PRIVATE INVESTMENT MEMORANDUM FOR PREFERRED EQUITY FOR

THE LUXURY CONDOMINIUM TOWER CONSTRUCTION PROJECT AT

1000 SOUTH MICHIGAN AVENUE CHICAGO, ILLINOIS

OFFERING OF PREFERRED EQUITY

PREFERRED INVESTED CAPITAL OF $91,250,000

NOVEMBER 1, 2019

FOR INFORMATION AS TO THIS OFFERING PLEASE CONTACT

TIME EQUITIES SECURITIES LLC 55 FIFTH AVENUE, 15TH FLOOR

NEW YORK, NY 10003 (212) 206-6032

TIME EQUITIES SECURITIES LLC

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Confidential Private Investment Memorandum (“Memorandum”) for Investment Opportunity for the Luxury Condominium Tower

Construction Project for 1000 South Michigan Avenue

Chicago, Illinois

Summary of the Offering The following is the offering for Preferred Equity in 1000 South Michigan Preferred LLC (the “Class A Company”) for the construction project located at 1000 South Michigan Avenue, Chicago, Illinois (the “Property” or “1000M”) to build a 72 story, 656,000 sf, , skyline changing luxury condominium tower, consisting of 450 residential condominium units, 430 space parking garage, approximately 40,000 square feet of amenity space on two floors (including outdoor pool/sun deck, fitness center, spa, game room, children’s playroom, movie theatre and observation deck) and approximately 950 square feet of ground floor retail space. The Property was previously used as surface parking and measures 32,339 sf of land area (134’ x 241’) or 0.74 acres. Upon completion 1000 M would be the tallest building in the iconic row of skyscrapers on Michigan Avenue across from Grant Park. Based on unit count, 1000 M will be Chicago’s 4th largest condominium development since 2000.

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The Preferred Return to be paid to Investors for the Preferred Equity shall be a cumulative 10.5% per annum, without compounding. The Owner shall provide the Preferred Equity Investors quarterly minimum payments at 5.25% per annum during the period of construction (“Minimum Quarterly Payments”). After construction is completed, the Owner shall continue to pay the Preferred Equity Investors, the Minimum Quarterly Payments and accrue the balance of Preferred Return (5.25% per annum) until cash available for distribution from net sales and/or loan proceeds, rental income and/or other sources of funds (including but not limited to funds from the Sponsor Members) provides payment of all or part of the unpaid accrual of the Preferred Return. It is estimated that $16,767,188 of the Preferred Invested Capital will be used to fund the Minimum Quarterly Payments over a projected 48-month period. The total Invested Capital for this Offering is $91,250,000. (“Preferred Invested Capital”). Such Preferred Invested Capital will fund approximately 15% of the total Project Costs ($70,987,175) under the Construction Loan, plus the aggregate amount of $20,267,188 to fund the Minimum Quarterly Payments to the Preferred Equity Investors, and the commissions for this Offering. Affiliates of the Class A Manager have committed to subscribe for up to $5,000,000 of the Preferred Invested Capital. In the Financial Forecast, the Preferred Invested Capital, plus the accrued and unpaid Preferred Return, is estimated to be repaid within 48 months from the loan proceeds of the projected Inventory Loan. The total estimated Project Costs, including the value of the land, hard and soft costs, is $473,236,018. As reflected in the Sources and Uses Schedule, set forth below, the Construction Loan will fund 72.5% of the total Project costs. The Preferred Equity will fund the incremental 15%, up to 87.5% of the total Project costs. The Sponsor Members will contribute the final 12.5%, filling out the capital stack up to 100% of the estimated total Project costs under the Construction Loan. The current owner of the land is 1000 South Michigan Equities LLC, an Illinois limited liabilty company (the “Owner”). The Owner has owned the land since April 22, 2016. The Manager of the Owner is 1000 South Michigan Manager LLC, an Illinois limited liability company (the “Manager”). The managers of the Manager of the Owner are Francis Greenburger and Robert Kantor. The Class A Company will become the Class A or Preferred Equity Member in the Owner. The Manager of the Class A Company is Time Equities, Inc., a New York corporation. Francis Greenburger is the Chief Executive Office and Chairman of Time Equities, Inc. as well as its sole shareholder and director. Robert Kantor is the President of Time Equities, Inc. Reference to the Manager of the Class A Company is referred to as the “Class A Manager”. The other members of the Owner will be its existing members, which will be the Class B Members or Sponsor Members (the “Sponsor Members” or “Class B Members”). Affiliates of Time Equities, Inc. and Francis Greenburger will own a 75% interest in the Sponsor Members. The Project is a joint venture with JK Equities and Oak Capital, and they will own a 25% interest in the Sponsor Members. Reference to the “Class B Members” or “Sponsor Members” shall mean the existing members of the Owner who will become the Class B Members or Sponsor Members of the Owner in the Amended and Restated Operating Agreement for the Owner.

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Goldman Sachs Bank, USA (the “Construction Lender” or “Lender”) has provided a terms sheet for the construction loan (“Construction Loan Terms”) for an amount up to 72.5% of the approval project budget, which Project budget is currently estimated at $473,247,834, but is subject to change. This current Project budget includes estimated total construction loan proceeds of $343,096,113 (the “Construction Loan”). Francis Greenburger is required, under the Construction Loan Terms, to provide a Completion Guaranty as to the completion of the Building, a Payment Guaranty for 75% of the principal balance of the Loan and Guaranty as to the interest due under the Loan that is not funded from loan proceeds. See section below describing the loan terms for the Construction Loan, including the guarantees to be provided by Francis Greenburger. Closing for the land and predevelopment loan (“Land Loan”) with the Construction Lender is anticipated to occur in early November 2019. The amount for such land loan is $27,550,000. This loan amount is based on 72.5% of the appraised value for the land, which is $38,000,000. The Land Loan will refinance the existing mortgage held by Citizen Bank with an outstanding balance of approximately $16,400,000. The remaining proceeds of the Land Loan will be advanced on a monthly basis to cover Project costs (anticipated to be for mostly soft costs and closing costs). The amount of the Land Loan shall be refinanced when the Construction Loan closes.

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Under the Amended and Restated Operating Agreement for the Owner, cash available for distribution shall be paid to the Class A Company, for the benefit of the Preferred Equity Investors, first in the amount of the accrued unpaid Preferred Return (including the Minimum Quarterly Payments) and then to pay down the amount of the Preferred Invested Capital until it is reduced to zero, before any distributions are paid by the Owner to the Sponsor Members. Any distributions on a cumulative basis, in excess of the Preferred Return shall be applied to reduce the amount of the Preferred Invested Capital. The Class A Company shall not have any residual interest in the Owner, after both their Preferred Return and Preferred Invested Capital has been paid off in full. The Sponsor Members shall be entitled to all of the remaining distributions after this occurs. The Preferred Invested Capital and the Preferred Return may be prepaid by the Owner at any time without penalty for any such early prepayment. The Class A Company (on behalf of the Preferred Equity Investors) shall be entitled to payment of their Preferred Return calculated through the date of prepayment as to any such early prepayment of all or any part of the Preferred Invested Capital and/or Preferred Return. Francis Greenburger shall guaranty repayment, by no later than December 31, 2025 (the “Due Date”) to the Class A Company, for the benefit of the Preferred Equity Investors, the amount equal to 15% of the amount of the Preferred Invested Capital raised which, if the entire amount of Preferred Invested Capital is raised, the guaranteed amount would be $13,687,500 (“Guaranteed Amount”). For example, if the Preferred Equity lost up to 15% of its value, the Guaranteed Amount would cover 100% of such lost value. The Financial Forecast, included in this Private Placement Memorandum, provides two scenarios where the Preferred Equity is projected to be paid off within 48 months after the first funding. One Scenario projects 65% of the units and 30% of the garage spaces being sold and the other Scenario projects 45% of the units and 30% of the garage spaces being sold, in either case upon completion of construction. In both Scenarios the Financial Forecast projects obtaining an Inventory Loan of $142,908,993 for approximately 158 units under the first scenario (65% sold) and $224,571,274 for approximately 248 units, under the second scenario (45% sold). Such Inventory Loan is projected to occur in December 2023 and proceeds from such Inventory Loan under either Scenario are estimated to be in an amount sufficient to pay off in full the Preferred Invested Capital (included any accrued and unpaid Preferred Return). The minimum investment is $250,000 payable in full upon execution and delivery of one’s subscription agreement, although the Class A Manager may accept investments of a lesser amount. The Class A Manager may, in its discretion, accept or reject any subscriptions in whole or in part. The Offering shall continue until subscriptions are sold and funded for the total amount of the Preferred Invested Capital. See below for a more detailed description of the terms for the Preferred Equity. The Property is fully entitled with an active pre-sale campaign and construction estimated to commence in December 2019. The projected time frame for completion of construction is approximately 36 months, based on the estimated time period from December 2019 through the end of 2022.

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Through October 15, 2019, contracts have been entered into for the sale of 95 of the 450 units or approximately 21% of the total number of units for an aggregate purchase price of $86,829,082.

The Owner has spent 4 years planning the development of the Project from land acquisition and site assemblage to entitlement, design and presales. Once complete 1000M will be an architectural icon and will have a dramatic impact on the Chicago skyline. With its curved corners and cantilevering facades, the tower grows as it ascends to its pinnacle at 830’, reaching high above neighboring buildings to unlock unobstructed 360⁰ “forever” views. Relative to New York City, Miami, London and various other gateway cities around the globe, the Chicago luxury condo market today appears to be both undervalued and undersupplied. Purchasing a condominium in a building with equivalent scale and prestige in one of these other cities might cost double or triple that of a unit at 1000M. Within Chicago, the limited supply of new luxury condominium product is well documented and described further herein. The comparable projects in the market have achieved average sales of +$1,000/SF (as documented in the sales comps herein), which is the same price level that 1000M seeks to achieve on average (and has already achieved on certain pre-sale contracts). The Chicago condo sale high-water mark was set in 2018 at $2,200/SF.

Floors # Sold Total SF Sold Net Sale Avg $/Unit Avg $/SF Avg. SF % Sold Max $/SF Min $/SF

3-40: Signature Base 54 83,556 59,420,200 1,100,374 711 1,547 25% 988 473

41-47: Int.'l Collection 37 15,851 16,133,882 436,051 1,018 428 28% 1,326 822

48-71: Signature Tower 4 11,370 11,275,000 2,818,750 992 2,843 4% 1,019 979

95 110,777 86,829,082 913,990 784 1,166 21%

SOLD UNITS SNAP SHOT

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Looking forward, the pipeline of luxury condo deliveries in Chicago remains extremely low and even lower for tower projects with the scale and views equivalent to 1000M. Downtown Chicago remains a high-barrier-to-entry market in which land costs, construction costs and government policy/politics has constrained large-scale condominium development for the foreseeable future. At the same time, the downtown Chicago market is experiencing economic and population growth. As detailed elsewhere in this Memorandum, Chicago is one of the most robust markets in the country for the growth of young, affluent households, and has welcomed dozens of major corporate relocations in recent years. In addition, Google, Salesforce, Facebook, Glassdoor and Accenture have recently announced major workforce expansions in the downtown core.

1000M is among the very few remaining large-scale development sites on Chicago’s prestigious Michigan Avenue. As a result of its position on Michigan Avenue, as well as the generally lower heights of buildings in the neighborhood, 1000M will offer largely unobstructed, 360-degree views of the Downtown Chicago skyline, historic Grant Park and of Lake Michigan. Centrally located along Chicago’s Cultural Mile and in the Historic Michigan Boulevard District, 1000M is within walking distance of countless neighborhood amenities, including numerous parks, the lakefront, restaurants, transportation, schools and world class institutions such as the Chicago Art Institute, Field Museum, Adler Planetarium, Auditorium Theater and Soldier Field. The Property is also just one mile south of Chicago’s Magnificent Mile, the section of Michigan Avenue world-famous for its shopping and dining experiences.

The attached Project Budget consists of construction estimates completed during the design development phase of the Project at the point where approximately 50% of the construction drawings have been completed. The attached Project Budget therefore does not reflect the final guaranteed maximum price contract (the “GMP Amount”), which occurs when a certain percentage of trades or subcontracts are bought-out after the construction drawings are 90% complete. It is anticipated that the GMP Amendment, to establish the GMP amount, will occur when 60% of the subcontracts for the hard costs have been bought. This is projected to occur in the first quarter of 2020.

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It is a special risk of this Offering as to the revisions to the total budget for this Project that will occur, upon completion of the construction documents, the bid out of the trades and the negotiation of the guaranteed maximum price contract with the Construction Manager. Such revisions to the total Project Budget may materially increase the total costs of the Project. After the Construction Lender funds the balance of the Land Loan, estimated at $11,550,000, then the remaining borrower equity (including the Preferred Equity) will have to be funded first before construction loan proceeds are advanced, except for those to be funded under the Construction Loan for interest and carrying costs. The Offering is being made only to Accredited Investors (as defined in the Subscription Agreement). The Subscription for the purchase of Preferred Equity is subject to the approval of the Managers. This offering is made as a private offering under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Act”). This offering will not be registered under the Act or the securities laws of any state and are being offered and sold on reliance on the exemption from the registration requirements of the Act and such state securities laws. In order to qualify for such exemption under Rules 506(c) of Regulation D, each Investor must satisfy the suitability standards in this Memorandum by being an Accredited Investor (see section on Suitability Standards for further information).

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK AND IS ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY IN SUCH INVESTMENT AND WHO ARE ABLE TO AFFORD THE RISK OF THEIR INVESTMENT. This Private Investment Memorandum may not be distributed to any person and/or entity without the express written permission of the Class A Manager. Detailed Project Description

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1000M features 450 units ranging from 350 SF micro units to 5,500 SF penthouse homes with expansive outdoor space. All unit owners and residents will enjoy over 40,000 square feet of amenities. The Project also includes a 10-level parking garage with 430 spaces. Exterior Design 1000M was designed by German-born and long-time Chicago resident Helmut Jahn, one of the world’s leading architects. Jahn’s design for 1000M is inspired by the site’s position at the intersection of nature (Grant Park) and Michigan Avenue. 1000M gradually widens at the northeast and southwest corners as it ascends, allowing its floor plate to transition from an efficient rectangle at the base to an expansive parallelogram at the top. These graceful exterior movements work together allowing for unique homes on the interior. Jahn’s design optimizes views of Lake Michigan and surrounding vistas throughout the tower. Due to the increasing area of the floor plates, the design allows homes to be more efficient lower in the building, and more spacious above. Structural elements such as sheer walls and structural columns have been carefully studied to ensure their impact on interior spaces and views is minimized. Additionally, floor-to-ceiling glass panels with large operable windows ensure maximum natural light and fresh air for the homes. Interior Design KARA MANN programmed and designed all of the residences and amenity spaces at 1000M. Ms. Mann is a rising interior design star and Chicago native. Condo finishes features natural wood floors as well as a mix of natural and man-made stone options in the kitchens and bathrooms. Purchasers will be able to choose from three elegant

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interior design packages. Kitchens will feature custom cabinetry, sub-zero refrigerators and Wolf ranges. Master bathrooms contain over-sized showers and ‘wet rooms’ furnished with large soaking tubs. Upper floor homes will feature extra-large in-set balconies, which function as outdoor rooms.

Lobby, Port Cochere, Amenities and Services 1000M will have a two-story formal entry on Michigan Avenue featuring a dramatic canopy/awning. Inside, residents will be greeted by 24/7 doormen/concierge, as well as curated art installations, and multiple lounge seating areas. In addition, 1000M will offer a direct entry for residents from the port cochere. 1000M will offer an extensive, best-in-class amenity package, with nearly 30,000 SF on the 11th floor and 10,000 SF at the observation deck. Designed by Kara Mann, public areas will augment the sophisticated lifestyle enjoyed by residents of 1000M. Amenities will include an outdoor pool/sun deck and great lawn, as well as library/lounge, game room, business center, children’s playroom and movie theater. In addition, 1000M will offer a state of the art fitness center and a full spa complete with hot and cold plunge pools, salt room, sauna, meditation room and therapy room. 1000M will provide residents with 24/7 concierge, doormen, and a live-in superintendent to take care of their every need.

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Optimized Unit Mix/Product Diversification 1000M offers 450 condominium units spread out over 71 floors. As reflected below, in the Unit Program Snapshot, 1000M is divided into three smaller buildings within the building. The Signature Base units are located on floors 3-40, the International Collection is located on floors 41-47, and the Signature Tower units are located on floors 48-71.

1000M’s three different unit programs/tiers appeal to different buyer profiles and therefore generally do not compete with each other. Said another way, 1000M is designed to offer compelling product to an extremely wide range of customers. Units range from a $300,000 micro studio on the 40th floor, to an $8,500,000 penthouse on the 71st floor – and everything in between. Among other things, this strategy is designed to speed absorption and maximize $/SF by presenting a limited offering of diverse product within the building. Each program type has its own buyer target, unit mix/sizing and pricing structure and value proposition. The Signature Base units, which represent 50% of the building sellable SF, average 1,556 SF. These units are designed for the “luxury/value” buyer. There is a wide range of options in this tier. Finishes here are the same as those offered in the Signature Tower units, including sub-zero refrigerators and Wolf ranges.

Floors # of Units Total SF Gross List $ Avg $/Unit Avg. $/SF Avg. SF

3-40: Sig. Base 212 329,851 244,293,100 1,152,326 $741 1,556

41-47: Int. Coll. 133 70,653 73,571,862 553,172 $1,041 531

48-71: Sig. Tower 105 255,993 297,214,000 2,830,610 $1,161 2,438

450 656,497 615,078,962 1,366,842 937 1,459

1000M UNIT PROGRAM SNAP SHOT

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The Chicago market has had success with this product type at a number of recent developments, notably the completed Aqua Tower and 340 on the Park, and more recently, currently delivering Renelle on the River, Superior House and 360 West Erie condo developments. The International Collection units, consisting of 133 units, which represent 10% of the building sellable SF, average 531 SF. These homes are designed as pure ‘micro units’ and are

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attractive to investors, in-town/pied-a-terre owners, students, international buyers and an increasing number of full-time residents. In the International Collection unit mix, there is a wide variety of micro units, from 300 SF studios to 850 SF three bedroom units. To our knowledge, 1000M is the first condominium development in Chicago to introduce luxury micro condos. One of the main distinguishing factors for this product type is their access to the full 40,000 square feet of amenities at 1000M, an unprecedented offering (to our knowledge) for homebuyers in this price range. The Signature Tower units, which represent 40% of the building sellable SF, average 2,400 SF. These homes are design for those buyers seeking best-in-class, ultra-luxury. As reflected in the Signature Tower unit mix below, the majority of the units in this tier are graciously sized three bedrooms. Many of these units offer studies and balconies. Lake, park and city views from the Signature Tower units are ‘forever’, unobstructed 360⁰ views. Ultra-luxury product has performed exceedingly well, both on a unit-absorption and price per-square-foot basis in Chicago’s downtown market, as exemplified by projects such as 4 East Elm (sold out), No. 9 Walton (sold out) and One Bennett Park. The resale market in this category has also experienced strong performance since 2012. The Signature Tower units are designed to be highly competitive vs. the few other ultra-luxury new condominium projects in Chicago, given 1000M’s low relative ‘chunk prices’, high design, and views. The final revenue driver for 1000M will be its parking garage, which will have 430 spaces. As is customary in the Chicago CBD market, condo buyers often purchase parking spaces at an extra charge of between $35,000 and $60,000. For 1000M the Owner is projecting to sell parking spaces for an average of $50,000/space. Among other challenges that had to be overcome during the acquisition and design process, was that 1000M did not have vehicular access (it was ‘landlocked’). The only street frontage the Property had was onto South Michigan Avenue, a street where curb cuts are not permitted. The Owner recognized that to the extent it could solve the access problem, as well as secure entitlements and variances for a larger/taller tower than would otherwise be permitted, the true potential value of the Project could be achieved. To that end, the Owner (through a separate affiliate entity) acquired the adjacent property to the south (1006 South Michigan Avenue). 1006M is an 8-story office building, The 1006M site offers access from Wabash Avenue to both 1006M and to 1000M. By owning both properties, and incorporating them into a Planned Development, the Owner was able to arrange for vehicular access to the 1000M site via Wabash Avenue. It was also able to arrange for the transfer and consolidation of the 130,000 square feet of unused air rights and FAR bonuses from the 1006M site to the 1000M site. Lastly, the 1000M tower design actually extends its floor plate over the 1006M site, which allows for 1000M’s highly efficient design and its remarkable architecture.

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Grant Park/Michigan Avenue Sub-Market Description

1000M is located on the edge of Grant Park, on Chicago’s most iconic street, Michigan Avenue. Named after the Great Lake that it borders, this avenue is now the backdrop to Chicago’s best shopping and cultural experiences. While Chicago’s North Michigan Avenue has earned a reputation as the “Magnificent Mile” with its world-renowned stores and boutiques, South Michigan Avenue claims the “Cultural Mile” as its moniker because of its extraordinary museums, theaters, art galleries and most importantly Grant Park, Chicago’s own front yard. With its rolling lawns, monuments and sculptures, Grant Park, is a fascinating sight from above and within. Broad pedestrian paths meander through 319 acres of gardens, contemporary and classical sculptures, and expansive sports fields. The park also boasts access to an 18-mile lakefront running and biking paths that connect the northern and southern portions of the city. Grant Park is not only Chicago’s figurative front yard, but is 1000M’s actual front yard, as the building sits across the street from the park, providing amenities to the residents and forever protecting the views of the lake for 1000M’s residents. Today, South Michigan Avenue defines the western edge of Grant Park and represents one of the most distinguished images of Downtown Chicago. The neighborhood contains an eclectic mix of office buildings, chic new restaurants, hotels, residential buildings, loft offices and numerous universities. This neighborhood is currently gaining prominence, as Downtown Chicago’s ‘center of gravity’ continues to move south. 1000M’s neighborhood now bridges the gap between Chicago’s coveted River North and South Loop neighborhoods, making all that Chicago has to offer easily accessible.

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Recent Appraisal Completed for Construction Lender The Construction Lender retained CBRE Valuation and Advisory Services (“CBRE”) to perform an independent third party appraisal of the Project for the Land Loan and the Construction Loan. This was completed by CBRE in October 2019. In this appraisal, CBRE stated that appraisal value for the land is $38,000,000. The appraised value of the land was used to determine the amount of the Land Loan, which is $27,550,000 (72.5% of $38,000,000). The 1000M land value is advantageous relative to market comparables for land in downtown Chicago. The high-water mark land sale in the market was the 9 Walton site which sold for $1,000,000 per unit (68 units; $70,000,000 for the land). CBRE, in the appraisal stated that the highest and best use for the Property would be the creation of a condominium project. CBRE estimated the retail sell out value for the Project, based on all of the units being sold, at $632,000,000. Assuming a Construction Loan of $343,104,680, this would produce a loan to value ratio of 54.29%. CBRE also provided an appraised value of $575,400,000 on rental income capitalization basis, assuming the entire Property would be operated on a rental basis. Based on the estimated Construction Loan amount of $343,104,680, this would produce a loan to value ratio of 59.63%. In the appraisal, CBRE indicated there has been significant improvement in the luxury condominium market in Chicago over the past 2 to 3 years. CBRE stated that the neighborhood, where the Property is located, is largely built-out and the physical barriers to entry are high. CBRE indicated the Property represents a premier location within the Chicago downtown market area with direct frontage on Grant Park and unobstructed views of Lake Michigan and Chicago skyline to the north. CBRE further stated that, in addition to optimism in the housing market, there is a small amount of unsold inventory. CBRE stated that the inventory of new luxury and ultra luxury properties is slowly dwindling. In conclusion, CBRE stated that Chicago, in the long term, remains an attractive market for investors and is widely considered the strongest market in the Midwest. Locally, CBRE concluded that the Property is in a strong submarket with low historical vacancy and significant absorption occurring.

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1000M Entitlements and Requirements under the Affordable Housing Ordinance Today the 1000M site is fully entitled, including the variance allowing for the height of 830’ (which is approximately 2x the height what is normally permitted in the Historic Michigan Avenue zone). 1000M entitlement was approved under the previous Affordable Housing Ordinance (“ARO”), which allows a one-time payment to the City (due at first building-permit) in the amount of $850,000, in lieu of providing affordable housing in the Project. Under the current ARO Regulations, such payment would have been $10,500,000, resulting in a $9,650,000 savings for the Project. The new ARO ordinance also requires the new downtown residential construction projects to set aside 10% of their units for low-income households, thus reducing the potential profitability of these projects. Since the Project operates under the old ARO, the Owner is not required to set aside 10% of the units for low-income households. CBRE in the Appraisal stated that these new ARO requirements have recently slowed land purchases as well as the increase in supply of downtown apartment units coming on line in 2017, 2018 and 2019. After 2021 CBRE stated there is a significant drop in new construction deliveries in the apartment market. Not being subject to the new ARO ordinance represents a major competitive advantage for 1000 M. In order to achieve the entitlement for the Project, development rights, consisting of a FAR of 78,881 square feet, was transferred from the adjacent property at 1006 Michigan Avenue that is owned by the Sponsor Members. The Owner expects to obtain the foundation/early start permit in November/December 2019 and the full building permit in 2020. Current Sales With respect to Project sales and marketing, the 1000M gallery opened in the 4th quarter of 2017. Through October 15, 2019 the Owner has entered into contracts for 95 of the 450 units, or approximately 21%. These 95 sales represent approximately 110,777 SF out of the project’s total 656,000 SF. Total contract volume through this date is $86,829,082, indicating an average selling price per square foot of $784/SF (with prices ranging from $473/SF to $1,326/SF). The current average price per unit is $913,990.

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The Owner retained @Properties to prepare a marketing study for the Project. @Properties indicated, in their Opinion of Sales and Absorption Study for the Project, that over 840 individual qualified potential purchasers have visited the 1000M sales gallery over the 22 months since sales inception (an average of 38 per month). The 95 current sales contracts represent a conversation rate of 11%. 1000M appears to lead the market in both of these statistics, traffic and sell-through. @Properties points out as the number one concern of the potential 1000M buyers, who elected not to purchase, has been the long/uncertain delivery timeline of the Project. With construction just commencing, this will start to address part of this major purchaser objection. As a result, @Properties projects absorption will speed up as construction gets underway and progresses. The 1000M sales center is located on the ground floor of the adjacent 1006 South Michigan Avenue site, which is also owned by an affiliate of the Owner. It measures over 7,000 SF and cost over $2,000,000 to build. 1000M so far has received two awards, the 2018 Gold Award for Best Presentation Center for the sales center, awarded by the National Association of Home Builders and Best New Development in Best of Design 2018 for the Project, awarded by Modern Luxury Interior Chicago.

Estimated 1000M Project Timeline Start Construction for foundation work December 2019

Close Land Loan for $27,550,000 and start funding for $11,150,000 of additional Land Loan Proceeds

November 2019

Close Construction Loan estimated at $343,096,113

October 2020

Substantial Completion of Construction December 2022

Inventory Loan Closing December 2023

The above timeline is subject to change and there is no guaranty as to its accuracy and/or whether or not the above matters relating to completing the Project will be achieved, as indicated above. It is likely that there will be changes to some or all of the above items included in the timeline.

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Project Team As further described below, the Owner has assembled a top-tier team of design and construction professionals for the project. Design Architect/JAHN LLC (“Architect”): Mr. Jahn and his firm have earned numerous awards including American Institute of Architect Fellow (1987), “Ten Most Influential Living American Architects” (1991), and “Firm of the Year (2005)”. In 2012 Mr. Jahn was awarded the prestigious lifetime achievement award from the both the AIA Chicago and from the Council on Tall Building and Urban Habitats. Interior Designer/KARA MANN: Kara Mann is the founder and creative director of Kara Mann Design, established in Chicago in 2005. She expanded her offices to include a location in Manhattan in 2011, where she works with an international roster of discerning clients and industry leaders. The New York Times described her signature style, a balance of edgy yet sophisticated design, as “interiors with a subversive side”. Sales & Marketing Agent/@Properties: @Properties is the exclusive sales and marketing agent for 1000M. Established in 2000, @ Properties is the largest real estate brokerage firm in the state of Illinois and one of the top 12 residential brokers in the United States. @ Properties is also Chicago’s leading firm for the sales and marketing of new-construction condominium developments, having successfully sold more than 100 local projects totaling over 5,500 residences valued at more than $2.5 billion. Construction Manager/James McHugh Construction Co (“McHugh”): McHugh is the premier builder of landmark, one-of-a-kind structures in Chicago and across the Midwest. Specializing in high-rise concrete construction, residential buildings of all sizes, historic restoration, special use projects, and infrastructure works, McHugh serves clients in both the public and private sectors. Owner’s Representative/Daccord LLC (“Daccord”) Daccord is the Owner’s representative for the management of the design, development, and construction of the Project and the Owner’s representative in the various agreements entered into by the Owner with the Architect, Construction Manager, engineers, consultants and other professionals hired for the Project. Daccord is responsible to coordinate, oversee and administer the services and work of the Project team on behalf of the Owner. Manager/Joint Venture Partners The following is information as to the Manager (or Class A Manager) and the Joint Venture Partners.

Time Equities, Inc. (“TEI”)

Founded by Francis Greenburger in 1966, TEI is a diversified real estate investment and development company based in New York City. TEI’s real estate portfolio consists of mix of 250+ properties totaling over 30,000,000 square feet (valued at approximately $5B). TEI properties are located in 33 US states, 5 Canadian provinces, Germany, Netherlands, Italy and the Caribbean.

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In addition to its portfolio of operating assets, TEI is also a top-tier residential developer. It has renovated and converted over 100 buildings with more than 10,000 condominium units. Furthermore, over the last 10 years it has developed and sold-out/leased-up several significant new-construction projects. To date the company’s largest new development projects have been 500 Wellington in Toronto and 50 West Street in New York City. 50 West Street was completed by a TEI affiliate in 2017. It is an 800’ tall, 185-unit, curved-glass luxury tower in New York’s Financial District. Both projects set sales records for their submarkets. At 50 West, there is approximately a 70 % sell out. The balance of the units are currently rented out and inventory loans, from various lenders, were obtained for such units. This strategy, which was successfully employed at 50 West, is also projected to be utilized for the remaining unsold units. First Republic Bank, one of the lenders providing an inventory loan for 46 unsold residential units at 50 West Street, recently agreed to extend their term of their $90,000,000 existing loan for 5 years. All of the units pledged as collateral for this loan are currently rented. Affiliates of TEI in 2018 also employed the inventory loan strategy for the balance of the unsold unit for the 43,645 sf historic renovation and high end condominium conversion at 34 Prince Street in Manhattan. 500 Wellington, a joint venture with Freed Development, was completed in 2012 and consists of 350 condominiums and a 150-room luxury hotel. Another new construction project recently completed by TEI is located at 601 Bond Street, Grand Rapids, Michigan. This project is a 18 story rental apartment building with 200 apartments. Affiliates of TEI are in the process of completing a 300 unit apartment complex, together with 16,000 square feet of retail space, in West Palm Beach, Florida. Also, Freed Development and TEI are currently undertaking the development of 36 stacked back to back townhouses in Toronto. The Joint Venture Partners for the Project are affiliates of JK Equities and Oak Capital LLC (“Joint Venture Partners”). The Joint Venture Partners own 25% of the Sponsor membership interests in the Owner.

JK Equities, LLC JK Equities, LLC is a private real estate company which acquires, develops and operates property throughout the United States. The Principals of JK Equities have been in the real estate business for over 40 years. Their business philosophy is to provide attractive risk adjusted returns, primarily through below market opportunistic acquisitions, asset appreciation and asset redevelopment. JK Equities, LLC has owned, operated and developed property in more than 15 states valued close to $1.0 billion.

OAK Capital LLC OAK Capital LLC is an equity investor in multiple sectors including real-estate. The principals of OAK Capital have been in real estate, construction & manufacturing business for several decades as equity investors and developers in the US and overseas markets. Their holdings include commercial, residential & manufacturing assets worth several hundred million dollars.

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Sources and Uses for the Total Project Budget The total Project Costs for hard and soft costs and the value of the Land, that will be utilized for the Construction Loan, is projected to be $473,236,018. This amount does not include projected commissions ($3,500,000) and the Minimum Quarterly Payments (50% of the 10.5% per annum Preferred Return) to the Class A Company and the Preferred Equity Investors ($16,767,188). The sources and uses for the total Project Costs, to be utilized for the Construction Loan, are estimated as follows: Estimated Project Sources Under the Construction Loan Percentage Amount Equity

Preferred Equity 15.00% $ 70,985,403

Existing Members (Sponsor Members) 12.50% $ 59,154,502

Construction loan from Goldman Sachs Bank 72.50% $343,096,113 TOTAL 100.00% $473,236,018

The above equity amount for the Sponsor Members includes the value of land, based on its appraised value of $38,000,000. The above 15% allocated to Preferred Equity does not include certain uses of Preferred Equity as outlined below. Estimated Project Uses Under the Construction Loan

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•Site Costs (Value of the Land based on its appraised value) $38,000,000.00

•Hard Costs $330,500,000.00 •Soft Costs $65,510,493.00 •Construction Loan Interest $18,500,000.00

•Contingency – 5% of hard and soft costs $20,725,525.00 TOTAL $473,236,018

The Preferred Invested Capital of $91,250,000 will be used to pay for the following

additional costs that are not be included as part of the total Project Costs for the Construction

Loan:

•Commissions $3,500,000 •Reserve for Minimum Quarterly Payments to Preferred Equity Investors (based on 5.25% per annum for 4 years) $16,767,188

TOTAL $20,267,188

The hard cost portion of the total Project Costs is subject to change once the guaranteed maximum price amendment is finalized with the Construction Manager.

See attached budget for total Project costs, which contains a more detailed breakdown of the above Project costs. The attached Project Budget covers the construction and lease up period for the unsold units until the projected income from sales and/or rental income is sufficient to cover operating expenses and debt service under the Inventory Loan. Time Equities Securities and Selling Commissions

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Time Equities Securities LLC (“TES”) is the managing broker dealer for this Offering. Selling commissions up to 4% of the amount subscribed for by Investors will be paid to TES and other broker dealers. TES shall share such portion of the commissions as decided by TES, in its sole discretion, with other broker dealers whose clients subscribed to purchase a portion of the Preferred Equity (based on the amount of such subscriptions). Affiliates of the Class A Manager will acquire their membership interests for this Offering net of selling commissions and as a result no selling commissions will be paid on their Preferred Invested Capital contributed for this Offering. Also, no commissions shall be paid on any Preferred Equity acquired by the Sponsor Members. In addition, to the extent an Investor is produced through a registered investment advisor, it is anticipated that no selling commission will be paid for their subscription. The Class A Company, in its sole discretion, may accept, net of all or a part of such selling commissions otherwise payable from the subscription amount from an Investors that purchase their membership interests through TES, to the extent it is willing to reduce and/or waive all or a part of such fees. As a result, certain Investors may acquire their membership interest on a gross up basis as to the amount of the selling commissions that are not incurred by such Investors. Selling commission in the Financial Forecasts are estimated at $3,500,000. This amount is based on 4% of the Preferred Invested Capital (after deducting commissions that are not paid for subscriptions of up to $5,000,000 from Affiliates of the Class A Manager). Projected Terms for the Land Loan Loan Amount: Loan amount of $27,550,000. The loan amount is

based on 72.5% of the “as is” appraised value for the land which is $38,000,000.

Use for Loan Proceeds: The Land Loan will be used to pay off the existing

mortgage held by Citizens Bank, in the approximate amount of $16,400,000, and the balance, estimated at $11,150,000, will be used for hard and soft project costs (including closing costs for the refinancing of the existing loan). The Construction Lender will fund this remaining amount through monthly draws to cover certain budgeted items as agreed upon with the

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Lender, without any third party reviews or Lender inspections. The additional costs to be funded under the Land Loan is part of the overall Project costs set forth in the attached Exhibit.

Part of such Project costs to be funded through such

remaining advances will include interest on the Land Loan and operating expenses (including real estate taxes and insurance) for one year. It is estimated that this Land Loan will be replaced within this one year period by the Construction Loan.

Interest Rate: The interest rate shall be based on 30 day Libor plus a

margin of 2.60%. The Financial Forecast includes an estimated interest rate of 4.5% per annum, but there is no guaranty as to what such actual interest rate will be (including any changes in the interest rate) over the term of the Land Loan.

Interest Rate Protection: The Borrower may, but shall not be required to enter

into an interest rate swap or cap to hedge a portion of the interest risk under the Loan. The borrower may fix the rate for the initial funding (approximately $16,400,000 plus closing costs) to pay off the existing loan.

Collateral: The collateral for the Land Loan will be a first

mortgage loan for the Property. Guaranty by Francis Greenburger: Francis Greenburger will be required to guaranty

payment in full of the principal balance of the Loan, plus all accrued and unpaid interest.

Projected Terms of the Construction Loan Goldman Sachs Bank USA (the “Construction Lender” or “Lender”) provided a term sheet for the Construction Loan Terms, as provided below: Loan Amount: Estimated at $343,096,113. The actual loan amount

shall not exceed the lesser of: (i) 72.5% Loan-To-Cost (“LTC”) of the approved construction budget or (ii) 72.5% Loan-to-Value (“LTV”) of the “as-completed, bulk-sale” value of the Property, as determined by a Lender-commissioned third-party appraisal. The Construction Loan will most likely be determined based on 72.5% of the loan to cost, once the budget for the Project costs is finalized and approved by the Construction Lender. Such loan to cost will probably be the lesser of the two above tests, to determine the Construction Loan amount. If the as completed bulk

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sale value of the Project was utilized, then the loan amount would be $458,200,000, based on 72.5% of $632,000,000 (the estimated sell out value in the appraisal for the Units and garage spaces), as estimated by CBRE, in the appraisal for a Construction Loan.

Participation by Other Lenders: The Construction Loan is subject to the Construction

Lender’s ability to obtain one or more participants to fund as much as $137,000,000 of the Construction Loan. The Construction Lender agreed to solicit the Owner’s input as to which participants the Owner wishes to pursue. Now that the appraisal has been completed, the Construction Lender and the Owner are in a better position to obtain such loan participations from other lenders, but there is no guaranty as to the ability to obtain such loan participants.

Structuring Fee to be paid to Lender: .60% of the Loan amount, estimated at $2,058,577 Interest Rate: The interest rate shall be based on 30 day Libor plus a

margin of 2.60%. The Financial Forecast includes an estimated interest rate of 4.5% per annum but there is no guaranty as to what such actual interest rate will be (including any changes in the interest rate over the term of the Construction Loan).

Projected Term of the Construction Loan: Thirty six (36) months following the closing of the

Construction Loan, which is estimated to occur in October 2020.

Interest Reserve and Carry Reserve: A $18,500,000 interest and carry line item (the

“Interest and Carry Reserve”) is included in the Project budget and will be funded under the Land Loan and the Construction Loan on a monthly basis, in conjunction with the monthly construction draws.

Interest Rate Protection: Borrower may, but shall not be required to, enter into

an interest rate swap or cap to hedge a portion of the interest rate risk under the Loan during the term of the Loan, which shall be collaterally assigned to Lender.

Ongoing Advance Conditions:

Usual and customary advance conditions for loans of this size, type, and purpose, including, but not limited to, the following:

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(i) Construction draw requests will: (a) be delivered not more frequently than one time per month; (b) conform to AIA standards; (c) be satisfactory in all respects to Lender and its inspecting engineer.

(ii) Advances will require the approval of Lender subject to its normal and customary standards for construction loan advances, including, without limitation, approval by Lender’s inspecting engineer, site inspections, receipt of all necessary permits and approvals, title continuations evidencing lien-free status, lien waivers, and funding against work in-place.

Loan Balancing: Disbursements will only be made if the Loan is “in balance”; i.e., when the unfunded portion of the Loan is sufficient to pay all Projects costs (including change orders consented to by Lender) to complete and operate the Project and pay interest on the Loan until maturity. If the Loan is not “in balance”, borrower shall either, at its option, complete such portion of the work to bring the Loan in balance or deposit sufficient funds with the Lender to bring the Loan in balance. Such work and/or escrowed funds shall first be completed or disbursed before any other loan proceeds are advanced by the Lender.

Approval of the Project Budget: The project budget, which includes all hard and soft

costs, shall be subject to Lender’s reasonable approval.

Contingency for Hard and Soft Costs: The Project Costs shall include a 5.0% contingency

for hard and soft costs to be advanced from time to time, during the course of construction, at the reasonable discretion of the Lender, consistent with controls for change orders.

Substantial Completion:

Substantial Completion is required to occur on or prior to Maturity Date and shall be defined as: (a) the satisfactory lien-free completion of the Project evidenced by receipt of a temporary certificate of occupancy for 90% or more of the residential units of the Project (the actual percentage to be agreed upon with the Construction Lender); (b) the delivery of a final as-built survey for the Project satisfactory to Lender’s inspecting engineer verifying substantial completion of the Project; (c) full payment of all Project Costs required to be expended to reach

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Substantial Completion of the Project; (d) the Project being fully operational; and (e) no events of default exist.

Minimum Release Price: The minimum release price, to be paid to the Construction Lender, upon the sale of a Unit, estimated to be the greater of 90% of the purchase price for a unit and/or garage space or the amount allocated to each unit, as agreed upon with the Construction Lender and as set forth in the Loan Documents. The aggregate amount allocated to all of units and garage spaces set forth in the Loan Documents shall not be less than 125% of the amount of the Construction Loan as fully advanced. In any event, the greater of the Minimum Release Price allocated to the particular unit and/or garage space or 100% of the net sales proceeds, after payment of closing costs and expenses, shall be paid to the Construction Lender to pay down the Loan. There shall be no prepayment penalty and/or libor breakage fee due in connection with such paydown of the Loan from sales proceeds.

Plans & Specifications:

The Lender’s approval, as to the plans and specifications for the Project, shall not be unreasonably withheld and/or delayed

Collateral: First Mortgage on the Property. Guarantees by Francis Greenburger and Time Equities, Inc.: Francis Greenburger (“Guarantor”) is required to

provide the following guarantees for the Construction Loan:

•Completion Guaranty for completion of the construction;

•Guaranty of principal for 75% of the principal balance of the Loan

•Guaranty of interest due under the Loan Guaranty of non-recourse carveouts and

environmental indemnification in favor of Lender

Until the Construction Loan closed, the Guarantor,

under the Land Loan, is responsible for repayment of

100% of the principal and interest under the Land

Loan.

Financial Covenants of

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Francis Greenburger: Under the Construction Loan, the Guarantor, during the entire term of the Construction Loan, is required to comply with the following financial covenants:

Guarantor shall maintain a minimum net

worth, net of contingent liabilities, of

$500,000,000;

Guarantor shall not incur unsecured debt in

excess of $35,000,000;

Guarantor shall maintain unencumbered

liquidity of at least $35,000,000 of which a

minimum $15,000,000 shall be held directly

by the Guarantor and the remaining balance

may be held by an entity in which the

Guarantor maintains at least 60% ownership

interest; and

Guarantor shall provide Lender with semi-

annual performance reporting of

owned/controlled commercial real estate

portfolio reflecting cash flow after debt service

of $15,000,000.

The above financial covenants that will be required of Francis Greenburger are hereinafter referred to as “Guarantor Financial Covenants”.

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TERMS FOR THE PREFERRED EQUITY

Amount: Up to $91,250,000. At the option of the Owner, the Owner shall be entitled to decide the exact amount to be funded as Preferred Equity and in connection therewith may reduce such total amount.

Offering Period: The offering shall continue until subscriptions are sold and

funded for the total amount of the Preferred Invested Capital. Minimum Investment Amount: $250,000 or such lesser amount as agreed to by the Manager

in its sole discretion. Investment by Affiliates

of the Manager: Affiliates of the Manager have agreed to provide at least $5,000,000 of the total Preferred Invested Capital raised from this Offering. Such affiliates shall fund $1 for each $3 funded by the Preferred Equity Investors until the entire $5,000,000 is funded. This would occur when $15,000,000 is funded by the Preferred Equity Investors.

Membership Interests: Preferred Equity Investors will become a member in 1000

South Michigan Preferred LLC (the “Class A Company”). The Class A Company will be the Preferred Equity Member or Class A Member in the Owner (1000 South Michigan Equities LLC). Time Equities, Inc. (which is owned by Francis Greenburger) will be the manager of the Class A Company. As part of the Amended and Restated Operating Agreement for the Owner, the existing members will become the Class B or Sponsor Members in the Owner (1000 S Michigan JK Oak LLC and 1000 South Michigan TEI Equities LLC). Distributions to Sponsor Members shall be subordinate to repayment in full of the Preferred Invested Capital and Preferred Return payable to the Class A Company and the Preferred Equity Investors.

Preferred Return to Preferred Equity Investors: 10.5% cumulative annual return, without compounding. The

accrual of the Preferred Return shall start from the date subscriptions are funded.

The Owner shall to provide Minimum Quarterly Payments at 5.25% per annum during the period of construction (“Minimum Quarterly Payments”) to the Class A Company and its Members. The balance of 10.5% Preferred Return or 5.25% per annum will accrue and be payable from cash available for distribution after construction is completed, as provided below. To accomplish this, the Owner may use Preferred Invested Capital to fund such Minimum Quarterly

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Payments. It is estimated that $16,767,188 of the Preferred Invested Capital will be used to fund the Minimum Quarterly Payments over a 48-month period.

After construction is completed, the Owner shall continue to pay the Minimum Quarterly Payments and accrue the balance of the Preferred Return until cash available for distributions, from net sales and/or loan proceeds, rental income, and/or other sources of funds (which may include funds from the Sponsor Members) provides payment of all or part of the remaining accrual of the Preferred Return. Under the Amended and Restated Operating Agreement for the Owner, cash available for distribution shall be paid to the Class A Company, first in the amount of the accrued unpaid Preferred Return (including the Minimum Quarterly Payments) and then to reduce the amount of the Preferred Invested Capital until it is reduced to zero, before any distributions are paid to the Sponsor Members. Any distributions, on a cumulative basis, in excess of the Preferred Return shall be applied to reduce the amount of the Preferred Invested Capital. The Class A Company shall not have any residual interest in the Owner, after both their Preferred Return and Preferred Invested Capital have been paid off in full. The Sponsor Members shall be entitled to all of the remaining distributions after this occurs. To the extent that less than the entire Preferred Invested Capital is funded, or advance payments are needed to fund ongoing development and construction costs to be funded by Preferred Equity prior to actual funding by Preferred Equity Investors (“Ongoing Costs”), then the Owner shall be responsible to fund: i) Ongoing Costs ii) the shortfall as needed to complete the Project so that the aggregate amount funded from the Preferred Equity and the Sponsor Members totals 27.5% of the total Project Costs under the Construction Loan and iii) the balance of the unfunded Preferred Invested Capital for commissions and the Minimum Quarterly Payments, as provided above (such amount to be funded by the Owner shall be referred to as the “Shortfall”). Any such Shortfall, shall, at the option of the Owner, be funded by the Owner: (i) as Preferred Invested Capital to be reimbursed at cost, without any mark-up, through subsequent subscriptions for Preferred Equity from new Investors up to the aggregate amount funded by such new Investors; or (ii) as an increase in the amount of the subordinate invested capital of the Sponsor Members in the Owner. To the extent the Sponsor Members initially funds Ongoing Costs through a Preferred Equity Investment and subsequent

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subscriptions are received for Preferred Equity, then the Sponsor Members shall be entitled to reduce the amount of their Preferred Equity investment by the amount of such subsequent subscriptions. In such case, the Sponsor Members would be paid such subscription payment without any deduction for commissions and the Sponsor Members’ membership interest for Preferred Equity would be reduced by the amount of such subscription payment.

To the extent such Shortfall is funded as Preferred Equity, the Sponsor Members of the Owner who elect to fund such Shortfall as Preferred Equity shall be entitled to their accrued Preferred Return during the period they held such Preferred Equity before any such transfer of their interest to a Preferred Equity Investor. The Preferred Equity Investors shall not have any obligation to fund any such Shortfall. Any such Shortfall, to the extent required, at the option of the Owner, may be funded by a capital call to the Sponsor Members of the Owner, pursuant to the terms of the Operating Agreement for the Owner. In any event, the obligation of the Owner to fund Cost Overruns (as defined below) under the Construction Loan shall not be treated as Preferred Invested Capital. In addition, Francis Greenburger, pursuant to the Completion Guaranty to be executed in favor of the Construction Lender, may also be responsible for any such Cost Overruns. For purposes herein, “Cost Overruns” shall be the amount required to be funded under the Loan Agreement for the Construction Loan, in excess of the contingency amount in the Construction Loan, to bring the Construction Loan “in balance”. In reference to the Construction Loan “being in balance”, this shall occur when the Construction Lender determines that the undisbursed portion of the Construction Loan is sufficient to complete the construction of the Project and to pay for all remaining hard and soft costs. To the extent there are any Cost Overruns in excess of the contingency, then the Construction Loan will not be in balance.

Subscription Payments: When the Class A Manager receives a subscription payment from an Investor, the Class A Manager shall retain such portion of the subscription payment to pay commissions, if applicable, and the Minimum Quarterly Payments for such Preferred Equity Investor. The balance of such subscription payment shall be paid to the Owner as a capital contribution as to its Class A or Preferred Equity membership interest in the Owner. The Class A Manager shall have the right to retain such portion of the subscription payment to cover the anticipated period for which such Minimum Quarterly Payments will be made until the Preferred Equity is paid off in

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full. In any event, the Preferred Equity investment in the Owner shall be for the entire amount of the Preferred Invested Capital without any deduction for the amount of the Preferred Invested Capital retained by the Class A Company to pay commissions and the Minimum Quarterly Payments.

Subordination to the Construction Loan: All distributions to the Class A Company shall be subordinate

to the repayment in full of the Construction Loan. The Owner shall not be entitled to any net proceeds from the sale of condominium units and/or garage spaces until the Construction Loan is paid off in full. Under the terms of the Construction Loan, except as funded under the Land Loan, the Owner’s equity portion of the total Project Costs (including the Preferred Equity) must be funded in its entirety before the first advance for construction related costs is funded under the Construction Loan. The Construction Loan will also fund interest and carrying costs (e.g. real estate taxes and insurance) while the Owner is funding the borrower’s equity portion of total Project costs.

Owner’s Right to Prepay Preferred Invested Capital: The amount of the Preferred Invested Capital and accrued and

unpaid Preferred Return may be prepaid by the Owner at any time without penalty for any such early prepayment. The Class A Company, on behalf of its Members, shall be entitled to their Preferred Return calculated through the date of prepayment as to any early prepayment of all or part of the Preferred Invested Capital and/or Preferred Return.

Term: The Owner shall make distributions to the Class A Company, after payoff of the Construction Loan, to pay any accrued and unpaid Preferred Return and the entire amount of the Invested Capital on or before December 31, 2025. The source of funding for repayment shall be from net sales proceeds, net loan proceeds from inventory loan(s) for unsold units and/or from other sources, which could include, at the option of the Owner, capital contributions from the Sponsor Members.

The Class A Company shall retain such portion of the subscription payments deemed appropriate by the Class A Manager to pay to Investors their Minimum Quarterly Payments based on its estimated time period for the pay off in full Preferred Invested Capital and accrued and unpaid Preferred Return. Any such Minimum Quarterly Payments paid by the Class A Company to the Investors shall be applied to the Preferred Return to be made by the Owner to the Class A Company.

Partial Guaranty by Francis Greenburger: Francis Greenburger shall guaranty repayment, by no later

than December 31, 2025 (the “Due Date”), to the Class A Company, for the benefit of its Members, the amount equal to

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15% of the Preferred Invested Capital raised, which, if the entire Preferred Invested Capital of $91,250,000 is raised, then such guaranteed amount would be $13,687,500 (such guaranteed amount, based on 15% of the amount raised is the “Guaranteed Amount”). Any payments made prior to the Due Date, that reduces the Preferred Invested Capital shall be applied, dollar for dollar, to reduce the Guaranteed Amount due, if any, on the Due Date. Such Guaranteed Amount shall not be reduced to the extent Senior Preferred Equity replaces in part and/or reduced the amount of Preferred Invested Capital to be funded by the Class A Company to the Owner. For example, if the Owner obtains Senior Preferred Equity in the amount of $20,000,000 thereby reducing the Preferred Invested Capital funded by the Class A Company to the Owner to $71,250,000, then the Guaranteed Amount of $13,687,500 shall remain the same and the percentage guaranteed shall in effect be increased to 19.21% of the total amount of the Preferred Invested Capital.

Francis Greenburger’s, net worth, as set forth in his financial statement prepared for and submitted to banks and other lending institutions making loans to affiliates of Time Equities, Inc. and Francis Greenburger, as of December 31, 2018 was $1,018,034,852. Such statement of net worth was prepared on a compilation basis by Malgorzata A. Cruzatte, CPA. The Class A Manager represents and warrants to the Preferred Equity Investors that, as of date of this Memorandum, there has not been any material adverse change in the financial condition of Francis Greenburger from that contained in this financial statement of net worth. A Preferred Equity Investor, upon written request, shall be entitled to review Francis Greenburger’s Financial Statement of Net Worth. Francis Greenburger, as part of his Guarantor Financial Covenant, is required to maintain a net worth of at least $500,000,000 with unencumbered liquid assets of at least $35,000,000. See section pertaining to Construction Loan Terms as to more details as to the Guarantor Financial Covenants to be maintained by Francis Greenburger during the term of the Construction Loan. Without providing any further guaranty to Investors, the net worth and Financial Covenants of Francis Greenburger is included in this Memorandum to demonstrate Francis Greenburger’s current ability to pay the Guaranteed Amount, if any, that may be due and owing on the Due Date.

Distributions to Preferred Equity Investors: Distributions of the Minimum Quarterly Payments, the

balance of the Preferred Return and the repayment of the Unreturned Preferred Invested Capital, received by the Class A Company from the Owner, shall be paid by the Class A Company to the Investors or members of the Class A Company

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on a prorata basis in accordance with their respective membership interests. The membership interest of each Investor shall be based on ratio of an Investor’s capital contributions to the total capital contributions made by all of the Investors. Such distributions shall be made on a quarterly basis as determined by the Class A Manager.

Broker Dealer/ Commissions: Time Equities Securities LLC (“TES”) shall be the managing

broker dealer for this Offering and will be paid commissions equal to 4% of the amount of Preferred Invested Capital funded, other than from Affiliates of the Managers and/or the Sponsor Members. TES shall share such portion of the commissions, as decided by TES, in its sole discretion, with other broker dealers, whose clients subscribe to purchase a portion of the Preferred Equity (based on the amount of such subscriptions). No commission shall be paid for up to the $5,000,000 of Preferred Invested Capital to be funded by affiliates of the Manager and/or any Preferred Equity funded by the Sponsor Members.

Potential for Senior Preferred Equity: To the extent, the full amount of the Invested Capital is not

raised and/or the Manager desires to create a Senior Preferred Equity position, the Manager may create a Senior Preferred Equity position in the capital stack. The Preferred Equity shall be subordinated to the Senior Preferred Equity. In any event, the amount of the Senior Preferred Equity and the Preferred Equity shall not exceed 15% of the total Project Costs under the Construction Loan. The Senior Preferred Equity investor(s) would be admitted to the Owner as a Senior Preferred Equity Member.

The terms for repayment for any Senior Preferred Equity may be different than those contained herein for the Preferred Equity, including a higher senior preferred rate of return. Except as to the Minimum Quarterly Payments, under the Amended and Restated Operating Agreement for the Owner the Senior Preferred Investor would be entitled to repayment of their Senior Preferred Return and return of their entire senior preferred invested capital before any distributions would be paid to the Class A Company and the Preferred Equity Investors.

To the extent there is Senior Preferred Equity, there are

certain special risks that may occur, other than the subordination of the Preferred Equity, that could materially negatively impact the Preferred Equity Investors, consisting of: (i) the potential ability of the Senior Preferred Equity Investor to take over the management of the Owner if a

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changeover event occurs (e.g. if the Senior Preferred Equity is not paid off within a certain period of time, the occurrence of a Construction Loan default, and/or the failure of the Sponsor Members to keep the Construction Loan in balance or fund Cost Overruns) and/or approval rights that may be granted to the Senior Preferred Equity Investors that could result in their exercising such approved rights contrary to the interests of the Preferred Equity Investors. Also, the Owner may have to pay some additional fees to the Senior Preferred Equity Investors, (e.g. commitment and/or asset management fees) that are not currently included in the budget for Project costs.

No Additional Capital Contributions: The Class A Company, as the Class A or Preferred Equity

Member, shall not be required to make an additional capital contribution to the Owner for any increase in the total Project costs, including those for Cost Overruns.

No Special Approval Rights: The Class A Company, as the Preferred Equity Investor, shall

not have any special approval rights as to the completion of construction, the terms for any financing for the Property, the sale and/or leasing of condominium units and/or garage spaces and/or the operation of Property and/or the unsold units after construction is completed.

Tax Treatment: Other than interest payments for payment of the Preferred

Return (to be treated as an expense of the Owner), all profits and losses of the Owner (including depreciation) shall be allocated to the Sponsor Members.

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Construction Manager for the Project The Company has entered into a Construction Management Agreement with James McHugh Construction Company (“McHugh”). McHugh is one of the largest contractors in Chicago. Under the Construction Management Agreement (“CM Agreement”), McHugh agreed to construct and complete the Project in accordance with the construction documents and to provide construction management services for the Project, as set forth in the CM Agreement. The following are the provisions contained in the CM Agreement relating to the fees to be paid to the Construction Manager and the Construction Manager’s warranty as to the work for the construction of the Project (the “Work”). Under the CM Agreement, as to the preconstruction phase services, through the commencement of construction, Construction Manager shall be paid a monthly amount of $28,000, commencing July 1, 2019 and ending December 1, 2019. In the event the preconstruction phase continues beyond March 31, 2020, the Construction Manager shall be paid an additional $28,000 per month (or portion thereof) commencing April 1, 2020 and ending on the date of the commencement of the Work (the “Preconstruction Fee”). In addition to the Preconstruction Fee, the Construction Manager shall be paid for (a) the cost of consultants retained by Construction Manager and approved in writing by Owner and (b) the performance of certain “Early Start Work”, performed prior to the execution of the Guaranteed Maximum Price Amendment as identified by Construction Manager and approved by Owner during the Preconstruction Phase, in an amount equal to the sum of (a) the agreed value of the subcontract costs, based on accepted or selected bids in accordance with the bidding procedures set forth in the CM Agreement (“Bidding Procedures”) and as approved in writing by Owner; (b) a fee of 2.35% of the cost of the Early Start Work, and (c) the actual Construction Manager’s insurance costs and general conditions costs. The amount paid for the Early Start Work shall be included the Guaranteed Maximum Price for the Work (“GMP”). For Construction Phase Services, subject to the GMP Amendment, the Construction Manager shall be paid an amount equal to the sum of (a) the agreed value of the subcontract costs, based on accepted or selected bids in accordance with the Bidding Procedures and as approved by the Owner; (b) Construction Manager’s general conditions costs subject to a lump sum amount determined at the time of the GMP Amendment (the “GC Lump Sum”) and billed in equal monthly installments based on the Project schedule; (c) general requirements costs subject to a maximum amount set forth in the GMP Amendment (“GR Cap”); (d) Construction Manager’s Fee, calculated at the rate of 2.35% of the cost of the Work (exclusive of unused Contingency); and (e) Construction Manager’s insurance costs at the rate of .36% of subcontract costs and General Conditions/General Requirements Costs; and (f) Subcontractor default insurance (“SDI”) costs at the rate of 1.2% of subcontract costs. The foregoing items (a) through (f) shall constitute the “GMP”. On or prior to December 9, 2019, provided the design development documents are 100% complete and 60% of the subcontract costs have been bought, Construction Manager shall provide Owner with a GMP proposal (“GMP Proposal”). The balance of the subcontract costs will be agreed upon by Owner and Construction Manager and included as leveled bids in the GMP Proposal. The parties shall endeavor to cause the GMP Amendment to be executed by December 30, 2019.

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The Owner shall provide the Construction Manager with 100% of construction documents by March 31, 2020 and Construction Manager shall complete ninety-five percent (95%) of the subcontractor buyouts by December 31, 2020. The Construction Manager and Owner shall select subcontractors that shall provide labor, equipment and materials related to completion of the Work. As the buyout process is completed, the GMP shall be revised and the actual cost associated with the subcontract line items in the GMP shall be incorporated into a revised GMP Amendment. The Owner may elect to reduce the GMP based upon the actual cost associated with the subcontracts awarded for the Work. At the time Owner elects to reduce the GMP, the net savings between the estimated costs of individual trade line items, as reflected in the original GMP Amendment and the actual cost associated with the subcontract then awarded, shall be determined (“Subcontract Savings”). The Subcontract Savings shall be included as part of the Contingency (as defined below). Any buyouts in excess of the GMP values shall be paid from the Contingency, to the extent available. The GMP shall include a contingency line item (hereinafter the “Contingency”) in an amount of 1.5% of the estimated subcontract costs and fixed in the GMP Amendment. Subject to Owner’s approval (which shall not be unreasonably withheld), the Contingency shall be available for Construction Manager’s exclusive use at any time, including at the time of final payment, for reimbursement of the following costs and expenses: (a) that are not the basis of a change order; (b) reasonably incurred by Construction Manager in performing the Work; (c) of a type that are and not otherwise reimbursable under the CM Agreement as a cost of the Work; (d) Work items inadvertently omitted during the estimating and bidding process that were reasonably inferable from the Contract Documents; (e) schedule recovery costs associated with weather and other causes of delay that are not otherwise compensable; (f) cost increases due to unanticipated local labor and material market conditions; (g) interfacing omissions between and from the various categories of work; (h) additional costs incurred due to the withdrawal or disqualification of a subcontractor bid forming the basis for the GMP with respect to such subcontractor prior to execution of a written subcontract; (i) additional costs incurred as a result of the default of a subcontractor, provided Construction Manager first seeks recovery from SDI (provided that if SDI was required and was not obtained, Construction Manager shall not be entitled to use any portion of the Contingency to pay such costs; and (j) costs incurred as a result of the completion of 100% of the construction documents after the GMP proposal. Markups for Construction Management fee, Construction Manager’s insurance costs and SDI Costs, if any, shall be paid from the Contingency.

No sums may be charged to the Contingency for excess general conditions costs, which are part of the GC Lump Sum, or other subcontract costs fixed in the GMP Amendment. Not more than $200,000 may be charged to the Contingency for general requirements costs in excess the GR Cap, without Owner’s approval, which approval shall not be unreasonably withheld.

Fifty percent (50%) of any funds remaining in the Contingency, as of final completion, shall be retained by Owner and fifty percent (50%) shall be paid to Construction Manager.

It is anticipated that Owner will require value engineering for certain finish trades after the establishment of the GMP. To the extent value engineering is conducted more than three (3) times in one area of the Project or any items are repriced or resolicited for bid more than three (3) times, Construction Manager shall be entitled to add reasonable staff and the GMP and General Conditions will be increased to pay for such reasonable additional staff.

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Under the CM Agreement, the Construction Manager warranted and agreed to guaranty, and cause the subcontractors to warrant and guaranty, all work performed and materials and equipment furnished under CM Agreement against defects in materials and workmanship for a period of one (1) year from substantial completion as to Owner and the 1000M Condominium Association. Purchasers acquiring their Units within six (6) months after substantial completion shall have this warranty for a period of one (1) year after the closing for their unit. All warranty and repair obligations owed by any subcontractor to Construction Manager shall also be deemed to be owed to the Owner. Owner’s Representative The Company entered into a contract with Daccord to act as the Owner’s representative as to the completion of the construction of the Project. Under this agreement with Daccord, Daccord will be paid a fixed fee for project management services of $1,578,000, which will be billed on a monthly basis at $35,000 per month during predevelopment and $38,000 per month during construction. The attached Project Budget estimates the total payments to Daccord at $1,578,000. In the event the Project extends more than 30 days past the 42 month service duration through no fault of Daccord, Daccord will be compensated at the same $38,000 per month for any extension. In the Financial Forecast, it is not assumed that there will not be any such extension where Daccord will be paid any extension payment, but there is no guaranty of such result.

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Financial Forecasts/Business Plan The Financial Forecasts for the Project presents two alternative potential strategies or business plans for the Project. As reflected in the Opinion of Pricing and Absorption, @Properties projects that by the time 1000M completes construction at the end of 2022, 65% (approximately 293 of the 450) of the units and 30% or 129 garage spaces will have been sold. This level of absorption is based on a projected average of 5 sales per month for 5 years (2 years in advance of construction and 3 years of construction). This level of sales is consistent with the 1000M presales to date. The first Scenario, consistent with the @Properties absorption projections, reflects 65% of the units being sold upon the completion of construction. The second scenario reflects a more conservative scenario, where only 45% of the units. In both Scenarios, it is projected that 30% of the garage spaces will be sold. In both Scenarios, the balance of the unsold units and garage spaces are projected to be leased up and an inventory first mortgage loan is projected to be obtained for these unsold units. The Financial Forecast projects there is sufficient net sales and/or loan proceeds to pay off the Preferred Equity in full with 48 months. Affiliates of Time Equities successfully employed the strategy of leasing the balance of the unsold units and obtaining inventory loans for the recently built tower project at 50 West Street in lower Manhattan, New York. This inventory loan strategy was also recently utilized for the historic renovation and condominium conversion project at 34 Prince Street in Manhattan. Terms for the Purchase Agreements Currently, as of October 15, 2019, Purchase Agreements have been entered into for 95 units for an aggregate sale price of $86,829,082. The Financial Forecast projects new contracts will be executed at an average of 5 per month. Purchasers under the existing Purchase Agreements have so far funded deposits in the amount of 5% of the purchase price for the respective units. Each of the existing purchasers, under their Purchase Agreement, are required to fund an additional deposit of 5% of their purchase price. This can be requested at any time by the Owner. At this point, the Owner has delayed such request for the additional deposits and will probably hold off such request until construction of the Project commences. The following is the current breakdown as of the existing units under contract for the three different building types or collections:

Under Section 22 of the Illinois Condominium Property Act (“Section 22”), in connection with each Purchase Agreement to purchase a unit, the Owner is required to deliver to each purchaser prior to signing their Purchase Agreement the following: (i) the Condominium Declaration; (ii) the bylaws of the 1000M Condominium Association; (iii) the projected

Floors # Sold Total SF Sold Net Sale Avg $/Unit Avg $/SF Avg. SF % Sold Max $/SF Min $/SF

3-40: Signature Base 54 83,556 59,420,200 1,100,374 711 1,547 25% 988 473

41-47: Int.'l Collection 37 15,851 16,133,882 436,051 1,018 428 28% 1,326 822

48-71: Signature Tower 4 11,370 11,275,000 2,818,750 992 2,843 4% 1,019 979

95 110,777 86,829,082 913,990 784 1,166 21%

SOLD UNITS SNAP SHOT

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operating budget for the 1000M Condominium’s Association, which shows the estimated monthly assessment for common charges; and (iv) a floor plan for the unit and its street address. The Owner has provided these four items to each of the existing purchasers. Section 22 further provides that after a Purchase Agreement has been entered into no change or amendments may be made in any of the items furnished to a purchaser which would materially affect the rights of the purchasers or the value of the units without obtaining the approval of at least 75% of the purchasers then owning an interest in the condominium. Each of the Purchase Agreements for the existing units states that the Owner reserves the right to make changes to the Condominium Documents permitted by law, subject to the provisions of Section 22 of the Act. Each purchaser acknowledged and agreed in their Purchase Agreement that: (a) changes in percentage ownership in the Common Elements, (b) changes in the Condominium Documents to enable unit purchasers to qualify for loans to be made, insured, guaranteed or purchased by the Owner or any governmental authority or quasi-governmental authority, and (c) changes to the Condominium Documents that do not materially adversely affect the use of the Property as a residential condominium shall not be deemed to constitute material changes that require the approval of 75% of the purchasers under Section 22 of the Act. In the Purchase Agreements, each purchaser acknowledged and agreed that the plans for the Building and their residential unit may be revised from time to time and that the Owner does not make any representation or warranty as to the final number, configuration, nature, size or location of residential units and other amenities associated with the Building. Each purchaser further acknowledged that the Owner shall have sole discretion in making modification to the overall construction of the Building. In addition, certain of the existing Purchase Agreements contain a rider providing for the following restrictions:

# of Units

Existing Restrictions in Riders to Purchase Agreements

14 Shall not reduce/modify the square footage of their Unit or modify the Floor Plan by greater than between 5-10%

8 Shall not modify the Declaration to further restrict leasing of units 5 Owner shall deliver the Unit in substantial accordance with the

amenities and technical specifications 3 Owner shall notify the purchaser of increases in regular monthly

assessments Under the existing Purchase Agreements, the Owner is required to commence construction of the Building by December 31, 2019. If this does not occur then each existing purchaser shall have a one-time right to terminate their Purchase Agreement and receive a refund of their deposit, provided such right of termination is exercised by no later than January 31, 2020. If a purchaser does not timely deliver such notice of termination to the Owner, then each such applicable purchaser shall be deemed to waive any right to terminate their Purchase Agreement. The Owner plans to begin the foundation work in December 2019 so none of the existing purchasers can claim such right of termination. In order to commence such foundation work, the Owner still needs to obtain a foundation permit, which is projected to happen in November/December 2019.

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The closings under each Purchase Agreement shall take place on a date designated by the Owner to a purchaser on not less than 14 days’ notice, when their unit is substantially completed in accordance with the plans for their unit. “Substantial Completion” shall occur when all appliances and necessary systems in the unit are installed and operational, all cabinetry and counter tops in the unit are installed, all floor coverings in the unit are installed and interior painting in the unit is complete, notwithstanding that a portion of the Building has not yet been completed. In addition, in order to close on a unit, the Owner will have to obtain the temporary certificate of occupancy for such unit. In the Financial Forecast, the first group of temporary certificates of occupancy are projected to occur in July 2022. Closings are projected to occur at the rate of 25 per month for a period of a year. At the closing, the Owner shall pay the amount of the state and county transfer taxes, attributable to sellers by statute or ordinance, title insurance for the owner’s title insurance policy and recording fees for the release of the lien of the Construction Loan mortgage. Based on the average sales price of $1,312,000, the Owner would have to pay transfer taxes in the amount of $5,904 and $3,280 for the purchaser’s owner’s title insurance policy. The purchaser shall pay the amount of the other transfer taxes attributable to purchasers by statute or ordinance, recording fees for the deed and their acquisition mortgage, if any, and the premium for lender’s title insurance policy, if applicable. In addition, each purchaser is required to pay the 1000M Condominium Association an amount equal to 2 times the monthly assessment for their unit for its reserve fund. Under the terms of the Purchase Agreement, the Owner at closing, will provide a purchaser with a limited warranty against latent defects in their residential unit arising out of faulty workmanship or materials for a period of one (1) year after the closing. In addition, the Owner will also provide a limited warranty to the 1000M Condominium against latent defects in the Common Elements arising out of faulty workmanship or material for a period of one (1) year from the date on which the Common Elements are substantially completed in accordance with the plans and specifications for the Building. The Architect shall provide such certificate of substantial completion upon the occurrence of same to the 1000M Condominium Association.

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Financial Scenario #1: 65% Sell Out at Construction Completion This Scenario envisions selling 65% of the condo units (including the approximately 21% of the units that are already sold) and 30% of the garage spaces through construction completion (end of 2022). The condos are projected to be sold at an average of $900/SF and parking space at $50,000/space, for total net revenue of $370,699,500 (after deducting closing costs and commissions, based on 5% of the aggregate purchase price for such Units and garage spaces).

This projected sales rate, to create 293 unit sales upon completion of construction, is generally consistent with the @Properties opinion of absorption. The balance of the units are then projected to be rented up in the year following construction completion at an average of $4.64/SF per month. The Owner projects obtaining an Inventory Loan, secured by these unsold units, in the amount of $142,908,993. The Financial Forecast under Scenario #1 projects that within 48 months of the first Preferred Equity funding that there is sufficient sources of cash to pay off in full the entire Preferred Equity, including the Preferred Return, but there is no guaranty as to such result.

Total $/Sellable SFNet Sales Proceeds* $370,699,500 $869.37

Net Inventory Loan Proceeds** $140,765,358 $613.09

Total Cash Available $511,464,858 $779.67

Const. Loan Amt: $343,096,113 $523.01

Pref. Eq. Principal & Current Int. $91,250,000 $139.10

Pref. Eq. Balance/Accrual*** $16,767,188 $25.56

Total Pref. Eq. Basis $451,113,300 $687.67

Excess Cash After Pref. Eq. Payoff $60,351,557 $92.00

***Illustrative purpose only. Assumes 100% of Pref Equity is oustanding

for 4 years.

Cash Avail. To Payoff Preferred Equity w/i 48 Months

Scenario 1: 65% Condo Sales/35% Rental

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Under Scenario #1, there is projected to be surplus net loan proceeds of approximately $60,351,557 beyond the amount to pay off the Preferred Invested Capital (including the accrued and unpaid Preferred Return).

Financial Scenario #2: 45% Sell Out at Construction Completion This Scenario envisions selling 45% of the condo units (including approximately 21% that are already sold) and 30% of the garage spaces through construction completion (end of 2022). The condos are projected to be sold at an average of $900/SF and parking at $50,000/space, for total net revenue of $258,523,500 (after deducting closing costs and commissions, based on 5% of the aggregate purchase price for such Units and garage spaces). The balance of the unsold units are then projected to be rented up in the year following construction completion at an average of $4.64/SF per month. An Inventory Loan is projected to be obtained, secured by the unsold units, in the amount of $224,571,274. Within 48 months of the first Preferred Equity Funding it is projected that there will be sufficient sources of cash to pay off the Construction Loan and the entire amount of the Preferred Invested Capital (including the Preferred Return). Obviously, in this case, the net sales proceeds are lower, but the Inventory Loan proceeds are higher and it is projected (although not guaranteed) that there is still sufficient net loan proceeds to pay off the Preferred Equity in full.

Avg Unit Size 1,458 Avg. Unit Size 1,458

Avg. Sales $/SF $900 % Leased 35%

Avg. Units Price $1,312,000 # of Units Leased 158

Avg. Parking Space Price $50,000 Total SF Leased 229,600

% of Condo Units Sold 65%

# of Condo Units Sold 293 Avg. Rent $/SF/Mo. $4.64

% of Parking Spaces Sold 30% Avg. Rent $/SF/Yr. $55.68

# of Parking Spaces Sold 129 Avg Op. Ex/SF/Yr $4.37

Condo Sales Rev. $383,760,000 Avg. Common Charges/SF/Yr $7.93

Parking Sales Rev. $6,450,000 Avg RE Taxes/SF/Yr. $8.00

Closing Costs (5%) ($19,510,500) Avg. NOI/SF $35.38

Net Sales Proceeds* $370,699,500 Vacancy (5%) ($1.77)

Total NOI $7,717,086

Avg. Condo Sales Price/SF $1,050 Interest Rate 4.50%

Value of Leased Condo Units $241,080,000 Interest Only Debt Service $6,430,905

Value of Unsold Parking $15,050,000 Debt Service Cov. Ratio 1.2

Total Unsold Value $256,130,000 Total Inventory Loan $142,908,993

Inven. Loan on Unsold Value $142,908,993 Loan Closing Costs (1.5%) ($2,143,635)

Inven. Loan to Unsold Value 55.80% Net Inventory Loan Proceeds** $140,765,358

Est. Value of Leased/Unsold Inventory

1000M 65% Sales/Closing w/i 48 Months 1000M 35% Leased-Up/Inv. Loan w/i 48 Mos.

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Under Scenario #2, there is projected to be a surplus net loan proceeds of approximately $28,612,905, beyond the amount to pay off the Preferred Invested Capital (including the accrued and unpaid Preferred Return. In either of the two scenarios, the amount of the Inventory Loan is solely based on the remaining unsold condo units, without any consideration for th e potential rent to be derived from the garage spaces and the 950 sf ground floor commercial space.

Total $/Sellable SFNet Sales Proceeds* $258,523,500 $875.76

Net Inventory Loan Proceeds** $221,202,705 $613.09

Total Cash Available $479,726,205 $731.29

Const. Loan Amt: $343,096,113 $523.01

Pref. Eq. Principal & Current Int. $91,250,000 $139.10

Pref. Eq. Balance/Accrual*** $16,767,188 $25.56

Total Pref. Eq. Basis $451,113,300 $687.67

Excess Cash After Pref. Eq. Payoff $28,612,905 $43.62

***Illustrative purpose only. Assumes 100% of Pref Equity is oustanding

for 4 years.

Cash Avail. To Payoff Preferred Equity w/i 48 Months

Scenario 2: 45% Condo Sales/55% Rental

Avg Unit Size 1,458 Avg. Unit Size 1,458

Avg. Sales $/SF $900 % Leased 55%

Avg. Unit Price $1,312,000 # of Units Leased 248

Avg. Parking Space Price $50,000 Total SF Leased 360,800

% of Condo Units Sold 45%

# of Units Sold 203 Avg. Rent $/SF/Mo. $4.64

% of Parking Spaces Sold 30% Avg. Rent $/SF/Yr. $55.68

# of Parking Spaces Sold 129 Avg Op. Ex/SF/Yr $4.37

Condo Sales Rev. $265,680,000 Avg. Common Charges/SF/Yr $7.93

Parking Sales Rev. $6,450,000 Avg RE Taxes/SF/Yr. $8.00

Closing Costs (5%) ($13,606,500) Avg. NOI/SF $35.38

Net Sales Proceeds* $258,523,500 Vacancy (5%) ($1.77)

Total NOI $12,126,849

Avg. Condo Sales Price/SF $1,050 Interest Rate 4.50%

Value of Leased Condo Units $378,840,000 Interest Only Debt Service $10,105,707

Value of Unsold Parking $15,050,000 Debt Service Cov. Ratio 1.2

Total Unsold Value $393,890,000 Total Inventory Loan $224,571,274

Inven. Loan on Unsold Value $224,571,274 Loan Closing Costs (1.5%) ($3,368,569)

Inven. Loan to Unsold Value 57.01% Net Inventory Loan Proceeds** $221,202,705

Est. Value of Leased/Unsold Inventory

1000M 45% Sales/Closing w/i 48 Months 1000M 55% Leased-Up/Inv. Loan w/i 48 Mos.

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Additional Assumptions Utilized under both Scenarios Unit Closings

First tranch of TCOs occurs in month 32

Closing takes place at rate of 25 units per month starting in month 32 for 12 months

under Scenario 1 and for 8 months under Scenario 2

Lease Up

Lease up commencement in month 37

Leases per month - 13

Total lease up period - 12 months

The Financial Forecast under both the Sales Scenario and the Inventory Loan are provided only for the purpose of illustrating how the Project might perform provided all the assumptions are realized. There is no assurance that the assumptions utilized in these Financial Forecasts are accurate and it is likely that the actual results will vary greatly (better or worse) from the projections. THERE IS NO GUARANTY THAT THIS INVESTMENT WILL GENERATE THE ABOVE RETURNS FOR THE PREFERRED EQUITY OR RESULT IN PROJECTED PAYOFF OF THE PREFERRED INVESTED CAPITAL AND THE ACCRUED AND UNPAID PREFERRED RETURN. THERE IS NO GUARANTY THAT THE PREFERRED EQUITY WILL BE PAID OFF IN FULL WITHIN THE 48 MONTH TIME PERIOD SET FORTH IN THE FINANCIAL FORECAST UNDER BOTH SCENARIOS.

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Comparison to the Appraisal

The following is a comparison between the 65% sell out in Scenario #1 and the sales and rental projections used by CBRE in the Appraisal. Under the Appraisal, CBRE projected there will be 300 contracts to purchase units upon completion of construction. This constitutes 66.67% of the Units. CBRE estimates an average selling price of $1,354,413 based on $928 per sf. This equates to a total sales volume of $406,323,900 upon completion of construction. CBRE utilized selling costs of 4% of the purchase price. Under the Financial Forecast under Scenario #1 (based on a 65% projected unit sales upon completion of construction) it is estimated that 293 units will be sold at an average price of $1,312,000 (based on $900 per sf). This results in a projected sales volume of $383,760,000. In this Financial Forecast, closing costs are estimated at 5% of the sales price.

The $928 per sf used in the appraisal to calculate the total sell out is a blended rate since it includes both the rate for their projected initial sales of 300 Units upon completion of construction and the rate for the remaining sales of 250 Units they project to occur over a 27 month period after construction is completed. For the purposes of comparison in the Financial Forecast, the rate for its projected initial sales of 293 Units is $900 per sf and the projected rate for the remaining Units (if the Owner was to sell them instead of leasing such Units) is $1,050 per sf for a blending estimated rate of approximate $952 per sf.

For the most part, Scenario #1 and the Appraisal assume the same sales volume of 5 units per month during construction. CBRE stated in the Appraisal that typically once the building is

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completed, the pace of sales will increase as many buyers wait on the sidelines until the Project nears completion. This especially applies to the buyers of the higher priced larger units on the upper floors in the Signature Tower (floors 48-71), whose price per square foot is greater than those on the lower floors. In the bulk sales approach in the Appraisal, CBRE estimated it would take an additional 27 months to sell out the remaining inventory of 150 Units at the pace of 5.5 units per month.

In the Appraisal, CBRE used the same average price of $50,000 per parking space as used in the Financial Forecast. In the Appraisal, CBRE indicated that the average occupancy rate for rentals in the submarket of the Property is 94.6%. CBRE estimates the average rental rate of $4.82 per square foot per month, which is based on the current rent of $4.37 per square foot per month increased at 2% per annum for 5 years. In the Financial Forecast, the average rental rate is $4.64 per square foot per month.

COMPARISON CHART

Scenario #1 in the Financial Forecast

Appraisal

Estimated number of unit sales upon completion of construction

293 300

Percentage of unit sales upon completion of construction

65% 66.67%

Projected average unit price $1,312,000 $1,354,413

Projected average price per sq ft

$900/sf (the rate for initial sales of 300 units)

$928/sf (blended rate for initial sales of 300 units and sell out of the remaining 250 units)

Projected total sales revenue for Units upon completion of construction (exclusive of parking spaces and commercial unit)

$383,760,000 $406,323,900

Estimated average price per parking space

$50,000 $50,000

Estimated closing costs 5% of the purchase price 4% of the purchase price

Projected average rent per unit

$4.64 per sq ft per month $4.82 per sq ft per month

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Fees to Affiliates of the Class A Manager

Affiliates of the Class A Manager will receive compensation and fees for services rendered to the Owner as set forth below. The determination of the type and amount of the compensation to be received by Affiliates of the Class A Manager was not the result of arm’s-length negotiations. The fees listed below contain fees that will be paid to TEI and TES, both Affiliates of the Class A Manager. Also, fees will be paid to JK Equities LLC (“JK”), an affiliate of one of the Sponsor Members. All of the fees below will be paid by the Owner. Type of Payment Estimated Amount of Payment

Offering Stage Equity Syndication Fee: Time Equities Securities LLC (“TES”) will

receive a placement fee of 4% of the subscription payments received by third party investors under this offering, pursuant to the Private Placement Memorandum, for acting as the placement agent for the offering under this Memorandum. The estimated amount of this placement fee is $3,500,000. TES shall share

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such portion of the commissions as decided by TES, in its sole discretion, with other broker dealers, whose clients subscribe to purchase a portion of the Preferred Equity (based on the amount of such subscriptions). No commissions shall be paid for up to the $5,000,000 of the Preferred Invested Capital to be funded by affiliates of the Managers and/or any Preferred Equity funded by the Sponsor Members.

Legal Fees: The attorneys, that are part of the legal

department of TEI, will be paid legal fees for the syndication of the offering, including the preparation of the Private Placement Memorandum, subscription and operating agreement and the preparation and submission of the SEC and state filings in the estimated amount of $50,000. It is estimated that, in addition, the Owner will pay the attorneys that are part of the legal department of Time Equities, Inc., legal fees for representing the Owner in connection with the land, construction and inventory financings, the sale of the units, the lease up of the retail space or other legal matters pertaining to the Property.

Construction Phase Mortgage Brokerage Fee for the Construction Loan TEI will receive a mortgage brokerage fee in

the estimated amount of $603,870 for the Land and Construction Loans.

Development Fees TEI and JK will receive a development fee

equal to 3% of the hard and soft costs for the Project, other than for the value of land and the financing costs (including interest on the Construction Loan). Such development fee shall be included as part of soft costs to be funded under the Construction Loan, and, subject to the approval of the Construction Lender, to be paid in the amount of 1/3 of such fee upon closing of the Construction Loan and the balance monthly over a thirty (30) month period from commencement of construction. Such monthly payments shall track closely to or be consistent with the percentage of completion. TEI and JK shall split such

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development fee as follows: TEI 66% and JK 34%. The estimated aggregate amount for such development fees is $12,337,717.

Guaranty Fee: A guaranty fee in the amount of $12,500,000

shall be paid to Francis Greenburger in connection with the following guarantees provided under the Construction Loan: (i) principal payment guaranty as to 75% of the amount of the Construction Loan; (ii) interest guaranty as to the interest due and owing under the Construction Loan (to the extent not funded under the Interest Reserve); and (iii) the lien free completion of construction of the Project in compliance with applicable laws and the plans and specifications approved by the Construction Lender. Such Guaranty Fee shall not be paid until the Construction Loan and the Preferred Equity have both been paid off in full. In essence, such Guaranty Fee shall be paid by the Sponsor Members. Such Guaranty Fee shall be paid, from cash available for distribution to the Sponsor Members, after the Preferred Equity has been paid off in full.

Operational & Sales Stage

Asset Management Fees: TEI and JK will receive an annual asset

management fee for providing overall management services for Property in the amount of 1% of the gross income generated from the unsold units, to be paid on a monthly basis commencing when unsold units are 80% leased. Such fee shall be split 75% to TEI and 25% to JK. It is estimated that such asset management fee shall be paid after the Preferred Equity has been paid off in full.

Sales Commissions: TEI (or third party brokers) shall receive a

brokerage commission as to the sale of residential condominium units and garage spaces in the estimated amount of up to 4% of the purchase price for a unit.

Leasing Commissions for Retail Space: TEI and/or JK, (or third party leasing brokers),

may receive leasing commissions for the lease of the retail space at the Property based on the usual and customary fees paid to an unrelated

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third party leasing broker for a similar type of property and lease.

Construction Management Fees For Tenant Improvements for the Retail Space: TEI and/or JK will receive a Construction

Management Fee equal to 5% of any amount (including related professional services) for tenant improvements completed with respect to the lease of the retail space. In the event that a tenant completes its own tenant improvements, the Construction Management Fee will be 2% of the amount expended for such tenant improvements. To the extent applicable, such fee will be paid after the Preferred Equity has been paid off in full.

Accounting Fees: TEI may receive accounting fees to prepare

financial statements, prepare accounting reports and tax returns for the Property and to provide K-1s to the Members of the Company, based on the usual and customary fees paid to an unrelated third party accounting firm rendering similar services.

Other Fees: TEI and/or JK may provide services to the

Owner and/or Class A Company that would otherwise be provided by a third party vendor and will receive compensation based on market rates for such services

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Chicago Condo Market Overview Since 2010, the market for new-construction condominiums in downtown Chicago has been defined by delivery, inventory and absorption levels that are dramatically below the historic trend. Over the past 20 years, from 1999 to 2018, developers delivered an average of 1,443 units per year in the downtown core. However, the trailing 10-year average drops to just 438 units, and the trailing 5-year average is just 121 units. The decline in new construction condo deliveries has resulted in an equally dramatic drop in inventory levels and, as a result, sales/absorption. However, this drop in condo activity appears not have resulted in a corresponding drop in real demand for living in downtown Chicago. As reflected elsewhere in this Memorandum, just to the contrary, demand for Chicago appears to be at historic highs by various metrics. The unsold new-construction condo inventory peaked at over 8,000 units in 2008. Meanwhile, Integra Realty Resources (“Integra”) reported that downtown developers held just 879 units in inventory at the end of 1Q2019. The unsold units at 1000M represent approximately 355 units of this 879-unit total. 95% of this 879-unit universe is currently either under construction or in pre-construction (not available for move in). In order to determine just how low new condo inventory is in downtown Chicago, the historic annual closed contracts on downtown developer unit’s statistics, maintained by Integra, were reviewed. The following is information from such statistics reported by Integra. Chicago new construction condo contract absorption volume was between 3,000 and 8,000 units per year from the late 1990s to the mid-2000s. That number dropped precipitously into the 400-500 contract/year range following the financial crisis. It has continued to decline even more over the last two years. New construction condo contracts absorbed during 2018 totaled only 161 units, with 1000M making up roughly half that total. Even at this historic low contract absorption, which was 161 units during 2018, it is projected (although not guaranteed) that the market would absorb the 879 units reported as unsold at the end of 1Q 2019 in 5.5 years (assuming no new additions). Of these 5.5 years, 1000M will be in preconstruction for 1 year and under construction for an additional 3 years. Obviously, though, if the market were to go back toward the 400 contract/year absorption level, the existing universe of inventory would be absorbed in a little more than 2 years, assuming no new supply. 1000M Condo Comparable Sales Analysis The Owner worked with @Properties to determine the pricing of each individual unit at 1000M, which averages to $940/sf. Below, is the breakdown and comparable analysis on each of the three segments of the high-end condominium market in Downtown Chicago. This sales comparable data, as well as the Appraisal, supports the projected average pricing at 1000M. However, the primary challenge facing 1000M is not in achieving the average pricing, but in predicting the absorption period at the specified prices. This risk is somewhat mitigated by leasing up the balance of the unsold unit and then waiting for the appropriate time to sell all or a part of the unsold inventory.

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Segment 1: Last Generation Towers Located In & Near The Loop Segment 2: Premier Boutique Buildings – Gold Coast Segment 3: Luxury Towers Under Construction Segment 1: Last Generation Towers Located In & Near The Loop As a point of reference and baseline, the condo towers from the previous cycle, completed between 2000-2010 were reviewed: Trump Tower, Park Tower, Aqua, and 340 on the Park. Each of these are of similar size and location and have similar views as compared to 1000M.

As reflected in the comparable analysis below, during 2018 there were 47 sales in this set at an average of $864/SF. When complete, 1000M appears to compare very favorably to these last-generation towers. 1000M is projected to achieve at least a 10% average premium above the 2018 average closed sales from this older set.

Segment 2: Premier Towers – Gold Coast The next data point to understand is the highest, most expensive segment of Chicago’s condo market. These buildings are located in the heart of the Gold Coast, and were completed between 2000 and 2018. They include No. 9 Walton, Waldorf Astoria, and 4 East Elm. The most recently completed of these was 9 West Walton, where the 4-story penthouse sold as raw space for a record-setting $58.75 million (over $2,200/SF). As reflected in the chart below, units in these buildings that closed during 2018 averaged $1,200/SF. These buildings are generally boutique in nature, offering 35 to 70 units. Floor plans are larger with a prevalence of 3BR and 4BR layouts of 3,000+ SF. Amenity programs are limited by the size of the buildings, and views are limited by lower heights (and by not being located on the park/lake). When complete, 1000M will also appear to compare favorably with this set, as it offers more product diversity, lower prices per SF, as well as views and amenities that are far more extensive.

Address

2018 Sales

(Closed)

Total #

Units Year Built Floors Low Sale $ Hi Sale $ Avg. Sale $ Low $/PSF High $/PSF Avg $/PSF

Trump Tower - 401 N. Wabash 20 486 2009 98 $479,900 $9,400,000 $2,024,120 $533 $1,400 $929

Aqua Tower - 225 N. Columbus 8 240 2009 86 $360,750 $3,750,000 $1,119,219 $550 $1,250 $807

340 On The Park - 340 E. Randolph 15 344 2007 64 $680,000 $4,200,000 $1,387,050 $521 $1,021 $729Park Tower - 800 N. Michigan 4 117 2000 67 $2,900,000 $4,670,000 $3,917,500 $906 $1,112 $992

MIN $1,119,219 $521 $1,021 $729

AVG $2,111,972 $628 $1,196 $864

MAX $3,917,500 $906 $1,400 $992

SEGMENT 1: LAST GENERATION BUILDINGS, NORTH LOOP & RIVER NORTH -

TRAILING 12 MONTHS SALES 12/31/18

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Segment 3: Currently Under Construction Currently, there are only two high-rise towers currently under construction in the market. One is Vista Tower, which is located in the Lakeshore East development at the north end of the Loop. The other is One Bennett Park, which is located in Streeterville. Both Vista and One Bennett are similar to 1000M in that they are ‘mega-towers’ with ‘forever’ views. They are designed by internationally recognized architects, feature designer-selected finishes, and offer extensive amenity programs. Vista is approaching 50% sold, and the 91-story building is now topped off. Sales at Vista are averaging $1,051/SF. In addition to 406 condominiums, Vista also includes a 5-star Wanda Hotel. Many amenities are shared between the residential building and the hotel. The 67-story One Bennett Park contains 69 condominiums atop a 279-unit rental property. Construction is complete, and the first condominium closings occurred in 1Q2019. The relatively small condo component of the project is approximately 40% sold at an average of $1,200/SF. It should be noted that the developer for One Bennet Park, (Related Midwest), intentionally held the majority of the condominium inventory off the market throughout construction, telling Crain’s Chicago Business the strategy was designed to capture higher prices as the building got closer to completion. This has resulted in a lower percentage of units being sold upon delivery, albeit at top-of-market prices. It also should be noted that both Vista Tower and One Bennett Park broke ground early in their condominium sales programs, before reaching conventional pre-sale levels. As a result, both projects are benefiting from the aforementioned ‘show me’ mentally that is inherent in the buyer market today.

Pricing Conclusion/Analysis As reflected in the data, the pricing for 1000M ($900/SF average) is projected to place the Project competitively among downtown luxury high-rises, with a sufficient premium over last-generation Loop towers, and at a sufficient discount to new high-rises in locations farther

Address

2018 Sales

(Closed)

Total #

Units Year Built Floors Low Sale $ Hi Sale $ Avg. Sale $ Low $/PSF High $/PSF Avg $/PSF

No. 9 Walton - 9 W. Walton 51 70 2018 37 $1,700,000 $58,750,000 $5,401,173 $872 $2,350 $1,329

Waldorf Astoria - 11 E. Walton 4 51 2010 60 $3,350,000 $5,500,000 $4,131,250 $975 $1,375 $1,155

4 East Elm - 4 E. Elm 3 35 2016 24 $3,280,000 $5,170,000 $4,033,333 $933 $1,175 $1,095

MIN $4,033,333 $872 $1,175 $1,095

AVG $4,521,919 $927 $1,633 $1,193

MAX $5,401,173 $975 $2,350 $1,329

SEGMENT 2: PREMIER BUILDINGS, GOLD COAST -

TRAILING 12 MONTHS SALES 12/31/18

Address

# Current

Pending

Total #

Units

Projected

Completion Floors Low Pend $ Hi Pend $ Avg. Pend $ Low $/PSF High $/PSF Avg $/PSF

One Bennett Park - 451 E. Grand 13 69 2019 67 $1,850,000 $6,350,000 $4,610,313 $1,047 $1,461 $1,198

Vista Tower - 363 E. Wacker 178 406 2020 91 $935,850 $18,500,000 $2,620,416 $542 $1,850 $1,051

MIN $2,620,416 $542 $1,461 $1,051

AVG $3,615,365 $795 $1,656 $1,125

MAX $4,610,313 $1,047 $1,850 $1,198

SEGMENT 3: UNDER CONSTRUCTION,

CURRENT PENDING FEB. 2019

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up the Magnificent Mile and into the Gold Coast, where developments traditionally have achieved the highest prices in the market. Pipeline Three new luxury high-rise projects totaling approximately 600 condo units that have either launched or are planning sales launches in 2019 consists of:

Tribune Tower | 435 N. Michigan | 163 adaptive-reuse condos | Sales started in August 2019

One Chicago Square | Chicago Ave. & State St. | 75 condos + 795 rental apartments + retail | Start of sales yet to be determined

Cirrus | Lakeshore East - Parcel J | 363 condos | Pre-construction sales began 2Q19 While these projects will increase unsold downtown condo units, the resulting total 1,500-unit inventory will still be exceptionally low by historical standards. Furthermore, the projects underscore developer confidence in the market, as well as current pent-up demand. Each project is led by a local, experienced developer with a deep understanding of the market and a strong track record. Condo pricing at each of these project is in-line (or higher) than the pricing offered at 1000M. Finally, these projects are unique in terms of product mix/quality/views and location. Tribune Tower is an historic adaptive reuse. One Chicago Square is part of a massive mixed-use complex (795 apartments and over 100,000 square feet of retail space). Cirrus offers a new-construction condo only product, near Vista Tower, within the dense Lakeshore East community.

Chicago Rental Market Overview: The Class-A apartment market in downtown Chicago has enjoyed a historic run over the past five years, achieving record deliveries, absorption and rents. According to Integra, there are now nearly 30,000 Class A apartments in the downtown market. More than 55% of those were delivered between 2014 and 2018. Absorption & Occupancy In a study prepared for 1000M in 4Q18, Integra reported absorption of 3,369 units through the first three quarters of 2018, 22% above the same period in 2017, which was also a record-setting year. Estimated absorption of 3,600 units for 2018 far exceeded added supply of just under 2,800 units. As a result, Class A occupancy stood at 94% in 3Q18, the highest 3Q reading since 2014. Integra noted that “on a long-term basis, stabilized market occupancy of 94-95% is considered a reasonable projection”. With 19 apartment buildings currently under construction in the downtown market and several more in the pipeline, deliveries and absorption are projected to continue at near-record levels over the next two years. However according to Integra, deliveries will taper in 2021 while absorption remains at current levels. Over the next several years, it is projected (but not guaranteed) that this strong

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supply/demand dynamic should continue to support healthy rent growth consistent with current trends. Rents Integra reported that gross Class-A rents set a record average of $3.24 per square foot in the second quarter of 2018 before settling in at $3.16 PSF in the third quarter, a record for the July-September period. (Given the seasonality of Chicago’s apartment market, it is typical for rents to be higher in Q1 and Q2 vs. Q3 and Q4). The 3Q18 reading was 6.4% above 3Q17 gross rents. Gross rents in the newest Class A buildings are now in the $3.70-$3.80 range and up. According to Integra, the best new buildings are targeting rents of $4.50 to $5.00 per square foot. Meanwhile, renters who are looking for larger floor plans, more luxurious finishes and/or a greater level of exclusivity and privacy, are turning to individually owned condominiums in top-tier luxury buildings, where rents can top $5.00 per square foot. Demographics The robust performance appears to be driven by a number of local economic and demographic factors that are projected (but not guaranteed)to continue for the foreseeable future. The core downtown area of Chicago has seen a substantial increase in population, driven by the aforementioned construction boom as well as major corporate relocations. This is not just a recent trend. According to the Census Bureau, between 2000 and 2010 Chicago added more residents to its downtown core than any other U.S. city. Since 2008 nearly 40 major corporations, including McDonald’s, Caterpillar and KraftHeinz, have relocated to downtown Chicago. Site Selection magazine has named Chicago the “top metro area in the nation for corporate relocation and investment” for five consecutive years. On average, people who are moving to the city center are also younger and more affluent, supporting the luxury multi-family housing boom. According to U.S. Census Bureau data reported in Crain’s Chicago Business, Chicago gained more households with household incomes above $100,000, and headed by individuals 45 and under, than any other U.S. city, except New York. Outlook Looking beyond 2021, Integra notes that, “New additions to the rental apartment pipeline will be constrained”, citing Chicago’s new, more restrictive affordable housing ordinance, rising construction costs and real estate taxes. The increased barrier to entry will benefit apartment owners, especially those with well-located assets offering park and lakefront access and extensive luxury amenities, like 1000M. 1000M Comparable Rental Market Analysis In its financial projections/scenarios, the Owner is projecting an average rental rate of $4.00 PSF (in 2019 dollars) grown to $4.64 (based on 3% annual increase from today’s rate of $4.00 per sf/month, when construction is projected to be complete in the end of 2023) for the lease-

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up of unsold units at 1000M. As reflected in the data below, this rental rate projection is arguably low/conservative, considering comparable buildings are currently leasing their units between $4.00 - $4.50/SF per month. The Owner believes that $4.64/SF per month at 1000M will spur strong leasing absorption, projected to be 15-25 units per month (when leasing is projected to commence at the end of 2023). The Owner assumes annual rent growth/trending of 3% starting 2020, which growth rate is consistent with 10-year performance in the downtown market. Using the trended $4.00/SF per month in 2019 dollars, in 2023 when leasing commences the rent will be $4.64/SF per month (again, a rate that 1000M could potentially achieve in today’s market, if it was completed now, as opposed to the end of 2023). During 2018, rent growth in the wider Class-A market was over 6% greater than in 2017. Furthermore, absorption in the Chicago market is out-pacing supply – a positive trend that appears to be strengthening over the coming years as new deliveries are set to drop (while demand for new product is projected to remain strong). These metrics and dynamics help to put the Owner’s projection of 3% annual rent growth into perspective. Condo-Rental Market Far from being just ‘another rental building’ in Chicago, 1000M will offer a distinguished product. It will serve a growing segment of renters who desire “true condominium living”, but are not interested in owning, for various reasons. These renters have demonstrated that they are willing to pay a rent premium to live in a condo building that offers a higher level of luxury, privacy and service vs. more standard Class-A rental projects. In many cases, these customers are also looking for larger layouts and better finishes than those offered in standard apartment buildings. The data for individually leased condominiums supports the viability of this market, as reflected in the comparable analysis below, which averages $4.39/SF per month. Comparable Analysis The Owner worked with @Properties to interpret data from several segments of the rental market in order to arrive at its $4.00 PSF per month projection for 1000M (assuming the building was ready to be leased in 2019). These segments include: Segment 1: The broader Class A market for downtown rental buildings (30,000 units). Segment 2: Top-ten stabilized downtown Class A rental buildings (a subset of Segment 1, above). Segment 3: New buildings currently in lease-up that are programmatically and/or geographically comparable to 1000M. Segment 4: Individually leased condo units in top-tier buildings.

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Segment 1: Class-A Market The average gross rents for the overall Class-A market (consisting of over 30,000 units in buildings built after 1990) was $3.16 PSF per month in 3Q18. This represents a year over year increase of 6.4%, and occupancy for this Class A market is at 94%.

Segment 2: Top-Ten Stabilized Class A Buildings The next segment reflects the top stabilized/operating Class-A rental buildings in the downtown market by gross rent per square foot (a subset of Segment 1). The buildings in this group reflect an average rent of $3.87/SF per month (a rate that is close to the $4.00/SF per month being projected for 1000M as if the Project was already completed and units were currently being leased up). 1000M will offer higher quality and more differentiated product than this set.

Segment 3: Super Class A Buildings in Lease-Up In addition, the high-end operating/stabilized buildings in Chicago, there are a handful of brand new buildings in the market that are currently leasing-up. These buildings even more accurately reflect the offering at 1000M, either in terms of location (NEMA and Essex), larger layouts (Banks and One Bennett), finishes (One Bennett) or amenities (NEMA and One Bennett).

Category Current Qtr. Prior Qtr. Year Ago Change Q:Q Change Y:Y

Gross Class A Rent PSF $3.16 $3.24 $2.97 -2.47% 6.40%

Net Class A Rent PSF $3.05 $3.18 $2.83 -4.09% 7.77%

Class A Occupancy 93.70% 94.00% 92.00% -0.30% 1.70%

3Q18 QUARTERLY RENT TRENDS - PRIOR QUARTER/YEAR COMPARISON

Building Area # of Units Average SF Average PSF

Residences at 8 East Huron - 8 E. Huron River North 102 1016 $4.10

The Ardus - 676 N. LaSalle River North 149 603 $4.02

State & Chestnut - 845 N. State Gold Coast 367 718 $3.94

EMME - 165 N. Desplaines West Loop 199 667 $3.91

One Eleven - 111 W. Wacker Loop 504 887 $3.89

3Eleven - 311 W. Illinois River North 245 794 $3.88

Wolf Point West - 343 W. Wolf Point Plaza River North 245 794 $3.88

The Sinclair - 1201 N. LaSalle Gold Coast 390 839 $3.83

Old Town Park Old Town 375 824 $3.77

MILA - 201 N. Garland Ct. Loop 402 782 $3.73

The Hudson - 750 N. Hudson River North 240 912 $3.63

MIN 102 603 $3.63

AVG 293 803 $3.87

MAX 504 1,016 $4.10

SEGMENT 2: TOP 10 DOWNTOWN CHICAGO RENTAL BUILDINGS

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The average rent in this group is $4.33/SF per month, which further reinforces that strong demand and pricing for top quality product in the market. Pricing for these buildings, reflected below, is based on multiple sources including Integra data, quoted rents on property websites, and price sheets obtained from property leasing teams.

Segment 4: Luxury Condominium Rentals Finally, together with @Properties, The Owner evaluated the niche market of individually owned condominiums in luxury buildings that are leased to third party tenants. This segment is filling a gap in the current downtown rental market, providing highly discerning residents with larger floor plans, greater privacy, more luxurious finishes and a higher level of service than Class A apartment buildings. The average rent/SF in the 8-building comparable studied sample set was $4.39/SF per month, which is based on a total of 98 individual leases during 2018. Importantly in this set, rents/SF ranged from $4.15/SF per month to as high as $9.38/SF per month. While more anecdotal than the market-wide rental data, this data highlights the demand for rented condos in the market and the premium that the market is willing to pay to rent these condo units.

Building Area # of Units Average SF Average PSF

61 Banks Street – 61 E. Banks Gold Coast 58 1833 $5.00

One Bennett Park – 541 Peshtigo Streeterville 279 1305 $4.50

NEMA – 1201 S. Indiana South Loop 792 1123 $3.90

Essex on the Park – 800 S. Michigan South Loop 479 1041 $3.90

MIN 58 1,041 $3.90

AVG 402 1,326 $4.33

MAX 792 1,833 $5.00

SEGMENT 3: SUPER CLASS A BUILDINGS IN LEASE-UP (PROJECTED RPSF)

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SEGMENT 4: RENTED APARTMENTS IN LUXURY CONDOMINIUM BUILDINGS

Building Area # Units Rented LTM High PSF Avg. PSF

Waldorf Astoria – 11 E. Walton Gold Coast 4 $9.38 $5.97

No. 9 Walton - 9 W. Walton* Gold Coast 1 $5.67 $5.67

Ritz Carlton Residences – 118 E. Erie River North 6 $5.82 $4.91

Water Tower Place – 180 E. Pearson** Gold Coast 5 $8.40 $4.61

Trump Tower – 401 N. Wabash River North 48 $4.84 $3.64

Ten East Delaware – 10 E. Delaware Gold Coast 4 $4.42 $3.54

Aqua – 225 N. Columbus*** Loop 16 $4.30 $3.45

340 On The Park – 340 E. Randolph Loop 14 $4.15 $3.29

MIN 1 $3.29 AVG 12 $4.39

MAX 48 $5.97 Phase I Environment Assessment and Recently Discovered Underground Storage Tanks upon undertaking Excavation Work In September of 2019, a phase I environmental assessment was completed for the Property by Progea as to the surface parking lot located on the Property. This was done for the Construction Loan. Progea indicated that to the west of the Property there was previously a filling station that contained two 10,000-gallon USTs. The property to the south also contained two 16,000 gallon heating oil USTs. The Phase II investigation, performed as part of a 2001 environmental assessment of a larger site area, included the installation of three ground water monitoring wells on the Property. Ground water samples were analyzed for

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benzene, toluene, ethylbenzene, and xylenes (BTEX) and polynuclear aromatic hydrocarbons (PNAs). Progea indicated that no BTEX or PNA constituents were detected above the applicable groundwater ingestion standards. Progea stated that none of the records reviewed indicated the historical use of large quantities of hazardous materials or the generation of hazardous wastes at the Property besides asbestos containing building materials that were abated prior to demolition of the previous structures on the Property. Progea, as part of its evaluation of the Property as to the potential existence of chemicals of concern (“COCs”) at the Property, Progea conducted a limited vapor encroachment screening (“VES”). The goal of the VES was to identify potential vapor impacts in the subsurface caused by the release of COCs into the soil or groundwater at the Property or in near proximity to the Property. Progea stated that no recognized environmental conditions (“REC”) were identified in association with the Property and/or surrounding facilities. During their site visit, Progea did not observe potential contaminant sources that would contribute or cause COCs to be present at the Property. Additionally, Progea did not observe any surrounding facilities that would have potentially caused COCs to migrate onto the Property. Therefore, Progea stated that the potential for a vapor encroachment condition (“VEC”), to be present at the Property, is minimal and is not considered an environmental concern. Based on the findings of this assessment, Progea stated there are no obvious indicators that point to the presence or likely presence of contamination at the Property. Progea concluded that this assessment has revealed no evidence of RECs, in connection with the Property. As sometimes occurs for construction projects in Chicago, despite the assessment conclusions of Progea, three abandoned underground storage tanks were discovered when the excavation work commenced at the Property. It is unknown at this point in time as to whether or not the tanks have leaked and created soil contamination of excess of permissible levels. When the tanks are removed, the Owner will undertake soil samples to determine the existence of any soil contamination. The Owner, in any event, plans to remove the tanks and any possible environmental contamination in accordance with applicable Environmental Laws. It is anticipated, but not guaranteed, that such tank removals and potential remediation of contaminated soil would not result in any significant or material increase in the budget for Project costs or in the Project schedule.

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Placement Agent and Contacts for Further Information The placement agent for this offering is Time Equities Securities LLC, 55 Fifth Avenue, 15th Floor, New York, NY 10003-4398, Attention: David Becker or Richard Viest. Time Equities Securities LLC is a registered broker dealer and member of the FINRA. It is owned by Time Equities, Inc., an affiliate of Francis Greenburger. Proceeds from this Offering will be used to pay the selling commissions due to TES, as outlined in this Memorandum. You are invited to read the information contained in this Private Investment Memorandum and contact either David Becker, Managing Director, Equity Division of Time Equities Securities LLC, at (212) 206-6032 or dbecker@timeequities.com or Richard Viest, Registered Representative at (212) 206-5691 or rviest@timeequities.com at your earliest convenience to discuss your possible interest in this investment or to request further information. The Offering This offering is being made on a “best efforts” basis through Time Equities Securities LLC (the “Placement Agent”), a registered broker dealer with FINRA and an Affiliate of the Class A Manager. The aggregate purchase price for this Offering is $91,250,000. The minimum subscription amount is $250,000. Unless otherwise established by the Class A Manager, there is no specific termination date upon which subscriptions shall no longer be accepted from Investors. The Class A Manager, however, reserve the right in their sole discretion, to establish such termination date at any time. This Offering shall be undertaken under 506(c) of the Regulation D under the Securities Act of 1933, as amended, which allows the Company to use general solicitations and public advertisements to obtain subscriptions for this Offering. In order to enter into a subscription agreement for this offering, all Investors, who are direct investors with Time Equities Securities LLC and not an Investor who is a client of another broker dealer and/or registered investment advisor, (such Investors are referred to as “Direct Investors”) shall be required to verify their financial status as an Accredited Investor. For Direct Investors, this may be done by providing the Class A Company with a letter from an Investor’s broker, (which firm must be either a registered broker dealer and/or registered investment advisor), accountant and/or lawyer that indicates to the Class A Company that such Investor qualifies as an Accredited Investor. Alternatively, a Direct Investor may provide a net worth statement or balance sheet and/or tax returns to verify to the Class A Company that such Investor is an Accredited Investor. It is up to the Direct Investor to decide which of the above methods will be used to verify to the Class A Company that such Direct Investor is an Accredited Investor. To the extent an Investor is not a Direct Investor, then it is the responsibility of applicable broker dealer and/or registered investment advisor to establish the suitability of their Investor’s participation in this Offering. In such case these Investors, who are not Direct Investors, will not be required to verify to the Class A Company their status as an Accredited Investor. Subscriptions will be accepted only from persons who represent in writing that they meet the suitability standards set forth under the heading "Suitability Standards".

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Subscriptions Persons who meet the suitability standards described below and who desire to subscribe for the purchase of a membership interest should complete, sign and return a Subscription Agreement to David Becker, c/o Time Equities Securities LLC, 55 Fifth Avenue, 15th floor, New York, New York 10003. Payment of the subscribed for amount should be paid by an Investor as directed in the Subscription Agreement and shall be due in full at the time their subscription is submitted. All subscriptions received from Investors shall be paid pursuant to the instructions set forth in the Subscription Agreement and will be deposited into the operating account for the Property. The Class A Manager reserve the right to reject any subscriptions in their entirety or to allocate to any subscriber a smaller amount than the amount that an Investor has subscribed for. In the event of a rejection, a subscription payment and related subscription documents will be returned and in the event of a partial rejection, a pro-rata portion of the payment will be returned. Any such return of funds to a subscriber will be made without deduction or interest. In the event this Offering is cancelled or terminated, all subscription documents and payments will be returned to the subscribers. Suitability Standards In accordance with the requirements of Regulation D promulgated under the Act and applicable state securities laws, the subscriptions for the purchase of a membership interest in will only be accepted from Accredited Investors, as defined below, which may include foreign Investors to the extent approved by the Class A Manager.

An Investor will be an Accredited Investor if such Investor meets one of the following tests:

(i) the Investor is a natural person who (x) has a net worth with the Investor's

spouse, excluding the value of their primary residence, exceeding $1 million

at the time of the purchase and (y) has not borrowed against such primary

residence within the sixty (60) days prior to the execution of the Subscription

Agreement;

(ii) the Investor is a natural person who had an individual income in excess of

$200,000 in each of the two most recent years or joint income with the

Investor's spouse in excess of $300,000 in each of those years and who

reasonably expects to reach the same income level in the current year;

(iii) the Investor is a corporation, Massachusetts or similar business trust or

company, not formed for the specific purpose of acquiring such membership

interest, with total assets in excess of $5 million;

(iv) the Investor is a manager or a director or executive officer of the manager;

(v) the Investor is either (a) a bank as defined in section 3(a)(2) of the Securities

Act of 1933 as Amended (the "Act") or a savings and loan association or other

institution as defined in section 3(a) (5)(A) of the Act, whether acting in its

individual or fiduciary capacity, (b) an insurance company as defined in

section 2(13) of the Act, (c) an investment company registered under the

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Investment Company Act of 1940 or a business development company as

defined in section 2(a)(48) of such act, or (d) a Small Business Investment

Company licensed by the United States Small Business Administration under

section 301(c) or (d) of the Small Business Investment Act of 1958;

(vi) the Investor is a private business development Company as defined in section

202(a)(22) of the Investment Advisors Act of 1940;

(vii) the Investor is a broker dealer registered pursuant to section 15 of the

Securities Exchange Act of 1934;

(viii) the Investor is a trust with total assets in excess of $5,000,000, not formed for

the specific purpose of acquiring such membership or interest, whose

purchase is directed by a person who has such knowledge and experience in

financial and business matters that he or she is capable of evaluating the

merits and risks of the prospective investment; or

(ix) the Investor is an entity and each and every equity owner of such entity

certifies that such equity owner meets the qualifications set forth in one of (i)-

(viii) above.

The above-described suitability standards represent minimum suitability requirements for Investors. The satisfaction of the standards by a prospective Investor does not necessarily mean that this investment is a suitable investment for that Investor. Each prospective Investor should determine independently, upon consultation with such Investor’s investment, tax or other advisors, accountants and legal counsel, whether this investment is suitable in light of the Investor’s own circumstances. The Class A Manager may, but will not be obligated to, make such further inquiry and obtain such additional information as it deems appropriate with regard to the suitability of prospective Investors. In addition, such membership interests will be sold only to persons who represent, among other things, that: (i) they are acquiring such membership interests for their own account, for investment only, and not with a view toward the resale or distribution thereof; (ii) they and their advisors have been provided the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and to obtain any additional information which the Class A Manager possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished in this Memorandum; (iii) they are aware that the membership interests have not been registered under the Act; (iv) they are aware that their right to transfer, assign or otherwise dispose of their membership interests are restricted by the Act, by applicable state securities laws and by the operating agreement or organizational documents for the Class A Company; (v) they are not a foreign person unless approved by the Class A Manager; and (vi) they are aware there is no market for any such membership interests and that no such market is ever expected to develop. In the subscription agreement for each Investor, an Investor is required to represent that the subscriber (including any beneficial owner of the subscriber which is not an individual):

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(a) is not listed on the Specially Designated National and Blocked Persons List

maintained by the Office of Foreign Asset Control, Department of the Treasure (the “OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and/or on any list of terrorists or terrorist organizations maintained pursuant to any other applicable orders (such lists are collectively referred to as the “Lists”);

(b) has not been arrested for money laundering, convicted or pled nolo

contendere to charges involving money laundering; (c) is not owned or controlled by, nor acts for or on behalf of, any corporation,

partnership, limited liability company, joint venture, individual, trust, real estate investment trust, banking association, federal or state savings and loan institution or any other legal entity (collectively hereinafter referred to as a “Person”) on the Lists;

(d) shall not transfer or permit the transfer of any interest in the subscriber

to any Person who is, or whose beneficial owners are, listed on the Lists; or

(e) shall not assign their Membership Interest in the Company or any interest

herein, to any Person who is on the Lists. The above representations and warranties made by each Investor are required to remain true and accurate in all material respects until such time as the Investor is no longer a member in the Class A Company. The satisfaction of the suitability standards referred to above does not necessarily mean that the acquisition of such membership interests are a suitable investment for a prospective Investor. The Class A Manager may make or cause to be made such further inquiry and obtain such additional information as it deems appropriate with regard to the suitability of prospective Investors, including credit searches, at any time prior to the acceptance of subscriptions. The Class A Manager, in its absolute discretion, may reject subscriptions, in whole or in part.

Certain jurisdictions (including Alaska, Arizona, Delaware, Florida, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Michigan, Minnesota, New Hampshire, North Dakota, Utah, Virginia and Wyoming) impose additional or different Investor suitability standards, including modifications of the definition of Accredited Investor for their purposes. Investors must meet all of the applicable requirements set forth in the Subscription Agreement and the Managers may rely on the representations made in or in connection with such Subscription Agreement in determining the suitability of Investors. The Managers reserve the right to modify or increase the suitability standards with respect to certain Investors, in order to comply with any applicable state laws, rules or regulations or otherwise.

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Documents Available

Statements made in the Private Investment Memorandum as to the contents of any contract or other document referred to are not necessarily complete, each such statement being qualified in all respects by such reference. Documents described or referred to in this Private Investment Memorandum or those relating to the Property are available for inspection by a prospective Investor or his or her representative in the offices of the Class A Manager and/or the representatives of Time Equities Securities LLC at c/o Time Equities, Inc., 55 Fifth Avenue, 15th Floor, New York, New York 10003. Such documents include, but are not limited to, the environmental assessment for the Property, the contracts with the design team, the agreements with the construction manager and the owner’s representative, the organizational documents the Owner, and the Class A Company, the plans and specifications for the construction of the Project, the appraisal for the Property, the Construction Loan Terms and loan documents for the Land Loan and the Construction Loan, when available, the permits for construction of the Project, when issued, market studies for the sales and rental market in Chicago, the title report and survey for the Property. Prospective Investors or their representatives desiring to examine any and all of these documents should contact the Class A Manager or the representatives of Time Equities Securities, LLC.

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SOME RISK FACTORS TO BE CONSIDERED This Project involves certain risks and is suitable only for persons of substantial financial means who have no need for liquidity in such investment and who are able to afford the risk of the investment. Reference in this special Risk Section to the terms: (i) “Company” or “Class A Company” shall mean the Class A Company (1000 South Michigan Preferred Equities LLC) in which an Investor will become a Member; (ii) the Owner shall mean 1000 Michigan Equities LLC, the owner of the Property; (iii) “Member” or “Members” shall mean individually or collectively the Members in the Class A Company; (iv) “Membership Interests” shall mean the Membership Interests to be acquired by an Investor in the Class A Company. Prospective Investors should carefully consider the following risk factors:

1) Risks as to Construction Projects. There are numerous risks inherent in

any construction project of this magnitude, which could result in the total Project costs exceeding the Project Budget, including the contingency in the Project Budget for hard and soft costs and/or cause delays in the completion of the Project beyond the estimated completion date and/or any required completion date set forth in the construction loan documents. Problems could occur as to the plans and specifications prepared by the design professionals, the construction work and/or the fixture and equipment purchased for the Project resulting in a defect in the Project that would have to be fixed or rectified. The cure of such defects would not necessarily be covered by manufacturers’ and/or contractors’ warranties. All of these

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potential risks could have a material impact on the ability of the Owner to complete the Project as estimated and could have a material adverse effect on eventual distributions to the Investors, as estimated in the attached Financial Forecasts.

2) Risk as to the Construction Loan. The actual loan terms and loan amount for the Construction Loan may be higher or lower than projected in the Financial Forecast and such difference may have a material impact on the Project, either positively or negatively. In the Financial Forecast, the Land Loan is projected to be $27,550,000 and the Construction Loan is estimated at $343,096,113. The interest rate for both loans are projected, on average, to be 4.5% per annum during the terms for both loans. Changes in either or both of these loan terms may have a material impact on the Project. The term for the Land Loan is for one year and the term of the construction loan is for 36 months from the closing of the Construction Loan, which closing is estimated to occur in October 2020.

The closing of the Construction Loan is contingent upon the Construction Lender obtaining participations from other lenders to fund part of the Construction Loan in an amount up to $137,000,000. Now that the appraisal is completed, the Construction Lender and the Owner are in a better position to obtain such loan participants, especially since Appraisal produced a favorable loan to value ratio for the Project, on both the bulk sale and/or rental income capitalization basis, which is 54.29% on a bulk sale basis and 59.63% on a rental income capitalization basis. However, if the Construction Lender does not obtain such loan participations from other lenders, then the Construction Lender would not be obligated to close the Construction Loan. In this case, the Owner would have to find another Construction Lender to provide construction financing for the Project. If the Owner is unable to find another Construction Lender for the Project, then the Owner would be responsible to repay the Preferred Invested Capital and the accrued and unpaid Preferred Return to the Preferred Equity Investors.

In addition, the construction loan will also require the Owner to complete the Project within 36 months from the construction loan closing and the failure to achieve this would create an event of default and potentially trigger liability under Francis Greenburger’s completion guaranty in favor of the Construction Lender.

3) Risk as to Hard Costs. The hard costs in the Project Budget are based on cost

estimates by the development team prior to bidding out of all of the construction work. The development team has substantial experience in completing such cost estimates but without bidding out a major portion of the construction work there can be no guaranty as to the accuracy of such estimates. At this point, 50% of the hard costs have been bid, but not bought out, under the various subcontracts. Once the bidding process is completed, the Project Budget may have to be revised so that the hard cost line items are consistent with the costs under such subcontracts. If, as a result of bidding out and entering into subcontracts for the construction work, the total Project Budget is increased in any material respects, then the equity to be funded by the Owner shall likewise have to be increased and

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this, at the option of the Owner, may necessitate a capital call to the Sponsor Members. Also, at this time, the Owner, has not entered into a Guaranteed Maximum Price Amendment to the CM Agreement with the Construction Manager. The Financial Forecast includes an estimate for the amendment to the CM Agreement to create the Guaranteed Maximum Price (“GMP”) at $328,000,000, but there is no guaranty as to the actual amount of the GMP, which could be higher or lower than projected. Likewise, if the total Project Budget is increased and the amount of the equity investment by the Owner (including the Preferred Equity) is less than 27.5% of the total Project costs under the Construction Loan, then the amount to be funded by the Owner and its Sponsor Members shall be increased so that the Owner actually funds 27.5% of the total Project Costs.

4) Risks as to the Required Balancing of Total Project Costs. Any construction loan requires the Loan to be in balance as a prerequisite for each draw under a Construction Loan. As part of each such advance, the inspecting engineer for the Lender will determine if the Loan continues to be in balance. If it is out of balance then the revised total Project Budget, including any cost overruns not covered by the contingency line items, would exceed the remaining loan proceeds to be funded by the Lender. If this were to occur, then the Owner would either have to escrow funds with the Construction Lender or complete and pay for such portion of work to eliminate such deficiency before any further advances by the Construction Lender would be funded. This may necessitate a capital call by the Owner to the Sponsor Members to either fund such escrow and/or pay for such portion of the work to eliminate such deficiency.

5) Risk as the Hard and Soft Contingency in the Project Budget. The total Project Budget is estimated to have a contingency for hard and soft cost equal to 5% of such total costs. Such contingency may be used to cover cost overruns and/or unbudgeted hard and soft costs. The total amount of such contingency in the Project Budget is approximately $20,000,000. There is no guaranty as to whether or not such 5% contingency will be adequate to cover cost overruns and/or unbudgeted costs that may be incurred in completing the Project.

6) Risk as to Interest Reserve and Budgeted Carrying Costs. The Project Budget contains an interest reserve of $18,500,000 for the Land and Construction Loans to cover the interest payments to the Construction Lender. The interest reserve in the Project Budget is estimated to cover a period of 12 months under the Land Loan and 36 months under the Construction Loan. The interest rate of 4.5% per annum was used to calculate such interest reserve. The actual interest could be higher or lower than projected and this could impact the required amount for the interest reserve, either positively or negatively. In addition, the amount to be paid for interest depends on the level upon which the predevelopment costs are advanced under the Land Loan and hard and soft costs are advanced under the Construction Loan. However, if interest costs are higher because the Land Loan and/or Construction Loan is being advanced more quickly than projected, then construction is probably also being completed at a faster pace. To the extent construction of the Project takes significantly longer than projected, then the Owner may also have to replenish such interest reserve to cover the remaining

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construction of the Project. This could necessitate a capital call upon the Sponsor Members of the Owner.

The Project Budget covers carrying costs for real estate taxes, insurance for the Property (“Carrying Costs”), in the amount of approximately $7,300,000 under the Land Loan and the Construction Loan and $2,000,000 reserve for common charges and real estate taxes post construction, while there is not income generated from the Property to cover such costs. It is estimated, although not guaranteed, that such Carrying Costs, included in the Project Budget, will cover a period of 4 years under both the Land Loan and the Construction Loan. Should the actual Carrying Costs exceed the budgeted amount in the Project Budget or such period be extended, the Construction Loan may not be in balance and thus subject to the risks stated above as to the balancing of the Construction Loan.

7) Risk as to Funding of the Total Preferred Invested Capital and Funding of Cost Overruns. To the extent it takes longer to obtain subscriptions for the total amount of Preferred Invested Capital than estimated, this may delay the commencement and completion of the Project. To the extent the Class A Manager is unable to obtain funding for the entire amount of the Preferred Invested Capital, then the Owner may have to seek funds from certain institutional investors for the Senior Preferred Equity, who may require a higher return be paid to them and/or a priority in the waterfall for payment of distributions than what is offered to Investors in this Memorandum. To the extent this occurs, this Memorandum will be amended to disclose the terms for such Senior Preferred Equity. To the extent that less than the entire Preferred Invested Capital is funded, or advance payments are needed to fund ongoing development and construction costs to be funded by Preferred Equity prior to actual funding by Preferred Equity Investors (“Ongoing Costs”), then the Owner shall be responsible to fund: i) Ongoing Costs ii) the shortfall as needed to complete the Project so that the aggregate amount funded from the Preferred Equity and the Sponsor Members totals 27.5% of the total Project Costs under the Construction Loan and iii) the balance of the unfunded Preferred Invested Capital for commissions and the Minimum Quarterly Payments, as provided above (such amount to be funded by the Owner shall be referred to as the “Shortfall”). The Preferred Equity Investors shall not have any obligation to fund any such Shortfall. In addition, the Owner shall be obligated to fund any Cost Overruns where the Construction Loan is not in balance, thereby increasing the total Project costs beyond the approved budget. Funding, for any such Cost Overruns shall not in any

event, be treated as a Preferred Invested Capital. If there are Cost Overruns, then the Owner, at its option, may have to initiate a capital call to the Sponsor Members to fund such Cost Overruns. Under the Operating Agreement for the Owner, the Sponsor Members would not have to fund their prorata share of such capital calls, however, any non-contributing Sponsor Member, who fails to contribute their prorata share, risks having their Sponsor membership interest being diluted. In some respect such Cost Overruns are guaranteed by Francis Greenburger as a result of his providing a Completion Guaranty. Under the Construction Loan, pursuant

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to such Completion Guaranty, Francis Greenburger would either be required to complete the construction of the Project and/or provide the Construction Lender the payment of the existing costs to complete the Project beyond the remaining unadvanced loan proceeds.

8) Risk as to Commencement of Construction By December 31, 2019. Under the

terms of the existing Purchase Agreements with the existing purchasers they have

the right to terminate their respective Purchase Agreements if construction for

the Project is not commenced by 12/31/19. The Owner plans to begin the

foundation work before year-end so purchasers will no longer have such right of

termination. In order to commence such foundation work, the Owner would have

to obtain the foundation permit for such work. As of the date hereof, the Owner

has not received such foundation permit. The Owner has already submitted its

application for same to the Chicago Building Department and anticipates

obtaining same in November/December 2019. The Owner has already entered

into the contract for such foundation work to commence the construction of the

Project and the foundation contractor plans to be ready to begin the work once

this permit is obtained.

9) Risk as to funding the Additional Required Deposit under the existing

Purchase Agreements. Currently, purchasers have funded a 5% deposit

pursuant to each of their respective Purchase Agreements. Under the existing

Purchase Agreements, each of the purchasers are required to fund an additional

5% deposit. The Owner can now request and require the existing purchasers to

fund such additional 5% deposit. At this point, the Owner has decided to wait to

request the payment of the additional 5% deposit from existing purchasers,

which most likely will occur after the commencement of construction. There is

no guaranty as to what extent the existing purchasers will fund their existing 5%

deposits. To the extent a purchaser does not timely fund their additional 5%

deposit, they would be in default under their purchase agreement and risk

termination and potentially the loss or forfeiture to the Owner of their existing

5% deposit. It is likely some of the existing purchasers will not fund their existing

additional deposit and forfeit their existing 5% deposit. It is anticipated that the

attractiveness of the Project to the existing purchasers is the same or even better,

than when they funded their initial deposit and signed their respective purchase

agreements and that the number of purchasers, who do not fund such additional

deposit, will be small, but there is no such guaranty of such result.

10) Risk under Section 22 of the Illinois Condominium Property Act. Under this

Section 22, no material change may be made to the Condominium Documents (the

“Declaration & Bylaws”), the operating budget for the 1000M Condominium

Association showing the estimated monthly common charges for the units and

the floor plans for the units which would materially affect the rights of the

purchasers and/or the value of the units without obtaining the approval of 75%

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of the purchasers (including those under contract to purchase a unit). The Owner

will only attempt to undertake such changes that would not materially affect the

value of the units and/or the rights of the purchasers and thus not require the

approval of 75% of the purchasers, but there is no guaranty of such result. The

operating budget for the 1000M Condominium Association was completed in

2017 and may be required to be updated to reflect new projected market rate

operating costs estimated to be in existence upon the completion of the Project,

projected at the end of 2022. At this time it is assumed that any such revision to

the operating budget for the 1000M Condominium Association, including the

monthly common charges for the units, will not have a material adverse affect on

the value of the units and/or the rights of the purchasers so that the approval of

75% of the purchasers would not be required, but there is no guaranty as to such

result.

11) Risk as to the Sale of Units and Garage Space. The Financial Forecast includes

two sales scenarios, one where 65% of the units and 30% of the garage spaces are

sold and the other one where 45% of the units and 30% of the garage spaces are

sold. Under Scenario One, this includes sales of approximately 293 condo units

and approximately 129 garage spaces for a total net revenue of $370,699,500.

Under Scenario Two, this includes sales of approximately 203 condo units and

approximately 129 garage spaces for a total net revenue of $258,523,500. Under

both scenarios, condo units are projected to be sold at an average of $900/sf and

parking spaces at $50,000 per space. In both Scenarios, it is projected that there

will be sufficient net sales and/or loan proceeds from the Inventory Loan to pay

off the Preferred Invested Capital and Preferred Return in 48 months. There is no

guaranty as to the percentage of the condo units and/or garage spaces that will

actually be initially sold, the time to accomplish such sales, the average price per

square foot for condo sales and/or the average price for garage spaces and as to

whether or not the Owner will be able to pay off the Preferred Equity in full

(including the Preferred Return) within 48 months.

12) Risk as to the Inventory Loan. Under the Financial Forecast, it is projected that the Owner will obtain an Inventory Loan for the unsold units in December 2023, after 95% of the unsold units are projected to be leased up. The amount of the Inventory Loan is estimated to be $142,908,993 under Scenario One for approximately 158 unsold units and $224,571,274 under Scenario Two for approximately 248 unsold units. The interest rate for such Inventory Loan, is projected at 4.5% per annum and that such loan will provide monthly debt service of interest only payments. It is projected that part of the net proceeds of the Inventory Loan will be used to pay off the Preferred Invested Capital and accrued and unpaid Preferred Return. There is no guaranty as to the amount and terms of the Inventory Loan and as to whether or not the amount of the Inventory Loan will be sufficient to pay off the Preferred Invested Capital and the accrued and unpaid Preferred Return. The proceeds of the Inventory Loan will also be used to pay off the Construction Loan. There is no guaranty of the ability of the Owner to

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obtain an Inventory Loan to take out the Construction Loan on or prior to the maturity date of the Construction Loan.

13) Variances from the Financial Forecasts. The Financial Forecasts presents, to

the best of the Class A Manager knowledge and belief, the Class A Managers’ estimate of the total Project costs, the time period for construction, the projected sales and net sales proceeds, the projected lease up of the unsold units (including the estimated rental rate per square foot per month), the amount and terms for the Inventory Loan and the projected time period to pay off the Preferred Equity in full. It is based upon the Class A Manager’s assumptions reflecting conditions they expect to exist and the course of action they expect to take during the forecast period. The Financial Forecasts are based upon assumptions as to future events and conditions, which the Class A Manager believe to be reasonable but which are inherently uncertain and unpredictable. The assumptions may prove to be incomplete or incorrect and unanticipated events and circumstances may occur. Because of these uncertainties and the other risks outlined in this Memorandum, the actual results of the Project can be expected to be different than those projected and the differences may be material and adverse. Potential Investors should consider the projections in light of the underlying assumptions to reach their own conclusions as to the reasonableness of those assumptions and to evaluate the projections on the basis of that analysis. Neither the Class A Manager, the Owner, the Class A Company, nor their respective attorneys or accountants make any representation or warranty as to the accuracy or completeness of the projections in the Financial Forecasts or their underlying assumptions.

14) Projected Net Sales or Loan Proceeds. Any projected net sales proceeds

and/or net loan proceeds or forward-looking statements included in this Memorandum and all other materials or documents supplied by the Class A Manager should be considered speculative and are qualified in their entirety by the assumptions, information and risks disclosed in this Memorandum. The assumptions and facts upon which such projections are based are subject to variations that may arise as future events actually occur. The anticipated net sales and/or loan proceeds and pay off of the Preferred Equity described herein are based upon assumptions made by the Class A Manager regarding future events. There is no assurance that actual events will correspond with these assumptions. This Memorandum contains forward-looking statements that involve risks and uncertainties. The Property’s actual results may differ significantly from the results anticipated or discussed in the forward-looking statements. Prospective Investors are advised to consult with their tax, financial and business advisors concerning the validity and reasonableness of any assumptions. Neither the Class A Manager, the Owner nor any other person or entity makes any representation or warranty as to the future profitability of the Owner, the Class A Company and/or any Investor’s investment in the Class A Company.

15) Risk as to Occupancy Levels, Lease Up Risk and Rents for the Residential Units. The Financial Forecast estimates the unsold units will be leased up over a 1-year period starting in January 2023, after completion of construction. There is no guaranty of such result and it may take longer to lease up the unsold units.

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Also, after this projected lease up occurs, the average occupancy level is projected to be 95%. The Financial Forecast includes a 5% vacancy factor, in which 5% of the projected gross rents are deducted to create the net effective rent used to calculate the net operating income for the unsold units. Again, there is no guaranty as to the occupancy levels that will be achieved for the unsold units. Lower occupancy levels would cause the net cash flow to drop.

The current average monthly residential rents for other new construction projects in the Chicago Area range from $4.00 per sf per month to $4.50 per sf. For the purposes of the Financial Forecast, $4.00 per sf is utilized as the rent that would have been charged if the Project was already completed and such rent is grown at 3% per annum thereafter to create a rent per sf per month that is used for the lease up of the Property. Such rent is $4.64 per sf per month. In comparison, the Appraisal estimated the average rent at $4.82 per sf/month. Although this appears to be a conservative method for calculating the rents that will be used for the lease up of the unsold units, there is no guaranty of such result. There is no guaranty as to the potential growth rate for such rents during the Financial Forecast, to create the projected rental rate for the lease up of the unsold units when construction is completed. Also, in order for the Owner to obtain an Inventory Loan which is sufficient to pay off the balance of the Preferred Invested Capital and accrued and unpaid Preferred Return, it will be necessary to achieve certain leasing threshold as the percentage of the units leased at the time of such financing and as to a certain required average rentable rate achieved for such leases. To the extent the Owner does not achieve such leasing thresholds, then the loan amount for the Inventory Loan could be reduced. Any such reduction may affect the ability to pay off the Preferred Equity in full, as projected.

16) Other Leasing Risks. There are many other leasing risks to consider in operating

the unsold units which could adversely affect the performance of the unsold units. Some of these leasing risks, include but are not limited to, tenants may not renew their leases as anticipated, tenants may experience economic difficulties, which may necessitate a reduction or deferral in rent, the commercial tenant may file for bankruptcy and reject their lease, it may take long to release space or to lease vacant space than projected and for the retail space, the Owner may have to give more tenant concessions to attract or retain such retail tenant than estimated, including those for free rent periods and tenant allowances for improvements. In the Financial Forecast, it is assumed that the Owner will not have to offer any free rent to lease the residential units, but there is no guaranty as to such result. All of these leasing risks could ultimately affect the cash available for distribution to Investors.

17) Risks of Competition. The Project will be operating in a competitive market as

to the sales of the units and garage space and the leasing of the unsold units and garage spaces. The Company will be competing for purchasers and tenants (as to the unsold units) on the basis of location, access, price per square foot, rental rates, size and layouts of space, improvements offered or completed by the Owner, views from the apartments, amenities available to purchasers and renters, the quality of the surrounding area and a variety of other factors. The

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success of the Owner will depend to a large degree upon its ability to compete with other similar properties, which in turn depends upon its ability to be competitive as to the foregoing factors. The failure of the Owner to establish and maintain a favorable market position could have a material adverse effect on its profitability.

18) Risk as to Economic Conditions. Period of economic slowdown or recession,

rising interest rates or declining demand for condo units, or the public perception that any of these events may occur, could result in a general decline in real estate values, which could adversely affect the sales and/or rental of condo units, and/or the Owner’s ability to obtain the sufficient amount of net sales and/or net loan proceeds to pay off the Preferred Equity in full within the projected 48-month time period.

19) Uninsured Losses. The Owner will try to maintain adequate insurance coverage against liability for personal injury and property damage. However, there can be no assurance that insurance will be sufficient to cover any such liabilities. Furthermore, insurance against certain risks, such as earthquakes, floods, wind damage and/or terrorism, may be unavailable or available at commercially unreasonable rates or in amounts that are less than the full market value or replacement cost of the Property and/or the unsold units. In addition, there can be no assurance that particular risks that are currently insurable will continue to be insurable on an economical basis or that current levels of coverage will continue to be available. If a loss occurs that is partially or completely uninsured, the Owner may lose all or part of its investment. The Owner may be liable for any uninsured or underinsured personal injury, death or property damage claims. Liability in such cases may be unlimited but Investors will not be personally liable.

20) Risks as to Conflicts of Interest. There are various conflicts of interest that may

occur between TEI and JK as the asset managers for the unsold units and the Owner and between TEI, as the Class A Manager and the Investors. These conflicts of interest include, but are not limited to, the following:

(a) Competition by the Owner with the Other Entities for Management

Services

The Manager of the Owner and/or TEI and JK may encounter conflicts of interest in allocating management time, services and functions between the Owner, the Class A Company and various other existing and future entities that own and operate real estate, as well as other business ventures, in which they are involved. Because of their management responsibilities for other properties, TEI and JK, as the asset managers for the unsold units and TEI, as the manager of the Class A Company, will devote only so much of its time to the Project and/or the unsold units, as in its judgment is reasonably required.

(b) Guaranty Conflict

There may be a conflict of interest as to Francis Greenburger’s responsibilities as an executive officer of the Class A Manager to act in the

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best interest of the Class A Company and Francis Greenburger’s interest as a guarantor of any remaining Guaranteed Amount due and owing on the Due Date.

(c) No Limit on Class A Manager’s and/or TEI’s and JK’s Other Activities

TEI, JK and their respective Affiliates may engage in other business ventures, real estate or otherwise, and the Owner, Manager of the Owner and the Members of companies comprising the Owner and the Class A Company shall not be entitled, as of right, to participate in such other business ventures. TEI, JK and their Affiliates intend to form other real estate ventures in the future, some of which may have the same investment objectives as the Owner. Accordingly, there may be conflicts of interest on the part of TEI and/or JK with the Owner and/or the Class A Company and the other entities and real estate investments or properties, which they are involved.

(d) Tax Matters Partner

Pursuant to the operating agreement for the Class A Company, the Class A Manager will be the “tax matters partner” and as a result may make various determinations, which would be binding, on all of the Investors. It is possible that issues could arise on tax matters where the decision of the Class A Manager may have a different effect or consequence on the Class A Manager and the Investors. Because the impact of such determinations on the Class A Manager and their Affiliates may be substantially different in circumstances from the impact on the Investors, the Class A Manager may be subject to a conflict of interest in acting as the tax matters partner.

(e) Lack of Separate Representation

Certain of the attorneys, involved in the Land Loan, Construction Loan, the Inventory Loan and preparation of this Private Placement Memorandum, are also employees of TEI. This could result in a conflict of interest if there is a dispute between TEI, as the Class A Manager and an Investor and/or if decisions as to legal matters may have different consequences or effect on TEI as the Class A Manager and the Investors.

(f) Affiliation of the Class A Manager and the Placement Agent

The Placement Agent (Time Equities Securities LLC) is owned by TEI and as a result it may be expected that the Placement Agent may face conflicts of interest in undertaking due diligence that would normally be exercised by the placement agent if it were independent of the Class A Company and TEI.

(g) Financing and/or Sale of the Units

A conflict of interest could occur in connection with the financing for the unsold units where certain Members may desire that more of the net

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proceeds from such financing be distributed to pay off the Preferred Invested Capital and accrued and unpaid Preferred Return and the Manager of the Owner may, alternatively, desire to not apply all of the remaining net proceeds to pay off the Preferred Equity in full and thus retain more net proceeds for reserves for the Owner to cover future or anticipated Project costs.

A conflict of interest could arise because it may be beneficial for the Preferred Equity Investors to sell all of the Units at a time when it may be in the best interest of the Owner to hold onto some of the Units. The Manager of the Owner may have an interest in retaining, instead of selling some of the Units in order to continue the fees payable to the Manager of the Owner and/or their Affiliates. Accordingly, the Manager of the Owner may be subject to various conflicts of interest with respect to the potential sale of the Units that may have different consequences or effect on the Preferred Equity Investors.

A conflict of interest could arise between the Investors that wish to lower the purchase price for unsold units, to sell more of the Units to pay off the Preferred Equity and the Manager of the Owner that do not desire to lower the purchase price to sell more of the Units. In any event, the decision as to whether or not to sell more of the Units and the terms to be accepted for any such sale of the remaining Units shall be at the sole discretion of the Manager of the Owner.

(h) Resolutions of Conflicts of Interest

The Class A Manager has not developed, and do not expect to develop, any formal process for resolving conflicts of interest. However, the Class A Manager is required to exercise good faith and integrity in handling the affairs of the Class A Company, which duty will govern their actions in all such matters. While the foregoing conflicts of interest could materially and adversely affect the Class A Company, except as otherwise provided in this special risk as to conflicts of interest, the Class A Manager in its sole judgment and discretion, will attempt to mitigate such potential adversity by the exercise of its business judgment in an attempt to fulfill its fiduciary obligations. There can be no assurance that any such attempt will prevent the adverse consequences that may result from the numerous conflicts of interest.

21) Environmental Liabilities are Possible and Can be Costly. Federal law imposes liability on a landowner for the presence on a property of improperly disposed or released hazardous substances and wastes. This liability is without regard to fault for or knowledge of the presence or release of such substances and may be imposed jointly and severally upon all succeeding landowners from the date of the first improper disposal or release. As sometimes occurs for construction projects in Chicago, despite the assessment conclusions of Progea, three abandoned underground storage tanks were discovered when the excavation work commenced at the Property. It is

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unknown at this point in time as to whether or not the tanks have leaked and created soil contamination of excess of permissible levels. When the tanks are removed, the Owner will undertake soil samples to determine the existence of any soil contamination. The Owner, in any event, plans to remove the tanks and any possible environmental contamination in accordance with applicable Environmental Laws. It is anticipated, but not guaranteed, that such tank removals and potential remediation of contaminated soil would not result in any significant or material increase in the budget for Project costs or in the project schedule. The Owner cannot guaranty that the cost of any such removal and cleanup.

22) Toxic Mold. Litigation and concern about indoor exposure to certain types of toxic molds has been increasing as the public becomes aware that exposure to mold can cause a variety of health effects and symptoms, including allergic reactions. Toxic molds can be found almost anywhere; they can grow on virtually any organic substance, as long as moisture and oxygen are present. There are molds that can grow on wood, paper, carpet, foods, and insulation. When excessive moisture accumulates in buildings or on building materials, mold growth will often occur, particularly if the moisture problem remains undiscovered or unaddressed. It is impossible to eliminate all mold and mold spores in the indoor environment. The difficulty in discovering indoor toxic-mold growth could lead to an increased risk of lawsuits by affected persons, and the risk that the cost to remediate toxic mold will exceed the value of the property. Because of attempts to exclude damage caused by toxic mold growth from certain liability provisions in insurance policies, there is no guarantee that insurance coverage for toxic mold will be available now or in the future. The Project will be constructed to take into account this potential for toxic mold.

23) Compliance with the Americans with Disabilities Act. Under the Americans with Disabilities Act of 1990 (the “ADA”), public accommodations must meet certain federal requirements related to access and use by disabled persons. Facilities initially occupied after January 26, 1992 must comply with the ADA. When a building is being renovated, the area renovated, and the path of travel accessing the renovated area, must comply with the ADA. Further, owners of buildings occupied prior to January 26, 1992 must expend reasonable sums, and must make reasonable efforts, to make practicable or readily achievable modifications to remove barriers, unless the modification would create an undue burden. This means that so long as owners are financially able, they have an ongoing duty to make their property accessible. The definitions of “reasonable”, “reasonable efforts”, “practicable” or “readily achievable” are site-dependent and vary based on the owner’s financial status. The ADA requirements could require removal of access barriers at significant cost, and could result in the imposition of fines by the federal government or an award of damages to private litigants. Attorneys’ fees may be awarded to a plaintiff claiming ADA violations. State and federal laws in this area are constantly evolving, and could evolve to place a greater cost or burden on the Owner. While the Manager of the Owner and/or the Condominium will attempt to obtain information with respect to compliance with the ADA, there can be no

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assurance that ADA violations do not or will not exist at the Property. If other violations do exist, there can be no assurance that there will be funds to pay for any necessary repairs.

24) No Market for Membership Interests. It is not anticipated that any public

market will exist for the Membership Interests, and the operating agreement will impose certain restrictions on the transfer of Membership Interests (other than to an immediate family members, an entity controlled by a Member, or the beneficiary of the estate of Member, upon the death of a Member) which may have the effect of ensuring that a market will not develop. Therefore, holders of the Membership Interests may not be able to sell their Membership Interests should a need for personal funds arise, and the price received in any sale of Membership Interests may be less than the value of the Membership Interests sold. In addition to the above risks, an Investor must bear the economic risk of their investment for an unspecified period of time.

25) Limited Assignability. Each subscriber will be required to represent that

the purchase of their Membership Interests in the Class A Company will be for investment purposes only and not with a view towards the resale or distribution thereof. Membership Interests may not be assigned without the consent of the Class A Manager, and without compliance with the right of first refusal to be contained in the operating agreement for the Class A Company. Furthermore, an Investor may not pledge, or grant a security interest in their Membership Interests. Under the Operating Agreement, an assignment of Membership Interests shall not be permitted if that assignment (i) would cause the Class A Company to terminate for Federal income tax purposes; (ii) would violate certain restrictions on assignment now or hereafter imposed under the Operating Agreement to preserve the status of the Class A Company as a partnership for Federal income tax purposes, or (iii) would violate Federal or state securities laws. No assignee may be admitted as a substituted Member without the consent of the Class A Manager. In addition, a Member shall have no right to withdraw any part of their capital contributions to the Class A Company. There are likely to be substantial adverse Federal income tax consequences in connection with the assignment of Membership Interests, and holders of the Membership Interests are advised to consult with their tax advisors prior to any such assignment. Also, in certain states, assignees of Membership Interests may be required to meet certain suitability requirements.

26) Liability of Members/Risk as to Return of Distributions. In general,

Members of the Class A Company may be liable for the return of a distribution to the extent that the Member knew at the time of the distribution that after such distribution, the remaining assets of the Class A Company would be insufficient to pay the then outstanding liabilities of the Class A Company (exclusive of liabilities to Members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company). Otherwise, Members are generally not liable for the debts and obligations of the Class A Company beyond the amount of the capital contributions they have made or are required to make under the operating agreement.

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27) Limitation of Liability/Indemnification of the Class A Manager. The Class A Manager and their attorneys, agents and employees may not be liable to the Class A Company or the Members for errors of judgment or other acts or omissions not constituting fraud, gross negligence or willful misconduct as a result of certain indemnification provisions in the operating agreement. A successful claim for such indemnification would deplete the Class A Company’s and/or the Class A Company’s assets by the amount paid.

28) Offering Not Registered With the US Securities and Exchange Commission

(“SEC”) or State Securities Authorities. This offering will not be registered with the SEC under the Securities Act of 1933 as amended (the “Securities Act”) or the securities agency of any state, and is being offered in reliance upon an exemption from the registration provisions of the Securities Act and state securities laws applicable only to offers and sales to investors meeting the suitability requirements set forth herein.

29) Private Offering – Lack of Agency Review. Because this offering is a nonpublic offering and, as such, is not registered under federal or state securities laws, Investors will not have the benefit of a review of the offering or this Private Investment Memorandum by the SEC or any state securities commission. The terms and conditions of the offering may not comply with the guidelines and regulations established for real estate programs that are required to be registered and qualified with the SEC or any state securities commission.

30) Private Offering Exemption – Compliance with Requirements. The

Membership Interests are being offered to, and will be sold to, Investors in reliance upon a private offering exemption from registration provided in the Securities Act. If the Class A Company should fail to comply with the requirements of such exemption, the Members would have the right to rescind their purchase of their Membership Interests if they so desired. It is possible that one or more Members seeking rescission would succeed. This might also occur under applicable state securities or “blue sky” laws and regulations in states where the Membership Interests will be offered without registration or qualification pursuant to a private offering or other exemption. If a number of Members were successful in seeking rescission, the Class A Company and the Class A Manager would face severe financial demands that would adversely affect the Class A Company as a whole and, thus, the investment in the Membership Interests by the remaining Members.

31) Private Offering Exemption – Limited Information. Because the offering of

the Membership Interests is a nonpublic offering, certain information that would be required if the Offering were not so limited has not been included in this Private Investment Memorandum, including, but not limited to, financial statements and prior performance tables. Thus, Investors will not have this information available to review when deciding whether to invest in Membership Interests.

32) General Tax Risks. There are substantial risks associated with the federal

income tax aspects of an investment in the Class A Company. In addition to

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continuing IRS reexamination of the tax treatment of partnerships, the income tax consequences of an investment in the Class A Company are complex, and recent tax legislation has made substantial revisions to the Code. Many of these changes, including changes in the taxation of limited liability companies and their members, affect the tax benefits generally associated with an investment in a limited liability company. Because the tax aspects of this offering are complex, and certain of the tax consequences may differ depending on individual tax circumstances, each Investor is urged to consult with and rely on his or her own tax advisor concerning this offering’s tax aspects and his or her individual situation. No representation or warranty of any kind is made with respect to the IRS’s acceptance of the treatment of any item by the Owner, the Class A Company or by an Investor.

33) Changes in Tax Laws. The discussions of the federal income tax aspects of

this offering are based on current law, including the Internal Revenue Code of 1986, as amended, the regulations issued thereunder, certain administrative interpretations thereof and court decisions. Consequently, future events (including those arising from expiration of current tax laws, legislative and administrative proposals that could occur and/or are or in the future may be under consideration) that modify or otherwise affect those provisions may result in treatment for federal income tax purposes of the Class A Company and the Members that are materially and adversely different from that described in this Private Investment Memorandum, both for taxable years arising before and after such events. The Class A Company cannot guaranty that future legislation and administrative interpretations will not be retroactive in effect.

34) Risks regarding the Distribution of the IRS Schedule K-1 Tax Form. Although the Class A Manager will make every effort to complete and distribute to Investors their individual K-1 tax forms in a timely manner, there is no guarantee that in each tax year these forms can or will be completed in time for the investors to file their taxes on or prior to the general April 15 tax deadline. In the event that such K-1s are not completed in a timely manner prior to the April 15th tax deadline, it is possible that Investors may have to file an extension to complete their tax returns.

THE ABOVE POTENTIAL RISKS ARE NOT INTENDED TO BE AN EXHAUSTIVE LIST OF POTENTIAL AREAS OF RISK AND INVESTORS ARE URGED TO CONSIDER SUCH RISKS BEFORE MAKING A DECISION TO INVEST IN THE PROJECT.

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SUMMARY OF CERTAIN PROVISIONS OF THE OPERATING AGREEMENT FOR THE CLASS A COMPANY The Operating Agreement is the governing instrument establishing the Class A Company's right under the laws of the State of Illinois to operate as a limited liability company and contains the rules under which the Company will be operated. Each prospective Investor should read the Operating Agreement in its entirety. Certain provisions of the Operating Agreement are summarized below, but for complete information, reference should be made to the Operating Agreement. All capitalized terms not defined herein shall have the meaning given to such terms in the Operating Agreement.

Organization The Company has been or will be formed as a limited liability company under the Illinois Limited Liability Company Act (the “Illinois Act”). Time Equities, Inc. will be the Manager of the Class A Company. Purposes and Business The sole purposes and business of the Class A Company is to acquire a Class A or Preferred Equity membership interest in the Owner. Distributions to Members All distributions shall be paid to the Members, on a prorata basis, in accordance with their respective membership or ownership interests in the Class A Company. The ownership interest of a Member shall be based on the ratio of the capital contributions made by a Member to the total capital contributions made by all of the Members. All distributions shall be paid quarterly, based on such quarterly time period established by the Class A Manager. No Further Capital Contributions by the Members to the Class A Company The Operating Agreement for the Class A Company does not require its members to fund any additional capital contributions. In addition, the Class A Company shall not have an obligation to fund any additional capital contributions to the Owner, beyond the subscription payments (after deductions for commissions and the Minimum Quarterly Payments) received from the Preferred Equity Investors. Authority of the Class A Manager The Class A Manager has the exclusive authority and power under the Operating Agreement to conduct, manage and operate the business and affairs of the Class A Company, and they are authorized and empowered to perform all acts that they deem necessary or appropriate to carry on the business of the Class A Company in accordance with the Operating Agreement and applicable law. The Class A Manager shall also have complete authority and power to undertake all actions on behalf of the Class A Company as the Preferred Equity Member in the Owner.

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Indemnification of the Class A Manager The Operating Agreement provides that the Class A Manager will not be liable to the Class A Company or the Members for liabilities, costs and expenses incurred as a result of any act or omission of the Class A Manager, unless such acts or omissions were performed or omitted fraudulently or in bad faith, constituted gross negligence or an intentional breach of any material provisions of the Operating Agreement. The Operating Agreement also provides that the Class A Manager will be indemnified out of the Class A Company assets against any loss, liability or expense arising out of any act or omission by the Class A Manager, so long as such conduct was not performed or omitted fraudulently in bad faith, was a result of gross negligence or was an intentional breach of any material provisions of the Operating Agreement. Action by a Member In the event a Member elects to bring any action against the Class A Company and/or a Class A Manager to enforce any rights a Member may have under the Operating Agreement and the Company or a Class A Manager is found to have violated said Member’s rights, the Class A Company shall reimburse all of the Member’s costs and expenses, including reasonable attorney’s fees, incurred in enforcing their rights. In the event a Member elects to bring any action against the Company or a Class A Manager to enforce any rights a Member may have under the Operating Agreement and the Class A Company and/or a Class A Manager is found to have acted in accordance with their rights, the Member shall reimburse the Class A Company or the Class A Manager (if applicable) (or the Class A Company may offset said payment from distributions otherwise due to the Member under the terms of the Operating Agreement) all of the Class A Company’s and/or the Class A Manager’s costs and expenses, including reasonable attorney’s fees, incurred in defending their rights. Limited Liability of Members Under the Illinois Act and the Operating Agreement for the Class A Company neither a

member of a limited liability company nor its Class A Manager are personally liable for any

debts, obligations or liabilities of the limited liability company solely by reason of being a

member or acting as a manager of a limited liability company. Also a member, under the

Illinois Act, is not a proper party to any proceeding by or against a limited liability company,

except where the objective of such proceeding is to enforce a member’s rights against or

liability to a limited liability company or in a derivative action brought under the Illinois Act.

If a creditor has a judgment against a member of a limited liability company under the Illinois

Act, the court may charge the membership interest of the member with payment of the

unsatisfied amount of the judgment with interest thereon. To the extent so charged, the

judgment creditor, under the Illinois Act, has only the beneficial right as an assignee of such

membership interest. The Illinois Act does not deprive any limited liability company member

of the benefit of any exemption laws (e.g. bankruptcy or insolvency laws) applicable to the

member’s membership interest.

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A member may be liable to the extent of any distribution that, after giving effect to such distribution, the fair value of the remaining assets of the limited liability company was less than its outstanding liabilities (other than liabilities to other members on account of their interests in the company and liabilities for which the recourse of creditors is limited to specified property of the company). For purposes of this calculation, the fair value of property that is subject to a liability for which the recourse of creditors is limited will be included in the assets of the company only to the extent that the fair value of such property exceeds that liability. Assignment of one’s membership interest would not relieve the assignor from any potential liability in connection with the failure to make required capital contributions or the return of such contributions. A substituted member is liable for any obligations of the assignor existing at the time of the transfer, except to the extent that at the time the assignee became a member, the liability was unknown to the assignee, and could not be ascertained from the required records of the limited liability company. Additionally, a substitute member must also have paid a “reasonably equivalent value” in order to qualify as an innocent transferee. No Right to Withdraw Capital Contribution No Member has a right to withdraw his or her Capital Contribution from the Class A Company. Allocation of Profits & Losses All allocations of net profits, gains and net losses, for federal income tax purposes, and the distribution of cash flow shall be made in accordance with respective membership interests of the Members. Other Business of Members Under the Operating Agreement, any Member may engage independently or with others in other business ventures of every nature and description, including business ventures, which compete with the business of the Owner, Class A Company and/or the Class A Manager. Neither the Class A Company nor any Member will have any right to participate in or to receive any income or proceeds derived from another Member's engaging in any other businesses, and the pursuit of such ventures, even if competitive with the business of the Owner, Class A Company and/or the Class A Manager, shall not be deemed wrongful or improper. Termination, Dissolution and Liquidation The Operating Agreement provides that the Class A Company will be dissolved and its affairs wound up upon the first to occur of any of the following events: (i) the date that the Preferred Invested Capital and all accrued and unpaid Preferred Return has been paid off in full; (ii) the date the Class A Company no longer holds any interest in company property, or any proceeds arising from any disposition of all or a part of its assets; (iii) the unanimous consent of the Members; and (iv) upon the bankruptcy, dissolution or withdrawal of the Class A Manager, unless the remaining Members, within 180 days after such event or occurrence, unanimously elects to continue the business of the Class A Company.

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Amendments Amendments to the Operating Agreement may be made only upon the unanimous written consent of all Members and the Class A Manager. Restrictions on Assignments of Units Except as provided in the Operating Agreement, a Member may not assign his or her interest in the Class A Company to any other person or entity other than the Company. A transfer of a Membership Interest by a Member is permissible if made to: (i) an immediate family member of such member or a trust for the benefit of such family member; (ii) another Member of the Class A Company, (iii) a Member's administrators, executors, distributees or beneficiaries of such member's estate, or (iv) an entity of which a Member or a member of such Member's immediate family owns more than 50% of the economic interest and voting control (hereinafter collectively referred to as a “Permissible Transferee”). If a Member desires to transfer his or her Membership Interest to any other person or entity other than a Permissible Transferee, he or she must first offer the Membership Interest to the Class A Manager on the same terms and conditions as are contained in a bona fide written offer of a third party to purchase his or her Membership Interest. Only upon the refusal of the Class A Manager to purchase such Member's Membership Interest shall such Member be permitted to sell to the third party. Such sale must occur within ninety days after the expiration of the period during which the Class A Manager have the option to purchase as provided in the Operating Agreement.

No assignee of a Membership Interest (other than a Permissible Transferee) shall be admitted as a substitute member without the consent of the Class A Manager, which consent may be withheld in the sole discretion of the Class A Manager. A Member may not pledge or grant a security interest in their Membership Interest without the consent of the Class A Manager. Books and Reports The Class A Manager is required to maintain adequate books and records with respect to the Class A Company's business at the principal office of the Class A Company. The books and records will be maintained for financial accounting purposes in accordance with such methods of accounting as determined by the Class A Manager. Members will be entitled to have access to the books and records of either the Owner and/or the Class A Company as to the Project and/or the Class A Company’s Preferred Equity membership interests in the Owner during reasonable business hours.

Financial information contained in all reports to the Members will be prepared using the accrual method of accounting. See Section on “Financial Statements” as to requirements pertaining to providing financial statements to the Members. The Class A Manager is required to deliver to the Members such information as may be necessary for a Member’s preparation of federal, state or local income tax returns.

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Power of Attorney Each Member will irrevocably appoint and empower the Class A Manager as its attorney-in-fact to execute, acknowledge and record or otherwise file such documents as are necessary or appropriate to carry out the provisions of the Operating Agreement, including all certificates, agreements and instruments and any other documents necessary or appropriate to: (i) form, qualify or continue the Class A Company as a limited liability company in Illinois; (ii) amend the Certificate of Formation or Articles of Organization of the Class A Company, in accordance with the Operating Agreement for the Class A Company; and (iii) to dissolve or terminate the Class A Company. Withholding Tax Obligation If the Class A Company incurs a withholding tax obligation with respect to the share of income allocated to any Member, (a) any amount which is: (i) actually withheld from a distribution that would otherwise have been made to such Member and (ii) paid over in satisfaction of such withholding tax obligation shall be treated for all purposes as if such amount had been distributed to such Member, and (b) any amount which is so paid over by the Class A Company, but which exceeds the amount, if any, actually withheld from a distribution which would otherwise have been made to such member, shall be treated as an interest-free advance to such Member. Amounts treated as advanced to any Member shall be repaid by such Member to the Class A Company within thirty (30) days after the Class A Manager gives notice to such Member making demand therefore. Any amounts so advanced and not timely repaid shall bear interest, commencing on the expiration of said thirty (30) day period, compounded monthly on unpaid balances, at an annual rate equal to the Applicable Federal Rate, as defined in Section 1274 of the Code, as in effect for short-term obligations, as of such expiration date. The Class A Company shall collect any unpaid amounts from any Class A Company distributions that would otherwise be made to such Member.

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Exhibits

1. Project Budget

2. Organizational Chart for the Owner and Class A Company

3. Form of Partial Guaranty by Francis Greenburger

Operating and Subscription Agreements for the Class A Company and the Owner, Investor Suitability Questionnaire, Non-Foreign Certifications and Investor Notices will be separately provided to Investors.

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ORGANIZATION CHART FOR 1000 SOUTH MICHIGAN

CHICAGO, ILLINOIS

1000 South Michigan Equities LLC, an Illinois limited liability company – the Owner of the Property

Manager 1000 South Michigan Manager LLC, an Illinois limited liability company Managers & Members Francis Greenburger and Robert Kantor

Preferred Equity Member 1000 South Michigan Preferred LLC, an Illinois limited liability company

Manager Time Equities, Inc., a New York corporation

Chairman & Chief Executive Officer, Sole Director and Shareholder - Francis Greenburger

President - Robert Kantor

Member Preferred Equity Investors

Sponsor Members •1000 South Michigan TEI Equities LLC, an Illinois limited liability company Managers Francis Greenburger and Robert Kantor 75% residual interest after payoff of Preferred Equity

•1000 S Michigan JK Oak LLC, an Illinois limited liability company 25% residual interest after payoff of the Preferred Equity Managers Jerry Karlic and Elias Abubeker

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PARTIAL GUARANTY OF PAYMENT BY FRANCIS GREENBURGER

THIS GUARANTY AGREEMENT (this "Agreement" or “Guaranty”) is made as of the ___ day of _________, 20___ by Francis Greenburger, having an office at c/o Time Equities, Inc., 55 Fifth Avenue, 15th Floor, New York, NY 10003 (the “Guarantor”), to and for the benefit of 1000 South Michigan Preferred LLC, having an address at c/o Time Equities, Inc., 55 Fifth Avenue, 15th Floor, New York, NY 10003 (the “Company”). RECITALS WHEREAS, the Company, through subscriptions from its members, has and will continue to make a Preferred Equity Investment, as the Preferred Equity Member or Class A Member, in 1000 South Michigan Equities LLC (the “Owner”); and WHEREAS, the amount of such Preferred Equity investment, to be made by the Company to the Owner, is for an amount up to $91,250,000; and WHEREAS, all capitalized terms, unless otherwise defined in this Agreement, shall have the meaning as set forth in the attached Exhibit A. NOW, THEREFORE, in order to induce the Company to fund their Preferred Invested Capital in the Owner, and in consideration thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby covenants and agrees with Company as follows:

1. Guarantor hereby guarantees to the Company: (i) the due and punctual payment, by no later than December 31, 2025, (the “Due Date”) the amount equal to 15% of the Preferred Invested Capital raised, which would be $13,687,500, assuming the full amount of the Preferred Invested Capital of $91,250,000 is funded, (“Guaranteed Amount”). Any payments made prior to the Due Date, that reduces the Preferred Invested Capital shall be applied, dollar for dollar, to reduce the Guaranteed Amount due, if any, on the Due Date (the amount of such dollar for dollar reduction of the Guaranteed Amount is referred to as the “Reduction”). Such Guaranteed Amount shall not be reduced to the extent Senior Preferred Equity replaces in part and/or reduced the amount of Preferred Invested Capital to be funded by the Company to the Owner. For example, if the Owner obtains Senior Preferred Equity in the amount of $20,000,000 thereby reducing the Preferred Invested Capital funded by the Company to the Owner to $71,250,000, then the Guaranteed Amount of $13,687,500 shall remain the same and the percentage guaranteed shall in effect be increased to 19.21% of the total amount of the Preferred Invested Capital.

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2. The Owner shall provide an accounting to the Guarantor, periodically, or as requested by the Guarantor, as to the amount of the Preferred Invested Capital and Senior Preferred Invested Capital, if any, funded to the Owner so that the Guarantor can calculate the Guaranteed Amount. The Owner shall further provide an accounting to the Guarantor and the Company of such Reduction, whereby the Guaranteed Amount is reduced on a dollar for dollar basis as to any distributions by the Owner to the Company that reduces the Preferred Invested Capital. It is hereby acknowledged and agreed that any distributions to the Company, after the accrued and unpaid Preferred Return has been paid, shall be applied to pay down the Preferred Invested Capital. To the extent such Reduction results in the Guaranteed Amount being zero, then this Guaranty shall automatically be terminated and of no further force and effect, without any further action required by the Company and/or the Guarantor.

3. The Guarantor’s obligations and liabilities hereunder (i) are

irrevocable, absolute and unconditional except as provided above in Section 1 as to any such Reduction; (ii) constitute a guaranty of payment and not merely a guaranty of collection; and (iii) are as primary obligor and not as a surety only. The Company is not and shall not be required to first pursue any right or remedy against, or seek any redress from any other person or entity to collect the Guaranteed Amount. 4. The obligations and liabilities of the Guarantor under this Agreement shall continue in full force and effect until the payment in full of the Guaranteed Amount or the Reduction results in the Guaranteed Amount being zero and shall not be deferred, diminished, modified or otherwise affected by any failure to act whatsoever (whether or not any such event, condition, occurrence, circumstance, proceeding, action or failure to act is detrimental or adverse with respect to the Guarantor), including, but not limited to: (i) any amendment to the Operating Agreements for the Company and/or the Owner; (ii) any waiver, consent, forbearance, lack of diligence, action or inaction on the part of the Company in exercising any right and/or remedy to enforce the obligations of the Guarantor, hereunder and (iii) any bankruptcy or insolvency involving or affecting the Guarantor. 5. The Guarantor hereby waives diligence, presentment, demand for payment, protest, all notices which may be required by statute, rule of law or otherwise to preserve intact the Company’s rights against the Guarantor under this Agreement, including, but not limited to, notice of acceptance, notice of any amendment of the Operating Agreements for the Owner and Company, notice of the occurrence of an default, and generally, all demands, notices and other formalities of every kind in connection with this Agreement.

6. The Guarantor agrees that Company, in its sole and absolute discretion, may (a) bring suit against the Guarantor; (b) compromise or settle with the Guarantor for such consideration as the Company may deem proper in its sole discretion; and (c) otherwise deal with the Guarantor in any manner whatsoever, and

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that no such action shall impair the rights of the Company to collect the Guaranteed Amount, to the extent due and owing, from the Guarantor. 7. Guarantor agrees that any indebtedness of Owner to the Guarantor is hereby, and shall be, subordinated to the Guaranteed Amount due and owing to the Company and if any such indebtedness of Owner to the Guarantor shall be collected, enforced and received by the Guarantor, it shall be held by the Guarantor as trustee for the Company and paid to the Company to the extent any of the Guaranteed Amount is due and owing under this Agreement to the Company. Until the Preferred Invested Capital and the accrued and unpaid Preferred Return is paid off in full or the Reduction reduces the Guaranteed Amount to zero, the Guarantor shall have no right of, and hereby waive any claim for, subrogation or reimbursement against the Owner, by reason of any payment due by the Guarantor under this Agreement, whether such right or claim arises at law or in equity or under any contract or statute. 8. Guarantor hereby agrees to pay all costs, and expenses, including reasonable attorney’s fees and disbursements that may be incurred by the Company in collecting the Guaranteed Amount from the Guarantor to the extent not paid on the Due Date. 9. This Guaranty shall continue to be effective, or be reinstated automatically, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by the Company (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency and/or bankruptcy of the Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of or trustee or similar officer for the Guarantor or for substantially all of the Guarantor’s property and/or assets, all as though such payment had not been made. The Guarantor further agrees that in the event any such payment of the Guaranteed Amount is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of the Company in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by Guarantor. 10. The Guarantor hereby represents and warrants as follows:

(a) No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary to the valid execution, delivery or performance by the Guarantor of this Guaranty.

(b) This Guaranty has been duly authorized and executed by Guarantor and constitutes the legal, valid and binding

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obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms.

(c) The Guarantor expects to derive advantage from the Preferred Invested Capital being made by the Company to the Owner and represents that the funding of such Preferred Invested Capital and this Guaranty will be in furtherance of the Guarantor’s purposes.

11. The Guarantor irrevocably submits to the jurisdiction of any state or federal court sitting in the City and State of New York, over any suit, action, or proceeding arising out of or relating to this Agreement. The Guarantor irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the venue of any such suit, action or proceeding brought in any such court in the City and State of New York, New York and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor hereby waives trial by jury in any action or proceeding relating to this Agreement. Service of process as to any summons, motions and/or pleadings against the Guarantor may be effectuated against the Guarantor by certified mail, return receipt requested or personal service to the Guarantor at the above address. 12. NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, MODIFIED, AMENDED, DISCHARGED, OR TERMINATED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST WHICH THE ENFORCEMENT OF SUCH WAIVER, MODIFICATION, AMENDMENT, DISCHARGE OR TERMINATION IS SOUGHT AND ONLY TO THE EXTENT SET FORTH IN SUCH AGREEMENT. 13. GUARANTOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF COMPANY ON THIS GUARANTY, ANY AND EVERY RIGHT GUARANTOR MAY HAVE TO (I) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (II) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT THE GUARANTOR FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST THE COMPANY WITH RESPECT TO ANY ASSERTED CLAIM.

14. This Guaranty shall be governed by, and construed in accordance with the laws of the state of New York.

15. The Guaranty shall be binding on heirs, executors, administrators, successors and assigns of the Guarantor.

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16. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures hereto may be evidenced by facsimile transmission or electronic mail in portable document format (”PDF”), the same of which shall be treated as originals.

IN WITNESS WHEREOF, the Guarantor has executed this Guaranty Agreement as of the year and date first above written. GUARANTOR: ________________________ Francis Greenburger

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STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the _____ day of ________, in the year 20___ before me, the undersigned, personally appeared Francis Greenburger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature(s) on the instrument, the individual(s), or the person(s) upon behalf of which the individual acted, executed the instrument. ________________________ Notary Public

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EXHIBIT A DEFINITIONS

The following terms, as used in this Partial Guaranty of Payment, shall have the meaning set forth below: “Minimum Quarterly Payment” shall mean the minimum quarterly payment to the Company by the Owner equal to 5.25% per annum, without compounding, on the amount of the Unreturned Preferred Invested Capital. “Ongoing Costs” means the advance payments for Preferred Invested Capital required to be funded for ongoing development and construction costs to be funded by Preferred Invested Capital prior to the actual funding by Preferred Equity Investors. “Preferred Equity” means the Preferred Equity Investment by the Company in the Owner as a preferred member of the Owner. “Preferred Equity Investor” shall mean an investor who becomes a member in the Company and collectively shall be the “Preferred Equity Investors”. “Preferred Invested Capital” or “Preferred Equity Investment” shall mean the Preferred Invested Capital to be funded by the Company to the Owner, as a Preferred Equity member in the Owner. “Preferred Return” shall mean the return to the Company payable by the Owner to the Company, pursuant to the Operating Agreement for the Owner, which is equal to a 10.5% cumulative annual return, without compounding, on the amount of the Company’s Unreturned Preferred Invested Capital in the Owner. “Project” shall mean the construction of a 72-story, 656,000 square foot tower that will contain 450 residential condominium units, 430 garage spaces, 40,000 square feet of amenity space and approximate 950 square feet ground floor commercial space at 1000 South Michigan Avenue, Chicago, Illinois. “Senior Preferred Equity” shall mean the senior preferred equity in the Owner, if any, which will have a priority as to distributions from the Owner over those payable to the Company. The Preferred Equity shall be subordinate to the Senior Preferred Equity. “Senior Preferred Equity Investor” shall mean the investor who funds all or a part of the Senior Preferred Invested Capital. “Senior Preferred Invested Capital” shall mean the amount of the Senior Preferred Equity, if any, funded to the Owner by the Senior Preferred Equity Investors. “Shortfall” shall mean the amount the Owner is responsible to fund for: i) Ongoing Costs ii) the shortfall as needed to complete the Project so that the aggregate amount

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funded from the Preferred Equity and the Sponsor Members totals 27.5% of the total Project Costs under the Construction Loan and iii) the balance of the unfunded Preferred Invested Capital for commissions and the Minimum Quarterly Payments. “Sponsor Members” shall mean the Sponsor members in the Owner, consisting of 1000 S Michigan JK Oak LLC and 1000 South Michigan TEI Equities LLC. “Unreturned Preferred Invested Capital” shall mean the remaining Preferred Invested Capital that has not yet been distributed by the Owner to the Company.

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INVESTOR NOTICES

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH SECURITIES LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY WILL BE OFFERED IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY RULE 506(b) OF REGULATION D OF THE ACT AND MAY ONLY BE OFFERED AND SOLD TO INVESTORS WHO MEET THE STANDARDS FOR INVESTMENT SET FORTH IN THIS PRIVATE PLACEMENT MEMORANDUM UNDER “SUITABILITY STANDARDS”. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND UNDER THE OPERATING AGREEMENT FOR THE CLASS A COMPANY. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE CLASS A MANAGER AS LEGAL OR TAX ADVICE. PROSPECTIVE INVESTORS ARE INVITED TO DISCUSS ALL ASPECTS OF THE TRANSACTION AND THE MATTERS DESCRIBED HEREIN WITH THE CLASS A MANAGER, BUT EACH INVESTOR MUST RELY UPON HIS OR HER OWN REPRESENTATIVES AND ADVISORS (INCLUDING HIS OR HER OWN LEGAL COUNSEL AND ACCOUNTANTS) AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING THEIR INVESTMENT. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM OR IN THE EXHIBITS HERETO OR DOCUMENTS REFERRED TO HEREIN WITH RESPECT TO THE TRANSACTIONS AND MATTERS DESCRIBED HEREIN, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON. THIS PRIVATE

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PLACEMENT MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF PERSONS INTERESTED IN THE PROPOSED MEMBERSHIP INTERESTS OFFERED HEREIN AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. IN CONNECTION WITH THE OFFERING AND SALE OF SUCH MEMBERSHIP INTERESTS, THE CLASS A MANAGER RESERVE THE RIGHT, IN THEIR SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART, OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN APPLIED FOR BY SUCH INVESTOR. AN INVESTMENT IN SUCH MEMBERSHIP INTERESTS WILL INVOLVE SUBSTANTIAL RISKS AND SHOULD BE CONSIDERED ONLY BY INVESTORS WHO HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENT AND CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS”. ANY REPRODUCTION OR DISTRIBUTION OF THIS PRIVATE PLACEMENT MEMORANDUM IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE CLASS A MANAGER, IS PROHIBITED. BY ACCEPTING THIS PRIVATE PLACEMENT MEMORANDUM, THE RECIPIENT AGREES TO RETURN THE SAME TO THE CLASS A MANAGER IF HE OR SHE REACHES A DECISION NOT TO MAKE AN INVESTMENT OR IF HIS OR HER SUBSCRIPTION IS REJECTED. THE CLASS A MANAGER HAS AGREED TO PROVIDE, PRIOR TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREIN, TO EACH PROSPECTIVE INVESTOR AND ANY OF THEIR REPRESENTATIVES THE OPPORTUNITY TO INSPECT ADDITIONAL DOCUMENTS AND TO INQUIRE OF, AND TO RECEIVE ANSWERS FROM, THE CLASS A MANAGER OR ANY PERSON ACTING ON THEIR BEHALF, CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING. EACH PROSPECTIVE INVESTOR MAY ALSO OBTAIN ANY ADDITIONAL INFORMATION FROM THE CLASS A MANAGER, TO THE EXTENT THEY POSSESS SUCH INFORMATION, OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF THE DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. HOWEVER, THE DESCRIPTION OF THE DOCUMENTS SUMMARIZED HEREIN IS INCOMPLETE AND MAY NOT BE RELIED UPON BY INVESTORS WITHOUT A COMPLETE READING OF ALL SUCH DOCUMENTS AND A FULL UNDERSTANDING OF THEIR CONTENTS. ALL DOCUMENTS RELATED TO THIS OFFERING WILL BE MADE AVAILABLE TO THE OFFEREE NAMED ABOVE AND/OR HIS OR HER ADVISOR(S) UPON REQUEST. THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO THE CLASS A COMPANY’S FUTURE PERFORMANCE. THESE STATEMENTS ARE BASED ON THE CLASS A MANAGER CURRENT EXPECTATIONS AND ASSUMPTIONS AND MAY BE AFFECTED BY SUBSEQUENT DEVELOPMENTS AND BUSINESS CONDITIONS, INCLUDING THOSE DISCUSSED UNDER “SOME RISK FACTORS TO CONSIDER”, THAT ARE NOT WITHIN THEIR CONTROL. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT SUCH FUTURE PERFORMANCE WILL NOT DIFFER MATERIALLY FROM THAT DESCRIBED HEREIN.

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THIS PRIVATE PLACEMENT MEMORANDUM CONTAINS FINANCIAL FORECASTS FOR THE PROJECT (INCLUDING TWO DIFFERENT SALES SCENARIOS). THESE FINANCIAL FORECASTS PRESENT THE CLASS A MANAGERS’ ESTIMATE OF THE EXPECTED OPERATING RESULTS FOR THE CLASS A COMPANY FOR THE FORECAST PERIOD. HOWEVER, DIFFERENCES BETWEEN THE FORECASTS AND ACTUAL RESULTS MAY OCCUR AND THE DIFFERENCES MAY BE MATERIAL. ANY PREDICTIONS AND REPRESENTATIONS, WRITTEN OR ORAL, WHICH DO NOT CONFORM TO THE FINANCIAL FORECASTS CONTAINED HEREIN, MAY NOT BE RELIED UPON.

IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.

THE SECURITIES ACT AND THE SECURITIES LAWS OF CERTAIN JURISDICTIONS GRANT PURCHASERS OF SECURITIES SOLD IN VIOLATION OF THE REGISTRATION OR QUALIFICATION PROVISIONS OF SUCH LAWS THE RIGHT TO RESCIND THEIR PURCHASE OF SUCH SECURITIES AND TO RECEIVE BACK THEIR CONSIDERATION PAID. THE CLASS A MANAGER BELIEVES THAT THE OFFERING DESCRIBED IN THIS MEMORANDUM IS NOT REQUIRED TO BE REGISTERED OR QUALIFIED. MANY OF THESE LAWS GRANTING THE RIGHT OF RESCISSION ALSO PROVIDE THAT SUITS FOR SUCH VIOLATIONS MUST BE BROUGHT WITHIN A SPECIFIED TIME, USUALLY ONE YEAR FROM DISCOVERY OF FACTS CONSTITUTING SUCH VIOLATION. SHOULD ANY INVESTOR INSTITUTE SUCH AN ACTION ON THE THEORY THAT THE OFFERING CONDUCTED AS DESCRIBED HEREIN WAS REQUIRED TO BE REGISTERED OR QUALIFIED, THE CLASS A MANAGER WILL CONTEND THAT THE CONTENTS OF THIS MEMORANDUM CONSTITUTED NOTICE OF THE FACTS CONSTITUTING SUCH VIOLATION.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH AN OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.

NEITHER THE INFORMATION CONTAINED HEREIN NOR ANY PRIOR, CONTEMPORANEOUS OR SUBSEQUENT COMMUNICATION SHOULD BE CONSTRUED BY YOU AS LEGAL OR TAX ADVICE. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISORS TO ASCERTAIN THE MERITS AND RISKS OF AN INVESTMENT IN UNITS BEFORE INVESTING.

TREASURY DEPARTMENT CIRCULAR 230 NOTICE. TO ENSURE COMPLIANCE WITH CIRCULAR 230, PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERENCED TO IN THIS MEMORANDUM IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY PROSPECTIVE INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE CODE; SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR

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MARKETING BY THE CLASS A COMPANY OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS MEMORANDUM; AND PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

NOTICE TO RESIDENTS OF ALL STATES: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUES AND TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED OR DETERMINED THE ACCURACY OF THE DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR FLORIDA RESIDENTS ONLY: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON AN EXEMPTION CONTAINED THEREIN. UNDER FLORIDA LAW, IF SECURITIES ARE SOLD TO FIVE OR MORE FLORIDA RESIDENTS, SUCH INVESTORS WILL HAVE A THREE DAY RIGHT OF RESCISSION. INVESTORS WHO HAVE EXECUTED A SUBSCRIPTION AGREEMENT MAY ELECT, WITHIN THREE BUSINESS DAYS AFTER THE FIRST TENDER OF CONSIDERATION THEREFORE, TO WITHDRAW THEIR SUBSCRIPTION AND RECEIVE A FULL REFUND OF ANY MONEY PAID BY THEM. SUCH WITHDRAWAL WILL BE WITHOUT ANY LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, THE WITHDRAWING INVESTOR MUST: (i) PROVIDE WRITTEN NOTICE TO FUND V INDICATING THE INVESTOR’S DESIRE TO WITHDRAW AND (ii) NOT BE A BANK, A TRUST FUND, A SAVINGS INSTITUTION, AN INSURANCE COMPANY, A DEALER, AN INVESTMENT COMPANY, A PENSION OR PROFIT-SHARING TRUST, OR A QUALIFIED INSTITUTIONAL BUYER. THE WRITTEN NOTICE MUST BE SENT AND POSTMARKED PRIOR TO THE END OF THE THIRD BUSINESS DAY AFTER THE FIRST TENDER OF CONSIDERATION FOR THE SECURITIES PURCHASED. NOTICE LETTERS SHOULD BE SENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND TO EVIDENCE THE TIME WHEN IT IS MAILED. ANY ORAL REQUESTS FOR RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR WRITTEN CONFIRMATION FROM FUND V THAT THE ORAL REQUEST WAS RECEIVED ON A TIMELY BASIS. FOR PENNSYLVANIA RESIDENTS:

EACH SUBSCRIBER WHO IS A PENNSYLVANIA RESIDENT HAS THE RIGHT TO CANCEL AND WITHDRAW HIS OR HER SUBSCRIPTION AND HIS OR HER PURCHASE OF SECURITIES

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THEREUNDER, UPON WRITTEN NOTICE TO FUND V GIVEN WITHIN TWO BUSINESS DAYS FOLLOWING THE RECEIPT BY FUND V OF HIS OR HER EXECUTED SUBSCRIPTION AGREEMENT. ANY LETTER OR TELEGRAM NOTICE SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF YOU MAKE THE REQUEST ORALLY, YOU SHOULD ASK FOR WRITTEN CONFIRMATION FROM FUND V THAT YOUR REQUEST HAS BEEN RECEIVED. UPON SUCH CANCELLATION OR WITHDRAWAL, THE SUBSCRIBER WILL HAVE NO OBLIGATION OR DUTY UNDER THE SUBSCRIPTION AGREEMENT TO FUND V OR ANY OTHER PERSON AND WILL BE ENTITLED TO THE FULL RETURN OF ANY AMOUNT PAID BY HIM OR HER, WITHOUT INTEREST. NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON.