Private Placement Memorandum Template 08

Private Placement Memorandum
2201 Dwight Partners, LLC
October 27, 2009

CityCentric Investments 5715 Claremont Avenue Oakland, CA 94618 p 510.420.6900 f 510.420.7060 www.citycentric.net

Private Placement Memorandum No. Offeree Name(s)
For the Personal Use of Offeree Only
CONFIDENTIAL
PRIVATE PLACEMENT MEMORANDUM
2201 DWIGHT PARTNERS, LLC

A California Limited Liability Company
70 Units – Total Offering $3,500,000
$50,000 per Unit
Minimum Purchase: 2 Units

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
70 Units of Limited Liability Company Interest - $3,500,000 Total

$50,000 per Unit
Minimum Offering Amount $2,300,000
CALIFORNIA INVESTORS ONLY
ACCREDITED INVESTORS ONLY
2201 DWIGHT PARTNERS, LLC, a California limited liability company, with its
principal place of business at 5715 Claremont Ave., Oakland, CA 94618 (the “Company”), is
hereby offering Units of limited liability company interest (the “Units”) at $50,000 per Unit.
The sole Manager of the Company (“Manager”) is CityCentric / Dwight and Fulton, LLC, a
California limited liability company. Unless a minimum of 46 Units offered hereby are sold and
the purchase price therefore is received by the Company before November 16, 2009 (the
“Minimum Funding Date”) or in the Company's discretion not later than December 15, 2009,
none of the Units will be sold and amounts received in consideration therefore will be promptly
refunded, without interest, and without deduction, and the offering will be terminated. Officers,
directors and employees of the Manager or its Affiliates may purchase Units pursuant to this
Offering to satisfy the Offering Amount.
The investment opportunity is based upon constructing apartments and holding them for
purposes of investment. The Company intends to acquire improved land at 2201 Dwight Way,
corner of Fulton St., Berkeley, CA, consisting of approximately 27,000 square feet of land
improved with an existing one-story brick building currently used as offices. The Company
intends to obtain City of Berkeley planning approvals and other necessary entitlements to
construct approximately 35 student oriented apartment units, including a “below market rate”
(“BMR”) component of at least 15% “very low income” units in order to best assure
development approval. The company expects to lease out and hold these apartment units for
long-term investment.
Prior to this offering there has been no public market for the Units and there is no
assurance that one will develop. The offering price for Units was determined by the Company
and is not the result of an independent analysis or valuation.
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED

PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR
UNDER THE SECURITIES ACTS OF CALIFORNIA OR OTHER STATES. THIS
OFFERING IS MADE UNDER RULE 147 (THE “INTRASTATE OFFERING
EXEMPTION”) AS ENACTED BY THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS WELL AS OTHER
EXEMPTIONS FROM REGISTRATION REQUIREMENTS. ALL OFFERS TO
i
PURCHASERS SHALL BE MADE WITHIN THE STATE OF CALIFORNIA, AND ALL
PURCHASERS SHALL RESIDE WITHIN THE STATE OF CALIFORNIA, UNLESS
OTHERWISE EXEMPT.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES

NOT PASS UPON THE MERITS OF NOR GIVE ITS APPROVAL TO ANY
SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS
UPON THE COMPLETENESS OF THE PRIVATE PLACEMENT MEMORANDUM OR
OTHER SELLING LITERATURE. THE COMMISSION HAS NOT MADE AN
INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED
HEREUNDER ARE EXEMPT FROM REGISTRATION.
THE INVESTMENT OFFERED HEREBY INVOLVES A CERTAIN AMOUNT

OF RISK. POTENTIAL PURCHASERS SHOULD NOT INVEST IN THESE
SECURITIES UNLESS THEY CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE “RISK FACTORS”. INVESTORS MUST MEET CERTAIN
SUITABILITY STANDARDS. SEE “INVESTOR SUITABILITY STANDARDS.”
THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN

OFFER TO BUY OR SELL ANY OF THE SECURITIES TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE OFFEREE

NAMED IN THE SPACE PROVIDED ON THE COVER HEREOF. DELIVERY OF
THIS MEMORANDUM TO ANYONE ELSE IS UNAUTHORIZED AND ANY TOTAL
OR PARTIAL REPRODUCTION OF THIS MEMORANDUM OR DIVULGENCE OF
ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY,
IS PROHIBITED. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, THE
OFFEREE NAMED HEREIN AGREES THAT IF SUCH OFFEREE ELECTS NOT TO
MAKE A PURCHASE OFFER OR THE PURCHASE OFFER IS REJECTED, SUCH
OFFEREE WILL RETURN THIS MEMORANDUM AND ALL DOCUMENTS
DELIVERED HEREWITH TO THE COMPANY.
THE COMPANY DOES NOT REPRESENT THAT A PUBLIC OR OTHER

MARKET WILL DEVELOP FOR THE UNITS. THE UNITS ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH
STATE LAWS PURSUANT TO REGISTRATION OR QUALIFICATION
THEREUNDER OR EXEMPTION THEREFROM. OFFEREES SHOULD ONLY
PROCEED ON THE ASSUMPTION THAT THEY WILL HAVE TO BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE UNITS FOR AN INDEFINITE
PERIOD OF TIME. SEE “RISK FACTORS.”
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PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF
THIS MEMORANDUM AS INVESTMENT, TAX OR LEGAL ADVICE. INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE
TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED,
IN MAKING AN INVESTMENT DECISION. THIS MEMORANDUM AND THE
EXHIBITS HERETO, AS WELL AS THE NATURE OF THE INVESTMENT, SHOULD
BE REVIEWED BY EACH PROSPECTIVE INVESTOR'S PROFESSIONAL
ADVISOR(S), IF ANY, THE INVESTOR'S TAX OR OTHER ADVISORS, OR THE
INVESTOR'S ACCOUNTANTS OR LEGAL COUNSEL.
NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WILL OR

MAY BE EMPLOYED IN THE OFFERING OF THE UNITS EXCEPT FOR THIS
MEMORANDUM (INCLUDING AMENDMENTS AND SUPPLEMENTS) AND
STATEMENTS CONTAINED OR DOCUMENTS SUMMARIZED HEREIN. NO
PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS MEMORANDUM OR IN THE
EXHIBITS HERETO, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON.
EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS

OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF.
THE COMPANY UNDERTAKES TO MAKE AVAILABLE TO EVERY

INVESTOR, DURING THE COURSE OF THIS TRANSACTION AND PRIOR TO
SALE, THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS
FROM, THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE
OFFERING AND TO OBTAIN ANY APPROPRIATE ADDITIONAL INFORMATION
NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED
IN THIS MEMORANDUM. INQUIRIES SHOULD BE DIRECTED TO THE
COMPANY C/O ALI KASHANI OR MARK RHOADES AT (510) 420-6900, E-MAIL
[email protected] OR [email protected].
THIS MEMORANDUM CONTAINS CERTAIN INFORMATION ABOUT THE

COMPANY'S BUSINESS PROSPECTS AND PRO FORMA FINANCIAL
PROJECTIONS. THESE ARE ONLY PROSPECTS AND PROJECTIONS BASED
UPON THE ASSUMPTIONS SET FORTH IN THIS MEMORANDUM. PROJECTIONS
BY THEIR NATURE ARE UNRELIABLE PREDICTORS OF FUTURE
PERFORMANCE AND CANNOT BE RELIED UPON, AND THEY ARE BASED UPON
ASSUMPTIONS WHICH THEMSELVES ARE HIGHLY SPECULATIVE.
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FOR ALL NON-U.S. PERSONS: IT IS THE RESPONSIBILITY OF ANY PERSON
WISHING TO PURCHASE THE UNITS TO SATISFY ITSELF AS TO FULL
OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE
UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING
OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR
OBSERVING ANY OTHER APPLICABLE FORMALITIES.
INVESTMENT ESCROW HOLDER: U. S. Bank National Association is acting

only as an escrow agent in connection with the offering of the interests described
herein, and has not endorsed, recommended or guaranteed the purchase, value
or repayment of such interests.
The date of this Private Placement Memorandum is October 27, 2009
Price to Proceeds to
Investors Company 1,2
Per minimum investment (1 Unit-fully paid in) $50,000 $50,000
Total maximum offering 70 Units-fully paid in) $3,500,000 $3,500,000
Total minimum offering (46 Units-fully paid in) $2,300,000 $2,300,000
1 The Manager may defer payment of all or part of the Acquisition Fee, as well as loan funds to the Company, to
provide funds necessary to acquire the Property. After accounting for the Acquisition Fee; the Company may pay
compensation to certain California licensed real estate brokers in connection with the sale of Units pursuant to
California Corporations Code § 25206, more specifically described in this Private Placement Memorandum.
2 Before deducting certain other expenses associated with the offering, including but not limited to legal,
accounting, organization costs, engineering and due diligence costs and other direct costs of forming the Company
and marketing the Units, as well as a contingency reserve (see “Use of Proceeds” and pro-forma financial materials
herein).
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TABLE OF CONTENTS
Page
SUMMARY OF OFFERING 1
PLAN OF DISTRIBUTION 4
INVESTOR SUITABILITY STANDARDS 5
MINIMUM INCOME AND NET WORTH FOR ACCREDITED INVESTORS ...................................... 5
ABILITY TO ACCEPT LIMITATIONS ON TRANSFERABILITY ...................................................... 6
OTHER REQUIREMENTS ............................................................................................................. 6
RISK FACTORS 7
RISK ASSOCIATED WITH OPERATING HISTORY ....................................................................... 7
LIMITED CAPITALIZATION; FURTHER BORROWING ................................................................ 7
LIMITED INCOME; FIXED EXPENSES ......................................................................................... 7
RISKS OF THE DEVELOPMENT APPROVAL PROCESS ................................................................. 8
RISKS OF OWNING DEVELOPMENT PROPERTY ......................................................................... 8
RISKS RELATED TO FINANCING AND LEVERAGED INSTRUMENTS ........................................... 8
ENVIRONMENTAL RISKS ............................................................................................................ 9
RISKS OF RENT CONTROL........................................................................................................ 10
RELIANCE ON KEY PERSONNEL ............................................................................................... 10
SKILL OF MANAGEMENT .......................................................................................................... 10
CONCENTRATION OF CONTROL ............................................................................................... 10
REPAYMENT OF CERTAIN DISTRIBUTIONS .............................................................................. 11
CONTINGENT LIABILITIES OF KEY PERSONS .......................................................................... 11
COMPETITION WITH OTHER VENTURES OF THE MANAGER AND ITS MEMBERS ................... 11
AGREEMENT NOT AT ARMS’ LENGTH ..................................................................................... 12
NO MARKET FOR UNITS ........................................................................................................... 12
UNITS ELIGIBLE FOR FUTURE SALE ........................................................................................ 12
NO REGISTRATION UNDER SECURITIES ACT OF 1933 ............................................................ 13
ARBITRARY OFFERING PRICE ................................................................................................. 13
SUMMARY OF FEDERAL INCOME TAX RISKS .......................................................................... 13
RISK OF AUDIT ......................................................................................................................... 13
TAX CLASSIFICATION OF THE COMPANY ................................................................................ 13
UNRELATED BUSINESS TAXABLE INCOME .............................................................................. 14
USE OF PROCEEDS 15
BUSINESS OF THE COMPANY 18
BACKGROUND OF MANAGER ................................................................................................... 18
ORGANIZATION ........................................................................................................................ 18
INVESTMENT STRATEGY .......................................................................................................... 18
THE PROPERTY......................................................................................................................... 18
THE DEVELOPMENT PROJECT ................................................................................................. 19
BOND FINANCING FOR 2201 DWIGHT WAY ............................................................................ 20
ADDITIONAL MEMBERS OF PROJECT TEAM (SUBJECT TO MANAGER’S DISCRETION) .......... 20
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THE MARKET ........................................................................................................................... 21
BERKELEY POPULATION DEMOGRAPHICS, INCOME AND TRENDS ......................................... 21
CORE BAY AREA MULTI-FAMILY HOUSING MARKET ........................................................... 22
CORE BAY AREA MULTI-FAMILY HOUSING MARKET ........................................................... 23
OTHER PENDING DEVELOPMENTS........................................................................................... 23
ENTITLEMENTS (DEVELOPMENT APPROVALS) ....................................................................... 23
FINANCING ................................................................................................................................ 24
CONSTRUCTION AND COMPLETION ......................................................................................... 24
LEASE-UP AND MANAGEMENT ................................................................................................ 24
PROGRAM TIMING AND KEY FACTS ........................................................................................ 25
EXPECTED SECOND-ROUND OFFERING AND LIQUIDITY FEATURE ........................................ 25
ALLOCATIONS AND DISTRIBUTIONS 26
ADMISSION OF MEMBERS ........................................................................................................ 26
DISTRIBUTABLE CASH FROM OPERATIONS ............................................................................. 26
NET PROFITS AND NET LOSSES................................................................................................ 26
RESALE OR OTHER ASSIGNMENT OF UNITS ............................................................................ 26
MANAGEMENT COMPENSATION 26
OPERATION OF THE COMPANY 27
OPERATION OF COMPANY PROPERTY ..................................................................................... 27
RESERVES ................................................................................................................................. 28
CLOSED-END, SELF-LIQUIDATING COMPANY ........................................................................ 28
MEETINGS OF MEMBERS AND VOTING RIGHTS ...................................................................... 28
OPERATING BUDGET OF COMPANY AND MANAGER ............................................................... 28
ACCOUNTING MATTERS............................................................................................................ 28
REPORTS TO MEMBERS ............................................................................................................ 28
DISTRIBUTIONS ......................................................................................................................... 29
RIGHTS OF MEMBERS .............................................................................................................. 29
CONFLICTS OF INTEREST ......................................................................................................... 29
COMPETITION WITH OTHER VENTURES OF MANAGER OR MEMBERS .................................. 29
AGREEMENT NOT AT ARM'S LENGTH ..................................................................................... 29
NO SEPARATE COUNSEL .......................................................................................................... 29
COMPENSATION OF COUNSEL .................................................................................................. 30
MANAGEMENT 31
EXECUTIVE OFFICERS AND KEY PERSONNEL ......................................................................... 31
BACKGROUND AND EXPERIENCE ............................................................................................. 31
THE CITYCENTRIC TEAM: FOCUS AND MISSION ................................................................... 33
FIDUCIARY RESPONSIBILITIES OF THE MANAGER .................................................................. 34
LIMITATION ON INDEMNITY .................................................................................................... 34
LEGAL ....................................................................................................................................... 35
ACCOUNTING ............................................................................................................................ 35
PROJECT EXPERIENCE ............................................................................................................. 35
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FEDERAL INCOME TAX DISCUSSION 39
TAX CONSEQUENCES REGARDING THE COMPANY ................................................................. 40
DEDUCTIBILITY, CAPITALIZATION AND/OR AMORTIZATION OF INTEREST AND START-UP
EXPENSES.................................................................................................................................. 48
ORGANIZATION AND SYNDICATION EXPENSES ....................................................................... 48
DEPRECIATION AND COST RECOVERY .................................................................................... 48
TAX-EXEMPT USE PROPERTY.................................................................................................. 49
INVESTMENT BY QUALIFIED PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS .................. 50
GENERAL CONSIDERATIONS .................................................................................................... 51
TAX SHELTER REGISTRATION AND INVESTOR LISTS ............................................................. 53
STATE AND LOCAL TAXES ....................................................................................................... 53
UNITED STATES INCOME TAX CONSIDERATIONS FOR FOREIGN INVESTORS ........................ 53
QUALIFIED PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS – ADDITIONAL TAX ISSUES . 53
EXHIBITS
OPERATING AGREEMENT OF 2201 DWIGHT PARTNERS, LLC ...................Exhibit A

SUBSCRIPTION PACKAGE.......................................................................................Exhibit B
SUPPLEMENTAL MATERIALS: Financial Projections ......................................Exhibit C-1
SUPPLEMENTAL MATERIALS: Conceptual Architectural Diagrams .............Exhibit C-2
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SUMMARY OF OFFERING
The following is a summary of certain information contained elsewhere in this Private

Placement Memorandum. Reference is made to, and this Summary is qualified in its entirety by,
the more detailed information appearing elsewhere in this Private Placement Memorandum,
together with the exhibits thereto.
The Company: 2201 DWIGHT PARTNERS, LLC was formed in 2009 under
California law. Its sole Manager is CityCentric/ Dwight and Fulton,
LLC, a California limited liability company, whose manager is Ali
Kashani and whose interests are owned by Ali Kashani, Mark Rhoades
and Ali Eslami.
Securities Offered: The securities offered hereby are 70 Units of limited liability company
interest at a total sale price of $50,000 per Unit.
Securities Escrow A securities escrow account has been established with U.S. Bank Trust
Account: at One California St., Ste. 2100, San Francisco, CA 94111 and all
investor funds will be placed in this account until 46 Units have been
sold (Minimum Offering Amount). If the Minimum Offering Amount
is not attained by November 16, 2009 (or, if extended by the Manager,
no later than December 20, 2009) all investor funds will be returned to
investors, without interest. The Manager may loan funds without
interest to attain the equivalent of the Minimum Offering Amount, in
order to facilitate the timely purchase of the Property. However, the
Manager’s loan will be deemed converted to Unit ownership if such
Units are not sold by the Offering Termination Date, December 20,
2009.
Rights and The Units have equal rights and preferences. All issued Units are
Preferences: voting Units. The Company has one class of Units.
Offering Price: Three Million Five Hundred Thousand Dollars($3,500,000) based upon
sale of 70 Units at Fifty Thousand Dollars ($50,000) per Unit
Minimum Two Units ($100,000).

Investment:
Fractional Units The Company may in its sole discretion, sell fractional Units to a
and Fee limited number of investors in order to accomplish an orderly
Deferment: conclusion of this Offering. The Manager may defer payment of all or
any part of its Acquisition Fee in the form of a loan to the Company in
order to facilitate the purchase of the Property provided that the
Minimum Offering Amount (including funds loaned by the Manager) is
raised.
1
Use of Proceeds: The net proceeds of this Offering, together with a $1,900,000 purchase
money loan from one of two banks now under negotiation, will be used
to purchase an improved 27,000 square foot parcel (the Property”)
located at 2201 Dwight Way, Berkeley, CA. Site improvements consist
of a seismically upgraded and ADA compliant older brick building
used as offices. The Company intends to preserve the exterior brick
walls and, after conducting a second offering to raise additional equity,
to redevelop the site to accommodate 33 or more apartment units in a
new medium-rise building. Over 15% of the total dwelling units are
expected to be below market rate (“BMR”) units under California law,
which under current law will streamline the project approval and
entitlement process. The completed project will be leased out and held
for long term investment. Investor funds will be used primarily for
acquisition of the Property, for costs associated with the project
approval and entitlement process (including but not limited to City of
Berkeley application fees and costs of experts and consultants
associated with the development approval process) and ordinary and
typical costs of holding real property (principal and interest, taxes,
insurance, legal/accounting and other professional fees) and for
compensation of the Manager as described herein and in the
Management Agreement. The Company intends to hold the Property
for long-term investment. There will not be material cash distributions
to investors from real estate operations before stabilized leasing is
achieved.
In order to construct the planned new apartments, the Company must

raise a second round of equity capital, which the Manager presently
expects to do through a vehicle similar to this offering. In addition to
the increased cash equity and as part of the second-round offering, the
Manager expects to offer a partial liquidity feature for the original
investors. The liquidity feature will be conditioned upon: (i) the
attainment of development entitlements from the city of Berkeley on
materially the same terms as proposed by the company; (ii) an MAI
appraisal for the Property post-entitlement which will support pricing of
the second-round offering Units adequate for these purposes; and (iii)
no more than 49% of the aggregate interests in Net Profits of the
Company may be transferred (a tax requirement). Members tendering
their Units for redemption under those conditions will agree to accept
an eight percent per annum (8%) simple return on their investments
from date of acceptance to date of payment.
Suitability Only investors who satisfy certain suitability standards (“Accredited

Standards: Investors”) may purchase the Units offered hereby (See “Investor
Suitability Standards”).
2
Offering Unless the Company receives and accepts subscriptions for 46 Units
Termination Date: by November 16, 2009 (the “Minimum Funding Date”), or to a date
not later than December 15, 2009 if extended by the Manager, no
investor funds will be accepted. No Units will be sold in any event
after December 15, 2009 (the “Offering Termination Date”).
Risk Factors: The Units offered hereby are a speculative investment. Investors
should consider the risk factors described in this Private Placement
Memorandum (See “Risk Factors”).
Lack of Liquidity: An investment in the Units should be treated as a long-term

investment. Although the Manager presently plans to offer a partial
liquidity feature through the second planned offering when
development approvals are obtained, this plan is necessarily contingent
upon a number of factors and there can be no assurance that a holder
of Units will be able to sell, transfer or otherwise dispose of his or her
Units to the Company or to other parties (See “Risk Factors”).
Glossary: A Glossary of certain terms used in this Private Placement

Memorandum is contained at Article 1 of the Company’s Operating
Agreement.
3
PLAN OF DISTRIBUTION
The Units offered hereby are being offered by the Company to “Accredited Investors”
under federal and California securities (see “Investor Suitability Standards”). Certain officers
and directors of the Manager may offer and sell Units themselves in reliance upon exemptions
from federal and state registration as broker-dealers. In addition, certain California licensed real
estate brokers will sell Units in reliance upon the exemption from broker dealer requirements
contained in California Corporations Code § 25206 in relation to certain offerings of California
real property. None of the Units will be sold unless offers to purchase at least 46 Units
(including equivalent cash from any loan by the Manager), together with the initial installments
of the Unit purchase price and a properly completed subscription agreement therefore (in the
form contained in this Private Placement Memorandum) are timely received. If all Units are not
sold and the proceeds in cash therefrom are not received by the Minimum Funding Date of
November 16, 2009 (including any permissible extension thereof to and including December 20,
2009 the principal amount of all subscriptions to date, without interest, will be returned to
investors as soon as practicable and the offering will terminate. Such tendered funds will be held
in an Escrow account with U.S. Bank Trust, One California St., Ste. 2100, San Francisco, CA
94111. CA. The securities sold hereby are Units of limited liability company interest, fully paid-
up and entitled to all rights and privileges of participation, information, voting and dividends,
and other privileges, without limitation, as other Units of the Company.
The Company specifically makes no representation of any intent to register its Units for
public trading. Investors should assume that this investment will be illiquid over the life of the
Company. In its sole discretion, the Company may sell fractional Units to a limited number of
investors meeting the investor suitability standards, in order to provide for orderly closure of the
offering.
Payment of initial compensation to the Manager and to California real estate brokers who
have assisted in the sale of Units (Organization Fee, reimbursement of Company expenses) may
be deferred if necessary to permit proceeds from sale of Units to be used entirely for purchase of
the Property.
Directors and executive officers of the Manager, as well as Affiliates of the Manager,
may purchase Units pursuant to the Offering.
The purchase price of each Unit is $50,000. The minimum purchase by an investor is
two Units. The Company reserves the right, in its sole discretion, to reject any subscription in
whole or in part. The Manager of the company may, in its sole and absolute discretion, sell
fractional Units to provide for an orderly close of the Offering.
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INVESTOR SUITABILITY STANDARDS
THE PURCHASE OF UNITS INVOLVES CERTAIN RISKS AND IS NOT A SUITABLE

INVESTMENT FOR ALL POTENTIAL INVESTORS. SEE “RISK FACTORS.” THE UNITS WILL BE
SOLD ONLY TO PERSONS WHO MEET THE FOLLOWING SUITABILITY STANDARDS:
Minimum Income and Net Worth for Accredited Investors
The Company may sell Units to persons who qualify as “Accredited Investors,” defined
by Regulation D promulgated under the Securities Act of 1933 as follows:
An Accredited Investor must satisfy the relevant definitions under Rule 501(a) of the Act
and the relevant definitions of “excluded purchasers” or “accredited investors” under California
securities laws. Generally, for an investor to be treated as an Accredited Investor, the person
must meet at least one of the following standards:
1. Any private business development Company as defined in section 202(a)(22) of

the Investment Advisers Act of 1940;
2. Any organization described in Section 501(c)(3) of the Internal Revenue Code,

corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets in
excess of $5,000,000;
3. Any director, executive officer, or Manager of the issuer of the securities being
offered or sold, or any director, executive, officer or Manager of that issuer;
4. Any natural person whose individual net worth or joint net worth with that
person's spouse, at the time of his purchase exceeds $1,000,000;
5. Any natural person who had an individual income in excess of $200,000 in each
of the two most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year;
6. Any trust, with total assets in excess of $5,000,000 not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as defined in Rule 506(b)(2)(ii) of Regulation D under the
Securities Act of 1999;
7. Any entity in which all of the equity owners are accredited investors; and
8. The investor is an Employee Benefit Plan within the meaning of the Employee
Retirement Security Act of 1974 in which the investment decision is made by a
plan fiduciary (as defined in Section 3(21) of such Act), which is either a bank,
savings and loan association, insurance company or registered advisor; or the
5
Employee Benefit Plan has total assets in excess of $5,000,000, or it is a self-
directed plan in which investment decisions are made solely by persons who are
accredited investors.
Ability to Accept Limitations on Transferability
Holders of Units may not be able to liquidate their investment in the event of an
emergency or for any other reason because there is not now any public market for the Units and
at this time there can be no assurance that one will develop.
Other Requirements
THE FOREGOING SUITABILITY STANDARDS REPRESENT MINIMUM

REQUIREMENTS, AND NEITHER THE SATISFACTION OF SUCH STANDARDS BY A
PROSPECTIVE INVESTOR NOR THE ACCEPTANCE BY THE COMPANY OF A
PROSPECTIVE INVESTOR'S SUBSCRIPTION NECESSARILY MEANS THAT THE UNITS
ARE A SUITABLE INVESTMENT FOR THE INVESTOR. THE FINAL DETERMINATION
AS TO THE SUITABILITY OF AN INVESTMENT IN THE COMPANY CAN BE MADE
ONLY BY A PROSPECTIVE INVESTOR AND HIS OR HER ADVISORS, IF ANY.
An investor will be required to represent in the Subscription Agreement, which is

included within Exhibit “B”, that he or she satisfies the investor suitability standards above. The
suitability for any particular investor of a purchase of Units will depend upon, among other
things, such investor's investment objectives and ability to accept highly speculative risks,
including the risk of total loss.
The Company has the right, in its sole judgment and discretion and at any time, to refuse
any subscription for Units, in whole or in part, for any reason by written notice of such rejection
accompanied by the return of any subscription funds deposited by such prospective investor
without interest and without deduction.
6
RISK FACTORS
PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS SHOULD

CAREFULLY CONSIDER, ALONG WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS
PRIVATE PLACEMENT MEMORANDUM, THE FOLLOWING RISK FACTORS ATTENDANT TO THAT
INVESTMENT, AND SHOULD CONSULT WITH THEIR OWN LEGAL AND FINANCIAL ADVISORS WITH
RESPECT THERETO:
Risk Associated With Operating History
The Company was formed in 2009 to purchase, develop, hold and manage certain
improved real property in Berkeley, CA. The Business will require additional capital to be
realized from a second-round private placement offering, construction financing and permanent
financing in order to support projected development and management costs in future years. The
Company has no operating history.
Limited Capitalization; Further Borrowing
Although the Company has made a good faith effort to provide for reasonably anticipated
problems and expenses in the development of its business plan, there remains a risk that
occurrences neither foreseen nor foreseeable could seriously increase the Company's need for
capital. This may result from (for instance) unforeseen difficulties in obtaining planning
approvals and other entitlements from the City of Berkeley, public agency charges not presently
envisioned, overruns in construction costs, difficulties in raising a projected second round of
equity capital, unforeseen difficulties in lease-up or lease rates, or uninsured risks. There is no
assessment provision in the Company’s Operating Agreement to provide for those eventualities,
and the burden of such events would require either additional borrowing by the Company or the
raising of additional equity or debt capital, possibly on unfavorable terms. Despite the fact that
the Property is expected to derive lease revenue upon completion of the apartments, the
Company may still not have revenues available nor be able to raise additional capital through
additional offerings or borrowings, and therefore may not be able to complete implementation of
its business plan. All real estate development activity is to one or another extent speculative and
subject to market fluctuation, although apartment development in the core Bay Area historically
less so due to the excess of demand over supply and the strength of the local Berkeley economy.
Limited Income; Fixed Expenses
Operating expenses and payments of the Company must be met in all events. These
include, but are not limited to, loan principal and interest, real property taxes, insurance, utilities
(to a limited extent), payments to outside professionals such as CPA’s and lawyers and
compensation to the Manager under the terms of the Company’s Operating Agreement and
Management Agreement. Control of expenses will rest with the Manager of the Company. The
Company’s income will be limited to revenues from apartment leasing of the Property. There is
no assurance that the Property can be leased as quickly as the Manager predicts. The Company
expects to have a limited supply of working capital. If the working capital is depleted, the
Company may be required to rely on borrowed funds or take other actions which could have an
7
adverse affect on the Company's operations. Macroeconomic factors affecting the Company and
the value and marketability of its real estate include the health of the national, state and regional
economies and the cost and availability of future financing. There can be no assurance that these
factors will move positively for the company and its investors.
Risks of the Development Approval Process
The Manager believes that the long experience and demonstrated skill of its personnel in
navigating the development requirements of Berkeley is unique. At the same time, however,
such familiarity does not assure an outcome. The Manager has sought to eliminate most possible
objections to the project by incorporating a 15%-plus “very low income” element within the
apartments, but even this will not result in assured project approval. Any material delay in the
approval process may cause the project to become vulnerable to delay. Additionally, state law
allows voter initiatives to challenge development projects and lawsuits can occasionally do the
same. The Manager is unaware of such opposition at this time and believes that the project will
gain widespread approval because it addresses a recognized need in Berkeley. Still, there can be
no guarantee that opposition will not emerge.
Risks of Owning Development Property
The Company's future success will depend in part upon localized factors, including both
its ability to “position” its real property investment for profitable sale in the future and also
trends affecting the value of apartments in the San Francisco Bay Area and in Berkeley in
particular. The first factor is mainly a product of the marketing skills of the Manager in
representing the Property in the marketplace. The second factor is the product of the pace,
intensity and direction of multi-unit residential development in the core San Francisco Bay Area.
The Manager believes it likely that, particularly as the economic downturn ends, the trends will
favor the proposed project.
Specific to the Company, the development process includes a number of risk factors
wholly or largely outside the control of the Manager. These include but are not limited to severe
disruption in the financial industry, unavoidable cost overruns, the availability of qualified
contractors, subcontractors or suppliers, insolvency of such companies during the construction
process, other legal disputes with contractors, the availability of construction materials (the
aftermath of Hurricane Katrina being an excellent example), local or national strikes in the
construction trades or supply industries and the availability of fuel or other forms of energy.
Risks Related to Financing and Leveraged Instruments
Until 2008, an abundance of choices existed for owners of multi-unit properties seeking
to finance or refinance their assets. The economic calamity of 2008 eliminated many financing
sources and severely constricted most others. Construction financing has been particularly hard-
hit. The Manager is optimistic that construction and permanent financing can be found in this
case, largely because of the track record of newer apartment properties in Berkeley in recent
years, but also because the availability of financing is expected by many to again improve within
the next two years. However, there can be no assurance that this will occur. Unavailability of
8
construction financing will stall a project for an uncertain period of time, perhaps sapping its
reserves and making it less marketable for resale. Lack of permanent financing after completion
of construction will at some point subject the project to risk of foreclosure, when the construction
loan cannot be “taken out” (paid off). The cash flow expected to be generated by this vehicle
may not materialize if at time of completion tenant demand lessens or if (as some economists
contend will occur) high inflation with in the next few years drives interest rates up dramatically.
Loan costs, “points” and related charges all play roles in this calculus.
Certain other risks related to leveraged financing and property insurance should be noted.
Apartment loans carrying fixed rates typically mature in three to ten years in order to hedge the
rate risk to the lender. Such loans present the risks related to terms and availability of new
financing found in all “balloon payment” loans. On the other hand, loans with longer terms tend
to re-set their rates on a periodic basis according to a constant “spread” or margin over a variable
index. While caps and other limitations can be negotiated at a price, such loans still present the
risk that sudden increases in interest rates cannot be matched or offset by increases in rental
rates. Apart from these risks, there are also risks related to potential casualty losses. Under the
terms of the loan instruments secured against the property, an event causing significant damage
to the Property will trigger significant rights of the lender with respect to both the application of
casualty insurance proceeds and the terms under which the Property is repaired. In such cases,
the new or repaired structure could conceivably be worth less than the one damaged earlier, and
the length of time necessary to sort out the parties’ rights and to rebuild may in the end leave the
insured party effectively underinsured. While the Manager will attempt to find the best coverage
possible, such risks cannot be entirely avoided by the mere choice of insurer or terms of
coverage. Finally, while the Manager will do its utmost to avoid the Property being
underinsured, there is still the possibility that the Property could be underinsured for certain
events or (less likely) that a significant uninsured casualty could occur.
In connection with financing, the Manager points out that it intends to mitigate risk by
building on recent success in obtaining tax-exempt bond financing under similar circumstances
through the program of the California Debt Limit Allocation Committee. The Manager intends
to use this approach and its successful track record to obtain construction/permanent financing
for the Property
Environmental Risks
Prospective investors should understand that environmental issues in the development of

property are frequently found and that such factors frequently limit and occasionally prevent
altogether development which would otherwise be available and desirable. Federal and state
laws in this category are zealously enforced by various agencies and numerous “watchdog”
environmental groups are active.
The Manager has performed its due diligence investigation on the Property, but such
conditions as undetected underground tanks and hazardous chemicals in the soil from remote
owners may still occur, any of which may cost the Company substantial sums of money to
remediate, or perhaps worse, significant delay before a project can proceed. Additionally,
factors such as increased traffic, increased ambient light, construction noise or noise from
9
permanent occupancy, shadows from the new structure or the cumulative effect upon the
environment of a number of factors all fall within the definition of “environmental issues” which
can be raised either by members of the general public or by specific “stakeholder” groups during
the application and hearing process. Despite the Manager’s assessment that all known
eventualities have been anticipated and dealt with, there can be no absolute assurance that a new
concern will not be brought forth, with the result that the project may be delayed or become
unexpectedly expensive.
Risks of Rent Control
The City of Berkeley’s Rent Stabilization Ordinance (a rent control measure) does not
apply to any new rental housing constructed after 1980. Additionally, California law provides
“vacancy decontrol” protections for rental rates when tenants vacate their “rent-controlled” units.
However, the Company and its Members have no absolute protection against local attempts to
limit property owners’ rights in this or potentially other areas of concern.
Reliance on Key Personnel
The success of any venture is dependent upon the availability of skilled personnel, and
the appropriate management philosophy and personalities for each phase of development. Onsite
property management is a particularly important area which will require that the most
appropriate staff be recruited and hired. There can be no assurance that the Company will be
able to retain key people and continue to attract qualified personnel in the future. Lack of
qualified personnel could damage the Company’s ability to realize its goals under the business
plan.
Skill of Management
The success of the Company depends on the skills and abilities of several key principals
of the Manager, particularly Messrs. Ali Kashani, Mark Rhoades an Ali Eslami. If these
individuals were to cease to be involved with the Company for any reason (including, but not
limited to, death or termination of employment), the success of the Company would depend in
part on the ability of the Company to engage new people of at least equivalent skill. There is no
assurance that the Company will be able to replace any departed key employee or principal of
Manager.
Concentration of Control
Following the completion of this offering, the Manager will remain in absolute control of
the Company. The Manager, by and through its members, exercises virtually total control over
all aspects of the Company's business operations and procedures, save and except for a small
number of voting decisions requiring the assent of owners of a two-thirds majority of Units.
This means that purchasers of the Units will invest subject to the risks associated with not having
control of the Company.
10
The Manager of the Company has complete discretion concerning all aspects of the
Company, including almost complete control of business plans, project design, selection of
contractors, financing, hiring and firing of consultants or professional advisors and ongoing
business operations. The members of the Manager will continue to follow accepted business
procedures and use their best efforts to implement this business plan. However, they retain
complete discretion to modify this business plan or abandon it altogether, should business
conditions or opportunities dictate.
Further, there is the possibility that unexpected negative events concerning either the
Property or the economy in general would alter investment conditions to the extent that dilution
of existing investors is required in order to raise necessary capital. While the Manager has the
right to loan additional capital to the Company, the Manager may not be in a position to do so.
In such event, there can be no assurance that the current management team would remain in
place or that the Company's business plan would not materially change as a result of a shift in
control.
Repayment of Certain Distributions
Under the terms of the terms of the Beverly-Killea Limited Liability Company Act
(“LLC Act”), California Corporations Code Section 17000 and following, and in particular
Section 17355, a Member who receives the return of any part of his capital contribution even
though the return was given in compliance with the terms of the Operating Agreement and with
California law, may be required at a later time to pay back all or any part of the capital so
returned to the extent necessary to discharge the Company’s liability to creditors who had
extended credit to the Company prior to the return of capital contributions. A distribution to a
Member is deemed to be a return of his contribution under the LLC Act to the extent that it
reduces his share of the value of the Company’s net assets below the amount of his returned
contribution.
Contingent Liabilities of Key Persons
The members of the Manager will, in addition to their responsibilities to the Company,
have responsibilities to other investment programs and personal investments which may involve
loan obligations to lenders, guarantees of loans and other contractual commitments. If the assets
of the Company are insufficient to meet its obligations, creditors may look to the members of the
Manager to provide either performance or credit support. If the resources of these persons were
at any time inadequate to satisfy their creditors either in relation to this investment program or
another, the integrity and security of the Company’s position with its lender(s) may be
significantly compromised. There can be no assurance that events arising from an unrelated
covenant of Manager personnel would not damage the Company’s security or equity.
Competition with Other Ventures of the Manager and its Members
The Manager and its members own and/or sponsor other real estate investment properties
and programs. These activities may compete for the time and resources of the Manager’s
personnel. Additionally, certain of the properties may compete with the Property for tenants.
11
The Company will not have the legal right to compel the Manager’s personnel to allocate their
time in the Company’s favor, nor to forego opportunities for the sale of the Company’s interests.
Agreement Not at Arms’ Length
As described under “Compensation and Fees of the Manager and its Affiliates”, the
Manager will be paid certain fees and other compensation by the Company for services rendered
and to be rendered in the future to it. The magnitude of these fees and the time and manner of
their payment have been determined without the benefit of arms’-length bargaining. However,
in the opinion of the Manager, the fees and charges to be paid to the Manager and its Affiliates
under the circumstances presented are no less favorable than the charges which would be paid to
independent contractors under the same or similar circumstances in the San Francisco Bay Area.
No Market for Units
There is presently no market for the Units and none is anticipated. There are substantial
restrictions upon the sale of Units. The Company’s exit strategy anticipates the ability to sell its
Property, but it may take longer to liquidate them than anticipated. There can be no absolute
assurance of the final liquidation date of the Company, nor a particular date upon which
investments will be returned.
Units Eligible for Future Sale
The Units offered hereby are “restricted securities” as that term is used in the Securities
Act of 1933, as amended (the “Act”). Such Units of stock are not eligible for sale to the public
unless registered under the Act (and applicable state securities laws) or if sold in accordance with
Rule 144 under the Act or pursuant to another exemption from registration. In general, under
Rule 144, a person (or person whose securities holdings are required to be aggregated) who has
beneficially owned such securities for at least one year, including a person who may be deemed
an affiliate of the Company as the term “affiliate” is defined under Rule 144, is entitled to sell
restricted securities. An “affiliate” may sell within any three-month period a number of Units
that does not exceed the greater of one percent of the then outstanding Units of the same class of
securities during the four calendar weeks preceding such sale. A person (or persons whose Units
are aggregated) who is not deemed an “affiliate” of the Company (and has not been such for at
least three months prior to the sale) and who has beneficially owned Units for at least one year is
entitled to sell Units under Rule 144 without regard to the volume limitations described above.
Prior to this offering there has been no established market for the securities of the
Company, and no prediction can be made as to the effect, if any, that market sales of Units or the
availability of Units for sale will have on the market price prevailing from time to time.
Nevertheless, sales of substantial amounts of Units of the Company in the marketplace or
otherwise could adversely affect prevailing market prices of the Units, including the prices of the
Units offered hereby.
12
No Registration under Securities Act of 1933
This offering has not been registered under the Act. The Company is relying on certain
exemptions from federal securities laws in making this offering. There is no assurance that the
offering presently qualifies or will continue to qualify for the exemptions upon which the
Company relies due to, among other things, the adequacy of disclosure and the manner of
distribution or change in any securities law regulation governing this offering which is
retroactive in its effect. If and to the extent that claims or suits for rescission are brought and
successfully prosecuted for failure to register this offering or for acts or omissions constituting
offenses under the federal securities laws or securities laws of any state, both the capital and
assets of the Company could be adversely affected, jeopardizing the ability of the Company to
operate successfully. Further, the capital of the Company could be adversely affected by its need
to defend an action by enforcement authorities of the federal or state securities agencies, even if
the Company is ultimately exonerated.
Arbitrary Offering Price
The offering price of $50,000 per Unit and the number of Units offered hereby have been
determined arbitrarily by the Company. No independent opinion or other appraisal has been
obtained in the determination of the value of the Company or offering price.
Summary of Federal Income Tax Risks
There are substantial risks associated with the federal income tax aspects of investment in
the Company. This Memorandum (see "Tax Consequences") is not intended as a substitute for
careful tax planning, particularly since the income tax consequences of an investment in the
Company are complex and certain of them (including the implications of newly-enacted tax
legislation and of proposals for further legislative and administrative tax changes) will not be the
same for all taxpayers. THE COMPANY HAS NOT OBTAINED A LEGAL OPINION
CONCERNING THE TAX IMPLICATIONS OF AN INVESTMENT IN THE COMPANY.
Accordingly, prospective purchasers of Units are strongly urged to consult their tax advisors as to
their own tax situation prior to investment in the Company. The cost of such consultation could,
depending on the amount thereof, materially increase the cost of investment in the Company and
decrease any anticipated yield on the investment.
Risk of Audit
The Company's federal information returns may be audited by the IRS. Such audit may
result in the challenge and disallowance of some of the deductions or increase in the taxable
income described in such returns. No assurance or warranty of any kind can be made with
respect to the deductibility or taxability of any such items in the event of either an audit or any
litigation resulting from an audit.
Tax Classification of the Company
The Manager intends for the Company to be taxed as a partnership for federal income tax
purposes. If the Company were to be treated for tax purposes as a corporation, the tax benefits
13
associated with an investment in the Company, if any, would not be available to the Members.
The Company would, among other things, pay income tax on its earnings in the same manner
and at the same rate as a corporation, and losses, if any, would not be passed through to, and
deductible by, the Members. See "FEDERAL INCOME TAX DISCUSSION - Tax
Consequences Regarding Company - Status as Partnership."
Unrelated Business Taxable Income
The Property is improved with a commercial building and in the future is intended to be
improved with apartments which will in all cases be rented out, producing rental income. The
Company may, particularly when operating apartments, generate unrelated business taxable
income at a material level. Such unrelated business taxable income could have an adverse tax
effect upon IRA’s Keoghs, SEP plans and other tax-exempt entities. Local economic conditions
could potentially change in ways which are not presently foreseen, accelerating and increasing
the amount of rental income to the Company. Tax-exempt entities are strongly advised to
consult with their own tax experts regarding potential issues affecting them. See “FEDERAL
INCOME TAX DISCUSSION – Investment By Qualified Plans and Individual Retirement
Accounts – Unrelated Business Taxable Income.”
14
USE OF PROCEEDS
The table below should be read together with the Statements of Projected Income and
Cash Flow on the following page. The table below presents results as of the Offering
Termination date, and represents the Company’s best estimate of the use of proceeds from this
offering if all Seventy (70) Units are sold and alternatively if the minimum of forty-six (46)
Units are sold.
ESTIMATED SOURCES AND USES OF PROCEEDS

AS OF OFFERING TERMINATION DATE
42 Units Sold 46 Units Sold

I. PRE-CONSTRUCTION
PHASE:
Dollar Percentage Dollar Percentage
Sources
Amount of Proceeds Amount of Proceeds
Proceeds - Initial Investments 2,144,566 51% 2,273,403 54%

Deferred Manager's Fee 128,837 3%
Land Acquisition Loan 1,900,000 45% 1,900,000 45%
Office Rental Income from
Manager 52,500 1% 52,500 1%
Total Sources of Funds

4,225,903 100% 4,225,903 100%
Phase I
Uses
Property Purchase Price 2,800,000 66% 2,800,000 66%

Offering + Origination Expenses 86,000 2% 86,000 2%
Acquisition-related Expenses 70,000 2% 70,000 2%
Interest and Operating Reserves
(3 Yrs) 617,812 15% 617,812 15%
Manager's Acquisition Fee 56,000 1% 56,000 1%
Entitlements Costs 338,417 8% 338,417 8%
Manager's Fee for Entitlements 257,674 6% 257,674 6%
Total Uses of Funds Phase I 4,225,903 100% 4,225,903 100%
These financial projections are not promises or representations of particular economic returns, but are merely
Manager’s estimates of reasonable economic outcomes based upon information known at the date of the offering.
15

II. CONSTRUCTION /
PERMANENT PHASE
Sources
Proceeds - Balance of
1,078,366 7% 1,245,854 7%
Maximum Offering
Deferred Manager's Fees 167,488 1% 1%
Third Party Office Rental Income 0% 0%
Construction/Perm Loan 13,662,014 92% 13,662,014 92%
Total Sources of Funds

14,907,869 100% 14,907,869 100%
Phase II
Uses
Secure Building Permits 482,122 3% 482,122 3%

Architectural & Engineering,
295,596 2% 295,596 2%
Legal
Hard Construction Costs 8,456,933 57% 8,456,933 57%
Financing Costs 1,117,016 7% 1,117,016 7%
Impact Fees, Utility Fees,
707,292 5% 707,292 5%
Permits
Manager's Fees 334,976 2% 334,976 2%
Hard and Soft Contingencies 906,096 6% 906,096 6%
5% Preferred Returns + 8%
707,838 5% 707,838 5%
Redemptions
Pay off Land Loan 1,900,000 13% 1,900,000 13%
Total Uses of Funds Phase II 14,907,869 100% 14,907,869 100%
16
Summary of Sources and Uses

Sources
Proceeds - Maximum Offering 3,222,932 19% 3,519,257 20%

Deferred Manager's Fee 296,325 2%
Office Rental Income 52,500 0% 52,500 0%
Construction/Permanent Tax-
13,662,014 79% 13,662,014 79%
Exempt Bond Loan
Total Sources of Funds 17,233,772 100% 17,233,772 100%
Property Purchase Price 2,800,000 16% 2,800,000 16%

Offering + Origination Expenses 86,000 0% 86,000 0%
Acquisition-related Expenses 70,000 0% 70,000 0%
Interest and Operating Reserves
617,812 4% 617,812 4%
(3 Yrs)
Manager's Acquisition Fee 56,000 0% 56,000 0%
Entitlements Costs 338,417 2% 338,417 2%
Manager's Fee for Entitlements 257,674 1% 257,674 1%
Secure Building Permits 482,122 3% 482,122 3%
Architectural & Engineering,
295,596 2% 295,596 2%
Legal
Hard Construction Costs 8,456,933 49% 8,456,933 49%
Financing Costs 1,117,016 6% 1,117,016 6%
Impact Fees, Utility Fees,
707,292 4% 707,292 4%
Permits
Manager's Fees 334,976 2% 334,976 2%
Hard and Soft Contingencies 906,096 5% 906,096 5%
5% Preferred Returns + 8%
707,838 4% 707,838 4%
Redemptions
Total Uses of Funds 17,233,772 100% 17,233,772 100%
17
BUSINESS OF THE COMPANY
Background of Manager
CityCentric/ Dwight and Fulton, LLC, a California limited liability company, organized
in 2009, is the sole Manager of the Company (“Manager’). The members of Manager are Ali
Kashani (manager), Mark Rhoades and Ali Eslami.
Organization
The Company is a limited liability company organized under California law. As

organized, the Company provides the “pass-through” tax attribute characteristics of a
partnership, while limiting the liability exposure of investors to the amounts invested in the same
manner as a corporation. Effectively all management decisions and operational control of the
Company are vested in the Manager (see section entitled “Management”). The Manager will be
compensated through a Management Contract with the Company (see section entitled
“Management Compensation”).
Investment Strategy
The overall investment objective is to acquire the Property, obtain development approvals
from the City of Berkeley and construct 33 or more apartment units in a five-story structure
which will be held for long-term investment. It is anticipated that over 15% of the apartments
will meet the criteria for the category of “below market rate” housing (“BMR”) termed “very
low income.” The Property is presently vacant, but will be marketed for lease for commercial
purposes with the intention of keeping it leased during the development approval process.
The Property
The Property consists of approximately 27,000 square feet of land improved with a one-
story brick structure of approximately 20,000 square feet, located at 2201 Dwight Way,
Berkeley, corner of Fulton St (Alameda County APN # 055-1889-014). The parcel is under
written purchase agreement between the sellers, Sklar and Weinstein, and three members of the
Manager, Ali Kashani, Mark Rhoades and Ali Eslami. These individuals will assign their
contract rights to the Company prior to the scheduled closing date.
The total purchase price of the Property is Two Million Eight Hundred Thousand Dollars
($2,800,000), all cash at closing. The Property will be conveyed free and clear of all
encumbrances or title defects of record with the exception of the normal continuing lien of real
property taxes. The remainder of the purchase price will be financed by a purchase-money first
loan made by a bank to the Company, now under negotiation. The principal amount of the loan
is expected to be approximately $1,900,000 for a term of approximately five years, at a
competitive rate of interest (approximately 6½%), with two points payable as loan charges
(“points”) and a holdback equaling approximately three years of interest and operating reserves.
The remainder of the loan proceeds in excess of the sums necessary to close escrow and for loan
costs and holdbacks will be kept in the Company’s reserves for application in accordance with
18
the table of Uses of Proceeds set forth earlier. The escrow holder for the real estate purchase is
Old Republic Title Co., San Rafael, CA. Under the terms of the purchase agreement, the
contract buyers advanced a $50,000 initial deposit, which was released to the sellers as “non-
refundable” and representing “liquidated damages” in the event that the purchasers fail to close
escrow without legal justification. The purchase contract provides that closing costs will be
shared as follows: escrow costs and City of Berkeley transfer taxes are split 50-50; the seller
pays recording costs and documentary transfer tax; the buyers will pay for their policy of title
insurance and all desired endorsements; and all other closing costs are to be split according to
local custom and practice. The Property will be purchased “as-is.” The Manager’s
investigations and due diligence on the Property have enabled it to conclude that it was
appropriate to waive inspection contingencies. The Manager obtained a JCP Report reflecting all
known databases of disclosable information, and the JCP Report disclosed no materially negative
information concerning the Property. The purchase contract specifies a November 22, 2009
closing date. The entire brokerage commission will be paid from sellers’ funds to Colliers
International.
The Development Project
The proposed project is a 33 or more unit student-oriented rental housing project

consisting of six 2-Bedroom / 2 Baths, two 3-Bedroom / 2 Baths and twenty-five 4-Bedroom / 3
Bath units for a total of 118 bedrooms at 2201 Dwight Way at Fulton Street. The project is
ideally located just four blocks south of the University of California at Berkeley and four blocks
from the heart of downtown Berkeley (including Berkeley City College and BART). 2201
Dwight Way provides a unique combination of extremely high demand coupled with a very high
barrier to market entry. This combination has created demand for rental units to far exceed the
current and foreseeable supply.
The site consists of an approximately 27,000 square foot lot with an existing 20,000+
square foot office building (including approx. 5,000 sq ft of mezzanine) and 28 parking spaces.
The proposal includes preservation of most of the existing building and the parking area. The
project’s key components include the following:
• 33 or more dwelling units (most with balconies) on five floors with a total of 118-126
bedrooms;
• approximately 37,000 square feet net rentable, @48,000 square feet gross floor area;
• Retention of 28 on-site parking spaces;
• High percentage of units with premium San Francisco Bay or Berkeley Hills/Campus
views;
• Sufficient below market rate units (currently five units) to meet the Berkeley Inclusionary
Requirement;
• High quality and context sensitive architectural design;
• Well designed on-site open spaces with panoramic Bay views; and
• An internal resident “village” that includes ample bicycle and personal item storage,
resident lounge with wi-fi, leasing office, and laundry facilities located around an inviting
and transparent entry atrium.
19
The final determination of the number of below market rate units required for the project will be
a product of the combined application of both California law and Berkeley ordinances in relation
to the design proposal for this project.
Bond Financing for 2201 Dwight Way
Tax-Exempt Bonds are an attractive financing source for developers because they
typically allow for larger loan amounts at lower interest rates than conventional loans. The
California Debt Limit Allocation Committee (“CDLAC”) administers the tax-exempt private
activity bond program, which has a maximum annual issuance amount based on a statutory per
capita dollar amount. The 2009 maximum issuance amount for California is $3,308,099,940.
There are several housing categories that qualify for CDLAC tax-exempt bond financing. The
Project at 2201 Dwight Way would be eligible under the Qualified Residential Rental Project
program. This program assists developers of multifamily rental housing in the acquisition and
construction of new units. The tax-exempt bonds lower the interest rate paid by developers and
the developers are in turn required to include a certain percentage of units for low and very low
income households, which is also required by the City of Berkeley and will be satisfied by
Manager’s designation of fifteen percent or more of project units for low and very low income
families and individuals.
Additional Members of Project Team (subject to Manager’s discretion)
Architect
Name: Mikiten Architecture
Contact Person: Erick Mikiten, AIA, Principal
Address: 2415 Fifth Street, Berkeley, CA 94710
Structural Engineer
Name: Yu/Strandberg
Contact Person: Peter Yu
Address: 410 12th Street, Suite 200, Oakland, CA 94607
LEED/Green Building
Name: KEMA Services
Contact Person: Elaine Hsieh
Address: 155 Grand Avenue, Suite 500, Oakland, CA, 94612
Mechanical/Electrical/Plumbing Engineers
Name: Guttman & Blaevoet
Contact Person: Mehran Khazra
Address: 2351 Powell Street, San Francisco, California, 94133
A general contractor has not been chosen at the date of this Private Placement
Memorandum.
20
The Market
The Manager believes that 2201 Dwight Way’s location near campus and the downtown
insure high market rents and occupancies insuring long-term stability in occupancy and cash
flow. Berkeley’s high barriers to market entry (entitlement process) insure that local housing
demand will continue to significantly outpace the development of new housing supply. Some
recent data to support this conclusion include:
• In 2008 the Berkeley apartment market continued to outperform most markets in the Bay
Area, reporting 99% to 100% occupancies for comparable properties built after 2000.
• The Class A core apartment product in Berkeley experienced 7% to 8% effective rent
growth in 2008 and is expected to outpace most Bay Area apartment markets over the
near term.
• There is a limited pipeline of development projects over the next several years,
particularly in the Southside and the Downtown and the Berkeley market is forecast to
remain one of the most fundamentally sound in the Bay Area.
• Strong enrollment figures over the next several years for UC Berkeley and Berkeley City
College will place upward pressure on rents and further constrain apartment occupancy in
Berkeley. The combined enrollment of both schools is 39,000 students with an
expectation of growth of more than 5,300 students by 2015. There are only 7,400 beds
provided by UC Berkeley.
• Apartments constructed after 2000 achieved sales premiums equivalent to 3.75% to
4.25% cap rates, some of the highest ever recorded for apartment sales outside San
Francisco.
Berkeley Population Demographics, Income and Trends
Berkeley has a well established land use pattern and is centrally located in the East Bay.
Berkeley is home to the University of California’s flagship campus. UC Berkeley has more than
30,000 students and provides more than 13,500 workers (+ 9,900 student employees).
Housing and population remained fairly constant in Berkeley over the last 30 years but
Berkeley experienced a significant increase in the number of jobs. In 1970, Berkeley had about
51,000 total jobs. Estimates for the number of jobs in Berkeley in 2000 vary between 70,000 and
77,000. This figure includes approximately 65,000 wage and salaried jobs and between 5,000
and 10,000 non-wage earning jobs and self-employed residents. The increasing number of jobs
and the fairly constant supply of housing have resulted in increased demand for the limited
housing and an increase in the number of people commuting into the city on a daily basis.
Current data for 2007 suggests an increase of 4.4% over the 2000 population (102,700 to
107,200). The population of Berkeley is aging, with a doubling of the 55-64 age groups from
1990 to 2007 both in size and as a proportion of the total population. The population of Berkeley
is also becoming wealthier. There was a 5.8% increase in the number of households earning
more than $100,000 per year between 2000 and 2007 (20.8% to 26.4%). At the same time
households earning less than $40,000 per year decreased by 5.7% (46.3% to 40.6%). Berkeley’s
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population is primarily white (63%). Asian, Native Hawaiian/Pacific Islanders make up 17% of
the population and Black or African-Americans comprise 11%.
Every seven years the State of California allocates housing growth targets for each region
of the state. The regional governing body then allocates those units to each local jurisdiction.
Because of Berkeley’s excellent transit access and projected job growth it was allocated a higher
proportion of housing development than cities such as Piedmont or Albany. Berkeley’s current
regional fair-share housing allocation for the time period of 2007 to 2014 is 2,431 units.
Berkeley Historical Population Age Distribution of Berkeley, 1990, 2000 and 2007
Growth: 1890-2007 % of Total % of Total % of Total % Change
Total Age (years) 1990 Pop. 2000 Pop. 2007 Pop. 1990 to 2007
Year Population % Change
1890 5,101 -
Under 15 years 12,405 12.1% 12,115 11.8% 11,036 10.3% -11.0%
1900 13,214 159.0% 15 to 24 years 25,317 24.6% 24,557 23.9% 28,816 26.9% 13.8%
1910 40,434 206.0% 25 to 34 years 19,433 18.9% 18,360 17.9% 14,127 13.2% -27.3%
1920 56,036 38.6% 35 to 44 years 17,580 17.1% 14,310 13.9% 14,295 13.3% -18.7%
1930 82,109 46.5%
45 to 54 years 10,439 10.2% 14,325 13.9% 13,823 12.9% 32.4%
1940 85,547 4.2%
1950 113,805 33.0% 55 to 64 years 6,298 6.1% 8,592 8.4% 13,093 12.2% 107.9%
1960 111,268 -2.2% 65 to 74 years 6,085 5.9% 4,993 4.9% 6,687 6.2% 9.9%
1970 116,716 4.9% 75+ years 5,167 5.0% 5,491 5.3% 5,391 5.0% 4.3%
1980 103,328 -11.5%
Total 102,724 100.0% 102,743 100.0% 107,268 100.0% 4.4%
1990 102,724 -0.6%
2000 102,743 0.0%
Source: U.S. Census, 1990 and 2000, ACS 3-year estimates 2005-2007
2005-2007 107,268 4.4%
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Core Bay Area Multi-Family Housing Market
As of 2007 the population of the Bay Area is approximately 7.1 million. It is the 12th
largest metropolitan area in the United States. The Berkeley-Oakland MSA has become the hub
of the region with a population of nearly 2.5 million. The population of the Bay Area is
projected to grow by an additional 1.2 million people by 2015.
The core Bay Area multi-family housing market remains one of the most robust in the
United States. The San Francisco Bay Area has long been recognized as the financial and
cultural center of the West. The Bay region is home to a knowledge-based economy that boasts
the world’s largest concentrations of technology and venture capital firms. The nine-county Bay
Area, with 4.4 million jobs and a population of 7 million residents, is the fifth largest
metropolitan market in the United States with a gross regional product in excess of $400 billion,
making it the world’s 15th largest economy.
The Bay Area has a tremendous concentration of wealth. With a median annual income
of $73,760, it is 1.5 times higher than the U.S. median. The Association of Bay Area
Governments (ABAG) predicts that the average annual household income will increase by 10%
between 2005 and 2010.
Other Pending Developments
A proposed 44-unit project, also student-oriented, is located in the same general market
area at 2526 Durant Ave., Berkeley. Nine units are BMR units. The project is on a 10,377
square foot lot with 29,855 square feet of gross residential floor area and 2,483 square feet of
non-residential floor area. The average unit size is 679 square feet. The developer is Rue-Ell
Enterprises.
Entitlements (Development Approvals)
Manager’s members have significant depth of experience with Berkeley’s complex

entitlement processes. As Berkeley’s former City Planning Manager for 10 years, Mr. Rhoades
developed Berkeley’s existing large project processes, and is intimately familiar with the role
that state laws can play to expedite them. As a long time Berkeley developer, Mr. Kashani has
successfully navigated these same processes in the design, construction and lease up of over a
dozen large projects during the last 20 years. CityCentric is familiar with the expectations of
Berkeley’s decision-makers. CityCentric just recently completed entitlements for a major (98
unit) project in less than 14 months. Similar sized projects in Berkeley have not been completed
in less than 30 to 36 months previously.
CityCentric’s development strategy is rooted in a set of core values that aim at

maximizing equity and value for its investors and for the community. Our understanding of
community preferences and context sensitivity avoids many of the time intensive pitfalls that
many development projects are subjected to. For instance, the project will include slightly
deeper affordability than the City requires. This is welcomed by the City’s decision-makers
while at the same time it triggers certain state law protections for the project.
23
Financing
Mr. Kashani’s 20+ years of relationships with major financial institutions facilitated
closing on an $8.5 million construction/permanent loan for a similar student-oriented housing in
the South Campus area in July 2009. Mr. Kashani has used tax-exempt bond financing and
closed on many similar construction/permanent loans in the Bay Area. The same lender has
toured the subject property and expressed strong interest in providing financing for our proposed
project.
Construction and Completion
The Manager believes that it has the capacity and experience to bring this project to
successful construction completion. Mr. Kashani has built several hundred dwelling units in
Berkeley and the greater East Bay over the last 25 years. He has intimate knowledge of the
construction industry and long-term relationships with many of the Bay Area’s best general
contractors. The timing of construction and completion is expected to correspond with the
beginning of UC Berkeley’s Academic year.
The current economic climate is providing unique challenges and opportunities for
development. CityCentric’s local financing relationships and the stable Berkeley housing market
positions us uniquely to proceed with this project. Construction pricing is at its lowest point in
years and CityCentric’s construction relationships allow us to set realistic targets. The
Company’s budget is not based on current low prices, but rather is stabilized to anticipate
bidding prices in 2011.
Lease-Up and Management
In 1995, Mr. Kashani launched the property management arm of Affordable Housing
Associates and quickly made it a profit center. This provided him with first-hand experience in
setting up adequate financial management and reporting systems, marketing and lease-up, repair,
maintenance and property management personnel, and finally tenant/owner challenges,
particularly in acquisition/rehab projects in Berkeley (new construction projects are substantially
exempt from provisions of the Berkeley Rent Stabilization Ordinance).
A student-oriented housing project poses unique management challenges. Mr. Kashani

has leased and managed more than 900 dwelling units in over 20 projects during the last 25
years. Under his direction, CityCentric currently manages a number of residential and
commercial properties in the East Bay. CityCentric’s property management knowledge and tools
will insure that cost control and a quality housing experience by our residents are both optimized.
Like the construction phase, lease up is keyed to UC Berkeley’s academic calendar. We

expect the project to be completely leased up within two to three months of the start of the
academic year. The project’s superb location and design amenities should insure a quick lease
up period.
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Program Timing and Key Facts
The total costs of the development project are currently estimated at approximately $17.2
million, of which, at build-out, approximately $3,500,000 is projected to be the Company’s cash
equity and the remainder of $13.6 million a construction/permanent tax-exempt bond loan which
is available to projects with a “BMR” component of a minimum of 10% of the total number of
units. Only $52,500 in office rental income is projected which will be the rent the Manager will
pay by occupying approximately 1,500 square feet of the building. Though it is likely that the
Company will receive additional office rental income, the Manager has not included that income
in its projections. The Company is arranging acquisition loan financing at approximately 65% of
the purchase price of the Property for an estimated amount of $1.9 million at 6.500% interest per
annum for a 5-year term with no prepayment penalty after three years. This loan will fund
interest, property taxes, insurance and other operating cost reserves for three years.
Approximately $2,300,000 of cash equity, mainly from this Offering, is required in order
to fund the acquisition, and entitlements for the project, a phase of the project cycle which is
expected to take 24 to 31 months. From that point to the issuance of building permit and closing
of construction financing will be approximately another year, at an additional equity requirement
of about $1.2 million.
Expected Second-Round Offering and Liquidity Feature
The Manager presently expects to raise the additional cash equity required to construct
the project from a second offering of interests in the Company to take place after approval of
entitlements. In connection with the proposed second-round offering, the Manager has agreed
under certain conditions to make available to Members a partial liquidity feature. This partial
liquidity feature would be available upon three conditions: (i) the attainment of development
entitlements from the city of Berkeley on materially the same terms as proposed by the company;
(ii) an MAI appraisal for the Property post-entitlement which will support pricing of the second-
round offering Units adequate for these purposes; and (iii) no more than 49% of the aggregate
interests in Net Profits of the Company may be transferred (the maximum permitted without
triggering a “deemed dissolution” of the Company). Members tendering their Units for
redemption under those conditions will agree to accept an eight percent per annum (8%) simple
return on their investments from date of acceptance to date of payment.
Site diagrams, photos and architectural renderings are provided at Exhibit C-2.
25
ALLOCATIONS AND DISTRIBUTIONS
Admission of Members
Members will be admitted to the Company initially upon sale of 46 Units, and will begin to
receive allocations of Net Profits and Net Losses beginning on the date which they are admitted.
Thereafter, Members will be admitted at intervals no more often than monthly.
Distributable Cash from Operations
Distributable Cash from operations of the Property will not occur before completion and
lease-up of the apartments. Any Distributable Cash from operations, refinancing or sale shall be
allocated in accordance with Percentage Interests owned in the Company, but subject in any
event to sums owed the Manager under the Operating Agreement and/or Management
Agreement.
Net Profits and Net Losses
Net Profits from Company operations shall be allocated among the Manager and the
Members in proportion to the cash distributed to them, to the extent thereof. If no cash is distributed
during the year in question, Net Profits shall be allocated in proportion to their Percentage Interests.
Resale or Other Assignment of Units
Resale or assignment of Units by Members is prohibited by Article 7 of the Operating

Agreement except where the resale or assignment is approved in advance by the Manager, in its sole
and absolute discretion. The Economic Interest in Units may be assigned but such assignees shall
receive only rights to cash flow, Net Profits and Net Losses and not voting rights or any other rights
held by Members.
MANAGEMENT COMPENSATION
(See Management Agreement for Full Description of Terms and Timing)
Recipient / Type of Payment Amount / Timing / Terms
Acquisition Stage
Manager – Reimbursement of purchase and Actual out-of-pocket 3

Offering Expenses
Manager – Real Estate Acquisition Fee Upon property purchase---$56,000
3 Legal, accounting, engineering, Property deposit and other similar charges directly incurred in connection with
contracting for the Property and preparing this Offering.
26
Recipient / Type of Payment Amount / Timing / Terms
Operation Stage
Manager—Development Fee An aggregate $592,651, earned in four stages:

• $257,674 payable one-half during
course of entitlement (development
application) period and the remainder
at close of period;
• $103,070 payable one-half during
course of plan check and permit set
period and remainder at close of
period;
• $180,372 payable one-half at
construction loan closing and the other
half during the course of construction;
and,
• $51,535 at conversion of construction
loan to permanent financing.
Manager – Reimbursement of Certain
Expenses
Expenses of management directly incurred 4
Manager – Property Management Fees Monthly charge 5
Manager – Lease-up Fee $600 per dwelling unit, as and when leased 6
Liquidation Stage
Manager – Real Estate Disposition Fee 2 ½ to 6% of sale price of Property 7
Manager – Subordinated Profit Participation 40% of Distributable Cash after return of

Capital Contributions
OPERATION OF THE COMPANY
Operation of Company Property
The Manager will manage the Company and its Property. Management compensation will
be paid as described above. Company expenses will be paid by the Company according to Article 5
of the Operating Agreement.
4 See Management Agreement, Section 3.

5 Customary, competitively-priced charges for property management.
6 See Management Agreement Section 6;
7 See Management Agreement, Section 8; sliding scale based upon degree of Manager or Affiliate participation;
subject to overall cap of 6% on all commissions and similar charges.
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Reserves
The Company intends to maintain a prudent reserve account for unbudgeted expenses.
Closed-End, Self-Liquidating Company
The Company is a closed-end venture which will not reinvest the proceeds of refinancing
or sale in additional real property. It will wind up and liquidate when its Property is sold.
Meetings of Members and Voting Rights
The Company will report regularly to its Members (investors) at appropriate intervals,
expected to be not less than annually. The Company’s annual meeting will take place in May of
each year, at which time the results of the prior year will be reviewed and the business plan for
the current year will be described. Members (investors) have limited voting rights, restricted to
the following categories of decisions all by 2/3 vote of Percentage Interests: removal of the
Manager (limited to instances of gross negligence or willful wrongdoing); election of a new or
additional Manager; change of Company’s business purpose; amendment of the company’s
Operating Agreement (requires Manager approval); and, dissolution of the Company.
Operating Budget of Company and Manager
As depicted in these materials, the Company’s operating budget is defined and limited.
The Manager will be entitled to be reimbursed for the formation expenses of the Company
(including legal, accounting, engineering, filing and similar costs).
Accounting Matters
The Company will maintain the books and records on such basis as the Manager may
determine, in its sole and absolute discretion. The Manager may either capitalize or deduct the
Company’s expenses as applicable tax laws may allow, in its sole and absolute discretion.
Members are advised that, broadly speaking, costs of developing the property, including also
construction period interest and taxes, will be capitalized and not deducted under applicable law.
The Manager expects that, after lease-up, to the extent that the Property’s rental income generates
Distributable Cash which would be taxable to Members, the cost recovery (depreciation) deductions
realized from the new apartments and their components will at least partially offset the effect of the
taxes.
Reports to Members
The Members and any holders of Economic Interests will receive unaudited annual reports
and K-1’s within 90 days after the close of the Company's tax (calendar) year.
28
Distributions
Distributable Cash, if any, will be distributed solely when the Manager determines
distribution to be prudent.
Rights of Members
Members may not take part in the control or operation of the Company; however, they may
vote upon some matters affecting the structure of the Company, including but not limited to
replacement of the Manager in certain limited instances, dissolution of the Company and ratification
of certain contracts submitted by the Manager for approval. Certain actions of Members require a
Super-Majority vote.
Conflicts of Interest
The Company will be subject to various conflicts of interest arising out of its relationship
with the Manager and with other undertakings in which the Manager are or may become involved.
These conflicts may include the following:
Competition with Other Ventures of Manager or Members
The Manager and/or its Members sponsor and will continue to sponsor other investment
programs involving the acquisition, ownership, rental and sale of real property. These activities
may be in competition with the activities of the Company, and may generate conflicting demands
upon the time and efforts of the Manager. There may be, in addition, conflicts of interest on the part
of the Manager and its members between the Company and the other investment programs at such
time as the Company attempts to rent or sell real property, to employ resident managers, and under
other circumstances.
Agreement Not at Arm's Length
The Manager will be paid certain fees by the Company for services, including, particularly,
management. The magnitude of these fees and the time and manner of their payment have been
determined without the benefit of arm's length bargaining. However, in the opinion of the Manager,
the fees to be paid by the Company are competitive with and no less favorable to the Company than
charges which would be made by independent third parties under the same or similar circumstances
in the San Francisco Bay Area.
No Separate Counsel
Legal counsel to the Manager may also serve as counsel for the Company. Conflict of
interest is expressly waived for this purpose.
29
Compensation of Counsel
Should a dispute arise in the future between the Company and the Manager, or should there
be a necessity in the future to negotiate and prepare contracts and agreements between the Company
and the Manager other than those existing on the effective date of this offering, the Manager shall
cause the Company to retain separate legal counsel for such matters.
30
MANAGEMENT
Executive Officers and Key Personnel
The executive officers, and key employees of the Company’s Manager, and their
positions as of the date of this Private Placement Memorandum are as follows:
CITYCENTRIC / DWIGHT AND FULTON, LLC
Name Position
Ali Kashani Member and Manager
Ali Eslami Member
Mark Rhoades Member
Mia Perkins Assistant Project Manager
Background and Experience
Ali Reza Kashani (51): Ali R. Kashani has 25 years experience in the construction and
development industries in the Bay Area. As founding Executive Director of Affordable Housing
Associates (www.ahainc.org), Mr. Kashani oversaw acquisition, design, financing, construction
and property management of over 1,000 housing units in the Bay Area between 1993 and 2004.
He has extensive knowledge of the development process and the Bay Area real estate markets.
During the last five years, Mr. Kashani led the acquisition, rehabilitation and conversion of six
properties totaling $30 million, four of which are in Berkeley.
After completing his Bachelor of Science in Civil Engineering at the University of

California, Berkeley, in 1984, Mr. Kashani worked as Project Engineer, Cost Estimator and
Project Manager for general contractors and developers in the greater Bay Area. In 1990, he
completed his Master of Nonprofit Administration at the University of San Francisco, and
continued his real estate development work in both the nonprofit and the private sectors.
In 2007, Mr. Kashani and Mr. Mark Rhoades launched CityCentric Investments, LLC, a
private real estate development firm specializing in in-fill mixed-use projects in the greater Bay
Area. As partner in CityCentric, Mr. Kashani brings expertise in housing finance, entitlements,
construction and property management.
Mr. Kashani serves on the board of directors of Bay Area Community Services
(www.bayareacs.org), and on the advisory board of the Berkeley Metro YMCA.
Mr. Kashani, his wife, Gabrielle, and four children live in Berkeley. Outside of work,
Mr. Kashani enjoys bicycling, swimming and cooking.
Ali Eslami: Mr. Eslami has been a real estate developer, builder and investor in Berkeley since
1993. During that time he has developed over a dozen residential and commercial properties.
Mr. Eslami currently operates and manages income properties worth over $35 million in
31
Berkeley, Oakland and Emeryville. He has extensive entitlement and construction process
experience with the City of Berkeley. At the present time, Mr. Eslami is working on five
development projects that are entitled and are in various stages of construction work. In
addition, Mr. Eslami currently owns and operates the Missouri Lounge & Café in Berkeley, and
is in the construction process of two new businesses - Muse Art-House and Mint Café in
Berkeley; and Tribu Café in Oakland.
From 1981-1993 Mr. Eslami was a member of the Application Engineering Group of the
Bechtel Research and Development Department. In that role he developed and conducted
diagnostic tests to troubleshoot the cause of failure, or to determine operational integrity of a
variety of plant systems – ranging from nuclear and fossil power plants to refineries and micro-
electronics manufacturing facilities. In this capacity Mr. Eslami traveled to over 55 job sites,
where he performed and managed various field diagnostic tests for many energy-producing
projects with major utility companies in the United States and abroad, including Pacific Gas &
Electric (PG&E), Southern California Edison (SCE), Arizona Public Service (APS), Consumers
Power of Michigan, Arkansas Power & Light, Iowa Electric & Light, Montana Power, Alabama
Power, Georgia Power, Pennsylvania Power & Light, Philadelphia Electric, Washington Power,
Korean Electric and Taiwan Power. Mr. Eslami also worked with the United States Army and
the United States Air Force while working on Ground Base Laser Facility (White Sands, NM),
and Solid Motor Assembly Building (Cape Canaveral AFS, Florida) projects.
Mark A. Rhoades, AICP (42): Mark Rhoades has 20 years of experience as a land use planner
in both public and private sectors. He obtained his B.A. degree in Political Science and Urban
Studies from U.C. Riverside in 1990 and pursued graduate study at Cal Poly Pomona 1991-2.
From 1998 until August 2007, he served as the City Planning Manager for the City of Berkeley,
overseeing the review and processing of development proposals during a period of
unprecedented development activity and increasing politicization of land use in Berkeley. Mr.
Rhoades has been acknowledged for his professional leadership by the City of Berkeley and by
the American Planning Association (APA) which awarded him with the California State Chapter
Award for Distinguished Leadership in 2003. He has lectured at UC Berkeley for graduate
courses in planning and real estate.
As the City’s Land Use Planning Manager and Zoning Officer, Mr. Rhoades was
responsible for both land use policy development and implementation. During his tenure in
Berkeley, his major policy efforts revolved around fulfilling the City’s goals for new housing
development while achieving a high degree of responsiveness to neighborhood issues and
concerns. Approximately 2,000 housing units were built or approved during Mr. Rhoades’
tenure in Berkeley’s Planning Department.
In the summer of 2007, Mr. Rhoades joined Ali R. Kashani and founded CityCentric
Investments, LLC. As partner in CityCentric, Mr. Rhoades brings expertise in design, planning,
and community outreach. Mr. Rhoades is currently a member of the Board of Directors of the
Berkeley Chamber of Commerce and of Berkeley Design Advocates.
Mr. Rhoades, his wife, Erin, and two children live in Berkeley. Outside of work he
enjoys chasing his two boys, photography, orchid cultivation and fly-fishing.
32
Mia Perkins: Mia Perkins has over seven years of experience in land use and real estate. Her
background includes real estate law, specifically, in land use and development. Prior to joining
CityCentric Investments, she worked for John Laing Homes in the San Francisco Bay Area
Division as a sales counselor and project manager. Ms. Perkins worked as a realtor for three
years at Hammond Residential in Brookline, Massachusetts, prior to which she was employed by
the law firm of Case Bigelow Lombardi in Honolulu.
She joined CityCentric in March 2009 and has enjoyed working on both affordable and
market-rate urban infill developments.
Ms. Perkins was born and raised in Hawaii and earned a Bachelor of Arts (American
Studies + Art History) from Occidental College and a Juris Doctorate (2001) from the University
of Hawaii at Manoa.
The CityCentric Team: Focus and Mission
CityCentric Investments, LLC, the affiliated venture of the Manager, is a real estate
development company founded by Messrs. Kashani and Rhoades in 2007, focusing primarily on
development projects in Berkeley, California. The founders combined 35 years of experience in
development and planning in the City of Berkeley. Prior to forming their partnership, they had
direct roles, collectively, in over 20 development projects in Berkeley. Mr. Kashani and Mr.
Rhoades’ relationship began when they discovered their shared vision for a more sustainable,
equitable and prosperous Berkeley. They met when Mr. Kashani was the Executive Director of
Affordable Housing Associates and Mr. Rhoades was Berkeley’s Land Use Planning Manager.
Along with their families, they have had a personal friendship for over 6 years. Their spouses
both grew up in Berkeley.
In the late 1990’s when Messrs. Rhoades and Kashani met, Berkeley was experiencing a
substantial increase in new development after 25 years of little or no new development. A period
of pitched disagreement in the community over the topic of development followed, in which the
two found common cause. Recently, the political dialogue has become somewhat less
contentious as it is generally agreed that Berkeley has fallen behind in economic opportunity,
environmental sustainability and community progress. In 2008, Berkeley’s Climate Action Plan
and the creation of a new Downtown Plan, in addition to other plans and transit improvements,
are helping to foster more support of the potential environmental, social and economic benefits
of using our land as efficiently as possible. Locating housing near public transit is recognized as
the most important way to reduce oil consumption and greenhouse gas emissions. Bay Area
residents are looking to live a less car-dependent lifestyle. Home to the UC Berkeley campus, a
20 minute bus or BART ride to San Francisco, and its vibrant culture and recreational
opportunities makes Berkeley the ideal city in the Bay Area for investment in new housing.
CityCentric was formed to create high-quality developments in Berkeley that respond to

the needs above and also meet housing, economic and sustainable development needs that reflect
Berkeley as the home of a world-class university in the center of the San Francisco Bay Area,
one of the most desirable places to live in the United States. CityCentric seeks to optimize
economic as well as community benefits in all of its projects.
33
Berkeley has many great qualities as a city including its architectural heritage, unique
neighborhoods and social diversity. Mr. Kashani and Mr. Rhoades place a high importance on
high-quality architecture that will positively impact streets and neighborhoods while providing
housing opportunity to all segments of the population.
In addition to the necessary areas of expertise they each bring to the partnership, Mr.
Kashani and Mr. Rhoades’ public-minded values strengthen their working relationship both
between them as well as with the community at large. Their depth of experience as leaders in the
private, non-profit and public sectors brings a unique set of skills, resources, relationships and
values that are well-matched with Berkeley and the challenging development environment it
presents. As residents of Berkeley and active members in the community, they are a part of the
local planning and development community, business and financial community, non-profit
organizations and local institutions.
Fiduciary Responsibilities of the Manager
Duties Generally: The Manager is accountable to the Company and its individual
Members as a fiduciary and must exercise good faith and integrity in handling Company affairs.
Members who have questions concerning the duties of the Manager should consult with their
counsel.
Limitation of Liability and Indemnification: As permitted by the California

Corporations Code, Company's Operating Agreement and the operating agreement of the
manager provide that neither the Manager nor any of its members or employees will be
personally liable to the Company, its Investors or the Manager for monetary damages for breach
of fiduciary duty in that capacity except: (i) for any breach of the duty of loyalty to the
Company, the Manager or their Members; (ii) for acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law; (iii) unlawful payments of dividends or
unlawful stock repurchases or redemptions; or (iv) for any transaction from which that person
derives any improper personal benefit. In addition, the Company's Operating Agreement and the
operating agreement of the Manager provide that the Company or the Manager, as the case may
be, shall indemnify any such person and may indemnify any such person, to the fullest extent
permitted by California law, who was or is a party or is threatened to be made a party to any
action or proceeding by reason of his or her services to the Company.
There is no pending litigation or proceeding involving a director or officer of the

Company as to which indemnification is being sought, nor is the Company aware of any pending
or threatened litigation that may result in claims for indemnification by the Manager or any of its
officers or directors.
Limitation on Indemnity
The described indemnification provisions may include by implication indemnification for

liabilities arising under the Securities Act of 1933. In the opinion of the Securities Exchange
Commission, such indemnification is contrary to public policy. All indemnification against these
liabilities is unenforceable.
34
Legal
Certain legal matters in connection with the validity of the Units offered hereby will be
passed upon for the Company by Tobin & Tobin, a Professional Corporation, San Francisco,
California. Counsel’s scope of engagement was limited, and the firm did not participate in
preparation of financial projections or pro-formas contained in this Private Placement
Memorandum.
Accounting
The Company’s accountants are Mowat Mackie and Anderson, LLP, of Oakland,
California. The firm did not participate in preparation of financial projections or pro-formas
contained in this Private Placement Memorandum.
Project Experience
The following is a tabular presentation of the development projects in which Messrs.

Kashani and Rhoades have materially participated (development approval, construction or
ownership) during their professional careers. For convenience, for-profit and non-profit projects
are separately designated.
Project Experience: For Profit Development
Longs Drugs/99C Only Mixed Use Estimated TDC: $2 million

1931-1941 San Pablo, Berkeley
Acquired, rehabilitated and repositioned 2443 Humboldt Avenue, Oakland
2002 Acquired for redevelopment 2005
18,000 sqft retail with 8 apartments Single-Family Home on 25,000 sqft lot
Financing: Own and Investor Equity; Financing: Own and Investor Equity
Washington Mutual Bank of America Mortgage
Estimated TDC: $6 million
Warm Springs Professional Offices
Everett & Jones BBQ 200 Brown Road, Fremont
1955 San Pablo, Berkeley 22,000 sqft office building
Acquired and repositioned 2005 Acquired and rehabilitated 2006
Existing Popular Restaurant Financing: Own and Investor Equity
Financing: Own and Investor Equity Citibank
Bank of Alameda Estimated TDC: $5 million
Estimated TDC: $1.5 million
Claremont Colby Offices
Humboldt Apartments 5800 Colby Street, Oakland
2425 Humboldt Avenue, Oakland Acquired and rehabilitated 2006
Acquired and rehabilitated 2005 3,300 sqft office
13 units for small families Financing: Own and Investor Equity
Financing: Own and Investor Equity Bank of Alameda
Pacific National Bank Estimated TDC: $1.2 million
35
Financing: Investor Equity, First Republic
Ashby Arts Bank
1200 Ashby Avenue, Berkeley Estimated TDC: $50 million
Acquired vacant land late 2007, entitled
mixed use 98 residential units; 10,000 sqft Berkeley Honda
retail, early 2009 2598-2600 Shattuck Avenue, Berkeley
Financing: Own and Investor Equity Entered into existing Partnership for
First Republic Bank entitlement & development 2008
Estimated TDC: $32 million 1.5 acre site with dealership improvements
160 unit with 20,000 sqft retail in
McKevitt Volvo Berkeley entitlement phase 2009
2700 Shattuck Avenue, Berkeley Financing: Investor Equity; Washington
Acquired property with McKevitt as tenant Mutual
2007 Estimated TDC: $60 million
1.5 acre site with dealership improvements
Planning 150 unit mixed-use development
2012
Project Experience: Non Profit Development
Adeline Lofts Allston House

1131 24th Street, Oakland 2121 7th Street, Berkeley
Adaptive reuse completed in February 2002 Acquisition/Rehabilitation
38 live/work units for artists and Purchased in January 2007
entrepreneurs 48 units
1, 2, and 3 bedroom units 1, 2 and 3 bedroom units
Financing: Tax Credits, City of Oakland Financing: Tax Exempt Bonds, Berkeley
Estimated TDC: $9 million Housing Trust Fund, Tax Credits
Alcatraz Apartments
1900 Alcatraz, Berkeley Ashby Apartments
Purchased and rehabilitated in 1995 1303-1311 1/2 Ashby Avenue, Berkeley
9 units for families Purchased and rehabilitated in 1995
Studio, 1 bedroom units, and commercial 12 units for families
space 1 and 2 bedroom units
Financing: Berkeley Housing Trust Fund Financing: Berkeley HTF
Estimated TDC: $2.5 million Estimated TDC: $1.5 million
Ashby Court Apartments
Allston Commons 1222-1228 Ashby Avenue, Berkeley
828-836 Allston Way, Berkeley Purchased and rehabilitated in 1998
Purchased and rehabilitated in 1994 20 units for small families
12 units for families Studio units
1 and 2 bedroom units Financing: Berkeley Housing Trust Fund
Financing: Berkeley Housing Trust Fund Estimated TDC: $2.5 million
Ashby Lofts
36
2919 9th Street, Berkeley Studio and 1 bedroom units
New construction completed in 2007 Financing: 9% Tax Credit
54 units for families Estimated TDC: $14 million
Studio, 1, 2, and 3 bedroom units
Financing: 9% Tax Credits Peter Babcock House
Estimated TDC: $20 million 2350 Woolsey Street, Berkeley
Purchased and rehabilitated in 1996
Bancroft Senior Homes 5 units for residents with special needs
2320 55th Avenue, East Oakland Single room occupancy
New construction completed in 2001 Financing: HUD Sec. 8
61 units for seniors Estimated TDC: $2 million
1 bedroom units
Partnership with Christian Church Homes of Prince Street Apartments
Northern California 1534 Prince Street, Berkeley
Financing: HUD Sec. 202 Purchased and rehabilitated in 1997
Estimated TDC: $18 million 6 units for families
1 and 2 bedroom units
Hearst Studios Financing: Berkeley Housing Trust Fund
950 Hearst Avenue, Berkeley Estimated TDC: $1 million
8 units for small families Sacramento Garden Apartments
Studio units 3240 Sacramento Street, Berkeley
Financing: Berkeley HTF Purchased and rehabilitated in 1997
Estimated TDC: $1 million 7 units for families
1 and 2 bedroom units
Hillegass Avenue Commons Financing: Berkeley Housing Trust Fund
250 Hillegass Avenue, Berkeley Estimated TDC: $1.5 million
19 units for families Sacramento Senior Homes
Studios, 1, and 2 bedroom units 1501 Blake Street, Berkeley
Financing: Berkeley HTF New construction completed October 2006
Estimated TDC: $3 million 40 units for seniors
Studio, 1, and 2 bedroom units
Hookston Senior Homes Financing: Tax Exempt Bonds, 4% Tax
80 West Hookston Road, Pleasant Hill Credit
Purchased and rehabilitated in 1999 Estimated TDC: $15 million
100 units for seniors
1 and 2 bedroom units Shattuck Senior Homes
Financing: Tax Exempt Bonds, 4% Tax 2425 Shattuck Avenue, Berkeley
Credit New construction completed in 2000
Estimated TDC: $12 million 27 units for seniors
Studio and 1 bedroom units
Oak Street Terrace Financing: 9% Tax Credit
1109 Oak Street, Oakland Estimated TDC: $8 million
New construction completed in 2005
39 units for seniors Sierra Garden Apartments
37
150-170 Sierra Drive, Walnut Creek
29 units for families
1, 2, 3, and 4 bedroom units
Financing: City of Walnut Creek Housing
Trust Fund
University Neighborhood Apartments

1719 University, Berkeley
New construction completed in 2005
27 units of universally designed family
housing
1, 2, and 3 bedroom units
Financing: Tax Exempt Bonds, 4% Tax
Credit
Wesley Student Housing

2398 Bancroft Way, Berkeley
Provided Development Consulting to non-
profit 2008
10,000 sqft lot; redeveloped to 20,000 sqft
of student housing and offices
Completed entitlements and construction
loan closing 2009
38
FEDERAL INCOME TAX DISCUSSION
The following discussion applies only to persons purchasing Units directly from the
Company. Prospective purchasers of Units should not view the following analysis as a substitute
for careful tax planning, particularly since the income tax consequences of an investment in
limited liability companies such as the Company are often uncertain and complex. Also, the tax
consequences will not be the same for all taxpayers. The following discussion necessarily
condenses or eliminates many details that might adversely affect some prospective purchasers of
Units. Also, the following discussion is not a legal opinion and may not be relied upon by any
prospective investor.
No assurance can be given that the tax positions described in this section would be
sustained by a court, if contested, or that legislative or administrative changes or court decisions
will not be forthcoming that would significantly modify the statements and opinions expressed
herein. Any such changes may or may not be retroactive with respect to transactions prior to the
date of such changes.
The discussion of the tax aspects contained in this Memorandum is based on law
presently in effect. Nonetheless, investors should be aware that new legislative, administrative
or judicial action could significantly change the tax aspects of the Company. Congress is
currently analyzing and reviewing proposed changes to the Federal income tax laws. The extent
and effect of any such changes, if any, is uncertain.
Counsel will not prepare or review the Company’s income tax information return, which
will be prepared by management and independent accountants for the Company. The Company
will make a number of decisions on such tax matters, such as the expensing or capitalizing of
particular items, the proper period over which capital costs may be depreciated or amortized, and
the allocation of acquisition costs between real property improvements and personal property.
Such matters will be handled by the Company, often with the advice of independent accountants
retained by the Company, and will not usually be reviewed with counsel.
As of the date of this Private Placement Memorandum, the legislative climate is volatile
and there are a variety of proposals to amend the Internal Revenue Code. It is impractical to
attempt to list them or to predict which may be enacted into law, and prospective investors are
cautioned to consult their own tax advisors on specific questions concerning pending or
proposed legislation. This pertains to, among other things, the tax rates attributable to ordinary
and capital gain. For that reason, we do not discuss the topic. Because of this uncertainty,
which affects certain of the tax aspects discussed herein, there can be no assurance that some of
the deductions claimed or positions taken by the Company will not be challenged by the IRS.
An audit of the Company’s information return may result in an increase in the Company’s gross
income, in the disallowance of certain deductions and in an audit of the income tax returns of the
Members, which could result in adjustments to non-Company items of income, deduction or
credit. Final disallowance of such deductions could adversely affect the Members. In addition,
state tax authorities may audit the Company’s tax returns, which could result in unfavorable
adjustments for Members. Investors should not purchase Units for the purpose of obtaining tax
39
shelter for income from sources other than the Company because it is unlikely that the Company
will provide any such tax shelter. The amount invested will be allocated to the purchase of both
land and improvements which, to the extent of land, is not depreciable for income tax purposes.
Prospective purchasers of Units are urged to consult their own tax advisors as to the tax
consequences to them of purchasing Units.
Tax Consequences Regarding the Company
Status as Partnership: Treasury Regulations have been issued which provide that a
limited liability company will be classified as a partnership for federal income tax purposes as
long as an election is not made to treat the limited liability company as an association taxable as
a corporation. The Manager has represented that no such election has been or will be made.
Therefore, the Manager believes that the Company will be treated as a partnership for federal
income tax purposes. The Code, as amended to date, and current Treasury Regulations, could be
amended in ways which could adversely affect the conclusion reached by the Manager. If the
Company were treated as a partnership for federal income tax purposes, each Member would be
required to include in income his distributive shares of income, gain, deductions and loss of the
Company. Consequently, each Member would be subject to tax on his distributive share of
Company income, whether or not the Company actually distributes cash in an amount equal to
the income. If for any reason the Company were treated as a corporation for tax purposes, it is
likely to be deemed to have contributed all of its assets subject to all of its liabilities to a newly
formed corporation in exchange for the corporation’s stock. The stock of the corporation is
treated as being distributed to the Members in a complete liquidation of the Company. The
income and deductions of the Company would be reflected only on its income tax return instead
of being passed through to the Members, and the Members would be treated as corporate
shareholders for tax purposes. In such event, the Company would be required to pay income tax
at the corporate tax rates on its taxable income, thereby reducing the amount of cash available for
distribution to Members. In addition, any distribution by the Company to the Members would be
taxable to them as dividends, to the extent of current and accumulated earnings and profits, or
treated as gain from the sale of their Company interests, to the extent such distributions exceeded
both current and accumulated earnings and profits of the Company and the Member’s tax basis
for his Units.
Limitations on Losses from Passive Activities: Losses from passive trade or business
activities generally may not be used to offset “portfolio income,” i.e., interest, dividends and
royalties, or salary or other active business income. Deductions from passive activities may
generally be used to offset income from passive activities. Interest deductions attributable to
passive activities are treated as passive activity deductions, and not as investment interest. Thus,
such interest deductions are subject to limitation under the passive activity loss rule and not
under the investment interest limitation. Credits from passive activities generally are limited to
the tax attributable to the income from passive activities. Passive activities include: (1) trade or
business activities in which the taxpayer does not materially participate which would include
holding an interest as a Member; and (2) rental activities. Thus, a Member’s share of the
Company’s Net Profits and Net Losses will constitute income and loss from passive activities
and will be subject to such limitation.
40
Losses (or credits that exceed the regular tax allocable to passive activities) from passive
activities that exceed passive activity income are disallowed and can be carried forward and
treated as deductions and credits from passive activities in subsequent taxable years. Disallowed
losses from an activity, except for certain dispositions to related parties, are allowed in full when
the taxpayer disposes of his entire interest in the activity in a taxable transaction.
In certain instances involving material active participation of a taxpayer in real estate

operations, there are exceptions to the above passive income rules that enable a taxpayer to
benefit from the application of passive losses in excess of passive income. This is not expected
to occur in the Company, as Members are limited in their participation rights under the
Company’s Operating Agreement.
It is quite possible that significant amounts of passive income will be generated by the
Company under its business plan, and that a substantial portion of the passive losses will be
carried forward to be realized as offsets to passive income in future years.
Allocations of Net Profits and Net Losses: Net Profits and Net Losses will be allocated
as set forth in the Operating Agreement. Although such allocations are permitted under
partnership law, the Code and Treasury Regulations require that such allocations satisfy certain
requirements. Section 702 of the Code provides that, in determining income tax, a partner must
take into income his or her “distributive share” of the Company’s income, gain, loss, deduction
or credit. The partners may specially allocate their distributive shares of such profits and losses,
thus redistributing tax liability, by provision in the operating agreement. However, the IRS will
disregard such an allocation, and will determine a partner’s distributive share in accordance with
the partner’s interest in the Company, if the allocation lacks “substantial economic effect.”
Treasury Regulations on the allocation of items of partnership income, gain, loss,

deduction and credit under Section 704(b) of the Code are concerned with whether an allocation
of partnership tax items has “substantial economic effect.” Under the Treasury Regulations, an
allocation has economic effect only if, throughout the term of the partnership, the partners’
capital accounts are maintained in accordance with the Treasury Regulations, liquidation
proceeds are to be distributed, generally speaking (but subject to payment of applicable fees) in
accordance with the partners’ percentage interests, and any partner with a deficit capital account
following the distribution of liquidation proceeds is required to restore the amount of that deficit
to the Company for payment to creditors or distribution to partners in accordance with their
positive capital account balances. If the partners’ obligation to restore deficit capital account
balances is limited, the operating agreement must contain a “qualified income offset” provision,
as described in the Treasury Regulations.
The Treasury Regulations also require that the economic effect of the allocation be
“substantial.” In general, the economic effect of an allocation is “substantial” if there is a
reasonable possibility that the allocation will affect substantially the dollar amounts to be
received by the partners from the partnership, independent of tax consequences. The economic
effect of an allocation is not substantial, however, if, at the time the allocation becomes part of
the operating agreement, (1) the after-tax economic consequences of at least one partner may, in
present value terms, be enhanced compared to such consequences if the allocation were not
41
contained in the operating agreement, and (2) there is a strong likelihood that the after-tax
economic consequences of no partner will, in present value terms, be substantially diminished
compared to such consequences if the allocation were not contained in the operating agreement.
In determining the after-tax economic benefit or detriment to a partner, tax consequences that
result from the interaction of the allocation of such partner’s tax attributes that are unrelated to
the partnership will be taken into account.
The Treasury Regulations Provide that allocations of loss or deduction attributable to

non-recourse liabilities of a partnership (“non-recourse deductions”) cannot have economic
effect because, in the event there is an economic burden that corresponds to such an allocation,
the creditor alone bears that burden. Thus, non-recourse deductions must be allocated in
accordance with the partners’ interest in the partnership. Allocations of non-recourse deductions
are deemed to be made in accordance with the partners’ interests in the partnership if, and only
if, the following conditions are satisfied:
(i) Throughout the full term of the partnership (here, the “Company”), the partners’
(here, the “Members’”) capital accounts are maintained in accordance with the Treasury
Regulations, and upon liquidation of the partnership, liquidating distributions are required to be
made in accordance with the positive capital account balances of the partners;
(ii) Beginning in the first taxable year in which there are non-recourse deductions and
thereafter throughout the full term of the partnership, the operating agreement provides for
allocations of non-recourse deductions among the partners in a manner that is reasonably
consistent with allocations, which have substantial economic effect, of some other significant
partnership item attributable to the property securing non-recourse liabilities of the partnership;
(iii) Beginning in the first taxable year of the partnership in which the partnership has
non-recourse deductions and thereafter throughout the full term of the partnership, the operating
agreement contains a “minimum gain chargeback,” as defined in the Treasury Regulations; and
(iv) All other material allocations and capital account adjustments under the operating
agreement are recognized in accordance with the Treasury Regulations.
The Operating Agreement requires that the Members’ Capital Account balances be
maintained in accordance with the Treasury Regulations, and liquidation proceeds are to be
distributed to the Members, in proportion to their positive Capital Account balances. The
Operating Agreement contains a “minimum gain chargeback” provision and non-recourse
deductions are to be allocated under the Operating Agreement in a manner that is reasonably
consistent with allocations, i.e., in accordance with allocations of Net Profits. Members are
required to restore a deficit capital account balance. The Operating Agreement also contains a
“qualified income offset” provision. Therefore, the Manager believes that all requirements of the
Code and Treasury Regulations are satisfied.
Transfers of Units: For federal income tax purposes, items of income, gain, loss,
deduction or credit of a Company may be allocated to a Member only if they are received, paid
42
or incurred by the Company during that portion of the year in which the Member is treated as a
member of the Company for tax purposes.
If any Member’s interest in a Company changes at any time during the Company’s
taxable year, each Member’s share of each item of Company income, gain, loss, deduction and
credit is to be determined by using any method prescribed by Treasury Regulations that takes
into account the varying interests of the Members in the Company during the taxable year, as
chosen in the sole and absolute discretion of the Manager.
The legislative history concerning this provision indicates that a monthly convention
should be used, pursuant to which Members admitted to the Company on or after the 16th day of
a month would begin to be allocated Net Profits and Net Losses as of the first day of the
following month, and those admitted to the Company prior to the 16th day would be allocated
Net Profits and Net Losses as of the first day of the month. This is a general rule, however, and
there are certain exceptions where, for instance, the nature of events suggests that there is a tax
avoidance motive for picking a certain entry date.
When Units are transferred, the timing principle in the previous paragraph is also
followed. A new or substituted Member or acquirer of a Member’s Economic Interest will be
required to realize and report Net Profits and Net Losses under the above principle whether or
not there has been a corresponding distribution of cash by the Company to offset the effect of the
allocation. Should transfers of Units, or issuance of new Units occur in the future, both the
Manager and members should be mindful of the above.
Calculation of Member’s Adjusted Basis: Each Member’s adjusted basis in his Units
will be equal to such Member’s cash Capital Contributions increased by (i) the amount of his
share of the Net Profits of the Company and (ii) his share of non-recourse indebtedness, if any, to
which the Company property is subject. A Member’s share of non-recourse liabilities is the sum
of: (a) the Member’s share of Company minimum gain; (b) the amount of any taxable gain
allocated to the Member under Section 704(c); and (c) the Member’s share of the excess non-
recourse liabilities.
A Member’s basis in his Units is reduced, but not below zero, by (x) the amount of his
share of Company Net Losses and expenditures which are neither properly deductible nor
properly chargeable to capital account and (y) the amount of cash distributions received by the
Member from the Company. For purposes of calculating a Member’s adjusted basis in his Units,
any reduction in the amount of Company non-recourse indebtedness (if any) will be treated as a
cash distribution to such Member in accordance with his allocable share of such indebtedness
and accordingly will reduce the basis in such Member’s Units.
The Treasury Regulations employ an economic risk of loss analysis to determine whether
a Company liability is a recourse or non-recourse liability and to determine the Members’ shares
of any liability of the Company. Under the Treasury Regulations, a Company liability is a
recourse liability to the extent that any partner or related person bears the economic risk of loss
for that liability. A Member’s share of any recourse liability of a Company equals the portion, if
any, of the economic risk of loss for such liability that is borne by the Member.
43
A Member bears the economic risk of loss for a Company liability to the extent that the
Member (or a related person) would bear the economic burden of discharging the obligation
represented by that liability if the Company were unable to do so (reduced by any right of
reimbursement). In the case of most limited liability companies, a member generally will not
bear the economic risk of loss for any Company liability because the Member has no obligation
to contribute additional capital to the Company.
If no Member bears the economic risk of loss for a Company liability, the liability is a
non-recourse liability of the Company. An exception to this rule applies in the case of a Member
(or related person) who makes a non-recourse loan to the Company. In such a case, the lending
or related partner is considered to bear the economic risk of loss for such liability. Another
exception applies, as here, to the extent that an assessment provision in the Operating Agreement
is applied and Members contribute pursuant to an assessment demand.
To the extent that a Member’s share of Company Net Losses exceeds the adjusted basis
of such Member’s Units at the end of the Company year in which such Net Losses occurs, such
excess Net Losses cannot be utilized in that year by the Member for any purpose, but is allowed
as a deduction at the end of the first succeeding Company taxable year, and subsequent Company
taxable years, to the extent that the adjusted basis of such Member’s Units at the end of any such
year exceeds zero (before reduction by such excess Net Losses from a prior year).
Treatment of Cash Distributions from the Company: Distributions to a limited

partner may take the form of either actual distributions or so-called "deemed distributions"
arising from a reduction of his share of partnership liabilities that are included in his basis. A
deemed distribution is treated as a cash distribution and generally can result from either a
reduction in a limited partner's profits interest or from repayment by the partnership of all or a
part of the liabilities that are included in the limited partner's basis. For example, Partnership
income is generally allocated in accordance with cash distributions. Similarly, a deemed
distribution would result from the reduction in Limited Partners' profit share that would follow
from the admission of additional partners to the Partnership or the transfer of Partnership Units.
Distributions generally do not generate taxable income to a partner. However, if the

amount of cash actually distributed or deemed to be distributed to a partner exceeds his basis in
his partnership interest, the distribution is treated as a sale or exchange of his partnership interest,
and the partner recognizes gain to the extent of the excess distributions. The character of this
gain as capital or ordinary is governed by the rules applicable to the sale of a partner's interest
but normally would qualify for taxation at long-term capital gain rates so long as all partners
receive pro rata distributions. A distribution generally will not generate tax losses for the
recipient unless it is a liquidating distribution.
An actual or deemed distribution could generate taxable income to a Limited Partner if

prior Partnership losses and actual and deemed distributions had reduced his basis in his Units to
a point that it was less than the actual or deemed distribution in question. Deemed distributions
thus could create income for Partners even though no cash is actually distributed to them.
Distributions generally create no deductions for the distributing partnership.
44
Net Profits in Excess of Cash Distributions: It is possible that a Member’s share of the
Company Net Profits may exceed cash distributed to him with respect to his Units and such
Member’s tax liability on that share may even exceed such distributions.
Treatment of Liquidating Distributions: The Manager is cognizant of “deemed

liquidation” rules contained within the Code and will endeavor to avoid unintentional triggering
of a partnership dissolution for tax purposes. Generally, upon liquidation or termination of the
Company, gain will be recognized by a Member only to the extent that cash is distributed
(including his share of any reduction in Company non-recourse liabilities) in excess of such
Member’s adjusted basis in his Units at the time of distribution.
Treatment of Gain or Loss on Disposition of Units: It is not expected that any public
market will develop for the Units. Furthermore, Members may not be able to liquidate their
Units promptly at reasonable prices since all assignees of Units may be admitted as Substitute
Members only with the consent of the Manager.
Any gain or loss realized by a Member upon the sale or exchange of Units will generally
be treated as capital gain or loss, provided that such Member is not deemed to be a “dealer” in
such securities. However, any portion of the gain that is attributable to unrealized receivables
(which includes, for these purposes, depreciation recapture attributable to the Property) or
inventory items of the Company that have substantially appreciated in value will generally be
treated as ordinary income. If the Member’s holding period for the Units sold or exchanged is
more than one year, the portion of any gain realized that is capital gain will be treated as long-
term capital gain.
In determining the amount realized upon the sale or exchange of Units, a Member must
include, among other things, his share of Company indebtedness. Therefore, it is possible that
the gain realized on a Member’s sale of Units may exceed the cash proceeds of the sale, and, in
some cases, the income taxes payable with respect to the gain realized on the sale may exceed
such cash proceeds.
Treatment of Gifts of Units: Generally, no gain or loss is recognized for federal income
tax purposes as a result of a gift of property. However, in the event that a gift (including a
charitable contribution) of a Unit is made at a time when a Member’s share of the Company’s
non-recourse indebtedness exceeds the adjusted basis of his Units, such Member may recognize
gain for income tax purposes upon the transfer. Such gain, if any, will generally be treated as
capital gain except for the portion of any such gain attributable to any unrealized receivables
(which includes, for these purposes, depreciation recapture attributable to the Company property)
or inventory items of the Company that have substantially appreciated in value, which will
generally be treated as ordinary income. Gifts of Units may also be subject to a gift tax imposed
pursuant to the rules generally applicable to all gifts of property.
Sale or Other Disposition of Company Property: In general, if the Property

constitutes a capital asset in the hands of the Company, any profit or loss realized by the
Company on its sale or exchange (except to the extent that such profit represents depreciation
recapture taxable as ordinary income) will be treated as capital gain or loss under the Code.
45
Capital gain will be taxed to individuals at varying rates based on length of holding period. If
however, it is determined that the Company is a “dealer” in real estate for federal income tax
purposes or that the assets sold constitute “Section 1231 assets” such assets are capital assets
involuntarily converted and depreciable business property held for more than 12 months), the
gain or loss will not be capital gain or loss.
In the event the Company is deemed a “dealer” and the Property is not considered to be
capital assets or Section 1231 assets, any gain or loss on the sale or other disposition of such
Property would be treated as ordinary income or loss. As a general rule, the holding of parcels of
real property for investment is not the type of activity that would cause a person or entity to be
considered a “dealer” in real property. However, to the extent that the Company undertakes
subdivision of the Property there is some risk that the IRS may take the position that the
Company has undertaken “dealer” activity. This risk will increase dramatically if subdivision is
completed and individual lots are sold. To the extent that the Company is held to be a “dealer”
the result would be the treatment of taxable gain as ordinary income rather than capital gain. The
Manager intends to avoid this risk. The question of “dealer” status is a question of fact to be
determined at the time of the sale of the Property. The Company may obtain a condominium
(subdivision) map on the project as part of the entitlement process, although not intending to sell
the individual unit in the foreseeable future. To the extent that individual condominium units
could be sold at a later time, the “dealer” issue may come under greater scrutiny. In this
instance, it is important to plan adequately for future events and contingencies in order to avoid
involuntary conversion of the gain upon liquidation from capital to ordinary in nature.
In the event that assets sold or involuntarily converted constitute Section 1231 assets, a
Member would combine his distributive share of Company gains or losses attributable to such
assets with any other Section 1231 gains or losses realized by such Member in that year, and the
resultant net Section 1231 gains or losses would be taxed as capital gains or constitute ordinary
losses, as the case may be. This treatment may be altered depending on each Member’s
disposition of Section 1231 property over several years. In general, net Section 1231 gains are
recaptured as ordinary income to the extent of net Section 1231 losses in the five preceding
taxable years.
In determining the amount realized upon the sale, exchange or other disposition of the
Property, the Company must include, among other things, the amount of any liability to which
the Property is subject. Furthermore, the Company may carry back purchase money obligations
as part of the consideration for the sale of the Property. The Company may attempt to structure
any such sale so as to qualify as an “installment sale” for federal income tax purposes, but there
can be no assurance that any such sale could or would so qualify. Unless such sale qualifies as
an “installment sale,” the Company would generally be deemed to have received as proceeds of
such sale the fair market value of such purchase money obligations. Thus, the Company’s gain
on the disposition of any such property may exceed the cash proceeds, if any, of such
disposition, and in some cases the income taxes payable by the Members with respect to such
gain may exceed the cash proceeds, if any.
Foreclosure: If the Property is later financed, and in the event of a foreclosure of a

mortgage or deed of trust on the Property, the Company would realize gain, if any, in an amount
46
equal to the excess of the outstanding mortgage over the adjusted tax basis of the Property, even
though the Company might realize an economic loss upon such a foreclosure. In addition, the
Members could be required to pay income taxes with respect to such gain even though they
receive no cash distributions as a result of such foreclosure.
Company Termination for Tax Accounting Purposes: The Company will terminate
for tax purposes if, within a 12-month period, 50% or more of the capital and profits interests in
the Company are sold or exchanged. Termination of the Company for tax purposes would not
cause a Member to recognize gain unless such Member’s share of the Company’s cash (or cash
deemed distributed as a result of relief of indebtedness) exceeded the adjusted basis of his Units.
Nor would it cause a Member to recognize loss unless the Company’s assets at the time of
termination consisted solely of cash or certain unrealized receivables or substantially appreciated
inventory and the Member’s share thereof was exceeded by his adjusted basis. Article VII of the
Company’s Operating Agreement contains significant protections enabling the Manager to
protect the Company and Members from such unintended consequences.
Dissolution: Dissolution of the Company pursuant to state law prior to expiration of its
term should not by itself create tax consequences for the Members unless the dissolution is
followed by a liquidation of the Company. Such dissolution and liquidation might create adverse
tax and economic consequences for the Company. For example, if, as a result of dissolution, the
Company were required to liquidate the Property during a limited period of time, the Company
might sustain substantial economic losses based on the original cost of the Property.
Nevertheless, the Company might realize substantial taxable gain on such disposition as a result
of the use of borrowing in connection with acquisition of the Property. See “Sale or Other
Disposition of Company Property” under this heading.
Tax Elections: The Company may make certain elections for federal income tax
reporting purposes that could result in various items of Company income, gain, loss, deduction
and credit being treated differently for tax and Company purposes than for accounting purposes.
The Code provides for optional adjustments to the basis of Company property for
purposes of measuring both depreciation and gain upon distributions of Company property
(Section 734) and transfers of Units (Section 743) provided that a Company election has been
made pursuant to Section 754. The general effect of such an election is that transferees of Units
are treated, for purposes of computing depreciation and gain, as though they had acquired a
direct interest in the Company assets, and the Company is treated for such purposes, upon certain
distributions to partners, as though it had newly acquired an interest in the Company assets and
therefore acquired a new cost basis for such assets. Any such election, once made, is irrevocable
without the consent of the IRS.
As a result of the complexities and added expense of the tax accounting required to
implement such an election, the Manager does not presently intend to make such an election,
although they are empowered to do so by the Operating Agreement. Therefore, any benefits
which might be available to the Members by reason of such an adjustment to basis will be
foreclosed. In addition, a Member may have greater difficulty in selling Units since the
purchaser will obtain no current tax benefits from the investment to the extent that such
47
investment exceeds his allocable share of the Company’s basis in its assets and may be required
to recognize taxable income to the extent of such excess, even though the purchaser does not
realize any economic profit.
Deductibility, Capitalization and/or Amortization of Interest and Start-Up Expenses
Interest will accrue and be payable on any loan used to acquire, and secured by, the
Property. The deduction of such interest is limited by the rules limiting the deductibility of
passive losses, discussed above. See “Limitations on Losses and Credits from Passive
Activities” under this heading.
The IRS takes the position that, under Section 263 and applicable Regulations, costs
incurred by the Company which are directly or indirectly connected with the construction of new
improvements must, during the construction period, be capitalized rather than deducted. This
includes the actual costs of construction (materials and fully-loaded labor costs), as well as
indirect costs broadly applicable to the development process, such as utilities, insurance, tools,
administrative costs and design costs. Mortgage interest and real property taxes attributable to
the actual construction period (beginning when site preparation physically commences and
ending when the work of improvement concludes and the property is placed in service) must
likewise be capitalized.
Section 195 of the Code provides taxpayers with an election to amortize start-up
expenditures ratably over a period of at least 60 months commencing with the month in which
the new business begins. A start-up expenditure eligible for such amortization must be paid or
incurred in connection with investigating the creation or acquisition of an active trade or business
or paid or incurred in connection with creating an active trade or business. Such amounts must
also be of a type which, if paid or incurred in connection with the expansion to an existing trade
or business in the same field, would be allowable as a current deduction in the year paid or
incurred. In the case of a Company, the eligibility for the new election to amortize is made at the
Company level.
Organization and Syndication Expenses
Expenses paid or incurred in connection with the organization and syndication of a

partnership must be capitalized. Expenses of organizing a partnership may be amortized over a
period of not less than 60 months. However, syndication expenses may not be deducted
currently nor amortized. The determination as to whether expenses are organization or
syndication expenses is a factual determination which will initially be made by the Company.
Depreciation and Cost Recovery
Current federal income tax law permits the Company, as an owner of improved real
property, to take depreciation deductions based on its share of the entire cost of the depreciable
improvements, even though such improvements are financed in part with borrowed funds. If
however the purchase price of the Property and the nonrecourse liabilities to which the Property
is subject are in excess of the fair market value of the Property, the Company will not be entitled
48
to take depreciation deductions to the extent that the deductions are derived from such excess.
Under the Modified Accelerated Cost Recovery System enacted by Congress in 1986, the
Property will be eligible to be depreciated on a 27.5-year basis using a straight line method.
Certain components of the Property may be eligible for depreciation over shorter periods of time.
The Manager will determine, in his sole discretion, which method on balance best suits the
Company and its Members and will make any required election accordingly. Depreciation (cost
recovery) taken in excess of straight line is generally subject to a 25% tax attributable to the
“recaptured” amount upon sale.
Depreciation deductions can only be claimed for that portion of real property which is
depreciable. Since land is not depreciable, an allocation must be made between the value of
improvements on real estate and the underlying land. The allocation of purchase price between
depreciable and non-depreciable items is a question of fact, and if the amount allocated by the
Company to depreciable items is decreased and the amount allocated to non-depreciable items
such as land is increased, Company losses for federal income tax purposes will be decreased.
The Manager has not yet determined how to allocate the initial purchase price of the Property
between land and improvements and will make this determination in the best interests of all
Members. The Manager will likewise have a certain amount of discretion, subject to applicable
law, in determining the reporting position of the Company related to the newly-constructed
improvements, including, in addition to the basic decision between straight-line and accelerated
cost recovery, whether to recover cost by asset classes rather than treating the improvements as a
whole. Using the asset class approach, a stronger tax sheltering result can be achieved for
Members in early years. However, cost recovery over straight line is recaptured at a higher rate
than capital gains in the year of sale.
With respect to individual Members, there are penalties imposed by the IRS if there is a
substantial value overstatement for the Property. The Manager does not anticipate making
aggressive determinations on such matters and this topic, accordingly, should not be a matter of
concern.
Tax-Exempt Use Property
Units may be sold to both taxable and certain tax-exempt entities. In relation to tax-
exempt entities, the following discussion applies. Section 168(h)(6) of the Code provides that in
certain instances where an entity taxed as a partnership has as partners both tax-exempt entities
and persons or entities not exempt from taxation, a portion of the property owned by the
Company, to the extent depreciable, will be deemed tax-exempt use property and will be
required to be depreciated over the greater of 40 years or 125% of any long-term lease. Under
Section 168(h)(6) of the Code, unless the Company's allocation of Company tax items is
determined to be a qualified allocation, any property owned by the Company will be deemed to
be tax-exempt use property to the extent of the tax-exempt entities' proportionate share of the
Company. One of the requirements to have a qualified allocation is that the allocations of
Company items in the Company must have substantial economic effect under Section 704(b)(2)
of the Code. Based upon the nature of the investment program, it is unlikely that this risk will
arise. However, if a portion of the Property is required to be depreciated over 40 years,
depreciation deductions to all Members will be decreased accordingly.
49
Investment by Qualified Plans and Individual Retirement Accounts
Qualified plans (i.e., any pension, profit sharing or stock bonus plan that is qualified
under Section 401(a) of the Code), tax exempt entities, including individual retirement accounts,
although generally exempt from federal income taxation under Section 501(a) of the Code,
nevertheless are subject to tax to the extent that their unrelated business taxable income
("UBTI") exceeds $1,000 during any tax year. An allocation of income from property that is
"debt financed property" will result in UBTI. Debt financed property is generally defined to
mean any property as to which there is "acquisition indebtedness." The Company will likely
generate UBTI as the purchase of the Property has been structured, and reference is made to the
calculations of the Company’s accountants provided herewith. Qualified plans (but not
individual retirement accounts or other tax-exempt entities) may, under a special rule set forth in
Section 514(c)(9)(E) of the Code, avoid the characterization of their distributive share of income
from debt-financed property of an entity taxed as a partnership as UBTI unless any of the
following factors apply: (1) the price for the acquisition or improvement of the real property is
not a fixed amount determined as of the date of the acquisition or the completion of the
improvements; (2) the amount of indebtedness or any other amount payable with respect to such
indebtedness, or the time for making any payments of any such amount, is dependent, in whole
or in part, upon any revenue, income, or profits derived from such real property; (3) the real
property is at any time after its acquisition leased to the person selling such property or certain
persons related to the seller; (4) the real property is acquired from, or is at any time after the
acquisition leased to, certain related persons; (5) any person described in clause (3) or (4)
provides financing in connection with the acquisition or improvements; or (6) none of the
following is true: (a) all of the partners are "qualified organizations"; (b) each allocation to a
partner which is a qualified organization is a "qualified allocation"; or (c) the "fractions rule" in
Section 541(c)(9)(E) of the Code is met. A partnership or limited liability company treated as a
partnership will still comply with the rules under Section 514(c)(9)(E) if financing is obtained
from the seller of the property as long as the terms of the financing are on "commercially
reasonable terms."
For certain other entities - charitable remainder trusts and charitable remainder unitrusts
(as defined in Section 664 of the Code) - the receipt of any UBTI may have extremely adverse
tax consequences. For example, if such a trust or unitrust received any UBTI during a taxable
year, all of its taxable income from all sources will be taxable.
In considering an investment in the Company of a portion of the assets of a qualified

plan, a fiduciary should consider the factors discussed in "Investments By Qualified Plans and
Individual Retirement Accounts."
Company Tax Returns: The federal income tax returns of the Company may be audited
by the IRS and such an audit may result in adjustments to the’ various items reported by the
Company. For example, various deductions claimed by the Company on its returns of income
could be disallowed in whole or in part on audit, thereby resulting in an increase in the Net
Profits or a reduction in the Net Losses of the Company. The disallowance of such deductions in
whole or in part could increase a Member’s taxable income without the receipt of any additional
cash distributions from the Company.
50
The IRS has shifted the focus of its audits from the partner level to the Company level.
Members may be bound by actions taken by the Manager at the Company level during the course
of an audit.
Payments to the Manager and Affiliates: The Manager and its Affiliates will receive
various fees described elsewhere in this Memorandum. The tax treatment of the significant fees
is set forth below.
The Manager will treat the expenses of the Offering as non-amortizable syndication cost,
and these costs will be capitalized. These costs consist of selling costs, legal and accounting
fees, engineering and other costs and expenses directly related to the Offering. Organization fees
will either be capitalized or amortized over a 60 month period as maybe most advisable.
The Real Estate Acquisition Fee should be treated as a commission at purchase and
therefore capitalized and added to the basis of the Property. The Subordinated Property
Disposition Fee should be treated as a commission at sale and deducted.
The Development Fee May be subject to a certain degree of interpretation. The most
conservative approach to the Development Fee is that it falls into that category of fees and
charges which are intended to be capitalized as they reflect construction management, project
management and entitlement services during the construction period. However, to the extent that
they can be properly categorized as falling outside those categories, as for instance relating to
member communications, publicity and advertising, an allocable portion of the Development Fee
could be currently deductible. These determinations relate, however, to future events and cannot
be accurately forecast at the present time.
Management and lease-up fees (attributable to ordinary short-term apartment leases)

should be deductible as an ordinary and necessary business expense to the extent that the fee
represents an ordinary and necessary expense and do not exceed the reasonable value of the
services for which they are paid. Because the determination of whether these fees qualify as
ordinary and necessary business expenses is inherently factual, there is no assurance that this
determination may not be challenged by the IRS or that this determination would be upheld if
challenged by the IRS. However, in the event the management fees are not currently deductible,
they should be a capital expenditure related to the Property.
The Company will reimburse the Manager for actual costs incurred in furnishing certain
administrative services and facilities to the Company according to the Management Agreement.
The allocation of such costs between deductible expenses and nondeductible expenses will
depend upon a determination to be made when such costs are actually incurred in the future, and
counsel has expressed no opinion on the deductibility of such costs.
General Considerations
At-Risk Rules: A Member that is an individual or closely held corporation will be

unable to deduct his distributive share of Company Net Losses, if any, to the extent such Net
Losses exceeds the amount such Member has “at risk.” A Member’s initial amount at risk will
51
equal the sum of: (i) the amount of money invested by the Member in the Company; (ii) the basis
of any property contributed by such Member to the Company; and (iii) the amount of borrowed
funds used in Company activities to the extent that the Member is personally liable with respect
to such indebtedness.
A Member can include in the amount at risk such Member’s share of qualified non-
recourse financing in the event the Company holds real property. The Company’s loans secured
by the Property may not be considered qualified non-recourse financing. Although conceptually
the Loan does not violate the intent of the “at risk” rules, the uncertainty arises because in order
to qualify as “qualified non-recourse financing,” no person can be “personally liable.” Since the
Company is personally liable, the exception for qualified non-recourse financing may not apply
to the Loan, and consequently, the Members may not be “at risk” for these Loans.
A Member’s amount at risk will be reduced by the amount of any cash distributed to such
Member and the amount of Net Losses allocated to such Member, and will be increased by the
amount of Net Profits allocated to such Member. Net Losses not allowed under the at risk
provisions may be carried forward to subsequent taxable years and used when the amount at risk
increases.
Alternative Minimum Tax: Taxpayers may be subject to the alternative minimum tax
in addition to the regular income tax. The alternative minimum tax applies to designated items
of tax preference.
The laws on alternative minimum tax may change in Congress in the near future. For
further information concerning tax preferences and the alternative minimum tax, prospective
Members are strongly advised to consult their individual tax advisors.
Activities Not Engaged in for Profit: Under Section 183 of the Code, certain losses
from activities not engaged in for profit are not allowed as deductions from other income. The
determination of whether an activity is engaged in for profit is based on all the facts and
circumstances, and no one factor is determinative, although the Treasury Regulations indicate
that an expectation of profit from the disposition of property will qualify as a profit motive.
Section 183 contains a presumption that an activity is engaged in for profit if income exceeds
deductions in at least three out of five consecutive years. Although it is reasonable for a
prospective Member to conclude that he can realize a profit from an investment in the Company
as a result of cash flow and appreciation of the Company’s property, there can be no assurance
that the Company will be found to be engaged in an activity for profit due to the fact that the
applicable test is based on the facts and circumstances existing from time to time.
The IRS is paying increased attention to the application of Section 183 to partnerships.
Moreover, the Tax Court has accepted the argument by the IRS that Section 183 applies to the
activities of a Company (rather than the partner) and that the provisions of Section 183 are
applied at the Company level. The Company intends to conduct all operations in a businesslike
manner in order to generate a profit from operations and sale of the Property. In the event
Section 183 were applied with respect to the Units of a Member, a substantial portion of the tax
benefits associated with this Offering would be eliminated.
52
General Limitations on the Deductibility of Interest: In addition to the limitations on
the deductibility of interest incurred in connection with passive activities, the following is an
additional restriction on the deduction of interest. The Company does not anticipate prepaying
any interest, but it is possible that the Company, if it refinances a loan, will pay certain amounts
commonly referred to as “points,” which may be considered prepayments of interest for federal
income tax purposes. Interest prepayments (including “points”) must be capitalized and
amortized over the life of the Loan with respect to which they are paid. See also “Accrual
Method of Accounting” under this heading.
Tax Shelter Registration and Investor Lists
The organizer of a “tax shelter” must register the tax shelter with the IRS. The Manager
believes that, based on the intended operations of the Company, the Company will not satisfy the
definitional requirements for a “tax shelter” and will not be registered with the IRS.
Consequently, the Company and the Members may be subject to penalty in the event the IRS
determines that the Company was required to register as a tax shelter.
State and Local Taxes
In addition to the federal income tax consequences described above, prospective investors
should consider the state tax consequences of an investment in the Company. A Member’s
distributive share of the taxable income or loss of the Company generally will be required to be
included in determining his reportable income for state and local tax purposes.
United States Income Tax Considerations for Foreign Investors
The federal income tax treatment applicable to a nonresident alien or foreign corporation
investing in the Company is highly complex and will vary depending on the particular
circumstances of such investor and the effect of any applicable income tax treaties. Each foreign
investor should consult his own tax advisor as to the advisability of investing in the Company.
This Memorandum does not address the United States income tax considerations for foreign
investors. THEREFORE, INVESTORS ARE URGED TO CONSULT THEIR OWN TAX
COUNSEL REGARDING THE TAX CONSEQUENCES OF AN INVESTMENT IN
UNITS.
Qualified Plans and Individual Retirement Accounts – Additional Tax Issues
In considering an investment in the Company of a portion of the assets of a qualified

plan, a fiduciary, taking into account the facts and circumstances of such qualified plan, should
consider, among other things: (i) whether the investment is in accordance with the documents
and instruments governing such qualified plan, (ii) the definition of plan assets under the
Employee Retirement Income Security Act of 1974 ("ERISA"), (iii) whether the investment
satisfies the diversification requirements of Section 404(a)(1)(C) of ERISA, (iv) whether, under
Section 404(a)(1)(B) of ERISA, the investment is prudent, considering the nature of an
investment in and the compensation structure of the Company and the fact that there is not
expected to be a market created in which the fiduciary can sell or otherwise dispose of the Units,
53
(v) that the Company has had no history of operations, (vi) whether the Company or any affiliate
is a fiduciary or a party in interest to the qualified plan and (vii) that an investment in the
Company may cause the qualified plan to recognize UBTI. See "Federal Income Tax
Consequences - Investment by Qualified Plans and Individual Retirement Accounts - Unrelated
Business Taxable Income." The prudence of a particular investment must be determined by the
responsible fiduciary (usually the trustee, plan administrator, or investment manager) with
respect to each qualified plan, taking into account all of the facts and circumstances of the
investment.
ERISA provides that Units may not be purchased by a qualified plan if the Company or
affiliate is a fiduciary or party in interest (as defined in Sections 3(21) and 3(14) of ERISA) to
the plan unless such purchase is exempt from the prohibited transaction provisions of Section
406 of ERISA. Under ERISA, it is the responsibility of the fiduciary responsible for purchasing
the Units not to engage in such transactions. Section 4975 of the Code has similar restrictions
applicable to transactions between disqualified persons and qualified plans or individual
retirement accounts, which could result in the imposition of excise taxes on the Company, unless
and until such a prohibited transaction is corrected.
In the case of an individual retirement account ("IRA"), if the Company or Affiliate is a

disqualified person with respect to the IRA, the purchase of a Investor Unit by the IRA could
instead cause the entire value of the IRA to be taxable to the IRA sponsor.
The Department of Labor ("DOL") has promulgated final regulations ("DOL

Regulations"), 29 C.F.R. Section 2510.3-101, that define what constitutes "Plan Assets" in a
situation in which a qualified plan invests in a limited liability company, or other similar entity.
If assets of the Company are classified as Plan Assets, the significant penalties discussed below
could be imposed under certain circumstances.
Under the DOL Regulations, if a qualified plan, invests in an equity interest of an entity
that is neither a publicly offered security nor a security issued by an investment company
registered under the Investment Company Act of 1940, its assets include both the equity interest
and an undivided interest in each of the underlying assets of the entity, unless it is established
that the entity is an "operating company" or equity participation in the entity by benefit plan
investors is not "significant."
The Units will not qualify as publicly offered securities and will not be issued by an
investment company registered under the Investment Company Act of 1940.
Nonetheless, if one of the exceptions described below is satisfied, the Company's assets
may avoid being classified as Plan Assets. The Company's assets may be excluded from Plan
Assets under the DOL Regulations if the Company is considered an "operating company." The
term "operating company" includes an entity that is a "real estate operating company," as defined
in the DOL Regulations. Under the DOL Regulations, an entity is a "real estate operating
company" if:
54
(i) for any day during a 90-day annual valuation period at least 50% of its assets,
valued at cost (other than short-term investments pending long-term commitment or distribution
to investors), are invested in real estate which is managed or developed and with respect to
which such entity has the right to substantially participate directly in the management or
development activities; and
(ii) the entity, in the ordinary course of its business, is engaged directly in real estate
management or development activities. Example (8) in the DOL Regulations indicates that an
entity may still qualify as a "real estate operating company" when management of the entity's
real estate may be done by independent contractors if the entity retains certain control over the
independent contractor and frequently consults with and advises the independent contractor.
The Manager cannot assure investors that the Company would satisfy the definition of an
operating company because of the high degree of control exercised by the Manager pursuant to
the Operating Agreement. Additionally, because this determination involves questions of fact
regarding future activities, complete assurance on this issue cannot be provided. Further, it
should be noted that it is possible the Company would not qualify as a real estate operating
company in each year of their existence. That is, the fact that the Company satisfies the real
estate operating company rules in one year has no bearing on its ability to satisfy such rules in
later years.
If the Company is classified as a "real estate operating company," an investment by a

qualified plan in the Company should be treated only as an investment in an equity interest in the
Company and not as an investment in an undivided interest in each of the Company's assets.
If the Company does not qualify as an "operating company" under DOL Regulations, a
qualified plan's investment in the Company will be treated as an investment in an equity interest
in the Company, and not as an investment in an undivided interest in each of the underlying
assets, only if equity participation in the Company by benefit plan investors (i.e., qualified plans
and individual retirement accounts) is not "significant." Under the DOL Regulations, equity
participation in the Company by benefit plan investors would be "significant" on any date if,
immediately after the most recent acquisition of any equity interest in the Company, 25% or
more of the total value of the Units is held by benefit plan investors. In determining whether the
25% benefit plan investors ownership is exceeded, the ownership of any person with
discretionary authority with respect to Company assets is disregarded.
The Operating Agreement provides that less than 25% of the total value of the Units will
be acquired by benefit plan investors. Therefore, assuming that less than 25% of the Units are in
fact owned by benefit plans, the Company's assets should not be treated as Plan Assets.
However, it is possible that future sales of Units will result in benefit plan investors owning 25%
or more of the total value of the Units. In that event, the exemption from the DOL Regulations
afforded to entities in which benefit plan participation is not "significant" would not be available.
In the event that the Company is deemed to hold Plan Assets, additional issues relating to
the Plan Assets, and "prohibited transaction" concepts of ERISA and the Code arise. Anyone
with discretionary authority with respect to the Company's assets could become a "fiduciary" of
55
the qualified plans within the meaning of ERISA. As a fiduciary, such person would be required
to meet the terms of the qualified plan regarding asset investment and would be subject to
prudent investment and diversification standards. Any such fiduciary could be a defendant in an
ERISA lawsuit brought by the DOL, a qualified plan participant or another fiduciary to require
that the Company's assets and the investment and stewardship thereof meet these and other
ERISA standards.
In addition, if the Company is deemed to hold Plan assets, investment in the Company
might constitute an improper delegation of fiduciary responsibility to the Manager and expose
the fiduciary of a qualified plan investor to co-fiduciary liability under ERISA for any breach by
the Manager of its ERISA fiduciary duties.
Section 406 of ERISA and Section 4975(c) of the Code also prohibit qualified plans from
engaging in certain transactions with specified parties involving Plan Assets. Code Section
4975(c) also prevents IRAs from engaging in such transactions.
One of the transactions prohibited is the furnishing of services between a plan and a
"party in interest" or a "disqualified person." Included in the definition of "party in interest"
under Section 3(14) of ERISA and the definition of "disqualified person" in Section 4975(e)(2)
of the Code are "persons providing services to the plan." If the Manager or certain entities and
individuals related to the Manager have previously provided services to a benefit plan investor,
then the Manager could be characterized as a "party in interest" under ERISA and/or a
"disqualified person" under the Code with respect to such benefit plan investor. If such a
relationship exists, it could be argued that the Affiliate of the Manager is being compensated
directly out of Plan Assets rather than Company assets for the provision of services, i.e.,
establishment of the Company and making it available as an investment to the qualified plan. If
this were the case, absent a specific exemption applicable to the transaction, a prohibited
transaction could be determined to have occurred between the qualified plan and the Company.
If the Company's assets are treated as Plan Assets, a prohibited transaction would also
occur if a party with whom the Company enters into a transaction is a "party in interest" or
"disqualified person" with respect to a qualified plan.
Another type of transaction prohibited by ERISA and the Code is one in which
fiduciaries of a qualified plan or the person who establishes an individual retirement account
engage in self-dealing or in co-investment with the plan or account. Accordingly, Affiliates of
the Manager are not permitted to purchase Units with assets of any benefit plan investor if they
(i) have investment discretion with respect to such assets or (ii) regularly give individualized
investment advice which serves as the primary basis for the investment decisions made with
respect to such assets. In addition, no fiduciary of a qualified plan or owner of an individual
retirement account should purchase Units both individually and with assets of the benefit plan
investor. The Manager will take particular care to assure that it does not become a plan
fiduciary.
If the Company's assets are treated as Plan Assets and if it is determined by the DOL that
the acquisition of a Investor Unit or another transaction between the Company and a party in
56
interest by a qualified plan constitutes a prohibited transaction, then any party in interest, which
may include a fiduciary or sponsor of a qualified plan, that has engaged in any such prohibited
transaction could be required to: (i) restore to the qualified plan any profit realized on the
transaction; (ii) make good to the qualified plan any losses suffered by the qualified plan as a
result of such investment; (iii) pay an excise tax equal to 15% of the amount involved (i.e., the
amount invested in the Company), for each year during which the investment is in place; and (iv)
eliminate the prohibited transaction by reversing the transaction and making good to the
Company any losses resulting from the prohibited transaction. Moreover, if any fiduciary or
party in interest is ordered to correct the transaction by either the IRS or the DOL and such
transaction is not corrected within a 90-day period, the party in interest involved could also be
liable for an additional excise tax in an amount equal to 100% of the amount involved (i.e., the
amount invested in the Company), for each taxable year commencing with the year in which the
90-day period expires and ending with the year in which the prohibited transaction is corrected.
Also, the IDOL could assert additional civil penalties against a fiduciary or any other person who
knowingly participates in any such breach.
With respect to an investing IRA, the tax-exempt status of the account could be lost if the
investment constitutes a prohibited transaction under Section 408(e)(2) of the Code by reason of
the Company engaging in the prohibited transaction with the IRA or the individual who
established the IRA or his beneficiary. If the IRA were to lose its tax-exempt status, the entire
value of the IRA would be considered to be distributed and taxable to the IRA sponsor. Finally,
if the Company's assets were determined to be "Plan Assets," fiduciaries of such qualified plans
and IRAs might under certain circumstances be subject to liability for actions taken by the
Manager or its Affiliates. In addition, certain of the transactions described in the Memorandum
in which the Company may engage, including certain transactions with Affiliates, might
constitute prohibited transactions under the Code and ERISA with respect to such qualified plans
and IRAs, even if the acquisition of Units did not constitute a prohibited transaction. Moreover,
fiduciaries with responsibilities to qualified plans and/or IRAs subject to ERISA's fiduciary duty
rules might be deemed to have improperly delegated their fiduciary responsibilities to the
Manager in violation of ERISA.
57
OPERATING AGREEMENT
OF
A California Limited Liability Company
LLC Operating Agreement Exhibit A 2201 Dwight Partners, LLC

OPERATING AGREEMENT
OF
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.................................................................................................. A-1
1.1 “Acquisition Fee”.............................................................................................. A-1

1.2 “Act” ................................................................................................................. A-1
1.3 “Affiliate” ......................................................................................................... A-1
1.4 “Agreement” or “Operating Agreement”.......................................................... A-1
1.5 “Approved by the Members” and “Approval of the Members” ....................... A-1
1.6 “Articles” .......................................................................................................... A-1
1.7 “Assign” or “Assignment” ................................................................................ A-1
1.8 “Assignee” ........................................................................................................ A-2
1.9 “Bankrupt” or “Bankruptcy”............................................................................. A-2
1.10 “Business” ......................................................................................................... A-2
1.11 “Capital Account” ............................................................................................. A-2
1.12 “Capital Contribution” ...................................................................................... A-2
1.13 “Cash Flow” ...................................................................................................... A-2
1.14 “Code”............................................................................................................... A-2
1.15 “Company” ....................................................................................................... A-2
1.16 “Development Fee” ........................................................................................... A-2
1.17 “Distributable Cash” ......................................................................................... A-2
1.18 “Distribution”.................................................................................................... A-3
1.19 “Dissolution Event” .......................................................................................... A-3
1.20 “Economic Interest” .......................................................................................... A-3
1.21 “Escrow” ........................................................................................................... A-3
1.22 “Management Fee” ........................................................................................... A-3
1.23 “Managing Member” or “Manager” ................................................................. A-3
1.24 “Member” ......................................................................................................... A-3
1.25 “Members’ Preferred Return” ........................................................................... A-3
1.26 “Membership Interest” ...................................................................................... A-3
1.27 “Minimum Funding Date” ................................................................................ A-3
1.28 “Minimum Offering Amount” .......................................................................... A-3
1.29 “Net Losses” ..................................................................................................... A-4
1.30 “Net Profits”...................................................................................................... A-4
1.31 “Offering Termination Date” ............................................................................ A-4
1.32 “Percentage Interest” ........................................................................................ A-4
1.33 “Person” ............................................................................................................ A-4
1.34 “Proceeding” ..................................................................................................... A-4
1.35 “Property” ......................................................................................................... A-4
1.36 “Real Estate Disposition Fee” ........................................................................... A-4
LLC Operating Agreement A-i 2201 Dwight Partners, LLC

1.37 “Regulations” .................................................................................................... A-4
1.38 “Subordinated Profit Participation” .................................................................. A-4
1.39 “Substitute Member” ........................................................................................ A-4
1.40 “Super-Majority in Interest” ............................................................................. A-5
1.41 “Taxable Year” ................................................................................................. A-5
1.42 “Term” .............................................................................................................. A-5
1.43 “Units” .............................................................................................................. A-5
ARTICLE 2 FORMATION, PURPOSE AND TERM ......................................................... A-5
2.1 Formation .......................................................................................................... A-5

2.2 Name ................................................................................................................. A-5
2.3 Business Purpose .............................................................................................. A-5
2.4 Term .................................................................................................................. A-5
2.5 Principal Office ................................................................................................. A-6
2.6 Interest in Company .......................................................................................... A-6
2.7 Limited Liability ............................................................................................... A-6
2.8 Agent for Service of Process............................................................................. A-6
2.9 Initial Members ................................................................................................. A-6
2.10 Record Date ...................................................................................................... A-6
ARTICLE 3 CAPITAL CONTRIBUTIONS AND ACCOUNTS ........................................ A-6
3.1 Capital Contributions, Reserve Account........................................................... A-6

3.2 Maintenance of Capital Account ...................................................................... A-7
3.3 Assignment of Membership Interest ................................................................. A-8
3.4 Compliance with Section 704(b) of the Code ................................................... A-8
3.5 No Interest or Right to Withdraw Capital ......................................................... A-8
3.6 Liquidating Proceeds ........................................................................................ A-8
ARTICLE 4 ALLOCATIONS AND DISTRIBUTIONS...................................................... A-8
4.1 Allocations of Net Profits and Net Losses ........................................................ A-8

4.2 Distributions of Distributable Cash .................................................................. A-13
4.3 Limitations on Distributions ............................................................................. A-13
4.4 In-Kind Distributions ........................................................................................ A-14
ARTICLE 5 COMPANY MANAGEMENT AND EXPENSES .......................................... A-14
5.1 Management ...................................................................................................... A-14

5.2 Manager ............................................................................................................ A-14
5.3 Authority of Manager ....................................................................................... A-14
5.4 Restrictions on Authority of Members ............................................................. A-15
5.5 Actions of the Manager ..................................................................................... A-16
5.6 Compensation and Company Expenses ............................................................ A-16
5.7 Interested Transactions ..................................................................................... A-17
5.8 Officers ............................................................................................................. A-18
LLC Operating Agreement A - ii 2201 Dwight Partners, LLC

5.9 Meetings and Voting ......................................................................................... A-18
5.10 Use of Proxies ................................................................................................... A-19
5.11 Approval or Ratification by Members .............................................................. A-19
5.12 No Agency; Indemnification............................................................................. A-19
ARTICLE 6 BOOKS, RECORDS AND ACCOUNTING PRINCIPLES ............................ A-19
6.1 Accounting Policy ............................................................................................. A-19

6.2 Annual Financial Report ................................................................................... A-19
6.3 Income Tax Returns and Information ............................................................... A-20
6.4 Records ............................................................................................................. A-20
ARTICLE 7 ASSIGNMENT OF MEMBERSHIP INTERESTS;

SUBSTITUTE AND ADDITIONAL MEMBERS .......................................... A-21
7.1 Generally ........................................................................................................... A-21

7.2 Consent of Manager .......................................................................................... A-21
7.3 Assignment of Economic Interest Only ............................................................ A-21
7.4 Rights of Assignees........................................................................................... A-22
7.5 Admission of Substitute Members .................................................................... A-22
7.6 Admission of Additional Members ................................................................... A-22
ARTICLE 8 DISSOLUTION AND WINDING UP ............................................................. A-22
8.1 Dissolution ........................................................................................................ A-22

8.2 Effect of Dissolution; Certificate of Dissolution .............................................. A-23
8.3 Distribution of Assets on Dissolution ............................................................... A-23
8.4 Completion of Winding Up .............................................................................. A-24
8.5 Return of Distributions Post-Dissolution .......................................................... A-24
ARTICLE 9 INDEMNIFICATION....................................................................................... A-24
ARTICLE 10 INVESTMENT REPRESENTATIONS ........................................................... A-25
10.1 Representations ................................................................................................. A-25

10.2 No Advertising .................................................................................................. A-25
10.3 Investment Intent .............................................................................................. A-25
10.4 Purpose of Entity............................................................................................... A-26
10.5 Economic Risk .................................................................................................. A-26
10.6 No Registration of Membership Interest........................................................... A-26
10.7 Membership Interest in Restricted Security ...................................................... A-26
10.8 No Obligation to Register ................................................................................. A-26
10.9 Investment Risk ................................................................................................ A-26
10.10 Investment Experience ...................................................................................... A-26
10.11 Restrictions on Transferability .......................................................................... A-26
10.12 Information Reviewed ...................................................................................... A-27
10.13 No Representation by Company ....................................................................... A-27
LLC Operating Agreement A - iii 2201 Dwight Partners, LLC

10.14 Consultation with Attorney ............................................................................... A-27
10.15 Tax Consequences ............................................................................................ A-27
10.16 No Assurance of Tax Benefit ............................................................................ A-27
10.17 Indemnity .......................................................................................................... A-28
ARTICLE 11 GENERAL PROVISIONS ............................................................................... A-28
11.1 Entire Agreement; Amendment ........................................................................ A-28

11.2 Governing Law; Venue ..................................................................................... A-28
11.3 Severability ....................................................................................................... A-29
11.4 Counterparts ...................................................................................................... A-29
11.5 Construction ...................................................................................................... A-29
11.6 Notices .............................................................................................................. A-29
11.7 Successors and Assigns..................................................................................... A-29
11.8 Attorneys’ Fees ................................................................................................. A-30
11.9 Mediation and Arbitration of Disputes ............................................................. A-30
11.10 No Partnership Intended for Nontax Purpose ................................................... A-30
11.11 Rights of Creditors and Third Parties ............................................................... A-30
11.12 Warranty of Authority....................................................................................... A-31
11.13 Further Assurances............................................................................................ A-31
11.14 Legal Counsel to Company ............................................................................... A-31
11.15 Member’s Other Business ................................................................................. A-31
EXHIBIT 1: MEMBERS, INITIAL CAPITAL CONTRIBUTIONS, AND PERCENTAGE

INTERESTS ..............................................................Exhibit 1 to Exhibit A, Page 1
EXHIBIT 2: MANAGEMENT AGREEMENT .............................Exhibit 2 to Exhibit A, Page 1
EXHIBIT 3: CONSENT OF SPOUSE ...........................................Exhibit 3 to Exhibit A, Page 1
LLC Operating Agreement A - iv 2201 Dwight Partners, LLC

OPERATING AGREEMENT
OF
THIS OPERATING AGREEMENT (“Agreement”) of 2201 Dwight Partners, LLC, is

entered into as of ________________, 2009 by and among the individuals and entities whose
names are set forth at the end of this Agreement (who are hereinafter referred to individually as
“Member” and collectively as “Members”).
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, unless the context clearly indicates otherwise, the
following terms shall have the following meanings:
1.1 “Acquisition Fee” shall have the meaning given it in Section 5.6.2 and Exhibit 2
of this Agreement.
1.2 “Act” shall mean the Beverly-Killea Limited Liability Company Act, Title 2.5
(commencing with Section 17000) of the California Corporations Code, and any and all
amendments and successor statutes thereto.
1.3 “Affiliate” shall mean (i) any person directly or indirectly controlling, controlled
by or under common control with another person, (ii) a person owning or controlling ten percent
(10%) or more of the outstanding voting securities of another person, (iii) any officer, director,
partner, member or employee of any person, and (iv) if a person, classified as an Affiliate by
virtue of (i), (ii) or (iii) above, is an officer, director, partner, member or employee, any company
for which such person acts in any such capacity.
1.4 “Agreement” or “Operating Agreement” shall mean this Operating Agreement

of 2201 Dwight Partners, LLC, including any subsequent amendment or restatement.
1.5 “Approved by the Members” and “Approval of the Members” shall mean the
consent of Members holding a Super-Majority in Interest, obtained in accordance with
Section 5.9.
1.6 “Articles” shall mean the articles of organization of the Company, including any
and all amendments thereto or restatements thereof, as properly adopted and filed with the
California Secretary of State.
1.7 “Assign” or “Assignment” shall mean any sale, assignment, transfer, exchange,
mortgage, pledge, grant, hypothecation, or other transfer, whether voluntary or involuntary and
whether absolute or as security or encumbrance (including any disposition by operation of law).
LLC Operating Agreement A-1 2201 Dwight Partners, LLC

1.8 “Assignee” shall mean an assignee of a Membership Interest who has not been
admitted as a Substitute Member.
1.9 “Bankrupt” or “Bankruptcy” shall mean with respect to any person, (i) being
subject of an order for relief under Title 11 of the United States Bankruptcy Code, or any
successor statute or other statute in any foreign jurisdiction having like impact or effect, or
(ii) initiating, in an original proceeding or by way of answer in any state insolvency or
receivership proceeding, an action for liquidation, arrangement, composition, readjustment,
dissolution, or similar relief.
1.10 “Business” shall mean the business conducted by the Company according to the
Business Purpose set forth in Section 2.3.
1.11 “Capital Account” shall mean with respect to each Member, the account
determined and maintained in accordance with Article 3.
1.12 “Capital Contribution” shall mean any money, property, or services rendered,
or a promissory note or other binding obligation to contribute money or property, or to render
services as permitted under the Act, which a Member contributes to the Company as capital in
that Member's capacity as a Member.
1.13 “Cash Flow” shall mean the proceeds from the Company’s operation of the
Business (including but not limited to leasing revenue) and from miscellaneous sources, without
deduction for depreciation, amortization or similar noncash allowances, but after deducting
amounts used to pay all Company expenses, including the Property’s periodic debt service, all
compensation currently due the Manager hereunder pursuant to the Management Agreement
(Exhibit 2 to this Operating Agreement), capital improvements and replacements. The Term
“Cash Flow” shall include, in addition to current net revenue as described above, the revenues of
the Business net of loan payoffs and other obligations which are derived from capital events
(including but not limited to sales) and financings of assets.
1.14 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.
1.15 “Company” shall mean 2201 Dwight Partners, LLC, a limited liability company
formed under the Act and otherwise under the laws of the State of California, and any successor
limited liability company.
1.16 “Development Fee” shall have the meaning given it by Section 5.6.2 and Exhibit
2 of this Agreement.
1.17 “Distributable Cash” shall mean the Company's Cash Flow less amount set
aside as reserves by the Manager.

1.18 “Distribution” shall mean a transfer of Property or Cash to a Member on account
of a Membership Interest as described in Article 4.
1.19 “Dissolution Event” shall mean an event, the occurrence of which will result in
the dissolution of the Company under Article 8 unless the Members agree to the contrary.
1.20 “Economic Interest” shall mean a Person’s right to share in the Net Profits, Net
Losses, deductions, credits, gains and similar items of, and to receive Distributions from, the
Company, but does not include any other rights of a Member including, without limitation, the
right to vote or participate in management, or, except as provided in the Act, any right to
information concerning the business and affairs of the Company.
1.21 “Escrow” shall mean the escrow account at U.S. Bank Trust, San Francisco, CA
holding the proceeds from sale of Units pursuant to this Private Placement Memorandum, and
pursuant to whose terms funds will be transferred to Old Republic Title Company for purchase
of the Property.
1.22 “Management Fee” shall have the meaning given it by Section 5.6.2 and Exhibit
2 of this Agreement.
1.23 “Managing Member” or “Manager” shall mean CityCentric/Dwight and

Fulton, LLC, a California limited liability company.
1.24 “Member” shall mean any Member, any Substitute Member or additional
Member admitted to the Company pursuant to Article 7. Except where specifically stated
otherwise, “Member” also includes Manager.
1.25 “Members’ Preferred Return” shall mean a non-subordinated accrued yield

upon each Member’s cash Capital Contribution, from the time each investment is accepted, at the
rate of five percent (5%) per annum simple, which adjusts to eight percent (8%) per annum
simple at the time of conversion of the construction loan on the Property to permanent financing.
1.26 “Membership Interest” shall mean a Member’s rights in the Company,

collectively, including the Member’s Economic Interest, the right to vote and participate in
management, and the right to receive information concerning the business and affairs of the
Company. The Membership interest of a Member is also expressed in Units.
1.27 “Minimum Funding Date” shall mean the earlier of (i) the date upon which
subscriptions and funds for at least forty-six (46) Units ($2,300,000) are received by the
Company and deposited into Escrow, or (ii) November 16, 2009, unless extended by the
Company in its sole discretion to a date not later than the Offering Termination Date.
1.28 “Minimum Offering Amount” shall mean the gross proceeds from the sale of
forty-six (46) Units, including sums loaned by the Manager which will be converted to Unit
ownership if not sold by the Offering Termination Date.

1.29 “Net Losses” shall mean the losses and deductions of the Company determined in
accordance with accounting principles consistently applied from year to year employed under the
method of accounting adopted by the Company and as reported separately or in the aggregate, as
appropriate, on the tax return of the Company filed for federal income tax purposes.
1.30 “Net Profits” shall mean the income and gains of the Company determined in
accordance with accounting principles consistently applied from year to year employed under the
method of accounting adopted by the Company and as reported separately or in the aggregate, as
appropriate, on the tax return of the Company filed for federal income tax purposes.
1.31 “Offering Termination Date” shall mean December 15, 2009, after which date
no further Units in the Company shall be sold.
1.32 “Percentage Interest” shall mean the ownership percentage of each Member in
Net Profits, Net Losses, Distributable Cash and other Distributions set forth opposite such
Member’s name on Exhibit 1 attached hereto.
1.33 “Person” shall mean an individual, partnership, limited partnership, trust, estate,
association, corporation, limited liability company or other entity, whether domestic or foreign.
1.34 “Proceeding” shall mean any administrative, judicial, or other adversary

proceeding, including, without limitation, litigation, arbitration, administrative adjudication,
mediation, bankruptcy case or proceeding, and any appeal or review of any of the foregoing.
1.35 “Property” shall mean any real or personal property, whether tangible or
intangible, including money and any legal or equitable interest in such property, but excluding
services and promises to perform services in the future. The term Property specifically includes
the improved real property at 2201 Dwight Way, Berkeley, CA whose acquisition and proposed
development is described in the Private Placement Memorandum into which this Agreement is
incorporated.
1.36 “Real Estate Disposition Fee” shall have the meaning given it by Section 5.6.2
and Exhibit 2 of this Agreement.
1.37 “Regulations” shall mean, except where the context indicates otherwise, the
permanent, temporary, proposed, or proposed and temporary regulations of Department of the
Treasury under the Code as such regulations may be lawfully changed from time to time.
1.38 “Subordinated Profit Participation” shall have the meaning given it by Section
5.6.2 and Exhibit 2 of this Agreement.
1.39 “Substitute Member” shall mean an Assignee who has been admitted to all of
the rights of membership pursuant to Article 7.

1.40 “Super-Majority in Interest” shall mean Members including the Managing
Member, owning in the aggregate more than sixty-six and two-thirds percent (66 2/3%) or more
of the combined Percentage Interests.
1.41 “Taxable Year” shall mean the taxable year of the Company as determined
pursuant to Section 706 of the Code.
1.42 “Term” shall mean the term of the Company as set forth in Section 2.4.
1.43 “Units” shall mean investment interests in the Company, each of which, when
fully paid in, equals aggregate cash Capital Contributions to the Company of $50,000. Each Unit
shall be paid in according to a schedule set forth in the Subscription Agreement and Power of
Attorney contained in the Company’s Private Placement Memorandum, which Subscription
Agreement is fully incorporated herein by reference.
ARTICLE 2
FORMATION, PURPOSE AND TERM
2.1 Formation. The Members hereby agree to form and hereby form, a limited
liability company pursuant to the provisions of the Act. The Manager has caused Articles of
Organization (Form LLC-1) to be filed with the California Secretary of State in accordance with
the provisions of the Act. In the event of any conflict between any terms of the Articles and any
terms of this Agreement, the terms of the Articles shall prevail. To the extent not expressly
provided for in this Agreement, the rights and liabilities of the Members shall be as provided in
the Act.
2.2 Name. The name of the Company is 2201 Dwight Partners, LLC, and all
business of the Company shall be conducted under that name or under any other name Approved
by the Members and permitted by applicable law.
2.3 Business Purpose. The purpose and business of the Company is to purchase
land, develop, hold, enhance the value of and lease out one or more parcels of real property for
investment purposes. The Company exists only for the purpose specified in this Section 2.3, and
may not conduct any other business without the Approval of the Members and the Managing
Member. The authority granted to the Members hereunder to bind the Company shall be limited
to actions necessary or convenient to this purpose and business, and each Member and the
Manager hereby agrees to indemnify, defend and hold harmless the Company and each other
Member from and against any and all indebtedness, liabilities and obligations incurred by them
as a result of such Member exceeding such authority.
2.4 Term. Except as extended by Approval of the Members, the term of the
Company shall commence on the date the Articles are filed with the California Secretary of
State, and shall terminate on December 31, 2059, or earlier as provided in Section 8.1 of this
Agreement.

2.5 Principal Office. The principal office of the Company shall be located at 5715
Claremont Ave., Berkeley, CA 94618 or at any other location in California so designated by the
Manager.
2.6 Interest in Company. Each Member’s Membership Interest in the Company, as

well as any Assignee’s Economic Interest in the Company, constitutes personal property of the
Member or assignee. A Member or assignee has no interest in specific Company property.
2.7 Limited Liability. Except as otherwise required by law, no Member shall have
any personal liability for any debts, liabilities or obligations of the Company.
2.8 Agent for Service of Process. The name and address of the initial agent for the
service of process shall be W. Stephen Wilson, 500 Sansome Street, 8th Floor, San Francisco,
California 94111. The Members may, from time to time, change such agent for service of
process or address in the manner provided by applicable law; provided that the Company shall
continuously maintain in California an agent for service of process on the Company. In the
event the designated agent ceases to act as such for any reason or no longer resides in California,
the Company shall promptly designate a replacement agent and file an amended statement
(Form LLC-12) with the California Secretary of State.
2.9 Initial Members. The initial Members of the Company are set forth in Exhibit 1
to this Operating Agreement. Members shall be admitted effective the last day of the calendar
month in which their Capital Contributions are received.
2.10 Record Date. The record date for determining the Members entitled to receive
Notice of any meeting, to Vote, to receive any distribution, or to exercise any right in respect of
any other lawful action, shall be the date set by the Manager or by a Majority of Members;
provided that such record date shall not be more than 60 or less than ten calendar days prior to
the date of the meeting and not more than 60 calendar days prior to any other action. In the
absence of any action setting a record date, the record date shall be determined in accordance
with California Corporations Code Section 17104(k).
ARTICLE 3
CAPITAL CONTRIBUTIONS AND ACCOUNTS
3.1 Capital Contributions; Reserve Account. The Members have contributed as

capital to the Company cash in the amount and value described on attached Exhibit 1. The
schedule of installment payments comprising each Unit is set forth in the Subscription
Agreement and Power of Attorney accompanying this Operating Agreement and is fully
incorporated herein by reference. The respective percentage or quantum of Membership Interest
of each Member is likewise set forth on Exhibit 1, which shall be amended from time to time to
reflect the admission of new members. The Manager has acquired its initial one percent (1%)
Percentage Interest, including its Subordinated Profit Participation in 40% of the Company’s
Distributable Cash, by contribution of a combination of its appreciated contract right to acquire
the Property, plus cash and/or a promissory note. The Company shall at all times maintain a

prudent reserve account, whose level shall be established in the reasonable judgment of the
Manager.
3.2 Maintenance of Capital Account. An individual Capital Account for

each Member shall be maintained in accordance with the requirements of Treasury Regulation
Section 1.704-1(b)(2)(iv) and adjusted in accordance with the following provisions:
3.2.1 A Member’s Capital Account shall be increased by that Member’s Capital

Contributions, that Member’s share of Net Profits, and any items in the nature of income or gain
that are specially allocated to that Member pursuant to this Agreement or otherwise.
3.2.2 A Member’s Capital Account shall be increased by the amount of any

Company liabilities assumed by that Member subject to and in accordance with the provisions of
Treasury Regulation Section 1.704-1(b)(2)(iv)(c).
3.2.3 A Member’s Capital Account shall be decreased by (a) the amount of cash
distributed to that Member (exclusive of expense reimbursements and loan payments); (b) the
fair market value of any property of the Company so distributed, net of liabilities secured by
such distributed property that the distributee Member is considered to assume or to be subject to
under Code Section 752; and (c) the amount of any items in the nature of expenses or Net Losses
that are specially allocated to that Member pursuant to this Agreement or otherwise.
3.2.4 A Member’s Capital Account shall be reduced by the Member’s share of

any expenditures of the Company described in Code Section 705(a)(2)(E), or which are treated
as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(i) (including syndication expenses and losses nondeductible under Code
Sections 267(a)(1) or 707(b)).
3.2.5 If any Economic Interest (or portion thereof) is transferred, the transferee
of such Economic Interest or portion shall succeed to the transferor’s Capital Account
attributable to such interest or portion.
3.2.6 The principal amount of a promissory note that is not readily traded on an
established securities market and that is contributed to the Company by the maker of the note
shall not be included in the Capital Account of any Person until the Company makes a taxable
deposition of the note or until (and to the extent) principal payments are made on the note, all in
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(d)(2).
3.2.7 Each Member’s Capital Account shall be increased or decreased as

necessary to reflect a revaluation of the Company’s property assets in accordance with the
requirements of Treasury Regulation Sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(g),
including the special rules under Treasury Regulation Section 1.701-(b)(4), as applicable. The
provisions of this Agreement respecting the maintenance of Capital Accounts are intended to
comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a
manner consistent with those Regulations.

3.3 Assignment of Membership Interest. In the event of an Assignment of all or
any part of a Member’s Membership Interest in the Company in accordance with the applicable
provisions of this Agreement, the Capital Account of the assignor Member shall become the
Capital Account of the Assignee, to the extent it relates to the portion of the Membership Interest
assigned.
3.4 Compliance with Section 704(b) of the Code. The provisions of this Article 3
as they relate to the maintenance of Capital Accounts are intended, and shall be construed, and, if
necessary, modified to cause the allocations of profits, losses, income, gain and credit pursuant to
Article 4 to have substantial economic effect under the Regulations promulgated under
Section 704(b) of the Code, in light of the distributions made pursuant to Articles 4 and 8 and the
Capital Contributions made pursuant to this Article 3. Notwithstanding anything herein to the
contrary, this Agreement shall not be construed as creating a deficit restoration obligation or
otherwise personally obligate any Member to make any Capital Contribution in excess of such
Member’s initial Capital Contribution.
3.5 No Interest or Right to Withdraw Capital. Except as otherwise agreed to in

writing by all Members: (a) no interest shall be paid by the Company on any Member’s Capital
Contributions or on the balance in any Member’s Capital Account; (b) no Member shall have the
right to withdraw such Member’s Capital Contributions or to demand or receive a return of such
Member’s Capital Contributions; and (c) no Member shall have the right to demand or receive
Property other than cash in return for its Capital Contributions. However, pursuant to a vote to
dissolve and wind up under Section 8.1, the Members may also approve a plan of liquidation
providing for distribution of tangible assets to members according to an equitable formula.
Provided, however, that this Section 3.5 shall not apply to any additional or later offering of
interests in the Company for the purpose of providing additional cash capital for the Business
and/or providing a liquidity feature as an accommodation to Members.
3.6 Liquidating Proceeds. Notwithstanding any other provisions of this Agreement

to the contrary, when there is a distribution in liquidation of the company, or when any
Member’s Interest is liquidated, all Net Profits and Net Losses first shall be allocated to the
Members’ Capital Accounts under this Article 3, and other credits and deductions to the
Members’ Capital Accounts shall be made before the final distribution is made. The final
distribution to the Members shall be made as provided in Section 8 of this Agreement. The
provisions of this Section 3.6 and Article 8 shall be construed in accordance with the
requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2).
ARTICLE 4
ALLOCATIONS AND DISTRIBUTIONS
4.1 Allocations of Net Profits and Net Losses. The allocations of Net Profits,
income, gains, Net Losses, and deductions set forth in the Agreement are intended to comply
strictly with Regulations Section 1.704-1(b), Regulations Section l.704-1T(b)(4)(iv), and
Regulations Section 1.704-2, and are intended to have “substantial economic effect” within the
meaning of those Regulations.

4.1.1 Allocation of Net Profits. Except as otherwise provided elsewhere under
the Agreement and after first giving effect to the special allocations in Subparagraphs 4.1.3.
through 4.1.12, Net Profits for any fiscal year shall be allocated to each Member in accordance
with his, her or its Percentage Interest as set forth in Exhibit 1. Subject to any limitations
described elsewhere in the Agreement including but not limited to Subparagraphs 4.1.13 and
4.1.14, the above allocation of Net Profits may be modified by subsequent agreement to conform
to adjustments made to the Percentage Interest because of loans converted to Capital
Contributions, any distributions of cash, any adjustment to Capital Account pursuant to Section
3.1.2 of this Agreement and any liquidating distribution. If a Member’s Percentage Interest is
not the same throughout a given fiscal year, the Members shall determine the allocation of Net
Profits by taking into account the varying Percentage Interest during the year but such
determination shall be in conformity with the requirements of Code Section 706(d) and the
regulations thereunder. “Net Profits” as defined and used herein refers to all items of income
(including all items of gain and including income exempt from tax) as properly determined for
“book purposes”. Net Profits shall be determined based on the “book value” of the assets of
Company as set forth on the books of Company in accordance with the principles of Regulations
Section 1.704-1(b)(2)(iv)(g). Otherwise Net Income and loss shall be determined strictly in
accordance with Federal income tax principles (including rules governing depreciation and
amortization), applied hypothetically based on values of Company assets as set forth on the
books of Company.
4.1.2. Allocation of Net Losses. Except as otherwise provided under the
Agreement and after giving effect to the special allocations in Subparagraphs 4.1.3 through
4.1.12, Net Losses for any fiscal year shall be allocated to each Member accordance with the
Member’s Percentage Interest set forth in Exhibit 1. Subject to any limitations described
elsewhere in the Agreement including but not limited to Subparagraphs 4.1.13 and 4.1.14, the
above allocation of Net Losses may be modified by subsequent agreement to conform to
adjustments made to the Percentage Interest because of loans converted to Capital Contributions,
any distributions of cash, any adjustment to Capital Account pursuant to Section 3.1.2 of this
Agreement and any liquidation distributions. If a Member’s Percentage Interest is not the same
throughout a given fiscal year, the Members shall determine the allocation of Net Losses to the
Member by taking into account his varying Percentage Interest in Net Losses during the year but
such determination shall be in conformity with the requirements of Code Section 706(d) and the
regulations thereunder. “Net Losses” as defined and used herein refers to all items of loss
(including deductions) as properly determined for “book purposes”. Net Losses shall be
determined based on the value of the assets of Company as set forth on the books of Company in
accordance with the principles of Regulations Section 1.704-1(b)(2)(iv)(g). Otherwise, Net
Losses shall be determined strictly in accordance with federal income tax principles (including
rules governing depreciation and amortization) applied hypothetically based on values of
Company assets as set forth on the books of Company.
4.1.3. Allocation of Company Minimum Gain. The term “Company Minimum
Gain” shall be defined and determined in accordance with Regulations Section 1.704-2(d).
Notwithstanding any other provision of the Agreement, if there is a net decrease in Company
Minimum Gain for a Company taxable year, then each Member shall be allocated items of
income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to
the extent of, an amount equal to the greater of (a) the portion of such Member’s share of the net

decrease in Company Minimum Gain during such year that is allocable to the disposition of
Company property subject to one nor more Non-recourse Liabilities of Company and (b) the
deficit balance in such Member’s capital account at the end of such year. Such allocations shall
be made before any other allocation of Company items for the year. For the purpose of this
Section 4.1, the balance in a Member’s capital account at the end of such year shall be
determined with the adjustments prescribed by Regulations Section 1.704-1(b)(4)(iv)(e)(2).
Such allocations shall be made in accordance with the provisions of Regulations Section 1.704-
1(b)(4)(iv)(e).
4.1.4. Allocation of Member’s Share of Minimum Gain. A “Member’s share of
Minimum Gain” shall be defined and determined in accordance with Regulations Section 1.704-
2(d). Notwithstanding any other provision of the Agreement, if there is a net decrease during a
Company taxable year in the Member’s Share of Minimum Gain, then any Member with a share
of the Minimum Gain at the beginning of such year shall be allocated items of Company income
and gain for such year (and, if necessary, subsequent years) in proportion to, and to the extent of
an amount equal to the greater of (a) the portion of such Member’s share of the net decrease in
the Minimum Gain that is allocable to the disposition of Company property subject to such
Member’s Non-recourse Debt, and (b) the deficit balance in such Member’s capital account at
the end of such year. The items of Company income and gain allocated by this Section 4.1.4
shall not include any items of income or gain allocated pursuant to the Section above. The
allocations under this Section 4.1.4 shall be made before any other allocation (except any
allocations made pursuant to this Section 4. 1 above) of Company items for the year. For the
purpose of this Section 4.1.4, the balance in a Member’s capital account at the end of such year
shall be determined with the adjustments prescribed by, and the allocations hereunder shall be
made in accordance with, the provisions of Regulations Section 1.704-1(b)(4)(iv)(h)(4).
4.1.5. Allocation of Net Profits and Gains Under Qualified Income Offset. Items
of Net Profits and gain shall be specially allocated to each Member in an amount and manner
sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account
Deficit of the Member determined under Regulations Section 1.704-1(b)(2)(ii)(d) as quickly as
possible in the event any Member unexpectedly receives any (1) distributions that, as of the end
of such year, reasonably are expected to be made to a Member to the extent they exceed
offsetting increases to such Member’s capital account that reasonably are expected to occur
during (or prior to) Company taxable years in which such distributions reasonably are expected
to be made (other than increases pursuant to a minimum gain chargeback of the Agreement) or
(ii) adjustments, allocations, or distributions described in Regulations Section l.704-
1(b)(2)(ii)(d)(4), (5) or (6). This subsection is intended comply with Regulation Section 1.704-
1(b)(2)(ii)(d) and should be so interpreted.
4.1.6 Allocation of Non-recourse Deductions. The term “Company Non-
recourse Deductions” shall be defined and determined in accordance with Regulations Section
1.704-2(b) and (c). Company Non-recourse Deductions shall be allocated to the Member, if any,
that bears the economic risk of loss for the Member Non-recourse Debt to which the Member
Non-recourse Deductions are attributable. If more than one Member bears the economic risk of
loss for a Member Non-recourse Debt, the Non-recourse Deduction attributable to such Member
Non-recourse Debt shall be allocated among such Members in accordance with the ratios in
which the Members share the economic risk of loss for such Non-recourse Debt. Otherwise,
LLC Operating Agreement A - 10 2201 Dwight Partners, LLC

Non-recourse Deductions shall be allocated in the same manner as, and be subject to the same
restrictions imposed upon Net Losses. Member Non-recourse Debt shall be defined and
determined in accordance with Regulations Section I .704-2(b)(4).
4.1.7. Allocation of Income, Gains and Losses Related to Contributed Property.
In accordance with Code Section 704(c) and the Regulation thereunder, income, gain, loss, and
deduction with respect to any property contributed to the capital of Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation between the
adjusted basis of such property to Company for federal income tax purposes and its initial gross
fair market value. In the event the initial gross fair market value of any Company asset is
adjusted, subsequent allocations of income, gain, loss, and deduction with respect to such asset
shall take account of any variation between the adjusted basis of such asset for federal income
tax purposes and its initial gross fair market value under one of the methods allowed under Code
Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such
allocations shall be made by the Members in any manner that reasonably reflects the purpose and
intention of the Agreement. Allocations pursuant to this Subsection 4.1.7. are solely for purposes
of federal, state, and local taxes and shall not affect or in any way be taken into account in
computing, any member’s Capital Account or share of Net Profits, Net Losses, or other items or
distributions pursuant to any other provision of the Agreement.
4.1.8 Allocation of Gain and Loss from Sale or Other Disposition of Property
Not Revalued. If, in connection with the admission of an additional Member to Company or the
liquidation of a Member’s Interest in Company, Company property is not revalued pursuant to
Regulations Section 1.704-1(b)(2)(iv)(f) and the Members’ capital accounts are not adjusted
accordingly, then, upon any subsequent sale or other disposition of Company property, gain or
loss recognized upon the sale or other disposition shall be allocated among the Members so as to
take into account the variation between the adjusted basis of such property and its fair market
value as of the date the additional Member was admitted or the date the Member’s Interest was
liquidated, as the case may be, in the same manner as under Code Section 704(c).
4.1.9 Allocation of Gains and Losses Related to Adjustments in Tax Basis. To
the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code
Sections 734(b) or 743(b) is required, pursuant to Regulations Section 1 .704-1 (b)(2)(iv)(m), to
be taken into account determining Capital Accounts, the amount of such adjustment to the
Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially
allocated to the Members in a manner consistent with the manner in which their Capital
Accounts are required to be adjusted pursuant to such Section of the Regulations.
4.1.10 Allocation to Avoid Adjusted Capital Account Deficit. Notwithstanding
any other provision of this Article, no Member shall receive an allocation of Net Losses, net
capital losses, Non-recourse Deductions as defined in Regulations 1.704-2(b) and (c), or any
other item of loss or deduction that would create or increase an Adjusted Capital Account Deficit
of the Member. Any loss, or item thereof, that cannot be allocated to a Member as a result of the
foregoing limitation shall be allocated to all Members. Any loss, or item thereof, allocated to all
Members pursuant to the preceding sentence shall be taken into account in computing
subsequent allocations of Net Profits or Losses or Net Capital Gain or Loss so that the net
amount of any items so allocated and the profits, losses and all other items allocated to each

Member shall, to the extent possible be equal to the net amount that would have been allocated to
each Member if the allocations required by the preceding sentence had not been made.
4.1.11 Allocation of Gross Income to Restore Capital Account Deficit. In the
event any Member has a distribution in his Capital Account at the end of any fiscal year which is
in excess of the sum of (i) the amount the Member is obligated to restore pursuant to any
provision of the Agreement, and (ii) the amount the Member is deemed to be obligated to restore
pursuant to the penultimate sentences of Section 1.704-2(g)(1) and 1.704-2(i)(5) of the
Regulations, such Member shall be specially allocated items of income and gain in the amount of
such excess as quickly as possible, provided that an allocation pursuant to this subsection shall
be made only if and to the extent that such Member would have a Capital Account with a deficit
balance in excess of such sum after all other allocations provided for in this Section 4.1 have
been made as if Subsection 4.1.5 relating to allocations under a qualified income offset hereof
and this subsection were not in the Agreement.
4.1.12 Allocation of Capital Event Adjustments and Subsequent Effects. To the
extent the gross fair market value of any asset of Company is increased or decreased for a capital
event as determined in the sound discretion of the Company’s accountants, any resulting book
gain or loss shall be allocated as required for capital account purposes and subsequent allocations
of income, gain, loss or deduction with respect to such asset shall take into account any
difference between the adjusted basis of such asset for federal income tax purposes and its gross
fair market value.
4.1.13 Allocation of Net Profits and Net Losses Consistent with Distributions.
Notwithstanding any other provision of the Agreement, the Net Profits and Net Losses shall be
allocated in a manner that is consistent with the requirements for distributions of cash described
elsewhere in the Agreement, the requirements for distribution of assets of Company upon its
dissolution and winding up strictly in accordance with capital account balances determined in
accordance with these procedures described below and the requirements for the allocations to
comply with applicable Regulations under Code Section 704(b).
4.1.14 Allocation of Income, Gain, Losses, and Deductions to Comply with
Regulations and Intentions of Members. If the allocations described above are not consistent
with the manner in which Members intend to divide Company distributions, the Manager is
hereby authorized to divide and allocate Net Profits, Net Losses, and other items among
Members so as to prevent the allocations from distorting the manner in which the Members
intend the Company distributions to be divided among Members pursuant to this Article 4, but in
a manner consistent with the requirements of Regulations Section 1 .704-1(b)(2)(v). In general, it
is agreed that this division will be accomplished by specially allocating other Net Profits, Net
Losses, and items of income, gain, loss, and deduction among the Members so that the net
amount of the allocations and such special allocations to each such Member is zero. If, for
whatever reason, the Manager determines that the allocation provisions of the Agreement are
unlikely to be respected for federal income tax purposes, the Manager is granted the sole
authority to amend the allocation provisions of the Agreement, to the minimum extent necessary
to effect the plan of allocations and distributions provided in the Agreement. Further, the
Manager may adopt and revise rules, conventions and procedures as it believes appropriate in
any reasonable manner with respect to the admission of Members to reflect the Members’
Interests in Net Profits, Net Losses and other items in Company at the close of the year.

4.1.15 Order for Applying Allocation Provisions. The allocation provisions of
this Section 4.1 shall be applied in the following order from first to last:
(i) Allocation of Company Minimum Gain as required by Subsection 4.1.3;
(ii) Allocation of member’s share of Minimum Gain as required by Subsection 4.1.4;
(iii) Allocation of Net Profits and gains under qualified income offset as required by
Subsection 4.1.5;
(iv) Allocation of Non-recourse Deductions as required by Subsection 4.1.6;
(v) Allocation of income, gains or losses related to contributed property as required
by Subsection 4.1.7;
(vi) Allocation of gain and loss from sale or other disposition of property not revalued
as required by Subsection 4.1.8;
(vii) Allocation of Net Profits as required by Subsection 4.1.1;
(viii) Allocation of Net Losses as required by Subsection 4.1.2;
(ix) Allocation of gains and losses related to adjustment in tax basis as required by
Subsection 4.1.9;
(x) Allocations to avoid Adjusted Capital Account Deficit as required by Subsection
4.1.10;
(xi) Allocation of gross income to restore capital account deficit as required by
Subsection 4.1.11;
(xii) Allocation of capital account adjustments and subsequent effects as required by
Subsection 4.1.12;
(xiii) Allocation of Net Profits and Net Losses consistent with distributions as required
by Subsection 4.1.13;
(xiv) Allocation of Net Profits, income gains, Net Losses and deductions to comply
with regulations and intentions of Members as-required by Subsection 4.1.14.
4.2 Distributions of Distributable Cash; Manager’s Share. Distributions of any

Distributable Cash shall be made periodically as determined by the Manager, in its sole and
absolute discretion. Members shall be distributed cash in direct proportion to their Percentage
Interests as shown on Exhibit 1, but subject in any event to sums payable to the Manager or its
Affiliates. Distributions shall be in cash. Prior to liquidation of the Company, a Member has no
right to demand and receive any Distribution in any form other than cash, except pursuant to
Section 4.4 below or pursuant to any additional offering of interests in the Company provided by
the Manager as a liquidity feature to accommodate Members. The Management Agreement
(Exhibit 2) reserves to the Manager certain payments which are made or reserved before
calculation of Distributable Cash.
4.3 Limitations on Distributions. No Distribution shall be declared and paid if, after
giving effect to the Distribution: (i) the Company would not be able to pay its debts as they
became due in the ordinary course of business or (ii) the assets of the Company would be less

than the sum of the liabilities of the Company, excluding liabilities to Members on account of
their Membership Interests. Notwithstanding anything in this Agreement to the contrary, a
Member who votes for or receives a Distribution in violation of this Article 4 shall be personally
liable to the Company for the amount of the Distribution that exceeds the amount that could have
been properly distributed.
4.4 In-Kind Distributions. Assets of the Company (other than cash) shall not be
distributed in-kind to the Members without the approval of the Manager and consent of a Super-
Majority in Interest. If the Company at any time distributes any of its assets in-kind to the
Members, the Capital Account of each Member shall be adjusted to account for the that
Member’s allocable share (as determined under Article 9 below) of the Net Profits or Net Losses
that would have been realized by the Company had it sold the assets that were distributed at their
respective fair market values immediately prior to their distribution, and the Members shall
receive such assets in a legal form determined by Manager, with the advice of counsel, and in
proportion to their respective Capital Accounts (after taking into account all Capital Account
adjustments to the date of the distribution).
ARTICLE 5
COMPANY MANAGEMENT AND EXPENSES
5.1 Management. Subject to the provisions of Section 5.3, and other rights expressly
granted to the Members or the Managing Member under the provisions of this Agreement, the
overall management and control of the Company and the Business, and the right to enter into
transactions on behalf of the Company shall reside with the Manager.
5.2 Manager. There shall at all times during the Term be one Manager. The
Members hereby appoint CityCentric/ Dwight and Fulton, LLC, a California limited liability
company, as the initial Manager, to serve in such capacity until the earlier of (i) the resignation
of and appointment of a successor Manager by a Super-Majority in Interest; or (ii) such time as
Manager no longer holds a Membership Interest in the Company. The Manager may resign upon
not less than ninety (90) days written notice to the other Members. The Manager may be
removed for good cause upon the vote of a Super-Majority in Interest, which shall be defined as
gross negligence or willful wrongdoing. However, no such removal shall operate to decrease or
forfeit the Manager’s rights to the cash distributions, Net Profits, Net Losses or other incidences
of ownership normally appertaining to the Manager’s Percentage Interest. So long as Manager
remains in that capacity, it shall be entitled to delegate among its officers, directors and
employees all rights and responsibilities of the Manager enumerated herein, which shall include
binding the Company in any manner not specifically prohibited hereby. The Manager has other
business interests to which it devotes a portion of its time, and shall devote such time to the
Business of the Company as Manager, in its good faith and discretion, deems necessary.
5.3 Authority of Manager. Subject to the provisions of Section 5.4, the Manager
shall be responsible for managing the day-to-day operations of the Business, including without
limitation:

5.3.1 Supervising and controlling the operation and management of the
Business, to the same extent and subject to the same limitations as the board of directors of a
corporation operating under the provisions of the California Corporations Code, except as such
rights and limitations may be specifically augmented or limited under this Agreement;
5.3.2 Executing and delivering all instruments necessary or convenient in

connection with the operation of the Business, including mortgages and other instruments related
to secured and unsecured borrowing, construction contracts and all other documentation related
to or arising from the improvement of the Property, instruments related to planning or zoning
entitlements or approvals, all instruments in connection with investment decisions and decisions
of the Business and instruments which initiate, extend, modify, sell, refinance or liquidate any
investment of the Business;
5.3.3 Leasing the Property or any part of it, upon such terms and at such rates as
the Manager may in its sole discretion determine;
5.3.4 Retaining or employing and coordinating the services of consultants,

employees, professionals and other persons whom the Manager determines necessary or
appropriate to carry out the Business;
5.3.5 Establishing one or more accounts with a bank, savings and loan or other
financial institution chosen in the Manager's sole and absolute discretion, and to withdraw funds
as necessary therefrom for the operation and maintenance of the Business;
5.3.6 Establishing and funding out of the Company's gross receipts or otherwise,
an operating reserve account to the extent deemed necessary by the Manager;
5.3.7 Preparing or causing to be prepared, delivered, and when necessary filed,

those reports and returns required under Article 6 of this Agreement;
5.3.8 Engaging in business, without limitation, with any person or entity who
provides any services or goods to the Company or acquires them from the Company;
5.3.9 Engaging in any kind of activity and performing and carrying out such
contracts of any kind necessary to, in connection with or incidental to the Business;
5.3.10 Selling or issuing additional Percentage Interests in the Company on terms

determined appropriate by the Manager, in its sole and absolute discretion; and
5.3.11 Amendments to this Operating Agreement for purposes of internal

consistency or for clarification provided that they meet the conditions set forth in Section 11.1 of
this Agreement.
5.4 Restrictions on Authority of Members. In addition to any restrictions set forth

elsewhere in this Agreement, no Member, including the Manager, shall, unless approved by a
Super-Majority in Interest:

5.4.1 Do any act in contravention of this Agreement;
5.4.2 Enter into a transaction or related series of transactions that would obligate
the Company in an amount in excess of Fifteen Million Dollars ($15,000,000);
5.4.3 Possess Company property, or assign the Company’s rights in Company

property, for other than a purpose of the Company;
5.4.4 Confess a judgment against the Company;
5.4.5 Change or reorganize the Company into any other legal form or alter its
business purpose in a manner inconsistent with Section 2.3;
5.4.6 Transfer, sell, exchange, convey, refinance or encumber any substantial

part of the Business or its assets, other than in the ordinary course of business; or
5.4.7 Dissolve the Company.
5.5 Actions of the Manager. The Manager has the power to bind the Company, as
provided in Section 5.3 above. No person dealing with the Company shall have any obligation to
inquire into the power and authority of the Manager acting on behalf of the Company.
Notwithstanding anything in this Agreement to the contrary, the Manager agrees to

conduct all business transactions and relations between the Company and any other business in
which the Manager has an interest, in the same manner the Manager would conduct business
transactions and relations with any other third party entity.
5.6 Compensation and Company Expenses.
5.6.1 Except as expressly set forth herein or in any services contract between a
Member and the Company as Approved by the Members, or in the Management Agreement
(Exhibit 2), no Member shall be paid or reimbursed by the Company for any salary,
compensation, fringe benefits or overhead expenses, including rent and general office expenses.
The Company shall pay all expenses of the Company and all pre-approved expenses of the
Members directly relating to the business of the Company which may include, but are not limited
to: (a) legal, audit, accounting, brokerage, and other professional fees; (b) fees paid to
independent contractors, consultants and brokers; (c) the cost of insurance as required in
connection with the business of the Company; (d) expenses of forming or dissolving the
Company including, but not limited to, legal and accounting costs incurred in the preparation of
this Agreement, and private placement memoranda, filing fees and other normal or customary
expenses of offering; (e) expenses of preparing, amending or modifying this Agreement; and
(f) expenses in connection with preparing and mailing tax returns and reports required to be
furnished to the Members for tax reporting or other purposes.

5.6.2 Notwithstanding the foregoing, as compensation for services, the Manager
and/or its Affiliates shall be entitled to the following items and categories of compensation, all
more particularly set forth in the Management Agreement between Manager and the Company,
executed contemporaneously herewith, attached hereto as Exhibit 2 and incorporated by this
reference:
(a) Reimbursement of all direct expenses of formation and operation of the

Company;
(b) An “Acquisition Fee”, payable on account of efforts in acquisition of the

Property;
(c) A “Lease-Up Fee” for marketing and leasing up the newly constructed
apartment units;
(d) A “Management Fee”, for ongoing property management work

throughout the company’s ownership of its Property;
(e) A “Development Fee”, payable over three stages during the entitlement,
plan check and construction phases of the Property’s development, upon the terms set forth in
Exhibit 2;
(f) A “Real Estate Disposition Fee”, payable on account of time and effort
“positioning” and marketing the Company Property, qualifying and negotiating with purchasers
and closing transactions; and
(g) A “Subordinated Profit Participation” of forty percent (40%) of all

Distributable Cash of the Company available after the return of (i) 100% of Capital
Contributions to Members and (ii) the Members’ Preferred Return, but also subject to payment
of the fees and distributions payable to the Manager.
The above descriptions are general in nature and are for purposes of illustration;
the descriptions set forth in the Management Agreement are controlling. Each Member warrants
that he or she has read and understands the Management Agreement and the descriptions of fees
and charges of the Manager and Affiliates which it contains.
5.7 Interested Transactions.
5.7.1 A Member shall be entitled to enter into transactions and join other
business organizations that may be considered to be competitive with, or a business opportunity
that may be beneficial to, the Company, it being expressly acknowledged and agreed that each
Member may enter into transactions that are similar to the transactions into which the Company
may enter and such Member shall not have or incur any obligation to report the same to the
Company or to the other Members or to offer any interest in such transactions to the Company or
the other Members. Each Member shall promptly account to the Company and its members, and
hold as trustee for the Company and its Members, any property, profit, or benefit derived by such

Member, without the Approval of the Members, in the conduct of the Business and winding up
of the Business or from a use or appropriation by the Member of Company assets, including
information developed exclusively for the Company and opportunities expressly offered to the
Company.
5.7.2 A Member does not violate any duty or obligation to the Company merely
because the Member’s conduct furthers the Member’s own interest. A Member may lend money
to and transact other business with the Company, subject to the applicable provisions of this
Agreement. The rights and obligations of a Member who lends money to or transacts business
with the Company are the same as those of a person who is not a Member, subject to other
applicable law. No transaction with the Company shall be voidable solely because a Member or
an affiliate of such Member has a direct or indirect interest in the transaction if either the
transaction by way of Super-Majority Vote, is fair to the Company or the disinterested Members,
in either case knowing the material facts of the transaction and the Member’s interest, authorize,
approve, or ratify the transaction, and neither the Company or any other Member shall have any
right in or to any revenues or profits derived from such transaction by the Member or affiliate.
5.8 Officers. The Manager may, from time to time, designate a person or persons
(who may be Members) to act as the Chairman, President, Chief Financial Officer, Secretary
and/or such other officers of the Company, with such powers and duties as determined and
designated by the Manager. Such officers shall act only under the direction and authorization of
the Manager.
5.9 Meetings and Voting. A meeting of the Members may be called at any time by
notice to the Manager by Members representing at least ten percent (10%) of Percentage
Interests upon ten (10) days prior written notice to the other Members specifying the time and
purpose of the meeting. Meetings may be held at the principal executive office of the Company
or at such other location as may be designated by the Manager. Following the call of a meeting,
the Manager shall give Notice of the meeting no less than ten or more than 60 calendar days
prior to the date of the meeting to all Members entitled to Vote at the meeting. The Notice shall
state the place, date, and hour of the meeting and the general nature of the business to be
transacted. No other business may be transacted at the meeting. A quorum at any Meeting shall
consist of a Majority of Percentage Interests of Members, represented in person or by proxy.
The Members present in a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment, notwithstanding the withdrawal of a sufficient
number of Members to leave less than a quorum, if the action taken, other than adjournment, is
approved by the requisite Percentage Interests of Members as specified in this Agreement or the
Act. This Agreement expressly provides that certain actions may be taken only with the
approval of sixty-six and two-thirds percent (66 2/3%) or more of Percentage Interests (Super-
Majority-in-Interest). This shall specifically include removal of the Manager on the terms set
forth in Section 5.2, election of a new or additional Manager as set forth in Sections 5.2 and 8.1,
a change in the business purpose set forth in Section 2.3, the dissolution of the Company as set
forth in Section 8.1, or an amendment to the Articles pursuant to Section 11.1, including any
required consent of Manager. Except for such decisions and those decisions expressly reserved
to the Manager, any act or decision done or made at the meeting shall be by the affirmative vote

of Members holding a Super-Majority of the then-outstanding Percentage Interests. In lieu of an
actual meeting, matters may be approved upon the written Approval of the Members.
5.10 Use of Proxies. At all meetings of Members, any adjournments thereof, or with
respect to any action by written consent, a Member may vote in person or by proxy executed in
writing by the Member or by the Member’s duly authorized attorney-in-fact.
5.11 Approval or Ratification by Members. The Manager may submit any contract
or act for approval or ratification by the Members, either at a duly constituted meeting of the
Members, or by written consent pursuant to Section 5.9 hereof. If any contract or act so
submitted is approved or ratified by a Super-Majority in Interest at such meeting or by such
written consent, the same will be valid and as binding upon the Company and all of its Members
as it would be if it were the act of its Members.
5.12 No Agency; Indemnification. No Member acting solely in the capacity of a

Member is an agent of the Company, nor can any Member acting solely in the capacity of a
Member bind the Company or execute any instrument on behalf of the Company. Accordingly,
each Member shall indemnify, defend, and save harmless each other Member and the Company
from and against any and all loss, cost, expense, liability or damage arising from or out of any
claim based upon any action by such Member in contravention of the first sentence of this
Section 5.12.
ARTICLE 6
BOOKS, RECORDS AND ACCOUNTING PRINCIPLES
6.1 Accounting Policy. The records and accounts of the Company shall be
maintained on an accrual basis method of accounting on a consistent basis from year to year.
The fiscal year of the Company shall be the calendar year.
6.2 Annual Financial Report. At the end of each fiscal year the books of the
Company shall be closed and examined and statements reflecting the financial condition of the
Company and its Net Profits or Net Losses shall be prepared, and a report thereon shall be issued
by the Company’s certified public accountants. Copies of the financial statements shall be given
to all Members. The Manager shall deliver to each Member, within 120 days after the end of the
fiscal year of the Company, a financial statement that shall include:
6.2.1 A balance sheet and income statement, and a statement of changes in the
financial position of the Company as of the close of the fiscal year; and
6.2.2 A statement showing the Capital Account of each Member as of the close
of the fiscal year and the distribution, if any, made to each Member during the fiscal year.
Members representing at least 30 percent of the Members, by number, may request interim
balance sheets and income statements, and may, at their own discretion and expense, obtain an
audit of the Company books by certified public accountants selected by them; provided,
however, that not more than one such audit shall be made during any fiscal year of the Company.

6.3 Income Tax Returns and Information.
6.3.1 Preparation and Filing. The Manager shall cause all federal, state and
local income tax returns of the Company to be prepared and filed on or before the statutory date
for filing. The Company's income and expenses shall be reported under the accrual basis method
of accounting.
6.3.2 Information to Members. The Company shall send or cause to be sent to

each Member or holder of an Economic Interest within ninety (90) days after the end of each
taxable year: such information as is necessary for the Member or holder of an Economic Interest
to complete its federal and state income tax or information returns.
6.3.3 Tax Elections. The Manager, in its sole and absolute discretion, may
make any tax elections for the Company allowed under the Code or the tax laws of any state or
other jurisdiction having taxing jurisdiction over the Company.
6.3.4 Tax Matters Partner. The Manager or a member of the Manager shall
serve as the “Tax Matters Partner” of the Company pursuant to Section 6231(a)(7) of the Code.
Any Member designated as Tax Matters Partner shall take such action as may be necessary to
cause each other Member to become a “notice partner” within the meaning of Section 6223 of
the Code.
6.4 Records.
6.4.1 Records to be Maintained. The Company shall maintain the following

records at the principal office of the Company:
(a) A current list of the full name and last known business or residence
address of each Member and of each holder of an Economic Interest in the Company, set forth in
alphabetical order, together with the contribution and share in profits and losses of each such
person;
(b) A copy of the Articles and all amendments thereto, together with executed
copies of any powers of attorney pursuant to which any Articles have been executed;
(c) Copies of the Company’s federal, state and local income tax returns and
reports, if any, for the six (6) most recent taxable years, or such shorter period of existence of the
Company, if applicable;
(d) The original of this Agreement, and any amendments thereto, together
with any powers of attorney pursuant to which this Agreement or any amendments thereto were
executed;
(e) Copies of the financial statements of the Company for the six (6) most
recent fiscal years, or such shorter period of existence of the Company, if applicable; and

(f) The books and records of the Company as they relate to the internal affairs
of the Company for at least the current year and the past four (4) fiscal years, or such shorter
period of existence of the Company, if applicable.
6.4.2 Right to Inspect and Copy. Each Member and holder of an Economic
Interest shall have the right upon reasonable request, for purposes reasonably related to the
interest of that person as a Member or holder of an Economic Interest, to inspect and copy during
normal business hours any of the records required to be maintained pursuant to Section 6.4.1.
ARTICLE 7
ASSIGNMENT OF MEMBERSHIP INTERESTS;
SUBSTITUTE AND ADDITIONAL MEMBERS
7.1 Generally. Each Member agrees that, other than as expressly provided in this
Agreement, such Member shall not: (a) Assign all or any part of the Member’s Membership
Interest, except as permitted pursuant to the terms of this Article 7; (b) resign or withdraw from
the Company; or (c) do any other act either causing the dissolution of the Company prior to
expiration of the Term or resulting in a termination of the Company within the meaning of
Section 708 of the Code. Any Member who violates this Section 7.1 shall be in material default
under this Agreement and shall be liable to the Company and the other Members for any
damages caused by such violation. Any Assignment of a Membership Interest as permitted
pursuant to the terms of this Article 7 shall be effective only on the following conditions: (i) all
requirements of this Article 7 and the Act shall have been satisfied; (ii) the Assignee shall pay (in
advance if requested) any and all normal and typical expenses of the Company (including but not
limited to legal, accounting and filing) in effecting such Assignment; (iii) such Assignment is
effected in compliance with applicable state and federal securities laws; and (iv) an opinion of
assignor and/or assignee’s counsel in form and content satisfactory to the Company’s counsel, in
his sole and absolute discretion, is provided to the Company confirming compliance with all
requirements of this Article 7. Any attempted Assignment of a Membership Interest, or any part
thereof, not in compliance with this Article 7 shall be null and void and shall confer no rights on
the assignee as against the Company or the Members.
7.2 Consent of Manager. Except as otherwise provided in this Agreement, a

Member may not Assign all or any portion of the Member’s Membership Interest, except with
the prior consent of the Manager, which consent may be granted or withheld in the Manager’s
sole and absolute discretion. In the case of any permitted Assignment hereunder, the Assignee
shall hold the assigned Membership Interest subject to all of the terms and provisions of this
Agreement, including, but not limited to the restrictions and provisions of this Article 7, and no
subsequent Assignment of all or any part of such Membership Interest may be made except if
and to the extent permitted hereunder. A permitted Assignee of a Membership Interest shall
become a Member of the Company only if the provisions of Section 7.5 are satisfied.
7.3 Assignment of Economic Interest Only. Notwithstanding the provisions of

Section 7.2, a Member may Assign its bare Economic Interest without the consent of the other
Members. Such an Assignment shall not of itself cause the dissolution of the Company or entitle
the Assignee to vote, participate in the management and affairs of the Company or become or

exercise any rights of a Member. Upon the Assignment of all or part of an Economic Interest,
the assignor Member shall provide the Company with the name and address of the Assignee,
together with the details of the interest assigned. The Assignment of an Economic Interest shall
not release the assignor Member from such Member’s liability as a Member. In the case of an
Assignment of an Economic interest during any fiscal year, the Assigning Member and the
Assignee shall each be allocated the Economic Interest’s share of Profits or Losses based on the
number of days each held the Economic Interest during that fiscal year.
7.4 Rights of Assignees. An Assignee of a Membership Interest, including an

Assignee of an Economic Interest, shall have no right to participate in the management of the
business and affairs of the Company or to become a Member, unless and until such Assignee is
admitted as a Substitute Member in accordance with the provisions of this Article 7. Until such
time, the Assignee shall be entitled only to receive the Distributions and return of capital
attributable to the Membership Interest assigned, and to be allocated the Net Profits and Net
Losses attributable thereto. Net Profits and Net Losses shall be allocated between the assignor
Member and the Assignee on the basis of the computation method which in the reasonable
discretion of the Members is in the best interests of the Company, provided such method is in
conformity with the methods prescribed in Section 706 of the Code and the Regulations.
Distributions of Cash shall be made to the holder of record of the Membership Interest on the
date of Distribution. The Assignee shall succeed to the Capital Account of the assignor Member
to the extent it relates to the Membership Interest assigned; provided, however, that if such
Assignment causes a termination of the Company pursuant to Section 708 of the Code, the
Capital Accounts of all Members and the Assignee shall be redetermined as of the date of such
termination in accordance with Regulations Section 1.704-1(b).
7.5 Admission of Substitute Members. An Assignee of a Membership Interest shall

be admitted as a Member and admitted to all the rights of the Member who initially assigned the
Membership Interest only with the consent of the Manager, and only upon the Assignee’s
agreement in writing to be bound by the terms of this Agreement and any amendments thereto.
If so admitted, the Substitute Member shall have all the rights and powers and shall be subject to
all the restrictions and liabilities of the Member originally assigning the Membership Interest.
The admission of a Substitute Member, shall not release the Member originally assigning the
Membership Interest from any liability of the assigning Member to the Company that may have
existed prior to the approval of such admission.
7.6 Admission of Additional Members. A Person may be admitted as an additional

Member at the sole and absolute discretion of the Manager and only upon the Person’s
agreement in writing to be bound by the terms of this Agreement and any amendments thereto.
ARTICLE 8
DISSOLUTION AND WINDING UP
8.1 Dissolution. The Company shall be dissolved and its affairs wound up, upon the
first to occur of the following events (“Dissolution Events”):
(a) The expiration of the Term;

(b) The Approval of the Members;
(c) The removal or resignation of the Manager, unless the business of the
Company is continued with the Approval of the Members and election of a successor Manager
within ninety (90) days after the occurrence of such event;
(d) The sale of all or substantially all of the assets of the Company; or
(e) The entry of a decree of judicial dissolution.
In connection with this Section 8.1, if certain assets remain in the Company and the end
of its Term approaches, the Manager shall take such measures as are reasonably necessary and
prudent in the best interests of both the Members and the communities being served by the
Company through its investments, including but not limited to: (i) initiating a Member vote to
extend the Term of the Company, and (ii) selling the remaining investments on a fair arm’s-
length basis to one or more third parties or Affiliates of the Company or Manager.
8.2 Effect of Dissolution; Certificate of Dissolution. Upon dissolution, the

Members shall immediately proceed to the winding up of the affairs of the Company and shall
give written notice of the commencement of winding up to all known creditors and claimants of
the Company whose addresses appear on the records of the Company. The Members also shall
file with the California Secretary of State a Certificate of Dissolution (Form LLC-3) in
accordance with Section 17356 of the Act. The Company shall continue to exist solely for the
purpose of winding up its affairs. During such winding up process, the Net Profits and Net
Losses shall continue to be shared by the Members in accordance with this Agreement.
8.3 Distribution of Assets on Dissolution. Upon the winding up of the Company,

the Company’s assets shall be distributed in cash and/or Property, as determined by the Manager
and a Super-Majority in Interest of Members, within ninety (90) days after the date of
liquidation, in the following order:
(a) To creditors, including Members who are creditors, in the order of priority
and to the extent provided by law, in satisfaction of the Company’s debts and liabilities;
(b) To the establishment of any reserves which the Members winding up the
affairs of the Company deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company. Such reserves shall be segregated for the purpose of disbursing
such reserves in payment of any such liabilities or obligations. After the Manager determines
that a reasonable period has passed and after any contingencies arising during that period have
been resolved, the remaining balance of such reserves shall be distributed in the manner
hereinafter provided;
(c) The balance, first to Members to the extent of their accrued and unpaid
Members’ Preferred Return; and second, the remainder Forty percent (40%) to the Manager, to

the extent of its Subordinated Profit Participation and then to the Members in accordance with
their respective Capital Accounts; and
(d) Any unrealized appreciation or unrealized depreciation in the values of

Company property distributed in kind to all the Members shall be deemed to be Net Profits or
Net Losses realized by the Company immediately before the distribution of the property and
such Net Profits or Net Loses shall be allocated to the Members’ Capital Accounts in the same
proportions as Net Profits are allocated under Section 4.1. Any property so distributed shall be
treated as a distribution to the Members to the extent of the fair market value of the property less
the amount of any liability secured buy and related to the property. Nothing contained in this
Agreement is intended to treat or cause such distributions to be treated as sales for value. For the
purposes of this Section 8.3(d), “unrealized appreciation” or “unrealized depreciation” shall
mean the difference between the fair market value of such property and the Company’s basis for
such property.
8.4 Completion of Winding Up. The winding up of the Company shall be

completed when all debts, liabilities, and obligations of the Company have been paid and
discharged or reasonably adequate provision therefore has been made, and all of the remaining
property and assets of the Company have been distributed to the Members.
8.5 Return of Distributions Post-Dissolution. Following dissolution of the

Company, if a creditor of company or other third party brings an action against Manager or one
or more Members on account of any matter for which Company would have been legally and
financially responsible prior to dissolution, each Member shall, upon notice from Manager,
return such Member’s proportionate share of Distributable Cash or other Assets received from
Company from time to time as would be necessary to meet the obligation. Such contribution
shall not exceed the sum for which the Member would have been liable under California
Corporations Code § 17355 (a).
ARTICLE 9
INDEMNIFICATION
The Company shall have the power to indemnify any Person who was or is a party, or
who is threatened to be made a party, to any Proceeding by reason of the fact that such Person
was or is a Member, Manager, officer, employee, or other agent of the Company, or was or is
serving at the request of the Company as a director, officer employee, or other Agent of another
limited liability company, corporation, partnership, joint venture, trust, or other enterprise,
against expenses, judgments, fines, settlements and other amounts actually and reasonably
incurred by such Person in connection with such Proceeding, if such person acted in good faith
and in a manner that such Person reasonably believed to be in the best interests of the company,
and, in the case of a criminal Proceeding, such Person had no reasonable cause to believe that the
Person’s conduct was unlawful. The termination of any Proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the Person did not act in good faith and in a manner that such Person
reasonably believed to be in the best interests of the Company, or that the Person had reasonable
cause to believe that the Person’s conduct was unlawful.

To the extent that an agent of the Company has been successful on the merits in defense
of any Proceeding, or in defense of any claim, issue, or matter in any such Proceeding, the agent
shall be indemnified against expenses actually and reasonably incurred in connection with the
Proceeding. In all other cases, indemnification shall be provided by the Company only if
authorized in the specific case by a simple majority Percentage Interests of Members.
“Agent,” as used in this Article 9, shall include a trustee or other fiduciary of a plan, trust,
or other entity or arrangement described in California Corporations Code Section 207(f).
“Proceeding,” as used in this Article 9, means any threatened, pending, or completed

action or proceeding, whether civil, criminal, administrative, or investigative.
Expenses of each Person indemnified under this Agreement actually and reasonably
incurred in connection with the defense or settlement of a Proceeding may be paid by the
Company in advance of the final disposition of such Proceeding, as authorized by the Managers
who are not seeking indemnification or, if there are none, by a Majority of the Members, upon
receipt of an undertaking by such Person to repay such amount unless it shall ultimately be
determined that such Person is entitled to be indemnified by the Company. “Expenses,” as used
in this Article 9, includes, without limitation, attorney fees and expenses of establishing a right to
indemnification, if any, under this Article 9.
ARTICLE 10
INVESTMENT REPRESENTATIONS
10.1 Representations. Each Member hereby represents and warrants to, and agrees
with, Manager and other Members and the Company that such Member is capable of evaluating
the risks and merits of an investment in his or her Membership Interest and of protecting such
Member’s own interests in connection with this investment because one or more of the following
applies. Either the Member (1) has a preexisting personal or business relationship with the
Company, its Manager or one or more of its principals, or (2) by reason of such Member’s
business or financial experience, or (3) by reason of the business or financial experience of his or
her financial advisor who is unaffiliated with and who is not compensated, directly or indirectly,
by the Company or any affiliate or selling agent of the Company.
10.2 No Advertising. The Member has not seen, received, been presented with, or
been solicited by any leaflet, public promotional meeting, newspaper or magazine article or
advertisement, radio or television advertisement, or any other form of general advertising or
general solicitation with respect to the sale of the Membership Interest.
10.3 Investment Intent. Each Member is acquiring the Membership Interest for
investment purposes for his or her own account only and not with a view to or for resale in
connection with any distribution of all or any part of the Membership Interest. No other person
will have any direct or indirect beneficial interest in or right to the Membership Interest.

10.4 Purpose of Entity. If such Member is a corporation, partnership, Limited
Liability Company, trust, or other entity, such Member was not organized for the specific
purpose of acquiring the Membership Interest.
10.5 Economic Risk. Each Member is financially able to bear the economic risk of an
investment in the Membership Interest, including the total loss thereof.
10.6 No Registration of Membership Interest. Each Member acknowledges that the

Membership Interest has not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or qualified under the California Corporate Securities Law of 1968 or any
other applicable state’s blue sky laws. Such Member further understands and acknowledges that
the Membership Interest cannot be sold, transferred, assigned or otherwise disposed of except in
compliance with the restrictions on transferability contained in this Agreement and in
compliance with applicable federal and state securities laws, and that the Membership Interest
will not be transferred of record except in compliance with this Agreement and such laws.
10.7 Membership Interest in Restricted Security. Each Member understands that

the Membership Interest is a “restricted security” under the Securities Act in that the
Membership Interest will be acquired from the Company in a transaction not involving a public
offering and that the Membership Interest may be resold without registration under the Securities
Act only in certain limited circumstances and that otherwise the Membership Interest must be
held indefinitely. In this connection, such Member understands the resale limitations imposed by
the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions
which must be met in order for that Rule to be available for the resale of “restricted securities,”
including among other things the requirement that the securities must be held for at least one
year after purchase thereof (full payment) from the Company prior to resale and the condition
that there be available to the public current information about the Company under certain
circumstances. Such Member understands that the Company has not made such information
available to the public and has no present plans to do so.
10.8 No Obligation to Register. Each Member represents, warrants and agrees that
the Company and the Manager are under no obligation to register or qualify the Membership
Interest under the Securities Act or under any state securities law, or to assist such Member in
complying with any exemption from registration and qualification.
10.9 Investment Risk. Each Member acknowledges that the Membership Interest is a
speculative investment which involves a substantial degree of risk of loss by him or her of his or
her entire investment in the Company, that such Member understands and takes full cognizance
of the risk factors related to the purchase of the membership Interest, and that the Company is
newly organized and has no financial or operating history.
10.10 Investment Experience. Each accredited Member is an experienced investor in

unregistered and restricted securities of limited liability companies, limited partnerships and
other speculative and high risk ventures.
10.11 Restrictions on Transferability. Each Member acknowledges that there are

substantial restrictions on the transferability of the Membership Interest pursuant to this

Agreement, that there is no public market for the Membership Interest and none is expected to
develop, and that, accordingly, it may not be possible for him or her to liquidate his or her
investment in the Company.
10.12 Information Reviewed. Each Member has received and/or reviewed all
information he or she considers necessary or appropriate for deciding whether to purchase the
Membership Interest. Such Member has had an opportunity to ask questions and receive
answers from the Company and the Manager regarding the terms and conditions of the purchase
of the Membership Interest and regarding the business, financial affairs, and other aspects of the
Company and has further had the opportunity to obtain all information (to the extent the
Company possesses or can acquire such information without unreasonable effort or expense)
which such Member deems necessary to evaluate the investment and to verify the accuracy of
information otherwise provided to such Member. The Company has answered all inquiries that
such Member has made concerning the Company, its business or financial condition or any other
matter relating to the operation of the Company and the offer and sale of the Membership
Interests. No oral or written statement or inducement which is contrary to the information set
forth in the written documents reviewed by such Member has been made by or on behalf of the
Company to such Member.
10.13 No Representation by Company. Neither the Manager, any agent or employee

of the Company or the Manager, or any other person has at any time expressly or implicitly
represented, guaranteed, or warranted to such Member that such Member may freely transfer the
Membership Interest, that a percentage of profit and/or amount or type of consideration will be
realized as a result of an investment in the Membership Interest, that past performance or
experience on the part of the Manager or their Affiliates or any other person in any way indicates
the predictable results of the ownership of the Membership Interest or of the overall Company
business, that any cash distributions from Company operations or otherwise will be made to the
Members by any specific date or will be made at all, or that any specific tax benefits will accrue
as a result of an investment in the Company.
10.14 Consultation with Attorney. Each Member has been advised to consult with
such Member’s own attorney regarding all legal matters concerning an investment in the
Company and the tax consequences of participating in the Company, and has done so, to the
extent such Member considers necessary.
10.15 Tax Consequences. Each Member acknowledges that the tax consequences to
such Member of investing in the Company will depend on such Member’s particular
circumstances, and neither the Company, the Manager, the Members, nor the partners,
shareholders, members, Manager, agents, officers, directors, employees, Affiliates, or
consultants of any of them will be responsible or liable for the tax consequences to him or her of
an investment in the Company. Such Member will look solely to, and rely upon, such Member’s
own advisers with respect to the tax consequences of this investment.
10.16 No Assurance of Tax Benefits. Each Member acknowledges that there can be no
assurance that the Code or Regulations will not be amended or interpreted in the future in such a
manner so as to deprive the Company and the Members of some or all of the tax benefits they

may now receive, nor that some of the deductions claimed by the Company or the allocation of
items of income, gain, loss, deductions or credit among the Members may not be challenged by
the Internal Revenue Service.
10.17 Indemnity. Each Member shall defend, indemnify and hold harmless the
Company, the Manager, each and every other Member, and any officers, directors, shareholders,
managers, members, employees, partners, agents, attorneys, registered representatives, and
control persons of any such entity who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of or arising from any misrepresentation or
misstatement of facts made by such Member including, without limitation, the information in
this Agreement, against losses, liabilities, and expenses of the Company, each Member and the
Manager, each and every other Member, and any officers, directors, shareholders, managers,
members, employees, partners, attorneys, accountants, agents, registered representatives, and
control persons of any such person (including attorney’s fees, judgments, fines, and amounts
paid in settlement, payable as incurred) incurred by such person in connection with such action,
suit, proceeding, or the like.
ARTICLE 11
GENERAL PROVISIONS
11.1 Entire Agreement; Amendment. This Agreement, including all exhibits and
any amendments hereto, constitutes the entire agreement between the Members and between the
Members and the Company with respect to the subject matter hereof, and all prior or
contemporaneous agreements, representations, negotiations and understandings of the parties
hereto, oral or written, are hereby superseded and merged herein. Each party to this Agreement
acknowledges and agrees that no representations, inducements, promises, or agreements have
been made, orally or otherwise, by any party, or anyone acting on behalf of any party, which is
not expressly embodied herein. No supplement, modification or amendment of this Agreement
shall be binding unless Approved by the Members, and by the Manager, if so required. Each
Member grants Manager a special and limited power of attorney to amend this Agreement in
respect of any matter which is, by its nature, one of internal consistency or clerical in nature,
provided that such amendment does not affect Manager compensation or reimbursements,
allocation of Net Profits, Net Losses or Distributable Cash, or voting rights. No waiver shall be
binding unless executed in writing by the party making the waiver. No waiver of any of the
provisions of this Agreement shall be deemed to constitute a waiver of any other provisions,
whether or not similar, nor shall any waiver constitute a continuing waiver.
11.2 Governing Law; Venue. This Agreement is entered into in the State of
California and shall be governed by and construed and interpreted in accordance with the internal
laws thereof. Except to the extent that the Act is inconsistent with the provisions of this
Agreement (in which case this Agreement shall apply to the extent legally permissible), the
provisions of the Act shall apply to the Company hereby created. Subject to Section 11.9, each
Member hereby irrevocably submits to the jurisdiction and venue of any state court sitting in
Alameda County, California, in any action or proceeding brought to enforce or otherwise arising
out of or related to this Agreement and irrevocably waives to the fullest extent permitted by law

any objection which such Member may now or hereafter have to the resting of such jurisdiction
and venue in such forum, and hereby further irrevocably waives any claim that such forum is an
inconvenient forum.
11.3 Severability. In the event any provision of this Agreement shall be declared by
any court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall
be severed from this Agreement, and the remaining provisions hereof shall remain in full force
and effect, as fully as if such invalid, illegal or unenforceable provision had never been part of
this Agreement.
11.4 Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed an original and all of which taken together shall constitute one and the same
Agreement.
11.5 Construction. Titles and headings of sections of this Agreement are for
convenience of reference only and shall not affect the constructions of any provision of this
Agreement. All recitals set forth at the beginning of this Agreement are, by this reference, fully
incorporated into this Agreement. All exhibits referenced in this Agreement are deemed fully
incorporated herein, whether or not actually attached. As used herein: (i) the singular shall
include the plural (and vice versa) and the masculine or neuter gender shall include the feminine
gender (and vice versa) where appropriate; (ii) locative adverbs such as “herein,” “hereto,” and
“hereunder” shall refer to this Agreement in its entirety and not to any specific section or
paragraph; and (iii) the terms “include,” “including,” and similar terms shall be construed as
though followed immediately by the phrase “but not limited to.” This Agreement shall be
construed fairly and equally as to the Members, without regard to any rules of construction
relating to the party who drafted a particular provision of this Agreement.
11.6 Notices. All notices and communications required or permitted to be given to any
Member pursuant to this Agreement shall be in writing and may be delivered in person, by
telecopy transmission, by overnight delivery service, or by United States first-class, registered or
certified mail, postage prepaid, return receipt requested and addressed to each Member at such
Member's address on the records of the Company. Any notice or other document (i) personally
delivered shall be effective as of the time of such personal delivery, (ii) sent by telecopy
transmission during normal business hours shall be effective on the date of such transmission,
provided an original is deposited in first class mail addressed as set forth above, (iii) sent by
overnight delivery service shall be effective on the first business day following delivery to such
service, and (iv) sent by registered or certified mail as described above shall be effective on the
earlier of the actual receipt as shown by the addressee's registry or certification receipt, or three
(3) days following deposit in the United States mail, postage prepaid. Any reference in this
Agreement to the date of delivery of the notice or other communication shall mean the date such
notice or communication becomes effective. Any Member may change its agent or address for
service of notice by giving written notice to the other Members in the manner set forth above.
11.7 Successors and Assigns. This Agreement and all the terms and provisions hereof
shall be binding upon and shall inure to the benefit of the Members, and to the extent permitted
by this Agreement, their respective heirs, executors, administrators, personal and legal

representatives, successors and permitted assigns. Any person acquiring or claiming an interest
in the Company, in any manner whatsoever, shall be subject to and bound by all of the terms,
conditions and obligations of this Agreement to which such person's predecessor in interest was
subject or bound, without regard to whether such person has executed this Agreement or a
counterpart hereof, or any other document contemplated hereby. No person shall have any rights
or obligations relating to the Company greater than those set forth in this Agreement, and no
person shall acquire any interest in the Company or become a Member except as permitted by
the express terms of this Agreement.
11.8 Attorneys’ Fees. In the event any litigation or arbitration proceeding is brought
by one Member against any other Member to enforce, for the breach of, or arising out of any of
the provisions contained in this Agreement or the subject matter hereof, the prevailing Member
shall be entitled in such proceeding to recover such Member’s reasonable attorneys’ fees and
experts’ fees and the costs of such proceeding therein incurred.
11.9 Mediation and Arbitration of Disputes. Any dispute or controversy arising

under, out of, in connection with or in relation to this Agreement, any amendments hereof or any
breach hereof, or in connection with dissolution of the Company, shall be determined and settled
by mediation or, to the extent not fully successful, by final and binding arbitration to be held in
Sa n Francisco, California under the exclusive jurisdiction of JAMS ADR or any successor
organization, and under its procedural rules. If the parties cannot agree upon selection of a
mediator and/or arbitrator, either party may apply to the chief administrative officer of JAMS
ADR, San Francisco, for such appointment. The arbitration award shall be final and binding and
there shall be no appeal therefrom. The party initiating mediation proceedings under this Section
shall pay all costs of the mediator and all “forum fees” of JAMS ADR, for which there shall be
no recoupment. The Arbitrator’s fees and “forum fees” of JAMS ADR shall be equally divided
and shall be subject to recoupment under Section 11.8. The prevailing party in any arbitration,
as determined by the arbitrator, shall be entitled to an award of all expert witness charges and
other outlays normally termed “costs of suit.”
11.10 No Partnership Intended for Nontax Purposes. The Members have formed the
Company under the Act, and expressly do not intend hereby to form a partnership under either
the California Uniform Partnership Act or the California Revised Uniform Limited Partnership
Act. The Members do not intend and shall not be deemed to be partners one to another, or
partners as to any third party. To the extent any Member, by word or action, represents to
another person that any other Member is a partner or that the Company is a partnership, except
for federal and state tax purposes, the Member making such wrongful representation shall be
liable to any other Member who incurs any personal liability by reason of such wrongful
representations.
11.11 Rights of Creditors and Third Parties. This Agreement is entered into between
the Members for the exclusive benefit of the Company, its Members, and their successors and
Assignees. This Agreement is expressly not intended for the benefit of any creditor of the
Company or any other person. Except and only to the extent provided by applicable statute, no
such creditor or third party shall have any rights under this Agreement or any agreement between
the Company and any Member with respect to any Capital Contribution or otherwise.

11.12 Warranty of Authority. Each Member executing this Operating Agreement
warrants that he possesses the legal authority and capacity to do so.
11.13 Further Assurances. The parties to this Agreement shall promptly execute and
deliver any other documents, instruments, notices and other assurances, and shall do any and all
other acts and things reasonably necessary in connection with the performance of their respective
obligations under this Agreement and to carry out the intent of the parties.
11.14 Legal Counsel to the Company. Counsel to the Company may also be counsel
to a Manager or any Affiliate of the Manager. The Manager may execute on behalf of the
Company and the Members any consent to the representation of the Company that counsel may
request pursuant to the California Rules of Professional Conduct or similar rules in any other
jurisdiction (“Rules”). Each Member agrees that counsel to the Company does not represent any
Member and owes no duties to a Member, in the absence of an express agreement whereby such
counsel is retained by such Member.
11.15 Member’s Other Business. Except as expressly provided in this Agreement, no

provision of this Agreement shall be construed to limit in any manner the Members in the
carrying on of their own respective businesses or activities.
IN WITNESS WHEREOF, the undersigned Members have executed this Agreement as

of the date first written above.
__________________________________________
Member
__________________________________________
Member
(Members may sign counterpart signature pages)

EXHIBIT 1
TO
OPERATING AGREEMENT
OF
MEMBERS, INITIAL CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS
Percentage
Amount and Character
Interest
Member Name and Address: of Initial Capital
in
Contribution
Capital/Units
$50,000 cash and

CityCentric/Dwight and Fulton, LLC $50,000 note 1.4286%
Gabrielle & Ali Kashani $100,000 2.8571%
Ahmad Ali Eslami $100,000 2.8571%
Additional Members
Operating Agreement Exhibit Exhibit 1 to Exhibit A, Page 1 2201 Dwight Partners, LLC
Members Initial Capital Contributions and
Percentage Interests
EXHIBIT 2
TO
OPERATING AGREEMENT
OF
MANAGEMENT AGREEMENT
This agreement is entered into effective _________________, 2009 by and between 2201
Dwight Partners, LLC, a California limited liability company (“Company”), and CityCentric/
Dwight and Fulton, LLC (“Manager”).
RECITALS
A. Company is engaged in a going business, as more particularly described in its

Operating Agreement, executed contemporaneously herewith (the “Operating Agreement”).
This Management Agreement is attached as Exhibit 2 to the Operating Agreement, and is
incorporated therein by reference.
B. Company intends to employ Manager exclusively for those purposes and

functions set aside for the Manager under the Operating Agreement.
C. For purposes of efficiency, this Management Agreement is separately executed by

Company and Manager so that it may be amended from time to time without the necessity for
amending the entire Operating Agreement.
WHEREFORE, Company and Manager agree as follows:
AGREEMENT
1. Recitals True. The recitals above, and each of them, are true and correct and are
fully incorporated herein by this reference.
2. Incorporation of Operating Agreement; Certain Definitions. The Operating

Agreement, as it may be amended from time to time, is incorporated herein by this reference as
though fully set forth, including the use of certain defined terms, as they may appear.
3. Additional Items to Be Reimbursed to Manager. In accordance with Article 5

of the Operating Agreement, the following items of expense shall, to the extent previously
incurred and paid directly by Manager from its own funds, be reimbursed to Manager by
Company at the end of each month. It is intended that reimbursements shall be limited to direct
expenses and not the indirect or overhead expenses of Manager:
(i) The actual cost of goods and materials used for or by the Company in the
course of its Business;
Management Agreement
(ii) All costs of borrowed money, taxes and assessments on the Company’s
assets, wherever located, arising from the ownership or operation of the
Business;
(iii) Consulting, legal, appraisal, engineering, audit, accounting, valuation,

business consulting and other fees of similar nature or purpose payable to
unaffiliated persons or entities in connection with the Company’s Business
at all stages of its existence, including but not limited to costs incurred in
preparation of its Private Placement Memorandum and any related filings,
cost of insurance in any form necessary for the Company’s Business, costs
related to the entitlement or development approval process, costs related to
construction activity, to lease-up, rental operations and disposition of the
Property;
(iv) Expenses and taxes incurred in connection with the issuance, distribution,
transfer, registration and recording of documents in connection with the
Business of the Company; additionally, expenses and taxes arising from
or related to the Company’s registration or franchise;
(v) All costs and expenses arising from or related to the development or
construction of improvements upon the Property, without limitation,
including those arising from the entitlement or development approval
process, utilities services, offsite improvements, permits or licenses, new
construction, renovation or upgrading of existing construction and
obtaining certificate(s) of occupancy.
(vi) Expenses in connection with the acquisition, disposition, financing,

refinancing and operations of the Company’s assets, according to normal
and prevailing commercial standards for the locale or region, including but
not limited to accounting, legal and valuation professionals;
(vii) The cost of any errors and omissions insurance obtained by Manager or its
officers and directors in connection with the operation of the Company’s
Business;
(viii) Expenses of revising, amending, converting, modifying or terminating the

Operating Agreement, including without limitation the normal and typical
costs of raising additional equity or debt capital deemed necessary by the
Manager in its sole and absolute discretion;
(ix) The cost of preparing and disseminating information relating to the

potential sale, refinancing or other disposition of the Company’s assets;
(x) Costs incurred in connection with any litigation or pre-litigation disputes
in which the Company is involved, as well as in connection with any
examination, investigation or other proceedings conducted by any
regulatory agency with respect to the Company, including legal and
accounting fees incurred in connection therewith;
(xi) Expenses of professionals or consultants who, in Manager’s judgment, are

necessarily employed by or for the Company in connection with any of the
foregoing, including but not limited to attorneys, accountants, consultants
and professional representatives;
(xii) Costs of preparation of federal, state and foreign income tax returns or
other governmental filings of the Company; and
(xiii) Costs of preparation of periodic reports and other communications to the

Members to the extent performed by unaffiliated persons or entities.
4. Acquisition Fee. An Acquisition Fee of Fifty-six thousand Dollars

($56,000) is payable by the Company to the Manager upon close of escrow for the Property at
2201 Dwight Way, Berkeley, CA.
5. Development Fee. The Development Fee is an earned charge of Five

Hundred Ninety Thousand Three Hundred Seven Dollars ($592,651) in the aggregate payable to
the Manager at several benchmarks of the Company’s life, as follows:
a. Two Hundred Fifty-Seven Thousand Six Hundred Seventy Four Dollars

($257,674), half of which is payable on a monthly basis at the rate of
$7,500/month during the entitlement phase. The other half is payable at the close
of the entitlement (development application) period, defined as the conclusion of
the final administrative hearing of the City of Berkeley related to project
approval.
b. One Hundred Three Thousand and Seventy Dollars ($103,070), one-half

of which is payable on a monthly basis at the rate of $7,500/month during the
building permit phase. The other half is payable at conclusion of the plan check
and permit set phase for the Property (upon the city of Berkeley’s confirmation
that the building permit can be issued); and,
c. One Hundred Eighty Thousand Three Hundred Seventy Two dollars

($180,372), half of which is payable at construction loan closing and the other
half payable during the course of construction at $7,500/ month.
d. Fifty One Thousand Five Hundred Thirty Five Dollars ($51,535) payable
at conversion of construction to permanent loan.
The Manager may accrue any part of its Development Fee at a rate of interest from time to time
equal to Bank of America Prime (Reference) Rate for its best business customers plus 100 basis
points.
6. Lease-Up Fee. The Manager or an Affiliate of the Manager shall be paid a

Lease-Up Fee of $600 per dwelling unit for marketing and lease-up of each dwelling unit,
deemed earned upon move-in for each dwelling unit. For example, if the completed project
contained 33 units, the aggregate Lease-up Fee would be $19,800.
7. Management Fee. The Manager or an Affiliate of the Manager may serve as

property manager for the Property commencing when dwelling units are leased, upon
competitive arms’-length market rates and terms. The Manager or an Affiliate of the Manager
may participate in any market-rate leasing commissions for the Property, which may be shared
and negotiated with any cooperating broker, or if none, then to the extent of ordinary and
customary leasing commissions for the Berkeley, CA market.
8. Real Estate Disposition Fee. The Real Estate Disposition Fee is an earned
charge pertaining to the ongoing “positioning”, market surveys, communications and other
similar work undertaken for the Property throughout the life of the Company. The Real Estate
Disposition Fee is calculated at a base or minimum of two and one-half percent (2 1/2%) of the
gross sale price of the Property, and may in the sole and absolute discretion of the Manager be
charged at as high as five percent (5%) depending upon the specific involvement of the Manager
and its Affiliates in Property disposition. However, in no case shall the aggregate sales
commissions and similar charges for any Property, including cooperating brokers, exceed six
percent (6%) of the sale price.
9. Subordinated Profit Participation. The Subordinated Profit participation is an

earned charge acquired by the Manager for, among other things, contribution to the company of
an appreciated real estate contract and other assets. Once all Capital Contributions of Members
and Members’ Preferred Return have been fully returned and the other liabilities of the Company
have been paid, a Subordinated Profit Participation of forty percent (40%) of all Distributable
Cash available thereafter shall be paid to Manager, without regard to Manager’s Percentage
Interest. Manager may assign all or a portion of Subordinated Profit Participation to third parties
and/or Affiliates.
10. Manager’s Right to Accrue Payments. In the best interests of the Company and
its Members, the Manager may defer all or any part of its above fees or Subordinated Profit
Participation, or any part of its accrued reimbursements, to a point in time when it determines
that the Company is better able to afford those distributions. Such deferred reimbursements and
distributions shall not bear interest except as provided in relation to the Development Fee
described in Section 5, above. No decision by the Manager to defer all or any part of a
distribution shall be construed as a waiver or release of the Manager’s right to any part of same.
By the same token, the good-faith over-distribution of Distributable Cash to Members by
Manager shall not operate to prejudice Manager’s right to require an accounting and equitable
redistribution of future Distributable Cash.
11. Entire Agreement; Amendment. This Management Agreement, including all
exhibits and any amendments hereto, constitutes the entire agreement between the Company and
Manager with respect to the subject matter hereof, and all prior or contemporaneous agreements,
representations, negotiations and understandings of the parties hereto, oral or written, are hereby
superseded and merged herein. Each party to this Management Agreement acknowledges and
agrees that no representations, inducements, promises, or agreements have been made, orally or
otherwise, by any party, or anyone acting on behalf of any party, which is not expressly
embodied herein. No supplement, modification or amendment of this Management Agreement
shall be binding unless executed in writing by Members holding at least a majority of the
Percentage Interests. No waiver shall be binding unless executed in writing by the party making
the waiver. No waiver of any of the provisions of this Management Agreement shall be deemed
to constitute a waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
12. Governing Law; Venue. This Management Agreement is entered into in the
State of California and shall be governed by and construed and interpreted in accordance with
the internal laws thereof. Subject to Section 19, the parties irrevocably submit to the jurisdiction
and venue of any state court sitting in Alameda County, California, in any action or proceeding
brought to enforce or otherwise arising out of or related to this Agreement and irrevocably waive
to the fullest extent permitted by law any objection which such party may now or hereafter have
to the resting of such jurisdiction and venue in such forum, and hereby further irrevocably waive
any claim that such forum is an inconvenient forum.
13. Severability. In the event any provision of this Management Agreement shall be
declared by any court of competent jurisdiction to be invalid, illegal, or unenforceable, such
provision shall be severed from this Management Agreement, and the remaining provisions
hereof shall remain in full force and effect, as fully as if such invalid, illegal or unenforceable
provision had never been part of this Management Agreement.
14. Counterparts. This Management Agreement may be executed in counterparts,

each of which shall be deemed an original and all of which taken together shall constitute one
and the same Management Agreement.
15. Construction. Titles and headings of sections of this Management Agreement

are for convenience of reference only and shall not affect the constructions of any provision of
this Management Agreement. All recitals set forth at the beginning of this Agreement are, by
this reference, fully incorporated into this Agreement. All exhibits referenced in this
Management Agreement are deemed fully incorporated herein, whether or not actually attached.
As used herein: (i) the singular shall include the plural (and vice versa) and the masculine or
neuter gender shall include the feminine gender (and vice versa) where appropriate; (ii) locative
adverbs such as “herein,” “hereto,” and “hereunder” shall refer to this Management Agreement
in its entirety and not to any specific section or paragraph; and (iii) the terms “include,”
“including,” and similar terms shall be construed as though followed immediately by the phrase
“but not limited to.” This Management Agreement shall be construed fairly and equally as to the
parties without regard to any rules of construction relating to the party who drafted a particular
provision of this Management Agreement.
16. Notices. All notices and communications required or permitted to be given to any
party pursuant to this Management Agreement shall be in writing and may be delivered in
person, by telecopy transmission, by overnight delivery service, or by United States first class,
registered or certified mail, postage prepaid, return receipt requested and addressed to each party
at such party’s address on the records of the Company. Any notice or other document
(i) personally delivered shall be effective as of the time of such personal delivery, (ii) sent by
telecopy transmission during normal business hours shall be effective on the date of such
transmission, provided an original is deposited in first class mail addressed as set forth above,
(iii) sent by overnight delivery service shall be effective on the first business day following
delivery to such service, and (iv) sent by registered or certified mail as described above shall be
effective on the earlier of the actual receipt as shown by the addressee’s registry or certification
receipt, or three (3) days following deposit in the United States mail, postage prepaid. Any
reference in this Management Agreement to the date of delivery of the notice or other
communication shall mean the date such notice or communication becomes effective. Any party
may change its agent or address for service of notice by giving written notice to the other party in
the manner set forth above.
17. Successors and Assigns. This Management Agreement and all the terms and
provisions hereof shall be binding upon and shall inure to the benefit of the parties, and to the
extent permitted by this Management Agreement, their respective heirs, executors,
administrators, personal and legal representatives, successors and permitted assigns. Any person
acquiring or claiming an interest in the Company, in any manner whatsoever, shall be subject to
and bound by all of the terms, conditions and obligations of this Management Agreement to
which such person’s predecessor in interest was subject or bound, without regard to whether
such person has executed this Management Agreement or a counterpart hereof, or any other
document contemplated hereby. No person shall have any rights or obligations relating to the
Company greater than those set forth in this Management Agreement.
18. Attorneys’ Fees. In the event any litigation or arbitration proceeding is brought
to enforce, for the breach of, or arising out of any of the provisions contained in this
Management Agreement or the subject matter hereof, the prevailing party shall be entitled in
such proceeding to recover reasonable attorneys’ fees and experts’ fees and the costs of such
proceeding therein incurred.
19. Mediation and Arbitration of Disputes. Any dispute or controversy arising

under, out of, in connection with or in relation to this Management Agreement, any amendments
hereof or any breach hereof, or in connection with dissolution of the Company, shall be
determined and settled by mediation or, to the extent not fully successful, by final and binding
arbitration to be held in San Francisco, California under the exclusive jurisdiction of JAMS ADR
or any successor organization, and under its procedural rules. If the parties cannot agree upon
selection of a mediator and/or arbitrator, either party may apply to the chief administrative
officer of JAMS ADR, San Francisco, for such appointment. The arbitration award shall be final
and binding and there shall be no appeal therefrom. The party initiating mediation proceedings
under this Section shall pay all costs of the mediator and all “forum fees” of JAMS ADR, for
which there shall be no recoupment. The Arbitrator’s fees and “forum fees” of JAMS ADR shall
be equally divided and shall be subject to recoupment under Section 18. The prevailing party in
any arbitration, as determined by the arbitrator, shall be entitled to an award of all expert witness
charges and other outlays normally termed “costs of suit.”
20. Warranty of Authority. Each party executing this Management Agreement

warrants that he possesses the legal authority and capacity to do so.
21. Further Assurances. The parties to this Management Agreement shall promptly
execute and deliver any other documents, instruments, notices and other assurances, and shall do
any and all other acts and things reasonably necessary in connection with the performance of
their respective obligations under this Management Agreement and to carry out the intent of the
parties.
COMPANY: MANAGER:
2201 DWIGHT PARTNERS, LLC CityCentric/ Dwight and Fulton, LLC
BY: CITYCENTRIC/DWIGHT AND FULTON, LLC, By: _________________________________

MANAGER Its: _________________________________
BY:_______________________________
ITS:_______________________________
BY:_______________________________
ITS:_______________________________
EXHIBIT 3
TO
OPERATING AGREEMENT
OF
CONSENT OF SPOUSE
I, ______________________, acknowledge that I have read the foregoing “Operating

Agreement of 2201 Dwight Partners, LLC, a California limited liability company” (“Operating
Agreement”), that I know its contents and that I agree that any beneficial interest I may have in
2201 Dwight Partners, LLC standing in the name of my spouse, ________________________,
shall be subject to all the terms and conditions of said Operating Agreement.
I am aware that the Membership Interests are not freely transferable, either by my spouse
or by any successor in interest to my spouse. I consent to these provisions. I agree that I will not
make or cause to be made any transfer, other than to my spouse or to my spouse in trust as
trustee for the benefit of my spouse and/or myself or my issue, of any interest in said shares,
either prior to or at the time of my death, by will or otherwise, without compliance with the
Operating Agreement, and that the residuary clause of my will shall not be deemed to apply to
my community interests, if any, in said shares unless the same are bequeathed to my spouse or in
trust as provided in this consent.
I further agree that this consent shall bind my successors, assigns (including but not
limited to the trustee of any trust I may create), personal representatives, heirs and legatees.
For the purposes of said Operating Agreement, the interest held by the trustee of any trust
I may create, or by my personal representative while my estate is open, or any successor to my
interest, shall be treated as held in the name of my spouse.
Dated: _____________, 2009.
_____________________________________
(Signature)
Consent of Spouse
THESE LIMITED LIABILITY COMPANY UNITS HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER
THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, OR THE SECURITIES
LAWS OF ANY OTHER STATE. SUCH UNITS MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT
ANY TIME WITHOUT SUCH REGISTRATION AND QUALIFICATION OR AN
OPINION OF COUNSEL SATISFACTORY TO THE MANAGER TO THE EFFECT
THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. THERE
ARE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFER, AS SET FORTH IN
THE MEMORANDUM.
STRICTLY CONFIDENTIAL TO INVESTOR AND COMPANY
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

a California limited liabilitycompany
The undersigned hereby applies to become a Member of 2201 DWIGHT PARTNERS,

LLC, a California limited liability company (the “Company”), and subscribes to purchase the
number of Units (“Units”) herein indicated in accordance with the terms and conditions of the
Operating Agreement of the Company (“Operating Agreement”), as amended, provided with this
Subscription Agreement.
1. REPRESENTATIONS AND WARRANTIES. The undersigned represents and

warrants as follows:
(a) I have received, read and fully understood the Operating Agreement and in
making this investment I am relying only on the information provided in the Operating
Agreement. I have not relied on any statements or representations inconsistent with those
contained in the Operating Agreement.
(b) I have carefully reviewed and understand the risks of, and other considerations
relating to, a purchase of the Units and the acquisition of the Investment Property, as that term is
defined in the Operating Agreement (“Investment Property”).
(c) I and my representatives, if any, have been furnished all materials relating to the
offering of the Units and the Company’s proposed activities in the Operating Agreement that I or
they have requested, and have been afforded the opportunity to obtain any additional information
necessary to understand the terms of my investment in Units and the Investment Property of the
Company.
(d) The Manager of the Company has answered all my inquiries concerning the
Company, the Investment Property and all other matters relating to the offering and sale of the
Units.
B-1
(e) I understand that the Units have not been registered under the Securities Act of
1933, as amended (the “Act”), in reliance upon the exemptions from such registration
requirements provided for under Section 4(2) of the Act and Rule 147 thereunder. In addition, I
understand that the Units have not been qualified under the California Corporate Securities Law
of 1968 (the “Law”), or under the applicable securities laws of any other state or foreign nation
where purchasers of Units may reside, in reliance on the exemptions from such registration and
qualification requirements for private offerings under Section 25102(f) of the Law and similar
provisions of other securities laws. I acknowledge and understand that the availability of these
exemptions depend in part upon the accuracy of the representations and warranties contained
herein, which I hereby make with the intent that they may be relied upon by the Manager.
(f) Accredited Investors (Individuals): If you are an individual Investor, please initial
which of the following, if any, is true:
____ My individual net worth, or my joint net worth with my spouse, at

the time of purchase exceeds $1,000,000 (the value of my home,
furnishings and automobiles may be included for purposes of
calculating my net worth).
____ My individual income exceeded $200,000 in each of the two most

recent years, and I have a reasonable expectation of reaching the
same income level in the current year.
____ My joint income with my spouse exceeded $300,000 in each of the

two most recent calendar years, and we have a reasonable
expectation of reaching the same income level in the current year.
(g) Accredited Investors (Entities): Please initial which of the following (if any) is
true:
____ Investor is an entity or Individual Retirement Account (“IRA”) and

all beneficial owners are individuals who are Accredited Investors
(see above).
____ Investor is a trust with either (i) at least $5,000,000 of total assets
(regardless of liabilities), or (ii) a trustee that is a bank or
registered investment advisor.
____ Investor is a corporation, partnership or LLC with either (i) at least

$5,000,000 of total assets (regardless of liabilities) or (ii) all the
equity owners of which are Accredited Investors (see above).
____ Investor is a revocable grantor trust and the grantor meets the
standards for being an Accredited Investor as set forth above.
(h) Accredited Investors (Pension or Retirement) Please initial which of the

following (if any) is true:
B-2
____ A trust company or a pension or profit-sharing trust (other than a
pension or profit-sharing trust of the issuer, a self-employed
individual retirement plan, or individual retirement account).
____ An employee benefit plan within the meaning of the Employee

Retirement Income Security Act of 1974 (i) whose investment
decision is made by a plan fiduciary as defined in Section 3(21) of
such Act which is either a bank, savings and loan association,
insurance company or registered investment advisor, or (ii) whose
total assets exceed $5,000,000, or (iii) if a self-directed plan, a
plan whose investment decisions are made solely by persons who
are accredited investors.
____ A plan with total assets in excess of $5,000,000, which plan is

established and maintained by a state, its political subdivisions, or
any agency or instrumentality of a state of its political
subdivisions, or the benefit of its employees.
(Remainder of page intentionally left blank)
B-3
(k) If I am executing this Subscription Agreement on behalf of a trust, employee
benefit plan, corporation, partnership or limited liability company, I represent and warrant that
such entity was not formed specifically to purchase Units.
(l) I am able to bear the economic risk of my purchase of the Units, including loss of
the entire investment.
(m) I understand that the Units may not be sold or otherwise disposed of without the
prior written consent of the Manager, which consent may be granted or withheld in its sole
discretion. I have liquid assets sufficient to assure myself that (i) my investment in these Units
will not cause me undue financial difficulty, and (ii) I can provide for my current and future cash
needs, both anticipated and unanticipated. If I am the trustee of a trust, the lack of liquidity of
the Units will not cause any difficulty for the trust in meeting the trust’s obligations to make
distributions to its beneficiaries in a timely manner.
(n) I am purchasing the Units solely for my own account and not with a view to or for
a sale in connection with any distribution of Units.
(o) I am 18 years of age or older.
2. RESIDENCE INFORMATION.
(a) Please identify in the space provided below the state(s) in which you have
maintained your principal residence during the past three years and the dates during which you
resided in each state.
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(b) Are you registered to vote in, or do you have a driver's license issued by, or do
you maintain a residence in any other state? If yes, in which state(s)?
__________________________________________________________________
__________________________________________________________________
3. EDUCATION.
Please describe your educational background and degrees obtained, if any:

__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
B-4
4. BUSINESS AND FINANCIAL EXPERIENCE.
(a) Please describe in reasonable detail the nature and extent of your business,
financial and investment experience which you believe gives you the capacity to evaluate the
merits and risks of the proposed investment and the capacity to protect your Shares. Specifically
list experience in purchasing real estate, stocks, bonds, options, commodities, limited liability
companies and limited partnerships, and list your investment in new or “start-up” corporations.
Also list attendance at educational seminars concerning investments.
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
_________________________________________________________________
(b) Are you purchasing the securities offered for your own account and for
investment purposes only? Yes _____ No _____
If no, please state for whom you are investing and/or the reason for investing.
__________________________________________________________________
__________________________________________________________________
5. POWER OF ATTORNEY. The undersigned hereby irrevocably constitutes and

appoints the Manager as his, her or its true and lawful attorney-in-fact, with full power of
substitution and with full power and authority for him, her or it and in his, her or its name, place
and stead, to execute, acknowledge, publish and file:
(a) The Articles of Organization and the Operating Agreement of the Company and
any amendments thereto or cancellations thereof required under the laws of the State of
California;
(b) Any other certificates, instruments and documents as may be required by, or may
be appropriate under, the laws of any state or other jurisdiction in which the Company is doing or
intends to do business; and,
(c) Any documents which may be required to effect the continuation of the Company,
the admission of an additional or substituted Member, or the dissolution and termination of the
Company, all in accordance with the Operating Agreement.
The power of attorney granted above is a special power of attorney coupled with an
interest, is irrevocable, and shall survive the death of a Member or the delivery of an assignment
of Units by a Member; provided, that where the assignee thereof has been approved by the
Manager for admission to the Company as a substituted Member, such power of attorney shall
survive the delivery of such assignment for the sole purpose of enabling the Manager to execute,
acknowledge, file and record any instrument necessary to effect such substitution.
B-5
6. ACCEPTANCE. This Subscription Agreement will be accepted or rejected by the
Manager within a reasonable period after receipt by the Company of good and valid funds.
Upon acceptance, this subscription will become irrevocable, and will obligate the undersigned to
purchase the number of Units indicated below. The Manager will return a countersigned copy of
this Subscription Agreement to accepted subscribers, which copy (together with my canceled
check) will be evidence of my purchase of Units.
7. PAYMENT OF SUBSCRIPTION PRICE. The minimum purchase of investment

Units is two Units of $50,000 per Unit, or $100,000, payable upon subscription. Subscriptions
are payable in cash or equivalent, concurrently with the delivery of this Subscription Agreement.
The Manager may in its sole and absolute discretion accept a limited number of subscriptions at
less than the minimum, or accept payments for fractional Units, to enable an orderly close of this
Offering.
8. UNDERSTANDING OF LEGAL CONSEQUENCES. The undersigned

acknowledges that it understands the meaning and legal consequences of the representations and
warranties made by the undersigned herein, and that the Manager is relying on such
representations and warranties in making their determination to accept or reject this subscription.
9. The undersigned acknowledges that U. S. Bank National Association is

acting only as an escrow agent in connection with the offering of the interests
described herein, and has not endorsed, recommended or guaranteed the
purchase, value or repayment of such interests.
10. INDEMNIFICATION. THE UNDERSIGNED AGREES TO INDEMNIFY AND
HOLD 2201 DWIGHT PARTNERS, LLC AND ITS MANAGER, MEMBERS, ATTORNEYS,
ACCOUNTANTS AND OTHER AGENTS AND EMPLOYEES HARMLESS FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, AND DAMAGES
(INCLUDING, WITHOUT LIMITATION, ALL ATTORNEYS' FEES WHICH SHALL BE
PAID AS INCURRED) WHICH ANY OF THEM MAY INCUR, IN ANY MANNER OR TO
ANY PERSON, BY REASON OF THE FALSITY, INCOMPLETENESS OR
MISREPRESENTATION OF ANY INFORMATION FURNISHED BY THE UNDERSIGNED
HEREIN OR IN ANY DOCUMENT SUBMITTED HEREWITH.
THE EFFECT OF THE FOREGOING PARAGRAPH IS THAT THE UNDERSIGNED

WILL BE FINANCIALLY RESPONSIBLE FOR ALL LOSSES, DAMAGES, EXPENSES
AND LIABILITIES INCURRED BY THE COMPANY AND/OR ITS MANAGER AS A
RESULT OF A BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES
MADE BY THE UNDERSIGNED.
11. INVESTOR INFORMATION. (Please print or type)
Please complete the following, as applicable. Investments by more than one of the
following entities, even if related to each other or controlled by the same person, require
completion of separate Subscription Agreement.
Identifying Information for Investors or Beneficial Owners (held strictly confidential)
B-6
Individual(s):
Name:
Address:
, CA 9
Soc. Sec. No.:
Tel./E-Mail:
Name:
Address:
, CA 9
Soc. Sec. No.:
Tel./E-Mail:
LLC, Corporation, Trust or Other:

Trustee/Legal Officer :
Address:
, CA 9
Acct. No.:
Tel./E-Mail:
Contact Person:
B-7
12. SUBSCRIPTION. Investors subscribing for Units must complete the following:
The undersigned agrees to pay the total purchase price per Unit ($50,000 per Unit),
$__________ Total Total Number of Units _______________
IN WITNESS WHEREOF, the undersigned hereby agrees to become a Member in 2201
DWIGHT PARTNERS, LLC upon the terms and conditions set forth in the Operating
Agreement.
Dated: ______________, 2009
(Signature of Individual Investor or Beneficial Owner)

Individual Retirement Account (“IRA”), SEP, Pension or Profit Sharing Trust (“ERISA Plan”):
Trustee:
Address:
, CA 9
Acct. No.:
LLC, Corporation, Trust or Other:
Trustee:
Address:
, CA 9
Acct. No.:
ACCEPTANCE
The foregoing Subscription Agreement is hereby accepted by 2201 DWIGHT
PARTNERS, LLC.
(a) Initial Subscription Amount: $ .
Dated: ______________, 2009 2201 DWIGHT PARTNERS, LLC,

a California limited liability company
By:
CityCentric/ Dwight and Fulton, LLC,
Manager
By:
Authorized Officer
B-8
10/26/2009 5:39 PM 1 of 3 Feasibility Z:\CP_2201 Dwight_Fulton\PPM\Dwight_Fulton Feasibility_PPM2.xls
Duration
Overall Schedule Start (Months) Finish
30.42
Execute Purchase Agmt Sep-09 3 Dec-09
Prepare & File Use Permit App Dec-09 4 Apr-10
Entitlement Processing Apr-10 16 Aug-11
Redemption and Recapitalization Aug-11 3 Oct-11
Prepare Permit Set Aug-11 4 Dec-11
City's Plan Check Process Dec-11 4 Mar-12
Construction Mar-12 14 May-13
Leas Up/Stabilization/Conversion May-13 4 Sep-13
Total Duration (Months) 52
Unit Mix and Income Assumptions
UNIT TYPE
2B_2BA 3B_2BA 4B_3BA Total
Market
Market Rate Market Rate Market Rate BMR
BMR BMR BMR Rate
Ground Floor 1 2 0 1 0 3 1 6
Second 0 1 0 0 1 6 1 7
Building Story Third 0 1 0 0 1 5 1 6
Fourth 0 1 0 0 1 4 1 5
Fifth 0 0 1 0 0 4 1 4
Total Units 1 5 1 1 3 22 5 28
Average Size (sq ft) 694 694 892 892 1195 1195
Size Range (sqft) 597-790 597-790 810-974 810-974 1051-1339 1051-1339
No of Units No. of Bdrms $/Bdrm $/unit monthly Annual
Market-Rate Proforma
2B-2BA 5 10 1,584 3,169 $ 15,845 $ 190,134
3B-2BA 1 3 1,421 4,262 $ 4,262 $ 51,140
4B-3BA 22 88 1,393 5,573 $ 122,604 $ 1,471,248
Subtotal 28 101 4,398 13,003 $ 142,710 $ 1,712,522
MARKET RATE GPI
MARKET-RATE $ 142,710 $ 1,712,522
LESS VACANCY/COLLECTION 5% $ (7,136) $ (85,626)
MARKET-RATE EPI $ 135,575 $ 1,626,896
LESS OPERATING EXP 27% (36,623) $ (36,623) $ (439,476)
MARKET-RATE NOI $ 98,952 $ 1,187,420
Affordable Proforma at 50% AMI No of Units No. of Bdrms $/Bdrm $/unit monthly Annual
2B-2BA 1 2 913 $ 913 $ 10,955
3B-2BA $ -
4B-3BA 1 4 1,324 $ 1,324 $ 15,892
Subtotal 2 6 2,237 $ 2,237 $ 26,847
Affordable Proforma at 50% AMI No of Units No. of Bdrms $/Bdrm $/unit monthly Annual
2B-2BA 913 $ - $ -
3B-2BA 1 3 1,027 $ 1,027 $ 12,328
4B-3BA 2 8 1,324 $ 2,649 $ 31,784
Subtotal 3 11 $ 3,676 $ 44,112
AFFORDABLE GPI 5 17 $ 5,913 $ 70,959
LESS VACANCY 2.50% $ (148) $ (1,774)
AFFORDABLE EPI $ 5,765 $ 69,185
LESS OPERATING EXP 104% (6,164) $ (6,164) $ (73,971)
AFFORDABLE NOI 5 $ (399) $ (4,786)
PROJECT GPI 5 118 $ 148,623 $ 1,783,481
TOTAL RERSIDENTIAL NOI $ 98,553 $ 1,182,634
PLUS PARKING/OTHER INCOME 87,120
GRAND TOTAL NOI 1,269,754
Valuation: Cap Rate GRM

Range 5.50% 6.50% 13 14
Estimated Value @ end of Yr 1 23,086,432 19,534,673 23,185,250 24,968,731
Reconciled Value @ end of Year 1 Reconciled Value @ end of Year 1 $ 22,693,771
Construction_Permanent Loan Analysis Permanent Construction Net Rentable Area: 37,230 Gross Building Area: 48,380
Max LTV 70% 75% Direct Construction Sq Ft $/Sq Ft Total Hard Costs
Max LTC 70%
Minimum DSC 1.325 Site work 27,000 $ 15 $ 405,000
Estimated Underwriting Rate 6.2125% 5.50% Unconditioned Space 2,429 $ 100 $ 242,900
Amortization Term 35 Conditioned Circulation 8,721 $ 120 $ 1,046,520
Maximum Loan Per LTV/LTC Test 15,885,640 12,925,329 At-Grade Parking 9,750 $ 8 $ 78,000
Maximum Loan Per DSC Test 13,662,014 13,662,014
Tax-Exempt Bond Loan Amount 13,662,014 13,662,014 Green/Open Space 11,241 $ 30 $ 337,230
First Mortgage Debt Service (at UW rate) $ (958,305)
LTV on 1st Mortgage 60% Apartments 37,230 $ 150 $ 5,584,500
DSC on 1st Mortgage 1.325 TOTAL RESIDENTIAL COSTS $ 207 $ 7,694,150
Year 1 Stabilized Cash Flow 311,449
Land Acquisition Operating Expenses Annual Summary Total Sources/Uses

Purchase Price 2,800,000 Management Fee 89,174 Property Acquisition Cost 3,629,812
Closing Costs 28,000 Legal & Audit 11,328 Secure Entitlements 282,990
Loan Costs 42,000 Advertising 4,248 Secure Building Permits 426,695
Interest Reserves, legal & Carrying Costs 759,812 Utilities 73,632 Close Construction Loan 11,284,674
Total Uses 3,629,812 Administration 6,018 Contingencies 1,016,950
Payroll 35,825 Total Uses 17,233,772
First Investment Equity 1,729,812 Insurance 16,992
First Mortgage Loan 1,900,000 Pest Control 2,832 Developer Cash 2,729,757
Total Sources 3,629,812 Maintenance / Repair 72,216 Office Rental Income 52,500
Real Estate Taxes 160,000 Cash Equity 789,500
Local & State Taxes & A 41,182 Permanent Loan 13,662,014
Entitlements Plus Reserves for Capita 14,850 Total Sources 17,233,772
Total Opt Expense Yr 1 528,297
Third Party Entitlement Costs 282,990
Manager's Entitlement Fee 257,674 Close Construction Loan
Contingency 55,427 Direct Construction Costs 8,321,933
Total Uses 596,091 Construction Management 135,000
- Permit & Fees 707,292
Office Rental Income from Manager 52,500 Architects & Engineers 240,596
Other Rental Income - Legal/closing/marketing/taxes 55,000
Deferred Manager's Entitlement Fee 128,837 Manager's Fee 180,372
First Investment Equity 414,754 Financing Costs 719,875
Total Sources 596,091 Soft Cost Contingency 73,903
Hard Cost Contingency 832,193
Takeout Land Loan 1,900,000
Secure Building Permits Total Uses 13,166,163
Third Party Costs 426,695
Manager's Fee 103,070 First Investment Equity
Contingency 55,427 Construction Loan 13,166,163
Total Uses 585,191 Total Sources 13,166,163
Close/Convert Permanent Loan

First Investment Equity 585,191
Total Sources 585,191 Pay off Construction Loan 13,166,163
Loan Closing Costs 397,141
Investors' Preferred Return 707,838
Total Uses 14,451,515
First/Second Investment Equity 789,500

Permanent Tax Exempt Bond 13,662,014
Total Sources 14,451,515
These financial projections are not promises or representations of particular economic returns, but are merely Manager's estimates of reasonable economic outcomes based upon
information known at the date of Offering.
10/26/2009 5:39 PM 2 of 3 5 Yr CF_Updated3 Z:\CP_2201 Dwight_Fulton\PPM\Dwight_Fulton Feasibility_PPM2.xls
Number of
5-Year Discounted Cash Flow Projection and Returns on Investment Number of Units: 33 Bedrooms: 118
August thru Dec
2201 Dwight Way, Berkeley, CA 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Total
Assume 100% Occupancy August 1, 2013 41.7% 1 2 3 4 5 6
Market Rate Rent Growth 0% 3.5% 3.5% 3.5% 3.5% 3.5%
Affordable Units Rent Growth 0% 3% 3% 3% 3% 3%
Vacancy & Credit Losses 5% 5% 5% 5% 5% 5%
Other Income Growth 3% 3% 3% 3% 3% 3%
Operating Expenses/Capital Reserves Growth 3% 3% 3% 3% 3% 3%
Property taxes/Assessments Growth 2% 2% 2% 2% 2% 2%
Gross Scheduled Rental Income (GSRI) 28.00 $ 713,551 $ 1,772,460 $ 1,834,496 $ 1,898,703 $ 1,965,158 $ 2,033,939
Affordable GSRI 5.00 $ 29,566 $ 73,088 $ 75,280 $ 77,539 $ 79,865 $ 82,261
Gross Potential Rental Income $ 743,117 $ 1,845,548 $ 1,909,777 $ 1,976,242 $ 2,045,023 $ 2,116,200
Vacancy & Credit Loss $ (39,014) $ (92,277) $ (95,489) $ (98,812) $ (102,251) $ (105,810)
Net Rental Income $ 704,103 $ 1,753,270 $ 1,814,288 $ 1,877,430 $ 1,942,772 $ 2,010,390
Other Income (Parking & Laundry) $ 37,389 $ 92,426 $ 95,198 $ 98,054 $ 100,996 $ 104,026
Total Income $ 741,492 $ 1,845,696 $ 1,909,486 $ 1,975,485 $ 2,043,768 $ 2,114,415
Total Operating Expenses $ (130,110) $ (321,633) $ (331,282) $ (341,220) $ (351,457) $ (362,001)
Net Operating Income $ 611,382 $ 1,524,063 $ 1,578,204 $ 1,634,264 $ 1,692,311 $ 1,752,415
Reserves for Capital Replacement $ (6,188) $ (15,296) $ (15,754) $ (16,227) $ (16,714) $ (17,215)
NOI After Reserves $ 605,194 $ 1,508,768 $ 1,562,450 $ 1,618,037 $ 1,675,597 $ 1,735,200
Ad Valorem Property Taxes $ (66,667) $ (163,200) $ (166,464) $ (169,793) $ (173,189) $ (176,653)
Fess and Sp. Assessments $ (9,979) $ (23,951) $ (24,430) $ (24,918) $ (25,417) $ (25,925)
Business License Tax & fees $ (7,180) $ (17,748) $ (18,281) $ (18,829) $ (19,394) $ (19,976)
NOI After Property Taxes/Assessments $ 521,369 $ 1,303,869 $ 1,353,275 $ 1,404,496 $ 1,457,597 $ 1,512,646
Interest Payment $ (350,979) $ (834,937) $ (827,051) $ (818,661) $ (809,734) $ (800,237)
Priniciple Payment $ (48,315) $ (123,367) $ (131,253) $ (139,644) $ (148,571) $ (158,068)
Debt Service Coverage (DSC) 1.31 1.36 1.41 1.47 1.52 1.58
Total Debt Service Amount $ (399,294) $ (958,305) $ (958,305) $ (958,305) $ (958,305) $ (958,305)
Net Cash Flow $ 122,075 $ 345,564 $ 394,971 $ 446,192 $ 499,293 $ 554,341
Permanent Loan Balance $ 13,662,014 $ 13,613,700 $ 13,490,333 $ 13,359,079 $ 13,219,435 $ 13,070,865 $ 12,912,797
Total (11/2009 - August thru Dec
Summary of Cash Flows: 12/2013) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Income 1,303,869 1,353,275 1,404,496 1,457,597 1,512,646
Land Acquisition (3,629,812) (3,629,812)
Land Entitlements (596,091) (417,264) (178,827)
Secure Building Permit (585,191) (292,596) (292,596)
Secure Cert of Occupancy (11,266,163) (4,333,140) (6,933,024)
Construction to Perm Conversion (1,156,514) (1,156,514)
Cash Flow (17,233,772) (3,629,812) (417,264) (471,423) (4,625,735) (8,089,538) 1,303,869 1,353,275 1,404,496 1,457,597 1,512,646
Financing Activity:
Land Acq Loan Funding 1,900,000 1,900,000
Office Rental Income 52,500 26,250 26,250
Land Loan Buldge After Entitlements - -
Land Loan Repayment (1,900,000) (1,900,000)
Construction Loan Funding 13,662,014 1,900,000 11,762,014
Debt Service on Permanent Loan (958,305) (958,305) (958,305) (958,305) (958,305)
Permanent Loan Repayment -
Total Financing Activity 13,714,514 1,900,000 26,250 26,250 - 11,762,014 (958,305) (958,305) (958,305) (958,305) (958,305)
Project Net Cash Flow Before Equity (3,519,257) (1,729,812) (391,014) (445,173) (4,625,735) 3,672,477 345,564 394,971 446,192 499,293 554,341
Equity Contribution and Recapture:
Reversion - Property Sale at a cap rate of: 5.00% 30 252 916
30,252,916
Less Costs of Sale 2.50% (756,323)
Less Permanent Loan Repayment $ (12,912,797)
Net of Sale Proceeds $ 16,583,796
8% Accrued Return for 49% of Investment Redemption (146,919) (24,269) (10,180) (3,114) 184,481 $ 184,481
5% Accrued Return for 51% of Investment due at Conversion (95,572) (20,773) (12,298) (2,026) 130,668 $ 130,668
5% accrued on new money after Redemption/Recap (169,755) 200,619
8% Accrued Preferred Return 8% (281,541) (281,541) (281,541) (281,541) 1,407,703 $ 1,407,703
Net Cash Flow from Operations 60% 207,338 236,982 267,715 299,576 332,605 $ 1,344,216
Equity Recapture & Profits $ 9,105,656 $ 9,105,656
Net Cash Flows From/To Investors (3,519,257) (1,729,812) (391,014) (445,173) (953,259) 515,769 207,338 236,982 267,715 299,576 10,845,964 $ 12,172,724
Investors' Annual Return on Cash 5.89% 6.73% 7.61% 8.51% 308.19% $ (3,519,257)
Investors' Annual Return on Equity (includes 60% reduction in Principle amount of loan) 7.99% 8.97% 9.99% 11.05% 310.88% $ 8,653,467
Estimated Leveraged Interal Rate of Return 18.49%
These financial projections are not promises or representations of particular economic returns, but are merely Manager's estimates of reasonable economic outcomes based upon information known at the date of Offering.
10/26/2009 5:39 PM 3 of 3 5 Yr CF_Updated3 Z:\CP_2201 Dwight_Fulton\PPM\Dwight_Fulton Feasibility_PPM2.xls
Number of
5-Year Discounted Cash Flow Projection and Returns on Investment Number of Units: 33 Bedrooms: 118
August thru Dec
2201 Dwight Way, Berkeley, CA 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Total
Simple Annual Rate of Return:

Preferred Interest 1,722,852
Cash Flow $ 1,344,216
Profit From Sale $ 9,105,656
Total 12,172,724
Less Return OF Capital (3,519,257)
Remaining (Return ON Capital) 8,653,467
Simple Annual Rate of Return 9.083 yrs 27.07%
Compounded Rate of Return: 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
First Capital Outlay in Nov 2009 (1,729,812) (1,752,616) (2,029,880) (2,351,007) (2,722,937) (3,153,705) (3,652,621) (4,230,466) (4,899,726) (5,674,862)
8.33% (22,805) (277,264) (321,127) (371,929) (430,769) (498,916) (577,845) (669,260) (775,137) (897,763)
Total Principle + Return (1,752,616) (2,029,880) (2,351,007) (2,722,937) (3,153,705) (3,652,621) (4,230,466) (4,899,726) (5,674,862) (6,572,626)
Seccond Capital Outlay 2010 (391,014) (452,872) (524,517) (607,495) (703,601) (814,911) (943,830) (1,093,144) (1,266,079)
(61,858) (71,644) (82,979) (96,106) (111,310) (128,919) (149,314) (172,935) (200,294)
Total Principle + Return (452,872) (524,517) (607,495) (703,601) (814,911) (943,830) (1,093,144) (1,266,079) (1,466,373)
Third Capital Outlay 2011 (445,173) (515,600) (597,167) (691,639) (801,057) (927,784) (1,074,559) (1,244,554)
(70,426) (81,568) (94,472) (109,417) (126,727) (146,775) (169,995) (196,888)
Total Principle + Return (515,600) (597,167) (691,639) (801,057) (927,784) (1,074,559) (1,244,554) (1,441,443)
Fourth Capital Outlay 2012 (953,259) (1,104,064) (1,278,727) (1,481,022) (1,715,319) (1,986,683) (2,300,976)
(150,806) (174,663) (202,295) (234,298) (271,364) (314,293) (364,014)
Total Principle + Return (1,104,064) (1,278,727) (1,481,022) (1,715,319) (1,986,683) (2,300,976) (2,664,991)
Compounded Interest Rate per Yr 15.82%
Total Total (1,752,616) (2,482,753) (3,391,124) (5,031,663) (5,827,673) (6,749,610) (7,817,399) (9,054,111) (10,486,472) (12,145,431)
Recap: Loan-To-Value 60%

Total Development Costs $ 17,233,772 Term (Years) 35
Office Rental Income 52,500 APR on Loan 6.2125%
Loan Amount $ 13,662,014 Yield on Cost at Stabilized Yr 1 7.57%
Equity Required 3,519,257 Initial Cap Rate (Rounded) 7.57%
Total Equity Requirment 3,519,257 Exit Cap Rate (Rounded) 5.00%
These financial projections are not promises or representations of particular economic returns, but are merely Manager's estimates of reasonable economic outcomes based upon information known at the date of Offering.
2201 Dwight Way Location Information

UC Berkeley
Downtown
Berkeley
2201 Dwight Way
2201 Dwight Way

2201 Dwight Way Development Concept


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CityCentric Investments 5715 Claremont Avenue Oakland, CA 94618 p 510.420.6900 f 510.420.7060 www.citycentric.net

For the Personal Use of Offeree Only

2201 DWIGHT PARTNERS, LLC

70 Units – Total Offering $3,500,000

$50,000 per Unit

Minimum Purchase: 2 Units

70 Units of Limited Liability Company Interest - $3,500,000 Total

Minimum Offering Amount $2,300,000

CALIFORNIA INVESTORS ONLY

ACCREDITED INVESTORS ONLY

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES

THE INVESTMENT OFFERED HEREBY INVOLVES A CERTAIN AMOUNT

THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN

THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE OFFEREE

THE COMPANY DOES NOT REPRESENT THAT A PUBLIC OR OTHER

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WILL OR

EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS

THE COMPANY UNDERTAKES TO MAKE AVAILABLE TO EVERY

THIS MEMORANDUM CONTAINS CERTAIN INFORMATION ABOUT THE

INVESTMENT ESCROW HOLDER: U. S. Bank National Association is acting

Per minimum investment (1 Unit-fully paid in) $50,000 $50,000

Total maximum offering 70 Units-fully paid in) $3,500,000 $3,500,000

Total minimum offering (46 Units-fully paid in) $2,300,000 $2,300,000

OPERATING AGREEMENT OF 2201 DWIGHT PARTNERS, LLC ...................Exhibit A

The following is a summary of certain information contained elsewhere in this Private

Minimum Two Units ($100,000).

In order to construct the planned new apartments, the Company must

Suitability Only investors who satisfy certain suitability standards (“Accredited

Lack of Liquidity: An investment in the Units should be treated as a long-term

Glossary: A Glossary of certain terms used in this Private Placement

THE PURCHASE OF UNITS INVOLVES CERTAIN RISKS AND IS NOT A SUITABLE

Minimum Income and Net Worth for Accredited Investors

1. Any private business development Company as defined in section 202(a)(22) of

2. Any organization described in Section 501(c)(3) of the Internal Revenue Code,

Ability to Accept Limitations on Transferability

THE FOREGOING SUITABILITY STANDARDS REPRESENT MINIMUM

An investor will be required to represent in the Subscription Agreement, which is

PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS SHOULD

Risk Associated With Operating History

Limited Capitalization; Further Borrowing

Limited Income; Fixed Expenses

Risks of the Development Approval Process

Risks of Owning Development Property

Risks Related to Financing and Leveraged Instruments

Prospective investors should understand that environmental issues in the development of

Risks of Rent Control

Reliance on Key Personnel

Repayment of Certain Distributions

Contingent Liabilities of Key Persons

Competition with Other Ventures of the Manager and its Members

Agreement Not at Arms’ Length

No Market for Units

Units Eligible for Future Sale

Arbitrary Offering Price

Summary of Federal Income Tax Risks

Tax Classification of the Company

Unrelated Business Taxable Income