as a delay in the completion of the Project. Such a delay can have a significant impact

on the EB-5 investment aspect, as jobs created 30 months after the approval of an I-526

petition cannot be counted for EB-5 purposes. Furthermore, higher construction costs may be

experienced in the future as the demand for housing increases.

NO ASSURANCE THAT THE EB-5 PROGRAM WILL CONTINUE

The EB-5 program may be temporarily halted or permanently suspended for various

reasons. If such were the case, the Project would have to rely on a different source for funding

the $27 million in capital (25.84% of the total capital stack). Investors should be aware that such

an event may occur without notice.

COMPETING EB-5 PROJECTS

There are multiple investment opportunities being offered in the United States that

enable foreign investors to participate in the EB-5 Program. These opportunities vary by risk,

capital structure, geographic location, sponsor and regional center experience, and issuer

experience.

CONFLICTS OF INTEREST

Woodmont Investment 1 LLC, the General Partner, is affiliated with the Project Company,

the Regional Center, and the General Contractor for the Project. As a result of these

interrelationships, the Loan and Security Agreement and other agreements underlying the

investment structure, and the financial terms of the Interests, have not been negotiated at arm’s

length. If it becomes necessary for the Partnership to collect on the Loan or enforce its terms,

the General Partner may be responsible for managing both lender and borrower. The General

Partner will be under a fiduciary duty to act in the interest of the Partnership and the partners,

and in the event of an unresolvable conflict may be required to engage an independent

manager to represent the interests of one or more parties.

T 47


SUMMARY AND OPINIONAs indicated in the SWOT analysis, the Project has a

number of strengths including the Project’s location, the

Project’s strong job and community impact, the extensive

residential development history of the Developer, amenities

offered, existing purchase agreements, and continued

improvement in the construction industry. Opportunities

do exist for this Project, including; additional profit and

growth through future phases, the lack of local experience

of competitors, population growth, no competing

development firms for large scale lot sales to builders, a

steady Albuquerque MSA job market, and the fact that

the Developer owns the majority of apartment zoned

properties in NW Albuquerque. However, it is important to

note the weaknesses of this Project, which include; bank

financing is not in place, the Project is not located in a

major metropolitan area, the Project lacks a recognizable

brand name, the Developer equity represents a low

percentage of the capital stack, and that the Developer

does not have the capital strength or liquidity of the

several public home builders in Albuquerque. Moreover,

threats exist in the form of large competition, competing

EB-5 projects, conflicts of interest, no assurance that the

EB-5 program will continue, and delays in construction.

All construction projects have an inherent construction risk

where construction could be delayed by circumstances

outside the control of the Project Company.

In regards to the risk to the immigrant investors,

each will have the opportunity to have his or her capital

investment and Administrative Fee returned under various

scenarios, though the timing of said return is dependent

upon a number of factors as explained elsewhere in this

report. We believe that an EB-5 loan-to-total-capital ratio

of about 26% will help ensure a high probability of timely

repayment of investor capital, as does the sound exit

strategy. Furthermore, the job creation requirement for

the immigrant investors has a sufficient job cushion with

1,188.90 jobs likely to be created against the Project’s

requirement of 540 jobs.

In order to provide investors with the highest degree

of transparency, Granite Escrow Services will provide each

investor with both quarterly reporting and daily updates of

all account activity, including withdrawals from the escrow

account to the Project Company and incoming payment

distributions, via individualized access of a secured

on-line portal.

Based on the analysis and review of the information

provided, assuming the Project proceeds as is anticipated,

while we are unable to provide any guarantee of such

assurance, we believe that the Project should provide

immigrant investors with a strong degree of confidence,

both in obtaining approval of their I-526 petitions and in

realizing the full return of their capital investment. However,

the investor must take into account the recommendations,

opportunities, and potential weaknesses documented

within this report as important considerations prior to

proceeding with the investment. All investment decisions

should be made solely after review of the Offering

Memorandum and after consulting with a qualified

immigration legal advisor, tax and financial advisor.

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IMPORTANT DISCLOSURESYOU SHOULD NOT CONSTRUE THE CONTENTS OF THIS

REPORT AS LEGAL, TAX, OR OTHER INVESTMENT ADVICE. THIS REPORT IS NOT A RECOMMENDATION TO PURCHASE SECURITIES OR MAKE ANY INVESTMENT. WE GIVE NO OPINION AS IT RELATES TO THE PRESENT OR FUTURE VALUE OF THE INVESTMENT. YOU MUST RELY ON YOUR OWN ADVISORS, INCLUDING YOUR OWN LEGAL COUNSEL AND ACCOUNTANTS, AS TO LEGAL AND TAX RELATED ASPECTS OF THIS REPORT. YOU MUST RELY ON YOUR OWN FINANCIAL ADVISORS TO DETERMINE IF THE RISK ASSOCIATED WITH THIS INVESTMENT IS SUITABLE OR APPROPRIATE FOR YOU BASED ON YOUR INDIVIDUAL NEEDS. CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED OR IS DERIVED FROM SOURCES PREPARED BY THIRD PARTIES. WHILE SUCH INFORMATION IS BELIEVED TO BE RELIABLE FOR THE PURPOSES USED HEREIN, WE DO NOT ASSUME ANY RESPONSIBILITY FOR THE ABSOLUTE ACCURACY OF SUCH INFORMATION. WE HAVE NOT INVESTIGATED THE ACCURACY OF THIS INFORMATION AND WE HAVE NOT INDEPENDENTLY VERIFIED THE ASSUMPTIONS ON WHICH SUCH INFORMATION IS BASED. THE INFORMATION CONTAINED HEREIN IS SUBJECT TO CORRECTION, COMPLETION, VERIFICATION, AND AMENDMENT. THIS REPORT CONTAINS SUMMARIES OF CERTAIN TERMS OF DOCUMENTS AND AGREEMENTS. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE TERMS OF THE ACTUAL DOCUMENTS AND AGREEMENTS. IF ANY OF THE TERMS, CONDITIONS, OR OTHER PROVISIONS OF THE ACTUAL DOCUMENTS AND AGREEMENTS ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS REPORT, THE TERMS OF THE ACTUAL DOCUMENTS AND AGREEMENTS WILL CONTROL. UNLESS STATED OTHERWISE, ALL TIME SENSITIVE INFORMATION IS PROVIDED AS OF THE DATE HEREOF AND ALL OTHER STATEMENTS IN THIS REPORT ARE MADE AS OF SUCH DATE. THIS REPORT HAS BEEN PREPARED IN THE ENGLISH LANGUAGE. IN THE EVENT ANY TRANSLATION OF THIS REPORT IS PREPARED FOR CONVENIENCE OR ANY OTHER PURPOSE, THE PROVISIONS OF THE ENGLISH VERSION SHALL PREVAIL. IF THERE IS ANY DISCREPANCY BETWEEN A TRANSLATED VERSION AND THE ENGLISH VERSION, THE ENGLISH VERSION SHALL PREVAIL. IT SHOULD BE NOTED THAT THE INFORMATION ABOUT THE COMPANIES, MANAGEMENT, AND CONSULTANTS WERE PROVIDED BY REGIONAL CENTER AND/OR PROJECT SPONSOR; NMS CAPITAL SECURITIES, LLC HAS RELIED ON SUCH THIRD PARTIES IN ITS VERIFICATION OF THE STATEMENTS MADE HEREIN. THE PROJECT IS ALSO SUBJECT TO CERTAIN CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY COMMENTS OR REPRESENTATIONS REGARDING THIS REPORT OTHER THAN THOSE CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NMS CAPITAL SECURITIES, LLC. PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT RECEIVED DIRECTLY FROM THE COMPANY OR CONTAINED IN THE OFFERING MEMORANDUM. THE INFORMATION PRESENTED HEREIN IS AS OF THE DATE SET FORTH ON THE COVER HEREOF UNLESS ANOTHER DATE IS SPECIFIED, AND NEITHER THE DELIVERY OF THIS REPORT NOR ANY INFORMATION CONTAINED HEREIN SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION PRESENTED SUBSEQUENT TO SUCH DATE.

PLEASE BE ADVISED THAT THE COMMENTS CONTAINED IN THIS REPORT WERE PREPARED IN CONNECTION WITH NMS CAPITAL SECURITIES’S REVIEW OF THE DUE DILIGENCE INFORMATION AND DOCUMENTATION PROVIDED AND THIS REPORT IS FOR GENERAL INFORMATION PURPOSES ONLY TO PERMIT YOU TO LEARN MORE ABOUT THE COMPANY AND ITS HISTORY. THE INFORMATION PRESENTED IN THIS REPORT IS NOT LEGAL OR INVESTMENT ADVICE, IS NOT TO BE ACTED ON AS SUCH, MAY NOT BE CURRENT AND IS SUBJECT TO CHANGE WITHOUT NOTICE. THE COMMENTS MADE BY NMS CAPITAL SECURITIES, LLC, IN, TO OR THROUGH THIS REPORT AND THE RECEIPT OR USE OF THIS REPORT; (1) IS NOT PROVIDED IN THE COURSE OF AND DOES NOT CREATE OR CONSTITUTE AN INVESTMENT RECOMMENDATION, (2) IS NOT INTENDED TO BE CONSIDERED INVESTMENT, TAX OR LEGAL ADVICE, (3) IS NOT A SOLICITATION, (4) IS NOT INTENDED TO CONVEY OR PROVIDE FINANCIAL PLANNING ADVICE, AND (4) IS NOT A SUBSTITUTE FOR OBTAINING ADVICE FROM QUALIFIED PROFESSIONALS. YOU SHOULD NOT ACT UPON ANY SUCH INFORMATION WITHOUT FIRST CONDUCTING YOUR OWN INDEPENDENT REVIEW AND ANALYSIS OF THE COMPANY AND THE INFORMATION IN THIS REPORT. SEEK A QUALIFIED PROFESSIONAL COUNSEL ON YTHE SPECIFIC MATTER.

50


YOU AND YOUR REPRESENTATIVE(S), IF ANY, ARE INVITED TO ASK QUESTIONS AND OBTAIN ADDITIONAL INFORMATION FROM THE GENERAL PARTNER CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, THE FUND, AND ANY OTHER RELEVANT MATTERS TO THE EXTENT THE GENERAL PARTNER POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE. ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE TO THE GENERAL PARTNER ADDRESSED AS FOLLOWS:

Susan Berger Email: [email protected] Office: 702-454-5300 Ext. 222 Cell: 702-994-0260 Fax: 702-454-8715 Woodmont Investment 1, LLC 3077 East Warm Springs Road, Suite 100 Las Vegas, NV 89120

51

NMS CAPITAL SECURITIES, LLC433 North Camden Drive, 4th Floor

Beverly Hills, CA 90210

Tel: 1.800.716.2080

www.nmscapital.com

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