Disclosures

Important Disclosures

Calvera Partners, LLC (“Calvera”) manages and sponsors various entities, typically structured as limited liability companies and limited partnerships, that invest in real property. These investments have substantial risks and are illiquid. As a consequence, they are only open to potential investors that meet certain suitability standards, including without limitation, that the purchaser is an accredited investor as defined in Rule 501 of Regulation D.

Each of these offerings are only made pursuant to a Confidential Private Placement Memorandum which set forth the terms of the potential investment, the material risks of the investment, and the suitability requirements of investors. Information provided to potential investors outside of a Confidential Private Placement Memorandum is for informational purposes only and does not constitute a solicitation to buy or sell securities nor does it purport to be a complete description of Calvera sponsored investments, markets or any securities referred to in the material. To the extent that Calvera provides any information regarding the past performance of any of these prior investment vehicles to you, please note that prior performance is not indicative of future results, and each investment vehicle faces distinct risks.

Each of these offerings are generally structured to be exempt from the registration or qualification requirements of the Securities Act of 1933, as amended and applicable state securities laws. As a result, the offerings have not been approved or disapproved by the U.S. Securities and Exchange Commission or the securities regulatory authority of any state, nor has the U.S. Securities and Exchange Commission or any securities regulatory authority of any stated passed upon the accuracy or adequacy of any of the disclosures made pursuant to these Confidential Private Placement Memorandum.

Calvera does not provide investment, tax or legal advice and each potential investor is encouraged to discuss any potential investment with its financial, tax and legal advisers. To the extent that any information provided by Calvera concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. Potential investors should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

The types of investment offerings sponsored by Calvera are speculative and entail significant risks that can include losses due to leveraging, lack of liquidity, potential lack of diversification, absence of information regarding valuations and pricing, complex tax structures and delays in tax reporting, less regulation, fee structures, as well as risks generally associated with the ownership of real property: such as uninsured casualty losses from earthquakes, floods, terrorism and other catastrophes, adverse changes in general or local economic conditions, changes in the investment climate for real estate, changes in supply of or demand for competing properties in the area, changes in the interest rates and availability of financing that may render the sale or refinancing of any property difficult or unattractive, changes in governmental rules in real estate and zoning laws, and increases in real property tax rates and federal economic controls. There can be no assurance that the value of any property will exceed its cost or that any property will be able to maintain its value. In addition, there can be no assurance that the sale or refinancing of any property will result in a profit.