Placement Memorandum of CPR Investors, LLC - Final Investor Package (Nov. 27, 2019)

CPR INVESTORS, LLC,
a Delaware limited liability company
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
FOR ACCREDITED INVESTORS ONLY
$3,317,000 MAXIMUM OFFERING AMOUNT

$3,183,000 MINIMUM OFFERING AMOUNT
3,317,000 Shares (Maximum)
3,183,000 Shares (Minimum)
$50,000 minimum individual investment

$1.00 per Share
November 27, 2019
THE INTERESTS OFFERED HEREIN ARE SPECULATIVE SECURITIES INTENDED FOR A LIMITED
NUMBER OF EXPERIENCED AND SOPHISTICATED INVESTORS.
THIS PRIVATE PLACEMENT MEMORANDUM IS CONFIDENTIAL

AND IS NOT TO BE REPRODUCED
Prospective Investor Name: _______________________________ Document Copy #:
© 2019 Baker Donelson

4815-3794-7053v5
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
CPR INVESTORS, LLC,

a Delaware limited liability company.
INTRODUCTORY STATEMENT
This Confidential Private Placement Memorandum (this “Memorandum”) is being distributed in

connection with a private offering by CPR Investors, LLC, a Delaware limited liability company (the
“Company”, “we” or “us”), of up to $3,317,000 (USD)1 of its shares of limited liability company membership
interests (each a “Share”, and collectively, the “Shares”) at an offering price of $1.00 per Share, assuming the
Shares are not discounted (the “Offering Price”), to certain U.S. residents that are “accredited investors” under
Rule 501(a) of Regulation D, 17 C.F.R. § 230.501(a), promulgated under the Securities Act of 1933, 15 U.S.C. §
77a, et seq., as amended (the “Securities Act”) (each referred to herein as an “Investor”), who, upon admission
to the Company, will become members of the Company (collectively, the “Offering”). Each Share represents a
pro rata ownership interest in the assets, profits, losses and distributions of the Company.
The Offering is being conducted on a “best efforts” basis by the Company. The aggregate maximum
offering amount is $3,317,000 (the “Maximum Offering Amount”). The aggregate minimum offering amount is
$3,183,000 (the “Minimum Offering Amount”). The maximum aggregate total of Shares to be offered
hereunder will be 3,317,000 Shares, which would represent an aggregate Ninety-Eight Percent (98%) ownership
interest in the Company. There is no limit on the number of Shares that an individual investor may purchase;
provided, however, this Offering is subject to a minimum investment amount of $50,000 (or 50,000 Shares) per
Investor (the “Minimum Investment”), although the Company’s Managers, in their sole discretion, reserve the
right to accept a lesser amount. The Company’s Managers also reserve the right to accept subscriptions for partial
or fractional Shares; provided, however, at no time shall the Company have more than one hundred (100)
Members.
The principal objective of this Offering is to raise sufficient capital for the Company to acquire up to a
Ninety-Nine Percent (99%) membership interest (990 Units) in CPR Properties, LLC, a Georgia limited liability
company (“CPR Properties”), from two of its existing members, pursuant to a Membership Interest Purchase and
Contribution Agreement, dated November 26, 2019 (the “Purchase Agreement”). The proceeds from this
Offering will be used in part to pay the CPR Properties Membership Interest Purchase Price (defined herein
below) required under the Purchase Agreement. See “EXECUTIVE SUMMARY” and “MEMBERSHIP
INTEREST PURCHASE AND CONTRIBUTION AGREEMENT.”
The primary business purpose of CPR Properties has been to develop the approximately 95.80 acres,
more or less, of primarily unimproved real property that it owns in Henry County, Georgia, consisting of (i) two
tracts containing approximately 44.57 acres, in the aggregate, affronting Carl Parker Road (the “Carl Parker
Parcel”), and (ii) two tracts containing approximately 51.23 acres, in the aggregate, affronting Rex Road (the
“Rex Road Parcel” and together with the Carl Parker Parcel, collectively, the “Real Property”) into (i) a senior
living facility, on the Carl Parker Parcel, consisting of 400 senior independent living units and 200 assisted senior
living units (the “Carl Parker Development”) and (ii) a senior living facility, on the Rex Road Parcel, consisting
of 400 senior independent living units and 200 assisted living units (the “Rex Road Development”, and together
with the Carl Parker Development, such activities, collectively, the “Development Activities” or the
“Development Option”). See “COMPANY OPERATIONS –Development Option”. Alternatively, due to
certain conservation values presented by the Real Property, the Development Activities may be foregone in order
1
All references to dollar values in this Memorandum are stated in U.S. dollars (USD).ja
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to (i) make a charitable donation of the fee interest in the Rex Road Parcel (the “Charitable Donation”) to the
Southern Conservation Trust, Inc., a 501(c)(3) not-for-profit entity, incorporated under the laws of the State of
Georgia, which was organized exclusively for charitable purposes (the “Charitable Organization”), or another
qualified organization under Section 170(b)(1)(A) of the Internal Revenue Code of 1986, as amended (the
“Code”), and (ii) make a “qualified conservation contribution” (the “Qualified Conservation Contribution”) of
a perpetual conservation easement (the “Conservation Easement”) encumbering a 42.58-acre portion of the Carl
Parker Parcel (the “Conservation Area”) to the Charitable Organization.
Pursuant to the Mandatory Member Vote on Business Operations, the Investors, as Members of the
Company, will also have the option to commence development on a portion of the Real Property and donate or
conserve another portion of the Real Property, pursuant to the following two (2) options: (i) CPR Properties may
commence the Rex Road Development, forego the Carl Parker Development, and instead, make the Qualified
Conservation Contribution to the Charitable Organization of the Conservation Easement encumbering the
Conservation Area (the “Rex Road Development and Carl Parker Conservation Option”), or (ii) CPR
Properties may commence the Carl Parker Development, forego the Rex Road Development, and instead, make
the Charitable Donation of the Rex Road Parcel to the Charitable Organization (the “Carl Parker Development
and Rex Road Charitable Donation Option”).
In the event the Mandatory Member Vote on Business Operations results in an option requiring the
Charitable Donation of the Rex Road Parcel and/or the Qualified Conservation Contribution of the Conservation
Easement on the Conservation Area to the Charitable Organization, CPR Properties, as applicable, will (i)
execute, deliver, and cause to be recorded in the public real estate records of Henry County, Georgia a deed
conveying the Rex Road Parcel to the Charitable Organization and/or (ii) record the Conservation Easement
encumbering the Carl Parker Parcel in favor of the Charitable Organization in the public real estate records of
Henry County, Georgia, and (iii) claim a charitable contribution deduction under Section 170 of the Code with
respect to the Charitable Donation and/or Qualified Conservation Contribution (the “Charitable Deduction”),
and the Company will claim its proportionate share of the Charitable Deduction on its partnership tax return for
the year in which the Charitable Donation and/or the Qualified Conservation Contribution is made. See
“CHARITABLE CONTRIBUTION.”
If CPR Properties ultimately makes the Charitable Donation of the Rex Road Parcel and the Qualified
Conservation Contribution of the Conservation Easement encumbering the Conservation Area to the Charitable
Organization, the Company and CPR Properties will utilize all or a portion of the Investment Reserve (as defined
below) to make Alternative Investments (as defined below) (collectively, the “Charitable Contribution and
Alternative Investments Option”).
Additionally, as an alternative option, the Members of the Company could choose for CPR Properties to
hold all of the Real Property for potential appreciation for an indeterminate period of time (the “Long-Term
Investment”). The Long-Term Investment could result in a sale, exchange, or other disposition of the Real
Property at a later date, or a Charitable Donation or Qualified Conservation Contribution of a Conservation
Easement to the Charitable Organization or another eligible donee. See “INVESTMENT OPTION.” Following
the closing of this Offering, the Company’s Managers will call for a vote of the Members of the Company to vote
as to which of the five (5) aforementioned primary business options to choose, the decision of a majority of which
will be binding on the Company, its Members and the Manager. See “MANDATORY MEMBER VOTE ON
BUSINESS OPERATIONS”.
The secondary objective of this Offering and an additional business purpose of the Company, in the
event the Company’s Members elect to pursue either the Charitable Contribution and Alternative Investments
Option or the Investment Option, is to provide investment returns to its Members. The Company will set aside
THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($300,000.00) of the gross Offering proceeds (the
“Investment Reserve”). If the Members elect to pursue the Charitable Contribution and Alternative Investments
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Option or the Investment Option, the Investment Reserve shall be used to make direct or indirect equity and/or
debt investments in (A) other additional income-producing real property, (B) short-term investments in residential
or commercial developments, or (C) other similar alternative investment opportunities unrelated to the Real
Property, including, but not limited to, residential or commercial properties (including multifamily or single
family housing, office buildings, shopping plazas, light industrial and/or warehousing facilities) and undeveloped
real property that has significant potential for short-term or long-term appreciation (the “Alternative
Investments”). It is expected that such Alternative Investments may include transactions with affiliates of the
Managers and/or co-investment opportunities alongside other entities managed or controlled by affiliates of the
Manager. See “ALTERNATIVE INVESTMENTS.” If the Members vote for the Development Option, the Rex
Road Development and Carl Parker Conservation Option or the Carl Parker Development and Rex Road
Charitable Donation Option pursuant to the Mandatory Member Vote on Business Operations, the Investment
Reserve shall instead be used to fund start-up costs, capital expenditures and provide additional working capital to
commence the Development Activities, the Rex Road Development, or the Carl Parker Development,
respectively.
THERE ARE SIGNIFICANT RISKS FROM PURSUING ANY OF THE FIVE (5) OPTIONS FOR
THE COMPANY’S AND CPR PROPERTIES’ PRIMARY BUSINESS PURPOSE. THESE INCLUDE
THE FOLLOWING, WHICH BY NO MEANS IS A COMPREHENSIVE LISTING:
(1) IF THE DEVELOPMENT ACTIVITIES ARE PURSUED BY THE MEMBERS, IT IS

ANTICIPATED THAT THE MANAGERS WILL ISSUE ONE OR MORE CALLS FOR
SUPPLEMENTAL CAPITAL CONTRIBUTIONS FROM THE COMPANY’S MEMBERS (SEE “THE
OPERATING AGREEMENTS”) AND WILL COMMENCE PREPARATIONS FOR DEVELOPMENT
ACTIVITIES WITHOUT DELAY. DISTRIBUTABLE INCOME FROM THE DEVELOPMENT
ACTIVITIES IS NOT EXPECTED TO BE AVAILABLE UNTIL AT LEAST AFTER THE SECOND
FISCAL YEAR FOLLOWING THE COMMENCEMENT OF THE DEVELOPMENT ACTIVITIES.
(2) IF THE CHARITABLE CONTRIBUTION AND ALTERNATIVE INVESTMENTS

OPTION IS PURSUED, IT IS ESTIMATED THAT THE AGGREGATE CHARITABLE DEDUCTION
THAT WOULD BE ALLOCATED TO THE COMPANY WOULD BE APPROXIMATELY $17,733,870
OF THE TOTAL CHARITABLE CONTRIBUTION DEDUCTION APPLICABLE TO THE REAL
PROPERTY OF $17,913,0002, WHICH EXCEEDS AN AMOUNT OF TWO AND ONE-HALF TIMES
(2.5x) THE AMOUNT INVESTED BY THE INVESTORS IN THE SHARES. AS SUCH, PURSUANT TO
IRS NOTICE 2017-10, SUCH CHARITABLE DONATION AND QUALIFIED CONSERVATION
CONTRIBUTION WOULD, UNDER CURRENT RULES, BE A “LISTED TRANSACTION” FOR
PURPOSES OF TREASURY REGULATION SECTION 1.6011-4(B)(2). AS A RESULT, EACH
INVESTOR THAT IS ALLOCATED A PORTION OF THE CHARITABLE DEDUCTION BY CPR
PROPERTIES THROUGH THE COMPANY MUST ATTACH A COMPLETED IRS FORM 8886 TO
SUCH INVESTOR’S TAX RETURN AND MUST MAIL A COPY OF THE COMPLETED FORM 8886
TO THE IRS OFFICE OF TAX SHELTER ANALYSIS. AS DISCUSSED IN MORE DETAIL IN THIS
MEMORANDUM, INVESTORS WHO FAIL TO PROPERLY FILE THE FORM 8886 AND DISCLOSE
THE TRANSACTION WILL BE SUBJECT TO PENALTIES RELATING TO THAT FORM. THE IRS
MAY ALSO IMPOSE OTHER SUBSTANTIAL PENALTIES ON PERSONS INVOLVED IN “LISTED
TRANSACTIONS,” INCLUDING THE ACCURACY-RELATED PENALTY UNDER IRC § 6662 OR §
6662A, THE SECTION 6694 PENALTY FOR UNDERSTATEMENTS OF A TAXPAYER’S LIABILITY
BY A TAX RETURN PREPARER, AND THE SECTION 6695A PENALTY FOR CERTAIN
VALUATION MISSTATEMENTS ATTRIBUTABLE TO INCORRECT APPRAISALS. SEE “RISK
2
The foregoing numbers with respect to the Company’s potential allocation of the Charitable Deduction assume the Maximum Offering Amount is achieved
(98% of the Company’s Shares are issued to Investors) and the Company acquires the full 99% membership interest in CPR Properties, LLC. If anything less
than the Maximum Offering Amount is raised, the aggregate amount of any potential Charitable Deduction (if the Charitable Contribution and Alternative
Investments Option is selected by the Company’s Members) received by the Company, as a whole, would be reduced.
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FACTORS.” EACH INVESTOR IS STRONGLY RECOMMENDED TO CONSULT WITH
INDEPENDENT LEGAL, ACCOUNTING, TAX AND OTHER ADVISORS TO ASSURE THAT EACH
INVESTOR UNDERSTANDS COMPLETELY ALL TAX CONSEQUENCES OF AN INVESTMENT IN
THE COMPANY, INCLUDING THE IMPLICATIONS OF NOTICE 2017-10.
THE IRS ROUTINELY AUDITS CHARITABLE DEDUCTIONS, AND TYPICALLY WOULD

ATTACK THE PROCEDURES IN MAKING THE CHARITABLE DONATION AND THE QUALIFIED
CONSERVATION CONTRIBUTION, AS WELL AS THE AMOUNT OF THE CHARITABLE
DEDUCTION TAKEN (I.E. THE VALUATION). INVESTORS SHOULD ANTICIPATE THAT IF THE
IRS CHOOSES TO AUDIT CPR PROPERTIES AND THE CHARITABLE DEDUCTION, THE IRS’S
INITIAL POSITION WILL BE TO DISALLOW THE CHARITABLE DEDUCTION ENTIRELY AND
IMPOSE ON THE INVESTORS PENALTIES, INCREASED TAXES AND INTEREST ATTRIBUTED
TO THE DISALLOWED DEDUCTION AND FOR PARTICIPATING IN A LISTED TRANSACTION.
SEE “IRS POSITIONS CONCERNING THE CHARITABLE DONATION.” AND “IRS POSITIONS
CONCERNING THE CHARITABLE CONTRIBUTIONS” MOREOVER, PARTICIPATION IN THE
OFFERING HEREBY MAY TRIGGER AN AUDIT OF AN INVESTORS ENTIRE FEDERAL TAX
RETURN. IN THE EVENT THAT AN INVESTOR IS SUBJECT TO AN AUDIT, THE IRS COULD
WITHHOLD A REFUND OWED TO A TAXPAYER IN FUTURE YEARS, WHILE THE AUDIT IS
PENDING.
WHILE CERTAIN APPRAISAL REPORTS WILL HAVE BEEN OBTAINED FROM THIRD-
PARTY APPRAISERS TO SUPPORT ANY CLAIMED CHARITABLE DEDUCTION, SUCH
APPRAISAL REPORTS DO NOT CONSTITUTE A “GUARANTY” OF THE VALUE OF THE REAL
PROPERTY AND CORRESPONDING CLAIMED CHARITABLE DEDUCTION. THE APPRAISAL IS
NOT BINDING ON THE IRS, AND THE IRS MAY CHALLENGE THE VALUATION AND
DISALLOW COMPLETELY OR REDUCE SIGNIFICANTLY ANY CHARITABLE DEDUCTION
TAKEN, AND IMPOSE SIGNIFICANT PENALTIES ON INVESTORS RELATING TO THE CLAIMED
TAX DEDUCTIONS.
(3) IF THE INVESTMENT OPTION IS SELECTED BY THE MEMBERS, THERE IS THE

POSSIBILITY THAT THE VALUE OF THE REAL PROPERTY COULD DECREASE RAPIDLY DUE
TO EVENTS BEYOND THE CONTROL OF THE COMPANY AND THE MANAGERS, SUCH AS (A)
IF THE GROWTH RATE OF THE ECONOMY DECLINES OR A RECESSION OCCURS IN THE
HENRY COUNTY, GEORGIA AREA, THE VALUE OF THE REAL PROPERTY COULD DECREASE
OVER TIME AND THE ANTICIPATED PROFITABILITY FROM A LONG TERM INVESTMENT
COULD BE MATERIALLY ADVERSELY AFFECTED AND (B) CONSIDERABLE ECONOMIC,
FEDERAL, STATE, AND LOCAL POLITICAL UNCERTAINTIES MAY EXIST IN THE FUTURE
THAT COULD HAVE ADVERSE EFFECTS ON CONSUMER BUYING HABITS, CONSTRUCTION
COSTS, AVAILABILITY OF LABOR AND MATERIALS AND OTHER FACTORS AFFECTING THE
REAL ESTATE INDUSTRY IN GENERAL. SEE PAGES 47-57 OF THIS MEMORANDUM FOR A
COMPLETE DISCUSSION OF THE “RISK FACTORS”.
The option selected by a majority of the Members (acting by a Majority Vote or by Majority Written
Consent) for the Real Property shall be pursued by the Managers. Any subscriptions that the Company receives
for Shares from Investors will not be subject to revocation if an Investor supported a minority position in the
balloting process. Any Investor who fails to return such Investor’s ballot within the prescribed time allotted will
be deemed to have voted for the same option or the plurality of the votes.
The Company will begin accepting subscriptions for Shares from Investors on December 2, 2019 (the
“Offering Commencement Date”). This Offering will be terminated on a date specified by the Company, but in
no event later than December 27, 2019 (the “Offering Termination Date”). Proceeds from the Offering will be
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placed in an escrow account maintained at SunTrust Bank, which will also serve as the escrow agent (the
“Escrow Agent”). Such proceeds will be released upon the Company’s receipt of subscriptions representing at
least the Minimum Offering Amount. If the Minimum Offering Amount has not been subscribed for on or before
the Offering Termination Date, such proceeds will be returned by the Escrow Agent, without interest, to the
potential Investors that supplied such investment amounts. The Company may reject an Investor’s subscription for
any reason or without any reason whatsoever. Notwithstanding the foregoing, the Managers reserve the right to
terminate the Offering at any time, and for any reason or no reason, in its sole discretion. All proceeds from
subscribers for the Shares offered hereby and accepted by the Company on or before the Offering Termination
Date must be received by the Offering Termination Date and will be deposited in a non-interest bearing escrow
account (the “Escrow Account”) with the Escrow Agent. The Escrow Agent will deposit all funds it receives into
the Escrow Account and will keep such funds until the earlier of: (i) the Offering Termination Date, or (ii) the
Company’s rejection of an Investor’s subscription. Upon rejection of an Investor’s subscription, the Escrow
Agent shall within ten (10) days after such rejection, refund in full the subscription amount an Investor deposited
with the Escrow Agent. Once the Company receives and accepts subscriptions for at least the Minimum Offering
Amount, the Managers shall deliver written notice to the Escrow Agent stating that the Company has received at
least the Minimum Offering Amount and that the Company desires to distribute subscription proceeds held by the
Escrow Agent. At which point, the Company will continue to market the Offering until the earlier of (i) the
Maximum Offering Amount has been achieved or (ii) the Offering Termination Date.
Only investors who qualify as “Accredited Investors”, as defined in Section 501(a) of Regulation D
promulgated under the Securities Act may participate in this Offering. No public market currently exists for the
Shares, and no such market will develop as a result of this Offering. ONLY INVESTORS WHO ARE
FAMILIAR WITH REAL ESTATE DEVELOPMENT, CONSERVATION EASEMENTS AND
CHARITABLE DONATIONS UNDER FEDERAL TAX LAW SHOULD INVEST IN THE SHARES
AFTER CAREFULLY CONSIDERING THE RISKS, INCLUDING, BUT NOT LIMITED TO, THE
NON-EXCLUSIVE RISK FACTORS DISCLOSED ELSEWHERE IN THIS MEMORANDUM.
The Company and its counsel, Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (“Baker
Donelson”), expressly disclaim any representation concerning the tax consequences of an investment in the
Shares to any particular Investor. Each prospective Investor should independently consult with his, her or
its own accountant, attorney, tax advisor, financial planner or other professional advisors with respect to
federal, state, or local tax consequences of an investment in the Shares, or with respect to any other
business or legal matter affecting the decision to invest. Each prospective Investor, or his, her, or its
advisors and representatives, is expected to have familiarity with all of the issues which are found in
investments which may involve charitable contributions as a part of their tax and business features.
CONFIDENTIAL INFORMATION NOTICE
This Memorandum and any other information or documents delivered in connection with this Offering are
being furnished on a confidential basis, solely for use by potential Investors in considering whether or not to
purchase Shares in this Offering. All of the information contained in this Memorandum and any related
documents and information is confidential and proprietary to us. You will not reproduce, distribute or further
disseminate this Memorandum, or any related documents or information, in whole or in part. If you do not wish
to participate in the Offering, you will return this Memorandum to the Company as soon as practicable, together
with any other material relating to the Company that you may have received. You must obtain our prior written
consent before taking any proposed actions that are inconsistent in any manner with the foregoing statements.
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INVESTMENT NOTICE
THE SHARES BEING OFFERED IN CONNECTION WITH THIS MEMORANDUM ARE HIGHLY
SPECULATIVE AND AN INVESTMENT THEREIN INVOLVES A HIGH DEGREE OF CERTAIN RISKS.
SEE “RISK FACTORS”.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, 15 U.S.C. § 77a, et seq., AS AMENDED (THE “SECURITIES ACT”), NOR
QUALIFIED, APPROVED OR DISAPPROVED UNDER ANY OTHER FEDERAL OR STATE SECURITIES
LAWS. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL
OR STATE REGULATORY AUTHORITY HAS PASSED JUDGMENT ON OR ENDORSED THE MERITS
OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SECURITIES OFFERED HEREBY MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS THEY
ARE REGISTERED UNDER THE SECURITIES ACT AND, WHERE REQUIRED, UNDER THE LAWS OF
OTHER JURISDICTIONS, UNLESS SUCH PROPOSED SALE, TRANSFER OR DISPOSITION IS EXEMPT
FROM SUCH REGISTRATION.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED WITH AN INVESTMENT IN THE COMPANY. THESE SECURITIES HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE COMMISSION OR REGULATORY
AUTHORITY. AN INVESTMENT IN THE COMPANY INVOLVES THE RISK OF LOSS OF ALL OR SOME
OF AN INVESTOR’S INVESTMENT.
THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT NOR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD
EXCEPT (A) (I) TO INVESTORS THAT QUALIFY AS “ACCREDITED INVESTORS” WITHIN THE
MEANING OF RULE 501(a) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT,
PURCHASING FOR THEIR OWN ACCOUNTS FOR INVESTMENT PURPOSES AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (II) IN OTHER TRANSACTIONS
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN COMPLIANCE WITH
ANY APPLICABLE STATE OR SECURITIES LAWS. IT IS ANTICIPATED THAT THE OFFERING AND
SALE OF SHARES WILL BE MADE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED UNDER SECTION 4(a)(2) THEREOF AND RULE 506(b) OF
REGULATION D PROMULGATED THEREUNDER. THEREFORE, THE SHARES OFFERED HEREBY
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. FURTHERMORE, SHARES IN THE COMPANY MAY ONLY BE TRANSFERRED
PURSUANT TO THE TERMS AND CONDITIONS OF THE COMPANY’S LIMITED LIABILITY
COMPANY AGREEMENT. THERE CURRENTLY IS NO SECONDARY MARKET FOR THE SHARES.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. ACCORDINGLY, THIS
INVESTMENT IS NOT SUITABLE FOR INVESTORS WHO DO NOT HAVE ADEQUATE LIQUID ASSETS
TO AFFORD A LONG TERM, ILLIQUID INVESTMENT. THE COMPANY WILL NOT HAVE MORE
THAN ONE HUNDRED (100) MEMBERS, AS SUCH, THE COMPANY DOES NOT INTEND TO BE
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE “INVESTMENT COMPANY ACT”), IN RELIANCE UPON SECTION 3(c)(1) OF
THE INVESTMENT COMPANY ACT.
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AN INVESTMENT IN THE COMPANY IS NOT INTENDED AS A COMPLETE INVESTMENT
PROGRAM.
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS MEMORANDUM AS LEGAL OR

TAX ADVICE. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C., (“BAKER
DONELSON”) DOES NOT REPRESENT ANY INVESTOR OR PROPOSED INVESTOR, AND DOES NOT
ENDORSE OR PROMOTE THE PURCHASE OF ANY SHARES. EACH INVESTOR SHOULD CONSULT
ITS OWN COUNSEL AND PROFESSIONAL REPRESENTATIVES FOR ADVICE CONCERNING
VARIOUS LEGAL, ECONOMIC AND TAX CONSIDERATIONS IN CONNECTION WITH AN
INVESTMENT IN THE COMPANY.
ONLY THE MANAGERS AND THEIR AUTHORIZED AGENTS HAVE BEEN AUTHORIZED TO
MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, IN CONNECTION WITH AN
INVESTMENT IN THE COMPANY. ANY INFORMATION, OTHER THAN THE INFORMATION
CONTAINED HEREIN OR INFORMATION PROVIDED IN WRITING BY THE MANAGERS, MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE MANAGERS.
THE COMPANY SHALL ALLOW EACH INVESTOR OR ITS AUTHORIZED REPRESENTATIVE,

DURING THIS OFFERING AND PRIOR TO THE SALE OF ANY SHARES IN THE COMPANY, THE
OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE MANAGERS
CONCERNING ANY AND ALL ASPECTS OF THE COMPANY TO THE EXTENT THE MANAGERS
POSSESS SUCH INFORMATION OR CAN ACQUIRE SUCH INFORMATION WITHOUT
UNREASONABLE EFFORT OR COST AND, PROVIDED THAT THE MANAGERS SHALL NOT BE
OBLIGED TO DISCLOSE PROPRIETARY INFORMATION OF THE COMPANY.
A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR SHARES UNLESS SATISFIED

THAT IT OR ITS REPRESENTATIVE HAS REQUESTED, RECEIVED, AND ANALYZED ALL
INFORMATION WHICH WOULD ENABLE IT TO MAKE AN INFORMED DECISION OF THE MERITS
AND RISKS OF AN INVESTMENT IN THE COMPANY.
THIS MEMORANDUM SUPERSEDES ALL PRIOR INFORMATION WITH RESPECT TO THE

SHARES OFFERED HEREIN. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF THIS MEMORANDUM.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANYONE

IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED. FURTHER, THIS MEMORANDUM CONSTITUTES AN OFFER ONLY IF A NAME
APPEARS IN THE OFFEREE’S NAME SPACE PROVIDED ABOVE. DELIVERY OF THIS
MEMORANDUM (OR A COPY HEREOF) TO ANYONE OTHER THAN THE PERSON NAMED ABOVE
(OR THEIR PROFESSIONAL ADVISORS REVIEWING THIS MEMORANDUM ON SUCH PERSON’S
BEHALF) IS UNAUTHORIZED, AND ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR
IN PART, OR ANY DIVULGENCE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE MANAGERS, IS PROHIBITED. THIS MEMORANDUM IS SUBMITTED IN
CONNECTION WITH THE OFFERING OF SHARES IN THE COMPANY AND MAY NOT BE
REPRODUCED OR USED FOR ANY OTHER PURPOSE BY ANY PERSON. THE OFFEREE, BY
ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN THE MEMORANDUM AND
ALL ACCOMPANYING DOCUMENTS TO THE COMPANY IF THE OFFEREE DECIDES NOT TO
PURCHASE ANY OF THE SECURITIES OFFERED HEREBY.
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THIS OFFER CAN BE WITHDRAWN AT ANY TIME BEFORE CONSUMMATION AND IS
SPECIFICALLY MADE SUBJECT TO ALL THE CONDITIONS DESCRIBED IN THIS MEMORANDUM.
THE COMPANY RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT
ANY SUBSCRIPTION FOR SHARES, IN WHOLE OR IN PART, FOR ANY REASON OR NO REASON AT
ALL.
NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES, ATTORNEYS OR AGENTS

IS MAKING ANY REPRESENTATION TO ANY OFFEREE OR PURCHASER OF SHARES IN THE
COMPANY REGARDING THE LEGALITY OF ANY INVESTMENT THEREIN BY SUCH OFFEREE OR
PURCHASER.
THE SHARES MAY BE ACQUIRED ONLY BY OFFEREES WHO SATISFY CERTAIN

CONDITIONS UNDER EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND
STATE LAW. NOTWITHSTANDING DELIVERY OF THE OFFERING MATERIALS, THE COMPANY
DOES NOT INTEND TO EXTEND AN OFFER EITHER TO SELL OR TO SOLICIT AN OFFER TO BUY
THE SHARES UNTIL THE COMPANY DETERMINES, IN ITS SOLE JUDGMENT, THAT THE OFFEREE
SATISFIES SUCH STANDARDS.
THE COMPANY, ITS MANAGERS, AND BAKER DONELSON ARE NOT PROVIDING TAX,
LEGAL, OR BUSINESS ADVICE TO PROSPECTIVE PURCHASERS OF THE SHARES. THE FEDERAL
INCOME TAX CONSIDERATIONS LISTED IN THIS MEMORANDUM, AND PARTIAL DISCUSSION OF
SOME OF THE TAX RISKS WHICH MAY ARISE WITH RESPECT TO THE INVESTORS, THE
COMPANY AND CPR PROPERTIES, ARE MADE PURELY FOR THE CONVENIENCE OF POTENTIAL
INVESTORS AND THEIR RESPECTIVE ADVISORS.
BAKER DONELSON IS NOT COMMENTING ON OR OPINING ON THE APPRAISALS

OBTAINED BY OR TO BE OBTAINED BY CPR PROPERTIES. THE ATTORNEYS AND
PROFESSIONALS EMPLOYED BY BAKER DONELSON ARE NOT QUALIFIED AS APPRAISERS.
This Memorandum has been prepared solely for the benefit of persons interested in the proposed private
placement of the Shares offered hereby. Any reproduction or distribution of this Memorandum, in whole or in
part, or the disclosure of any of its contents, without the prior written consent of the Company, is prohibited.
Offeree, by accepting delivery of this Memorandum, agrees to return it and all enclosed documents to the
Company if the Offeree does not purchase the Shares offered hereby.
FORWARD LOOKING STATEMENTS
This Memorandum contains statements that constitute “forward-looking statements” within the meaning
of Section 27A of the Securities Act. These forward-looking statements can be identified by the use of predictive,
future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “projects,”
“may,” “will”, or similar terms. These statements appear in a number of places in this Memorandum and include
statements regarding the intent, belief, or current expectations of the Managers or their management with respect
to, among other things: (i) trends affecting the Company’s or CPR Properties’ performance; (ii) the Company’s
and CPR Properties’ investment strategies, including, but not limited to the Development Option, Charitable
Contribution and Alternative Investments Option, the Investment Option, the Rex Road Development and Carl
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Parker Conservation Option and the Carl Parker Development and Rex Road Charitable Donation Option; and
(iii) the real estate market generally.
While these forward-looking statements and the related assumptions are made in good faith and reflect
the Manager’s current judgment regarding the Company’s business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance
suggested in this Memorandum. These statements are based upon a number of assumptions and estimates which
are inherently subject to significant uncertainties and contingencies, many of which are beyond the Managers’
control and reflect future business decisions which are subject to change. Some of these assumptions inevitably
will not materialize, and unanticipated events will occur which will affect the Company’s results. Some important
factors (but not necessarily all factors) that could affect the Company’s performance, or that otherwise could
cause actual results to differ materially from those expressed in or implied by any forward-looking statements
include the following:
• the performance of the Managers;
• the performance of the Real Property and other assets in which CPR Properties invests;
• the availability of leverage to the Company;
• market risk, including negative impacts resulting from demographic or economic changes;
• any risk associated with investing in real estate and real estate development; and
• other factors set forth in Section VII of this Memorandum entitled, “Risk Factors.”
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ADDITIONAL INFORMATION
No person has been authorized to give any information or to make any representation not expressly contained in
this Memorandum. No offering literature or advertising has been authorized by the Company, other than the
information contained herein. Any information or representation not contained herein must not be relied upon as
having been authorized by the Company. Except as otherwise specifically indicated, this Memorandum speaks as
of the date on the cover page. Notwithstanding the foregoing, this Memorandum is not all-inclusive and does not
contain all the information that an Investor may desire in investigating the Company. Investors must conduct and
rely on their own evaluation of the Company and the terms of this Offering, including the merits and risks
involved in making a decision to purchase Shares. The Company may require Investors to sign a confidentiality
agreement if the Investor wishes to receive additional information that the Company deems to be proprietary.
Each Investor and their representatives, if any, will be asked to acknowledge in the Subscription Documents that
they were given the opportunity to obtain additional information and that they did so or elected to waive the
opportunity. Additional information, including copies of all documents relating to this investment, which are
discussed in this Memorandum, if available, will be made available to the prospective Investor named above, or
its representative, upon request to one of the Company’s Managers, Indian Creek Investments, LLC, Attention:
Eugene E. Pearson, Jr., Manager at (770) 844-0782, ext. 108 or by email at chip@coldriverdev.com.
Certain capitalized terms that are not defined in this Memorandum have the meaning set forth in either the
Limited Liability Company Agreement of CPR Investors, LLC, dated November 26, 2019, or the proposed
Amended and Restated Operating Agreement of CPR Properties, LLC, attached as an exhibit hereto.
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TABLE OF CONTENTS
I. EXECUTIVE SUMMARY ......................................................................................................................................................................... 1
II. SUMMARY OF THE OFFERING .......................................................................................................................................................... 4
III. SUMMARY OF THE INVESTMENT ................................................................................................................................................... 8
A. GENERAL DESCRIPTION OF THE OFFERING .......................................................................................................... 8
1. General .............................................................................................................................................................. 8
2. Structure of the Offering ................................................................................................................................... 8
3. Primary Business Purpose of the Company....................................................................................................... 8
4. The Secondary Business Purpose of the Company.......................................................................................... 11
B. SOURCES AND USES OF OFFERING PROCEEDS ................................................................................................... 12
C. CPR INVESTORS, LLC’S UTILIZATION OF CAPITAL............................................................................................ 13
D. DESCRIPTION OF THE ACQUISITION OF THE CPR PROPERTIES INTEREST AND CPR PROPERTIES’
OWNERSHIP OF THE REAL PROPERTY .................................................................................................................. 14
1. The Membership Interest Purchase and Contribution Agreement ................................................................... 14
2. About the Real Property .................................................................................................................................. 15
E. APPRAISALS OF THE REAL PROPERTY ................................................................................................................. 26
1. Initial Appraisal Reports ................................................................................................................................. 26
2. Appraisal Review ............................................................................................................................................ 28
IV. MANAGEMENT OF THE COMPANY AND CPR PROPERTIES ................................................................................................. 29
A. The Managers.................................................................................................................................................................. 29
B. The Management Team................................................................................................................................................... 29
C. Compensation of Management........................................................................................................................................ 30
D. The Operating Agreements ............................................................................................................................................. 31
1. Restrictions on Withdrawal and Transfer ........................................................................................................ 31
2. Operating Reserves and the Contingency Reserve Fund ................................................................................. 31
3. Supplemental Capital Calls ............................................................................................................................. 32
4. Distributions .................................................................................................................................................... 32
5. Allocation of Profits and Losses ...................................................................................................................... 32
6. Indemnification ............................................................................................................................................... 32
7. Binding Arbitration ......................................................................................................................................... 32
8. Reports ............................................................................................................................................................ 33
9. Mandatory Member Vote on Business Operations .......................................................................................... 33
10. Certain Conflicts of Interest ............................................................................................................................ 33
V. COMPANY OPERATIONS ................................................................................................................................................................... 35
A. Development Option ....................................................................................................................................................... 35
B. Charitable Contribution and Alternative Investments Option ......................................................................................... 39
C. Investment Option ........................................................................................................................................................... 41
D. Rex Road Development and Carl Parker Conservation Option ....................................................................................... 41
E. Carl Parker Development and Rex Road Charitable Donation Option ........................................................................... 42
VI. ELIGIBLE INVESTORS AND SUITABILITY STANDARDS ......................................................................................................... 43
A. INVESTOR QUALIFICATIONS AND SUITABILITY ................................................................................................ 43
B. SUBSCRIPTION PROCEDURES.................................................................................................................................. 45
C. ACCEPTANCE OF SUBSCRIPTION ........................................................................................................................... 46
VII. RISK FACTORS .................................................................................................................................................................................. 47
A. INVESTMENT AND OPERATING RISKS .................................................................................................................. 47
1. Lack of Operating History ............................................................................................................................... 47
2. Possible Limitations on Company’s Ability to Maximize Profits ................................................................... 47
3. Inadequate Capitalization ................................................................................................................................ 47
4. Dilution As A Result of Capital Calls ............................................................................................................. 47
5. Determination of Offering Price ...................................................................................................................... 48
6. Illiquidity of Investment .................................................................................................................................. 48
7. Absence of Securities Registration and Review .............................................................................................. 48
8. Absence of Regulatory Oversight.................................................................................................................... 48
9. Manager’s Involvement in Other Business Activities ..................................................................................... 48
10. Limitations on Manager’s Liability ................................................................................................................. 48
11. Limitation on Operating Expense Obligation .................................................................................................. 49
12. Lack of Investor Control ................................................................................................................................. 49
13. Investment in Real Estate ................................................................................................................................ 49
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14. Risks Related to Potential Development and Construction Delays With Respect to the Development
Activities ......................................................................................................................................................... 49
15. The Investors May Not Recover Their Investment Upon Dissolution or Liquidation ..................................... 50
16. Uninsured Losses ............................................................................................................................................ 50
17. Hazardous Waste and Environmental Concern ............................................................................................... 50
18. Taking of the Property by Eminent Domain .................................................................................................... 50
19. Shares May Be Purchased By the Affiliates of the Company or Other Parties With Financial Interest in the
Offering ........................................................................................................................................................... 50
20. The Sale of a Specified Minimum is not Designed as a Protection to Investors or to Indicate that Their
Investment Decision is Shared by Other Unaffiliated Investors ...................................................................... 50
21. Lack of Independent Legal Counsel ................................................................................................................ 50
B. ADDITIONAL TAX RISK FACTORS RELATED TO CHARITABLE CONTRIBUTIONS OF REAL PROPERTY 51
1. General Risks of Charitable Contributions of Real Property ........................................................................... 51
2. Conservation Easements donated indirectly by Affiliates of the Company’s Manager have been audited by
the IRS............................................................................................................................................................. 51
3. Possible Impact of Senate Finance Committee Investigation .......................................................................... 51
4. Conservation Restrictions................................................................................................................................ 52
5. Unique Risks in Valuation of the Real Property.............................................................................................. 52
6. Status of the Investors as “Bona Fide” Partners .............................................................................................. 52
7. Potential Application of the “Economic Substance Doctrine” ........................................................................ 52
8. Risk of Audit ................................................................................................................................................... 52
9. Substantial Valuation Misstatement Penalty ................................................................................................... 53
10. Potential Changes in Law ................................................................................................................................ 54
11. Potential for Evolution in Case Law................................................................................................................ 54
12. Potential Change in IRS Position .................................................................................................................... 54
13. Potential Carry-Forward on Deduction ........................................................................................................... 54
14. Qualified Appraisals ........................................................................................................................................ 54
15. Tax Court Judge as Trier of Fact ..................................................................................................................... 55
16. Subsequent Value of Charitable Donation ...................................................................................................... 55
17. The Principals of the Manager Have Been Involved in Previous Listed Transactions .................................... 55
18. Professional Advice......................................................................................................................................... 55
19. No Ruling Requests ......................................................................................................................................... 55
C. RISKS RELATED TO COMPANY MANAGEMENT .................................................................................................. 56
D. RISKS RELATED TO CONFLICTS OF INTEREST .................................................................................................... 56
VIII. FEDERAL TAX CONSIDERATIONS ............................................................................................................................................. 58
A. GENERALLY APPLICABLE PARTNERSHIP INCOME TAX CONSIDERATIONS ............................................... 59
B. CENTRALIZED PARTNERSHIP AUDIT REGIME .................................................................................................... 59
C. SOME RULES CONCERNING CHARITABLE CONTRIBUTIONS .......................................................................... 61
D. IMPACT OF IRS NOTICE 2017-10 ON SYNDICATED CHARITABLE CONTRIBUTIONS OF REAL PROPERTY61
E. FORM 8283, SUBSTANTIATION AND REPORTING................................................................................................ 64
F. CHARITABLE CONTRIBUTIONS MADE BY PARTNERSHIPS .............................................................................. 65
G. COMPARING AND CONTRASTING THE CHARITABLE DONATION TO CONSERVATION EASEMENT
DONATIONS ................................................................................................................................................................. 65
H. LIMITATION ON ASSESSMENT AND COLLECTION ............................................................................................. 67
I. RECENT DEVELOPMENTS......................................................................................................................................... 67
1. IRS Compliance “Campaign” Regarding Conservation Easements ................................................................ 67
2. Conservation Easement Proposed Legislation ................................................................................................. 67
3. Department of Justice Litigation - U.S. v. Zak, et. al ...................................................................................... 68
4. IRS Labels Conservation Easements as One of its “Dirty Dozen” Transactions to Avoid .............................. 70
5. Senate Finance Committee Investigation ........................................................................................................ 70
6. IRS News Release on November 12, 2019 – “IRS Increases Enforcement Action on Syndicated Conservation
Easements” ...................................................................................................................................................... 71
7. Recent Case Law Developments ..................................................................................................................... 72
IX. IRS POSITIONS CONCERNING THE CHARITABLE CONTRIBUTIONS ................................................................................. 77
A. VALUATION OF THE CHARITABLE DEDUCTION ................................................................................................ 77
B. PARTNERSHIP ASPECTS OF CPR PROPERTIES AND THE COMPANY .............................................................. 78
C. EARLY CONCERNS ABOUT THE POTENTIAL IMPACT OF “SYNDICATION” .................................................. 78
D. POTENTIAL APPLICATION OF THE ECONOMIC SUBSTANCE DOCTRINE ...................................................... 79
1. Economic Substance as a Judicial Doctrine .................................................................................................... 79
2. The Promulgation By The Department of Treasury of Regulation Section 1.701-2 ........................................ 79
3. The Codification of the Economic Substance Doctrine ................................................................................... 80
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4. Lack of Business Purpose................................................................................................................................ 80
E. PENALTIES RELEVANT TO THE CHARITABLE DONATION CLAIM ................................................................. 82
1. IRC § 6662 Accuracy Related Penalties .......................................................................................................... 82
2. IRC § 6707A Failure to File Form 8886 Penalty ............................................................................................. 82
3. IRC § 6663 Fraud Penalty ............................................................................................................................... 83
4. IRC § 6664 Reasonable Cause Exception ....................................................................................................... 83
5. IRC § 6694 Return Preparers .......................................................................................................................... 84
6. Appraiser Penalty ............................................................................................................................................ 84
7. Material Advisors ............................................................................................................................................ 84
8. Promoters ........................................................................................................................................................ 84
9. Aiders and Abettors ......................................................................................................................................... 84
X. IMPORTANT ADDITIONAL INFORMATION ................................................................................................................................. 86
A. LITIGATION .................................................................................................................................................................. 86
B. FINANCIAL STATEMENTS AND REPORTS............................................................................................................. 86
C. FORWARD-LOOKING STATEMENTS....................................................................................................................... 86
D. PRIVACY POLICY ........................................................................................................................................................ 86
E. ACCESS TO THE MANAGER FOR ADDITIONAL INFORMATION ....................................................................... 87
XI. INDEX OF DEFINED TERMS ............................................................................................................................................................ 88
EXHIBITS:
Exhibit A - Limited Liability Company Agreement of CPR Investors, LLC

Exhibit B - Proposed Amended and Restated Operating Agreement of CPR Properties, LLC
Exhibit C – Manual Subscription Documents
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I. EXECUTIVE SUMMARY
CPR Investors, LLC (the “Company”) is a Delaware limited liability company formed with the
Delaware Secretary of State’s Office on September 30, 2019. Prior to the date of this Memorandum, the Company
had no substantial business operations. The equity of the Company is divided into shares of membership interests
that are referred to as the “Shares”, which represent a pro-rata ownership interest in the assets, profits, losses and
distributions of the Company. Each potential Investor that subscribes for a membership interest in the Company
will be admitted as a member of the Company (each a “Member”), upon acceptance of such Investor’s
subscription by the Company’s Managers. An individual Member’s ownership interest percentage in the
Company will be depend on the amount of Shares owned by such Investor, relative to the total amount of issued
and outstanding Shares at a given time.
The Company’s primary business purpose is to acquire between a Ninety-Five Percent (95%) and
Ninety-Eight Percent (99%) membership interest (950 to 990 of CPR Properties’ units of limited liability
company interest) in CPR Properties, LLC, a Georgia limited liability company (“CPR Properties”) (the “CPR
Properties Interest”), and to participate (as a Member of CPR Properties) in the development of both the Carl
Parker Parcel and Rex Road Parcel into two (2) separately contemplated senior living facilities, further details of
which are set forth throughout this Memorandum (such activities, collectively, the “Development Activities” or
the “Development Option”). The CPR Properties Interest will be purchased from WePartner Carl Parker 101,
LLC, a Georgia limited liability company, (“WePartner CP”) and Rex Road Henry 52, LLC, a Georgia limited
liability company (“Rex Road Henry” and together with WePartner CP, the “Selling Members”), pursuant to a
Membership Interest Purchase and Contribution Agreement, dated November 26, 2019 (the “Purchase
Agreement”), by and among the Company, CPR Properties, and the Selling Members (collectively, the
“Purchase Transaction“). The proceeds from this Offering will be used in part to pay the CPR Properties
Membership Interest Purchase Price (defined herein below) required under the Purchase Agreement. See
“MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT.” The aggregate
purchase price to be paid by the Company to the Selling Members for the CPR Properties Interest is estimated to
be between $1,251,500 and $1,385,500 which amount is based on a closing of this Offering at the Minimum
Offering Amount or Maximum Offering Amount, respectively (the “CPR Properties Membership Interest
Purchase Price”). See “DESCRIPTION OF THE PURCHASE TRANSACTION”.
CPR Properties owns approximately 95.80 acres, more or less, of primarily unimproved real property
located in Henry County, Georgia, consisting of (i) two tracts containing approximately 44.57 acres, in the
aggregate, affronting Carl Parker Road (the “Carl Parker Parcel”), and (ii) two tracts containing approximately
51.23 acres, in the aggregate, affronting Rex Road (the “Rex Road Parcel” and together with the Carl Parker
Parcel, collectively, the “Real Property”),which is further identified on the survey and property description map
referred to herein in the section titled “ABOUT THE REAL PROPERTY.” CPR Properties’ intended purpose
for the Real Property is to implement the Development Activities. See “ABOUT THE REAL PROPERTY –
Development Option”.
The Company commissioned Tammy M. Duke of RE Appraisal Group, Inc., a “qualified appraiser” as
defined in Internal Revenue Service (“IRS”)Treasury Regulation Section 1.170A-13(c)(5) (the “Appraiser” or
“Duke”), to prepare a “qualified appraisal report,” as that term is defined in IRS Treasury Regulation Section
1.170A-12(c)(3), of the Real Property. On June 1, 2019, Duke performed a site visit inspection of the Carl Parker
Parcel. On September 25, 2019, Duke issued her initial draft Appraisal Report with respect to the Conservation
Area of the Carl Parker Parcel, effective June 1, 2019 (the “Carl Parker Initial Appraisal Report”). The Carl
Parker Preliminary Initial Appraisal Report applied a “Before” and “After” Method of appraisal, which valued the
Carl Parker Parcel at its highest and best use (“HBU”) of a senior living facility with a $9,000,000 “before value”,
and then determined an “after value” valuation of the Carl Parker Parcel, after encumbering the Conservation
Area of the Carl Parker Parcel with the Conservation Easement, with an $83,870 “after value” plus an additional
$3,000 for enhancement with respect to the 2.0 acres of the Carl Parker Parcel not subject to the Conservation
Easement. Therefore, in the event that the Members of the Company choose to forego the planned Carl Parker
Development on the Carl Parker Parcel and encumber the Conservation Area with the Conservation Easement,
Duke concluded that CPR Properties will be able to claim a $8,913,130 charitable contribution deduction under
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Section 170 of the Code with respect to the Qualified Conservation Contribution (the difference between the
“before value” and the “after value” plus the value attributed to enhancement) (the “Charitable Deduction”).3
On June 7, 2019, Duke performed a site visit inspection of the Rex Road Parcel. On September 10, 2019, Duke
issued initial draft Appraisal Report, effective June 7, 2019 (the “Rex Road Initial Appraisal Report” and
together with the Carl Parker Initial Appraisal Report, the “Initial Appraisals”), that valued the entire Rex Road
Parcel at $9,000,000 at its HBU using the Sales Comparison Approach method of valuation. The HBU is to
develop the Rex Road Parcel as a senior living facility, consisting of four hundred (400) senior independent living
units and two hundred (200) assisted senior living units.
Based on the Initial Appraisals and the experience of the Managers, the Managers have confirmed the
HBU for each of the Carl Parker Parcel and the Rex Road Parcel. The Appraiser is in the process of finalizing her
“qualified appraisal reports” for each of the Carl Parker Parcel and the Rex Road Parcel (collectively, the “Final
Appraisals”). The Final Appraisals will include a final valuation of the Carl Parker Parcel and the Rex Road
Parcel, and the final valuation could be higher or lower than the valuation contained in the Carl Parker Initial
Appraisal Report and the Rex Road Initial Appraisal Report, respectively.
In addition, the Company, by and through its legal counsel, commissioned Ron S. Ron Foster of Ronald
S. Foster & Company, Inc. (“Foster”), to perform an “Appraisal Review” of the Carl Parker Initial Appraisal
Report and the Rex Road Initial Appraisal Report, pursuant to the specifics of Standards 3 and 4 of the Uniform
Standards of Professional Appraisal Practices, 2018-2019 edition (“USPAP”) (the “Appraisal Review”). The
purpose of the Appraisal Review is to make statements of agreement or disagreement with the conclusions of
the Carl Parker Initial Appraisal Report and the Rex Road Initial Appraisal Report concerning (1) the highest
and best use of the Real Property; and (2) the applicability of the Sales Comparison Approach with the DCF
analysis methods of valuation of the Real Property. The Appraiser is expected to consider the Appraisal Review
before issuing its Final Appraisals.
Upon the closing of this Offering, the Members of the Company will vote to either have CPR Properties
(i) commence the Development Activities, (ii) make the Charitable Contribution and the Qualified Conservation
Contribution and use the Investment Reserve (as defined below) to make Alternative Investments (as defined
below), (iii) hold the Real Property for the Long-Term Investment, (iv) commence the Rex Road Development
and make the Qualified Conservation Contribution, or (v) commence the Carl Parker Development and make the
Charitable Donation. The option selected by a Majority of the Members shall be pursued by the Managers. See
“MANDATORY MEMBER VOTE ON BUSINESS OPERATIONS.” The Mandatory Member Vote on
Business Operations will take place by a date set by the Managers, but in any event no later than December 27,
2019.
The Company’s Managers are Indian Creek Investments, LLC, a Georgia limited liability company
(the “Indian Creek”) and Cold River Partners, LLC, a Georgia limited liability company (“Cold River”)
(collectively, the “Managers”). The Company’s governing document is that certain Limited Liability Company
Agreement of CPR Investors, LLC, dated November 26, 2019 (the “Company LLC Agreement”), a copy of
which is attached to this Memorandum. See the Section titled “THE OPERATING AGREEMENTS” for a
detailed summary of the provisions of the Company LLC Agreement. As a newly-formed company with no
substantial operations to-date, the Company is still in the pre-organizational stage. Indian Creek currently owns
50,770 Shares in the Company. Indian Creek’s affiliate Cold River is the only other current Member of the
Company and it owns 16,923 Shares in the Company. Following the closing of this Offering, Indian Creek will
assume management duties of CPR Properties. Mr. Pearson is the Manager of Indian Creek and Cold River. In
addition, Indian Creek is wholly owned by Mr. Pearson. See “MANAGEMENT OF THE COMPANY AND
CPR PROPERTIES –The Management Team”.
In connection with this Offering, the Company seeks to raise $3,317,000 (the “Maximum Offering
Amount”), but no less than $3,183,000 (the “Minimum Offering Amount”) in outside capital from potential
Investors in order to (i) pay its initial organizational costs and expenses (including, but not limited to, legal,
3The actual difference between the “before value” and the “after value” is $8,913,130, which the appraiser rounded down to come up with
her final number of $8,913,000.
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accounting and other professional service provider fees); (ii) to acquire the CPR Properties Interest from the
Selling Members; (iii) to maintain a working capital reserve of $35,000 in the Company (the “Company
Operating Reserve”); (iv) to pay a management fee to the Manager; (v) to create and maintain a “restricted
reserve” in the amount of $450,000 to be used to pay for any costs, fees and other expenses (and/or obtain
insurance to pay for any costs, fees and other expenses) in connection with any investigation, audit, administrative
action, legislative, congressional or judicial action against CPR Properties or its direct or indirect members
(including the Company) or the Managers, brought by the IRS, any taxing authority or any other governmental
authority concerning a charitable deduction taken by CPR Properties, if any, under Sections 170(a), 170(c), or
170(f)(3)(B)(ii) and (iii) or 170(h) of the Code, or corresponding state tax deduction, pursuant to CPR Properties’
Form 1065 “U.S. Return of Partnership” for 2019 or any other income tax return (the “Contingency Reserve
Fund”); and (vi) to make an aggregate capital contribution to the paid-in-capital of CPR Properties in the
approximate amount of $862,500. From such capital contribution to CPR Properties, it is estimated that: (i)
$562,500 will be used to create a working capital reserve to pay for CPR Properties’ management costs to Indian
Creek ($25,000 annually), accounting fees, real property taxes, insurance and to fund current and projected
operations and other future activities of the Company and CPR Properties over the next five (5) years (the “CPR
Properties Operating Reserve”), and (ii) $300,000 will be set aside into an investment reserve (the “Investment
Reserve”). See “SOURCES AND USES OF OFFERING PROCEEDS.”
In the event the Company’s Members elect to pursue either the Charitable Contribution and Alternative
Investments Option or the Investment Option, the Investment Reserve shall be used to make direct or indirect
equity and/or debt investments in (A) other additional income-producing real property, (B) short-term investments
in residential or commercial developments, or (C) other similar alternative investment opportunities unrelated to
the Real Property, including, but not limited to, residential or commercial properties (including multifamily or
single family housing, office buildings, shopping plazas, light industrial and/or warehousing facilities) and
undeveloped real property that has significant potential for short-term or long-term (the “Alternative
Investments”). It is expected that such Alternative Investments may include transactions with affiliates of the
Managers and/or co-investment opportunities alongside other entities managed or controlled by affiliates of the
Managers. See “ALTERNATIVE INVESTMENTS.” If the Members vote for the Development Option, the
Rex Road Development and Carl Parker Conservation Option or the Carl Parker Development and Rex Road
Charitable Donation Option pursuant to the Mandatory Member Vote on Business Operations, the Investment
Reserve shall instead be used to fund start-up costs, capital expenditures and provide additional working capital to
commence the Development Activities, the Rex Road Development, or the Carl Parker Development,
respectively.
In this Offering, the Company is issuing shares of its membership interests, which represents a pro rata
ownership interest in the assets, profits, losses and distributions of the Company (the “Shares”) to certain outside
qualified investors that are “accredited investors” and which are located within the United States. Individual
eligible Investors will be entitled to subscribe for a minimum of 50,000 Shares at an initial offering price of $1.00
per Share (subject to a discount in certain circumstances), representing a minimum initial subscription price of
$50,000 (the “Offering Price”). There is no maximum individual subscription amount any one Investor may
purchase. Notwithstanding the foregoing, the Managers reserve the right, it their sole discretion, to change or
waive the requirement as to the minimum initial subscription amounts. This Offering will be terminated on a date
specified by the Company, but in no event later than December 27, 2019 (the “Offering Termination Date”).
See “SUMMARY OF THE OFFERING.”
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II. SUMMARY OF THE OFFERING
The following information is only a summary of certain information contained in this Memorandum and
is qualified in its entirety by reference to the remainder of this Memorandum, the Limited Liability Company
Agreement of CPR Investors, LLC, dated November 26, 2019 (the “Company LLC Agreement”), and the
proposed Amended and Restated Operating Agreement of CPR Properties, LLC, to be dated as of the closing
under the Purchase Agreement (the “CPR Properties Operating Agreement”). Offerees should read this
Memorandum, the Company LLC Agreement and the CPR Properties Operating Agreement carefully before
making an investment decision regarding an investment in the Company. It is strongly recommended that any
offeree consult with his, her or its own independent legal, accounting, tax and other advisors to assure that the
offeree understands completely all consequences of an investment in the Company. A copy of the Company LLC
Agreement is attached hereto as Exhibit A and a copy of the proposed CPR Properties Operating Agreement is
attached hereto as Exhibit B.
The Company: CPR Investors, LLC is a limited liability company formed under the
laws of the State of Delaware on September 30, 2019 (the
“Company”). The Company is still in the pre-organizational stage
and, therefore, has not conducted any substantial business operations
to-date.
Managers: The current Managers of the Company are Indian Creek
Investments, LLC, a Georgia limited liability company (“Indian
Creek”) and Cold River Partners, LLC, a Georgia limited liability
company (“Cold River”) (collectively, the “Managers”). The
Managers have full power and authority to make all decisions for the
Company, except for certain actions that require the approval of the
Company’s members. Upon the closing of the Offering and the
acquisition of the CPR Properties Interest, Indian Creek will assume
management duties over CPR Properties.
Capital Structure: The equity interests in the Company are divided into membership
interests that are referred to as the Shares, which represent a pro-rata
ownership interest in the assets, profits, losses and distributions of the
Company (the “Shares”).
The Offering: The Company is offering its Shares for a maximum aggregate offering
price of $3,317,000, or 3,317,000 Shares, representing a Ninety-Eight
Percent (98%) equity interest in the Company, on the terms and
conditions described herein and in the Company LLC Agreement.
Investment in Shares; The Shares shall be offered in one (1) single class to eligible Investors
Offering Price: at an offering price of $1.00 per Share (the “Offering Price”). Upon
acceptance of their subscriptions, each of the Investors will become
members of the Company and will be subject to the Company LLC
Agreement.
Company’s Business The primary business purpose and principal objectives of the
Purpose; Investment Company and its Managers are to:
Objectives:
(i) raise sufficient capital from Investors to purchase up to a
Ninety-Nine Percent (99%) membership interest in CPR
Properties, LLC, a Georgia limited liability company (“CPR
Properties”), which is the fee owner of the Real Property;
(ii) exercising its right as a Member of CPR Properties,
including causing CPR Properties to implement its primary
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business purpose and commence the Development Activities
on the Real Property, or, alternatively, pursuing one of the
other options for the business’ operations (See “COMPANY
OPERATIONS”);
(iii) earn investment returns through the Company’s
deployment (through CPR Properties) of the Investment
Reserve, which, in turn, will allow the Company to pay cash
distributions to the Company’s Investors; and
(iv) preserve the capital of Investors in the Company and CPR
Properties.
Closed-End This is a closed-end offering which will terminate on a date specified
Offering: by the Company, but such date shall be no later than December 27,
2019. (the “Offering Termination Date”).
Rating and The Shares will not be rated by any rating agency and will not be
Listing: listed on any securities exchange.
Minimum The minimum investment by an individual Investor for the Shares is
Investment: for 50,000 shares or $50,000. However, the Managers reserve the
right to lower this foregoing minimum investment in the Managers’
sole discretion, including, but not limited to, accepting subscriptions
for fractional Shares. The Managers may accept or reject
subscriptions in their sole discretion.
Maximum Aggregate The maximum aggregate subscription amount for Shares pursuant to this
Offering Amount: Offering is $3,317,000 (the “Maximum Offering Amount”).
Minimum Aggregate The minimum aggregate subscription amount for Shares pursuant to this
Offering Amount: Offering is $3,183,000 (the “Minimum Offering Amount”). All subscription
amounts will be held in a separate escrow account maintained by SunTrust
Bank (the “Escrow Agent”) until the Minimum Offering Amount is
subscribed.
Offering Commencement December 2, 2019
Date:
Selling Commissions and In connection with the sale of Shares, brokerage or selling commissions may
Broker-Dealers: be paid by the Company to certain broker-dealers that are registered with the
U.S. Securities and Exchange Commission (the “SEC”) and who are members
of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as well as
any applicable state securities regulatory authority. To the extent that any
commissions are to be paid by the Company or its Members, only licensed
broker-dealers will be eligible for such compensation.
Use of Proceeds: The Company anticipates using the proceeds from this Offering to pay
expenses of the Offering, pay the CPR Properties Membership Interest
Purchase Price, pay management and consulting fees, establish reserves, and
make a capital contribution to CPR Properties. See “SOURCES AND USES
OF OFFERING PROCEEDS.”
Organization and Offering From the net proceeds of the Offering received from Investors, the Company
Expenses: shall pay all costs and expenses related to the organization and launching of
the Company and preparing and conducting this Offering. These expenses
include, without limitation, legal, accounting, survey, appraisal, financial
consulting and structuring fees, printing costs and all other out-of-pocket
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4815-3794-7053v5
expenses incurred by the Managers on behalf of the Company and/or CPR
Properties in connection with the Offering. See “SOURCES AND USES OF
OFFERING PROCEEDS.”
Allocation of Items of Items of income, gain, loss, credit, and deduction attributable to the Company
Income, Gain, Loss, Credit shall be allocated to the Members pro rata in accordance with their respective
and Deduction: ownership of Shares.
Investor Qualifications: The Shares will be offered only to qualified investors who are “accredited
investors” within the meaning of Rule 501(a) of Regulation D promulgated
under the Securities Act and may be required to meet other suitability
requirements as set forth in an Investor Questionnaire and Subscription
Agreement, which will be provided by the Managers to prospective Investors
upon request. The foregoing suitability standards represent the minimum
suitability requirements for prospective Investors and satisfaction of these
standards does not necessarily mean that the investment offered herein is a
suitable investment for each prospective Investor. See “ELIGIBLE
INVESTORS AND SUITABILITY STANDARDS”.
Subscription of Shares: Any prospective Investor wishing to purchase Shares must complete and
submit to the Company an Investor Questionnaire, Subscription Agreement,
and Joinder Agreement, the forms of which are included as Exhibit C to this
Memorandum (the “Subscription Documents”). The Managers may, in their
sole discretion, reject any subscription for Shares offered hereby. See
“ELIGIBLE INVESTORS AND SUITABILITY STANDARDS.”
Risk Factors: THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH AN
INVESTMENT IN THE COMPANY. EACH INVESTOR SHOULD
REVIEW THE SECTION OF THIS MEMORANDUM ENTITLED
“RISK FACTORS” THOROUGHLY AND CAREFULLY.”.
Voting Rights: Assuming the Maximum Offering Amount is raised, the Investors of the
Company (the “Members”) will hold approximately 98% of the Shares in the
Company, Indian Creek will hold approximately 1.5% of the Shares in the
Company and Cold River will hold approximately 0.5% of the Shares in the
Company. Other than certain limited decisions that require the approval of
Members holding a majority of the Shares, the Managers control management
of the Company. An affirmative vote of the Members holding a majority (over
50%) of the total outstanding Shares is generally required to, among other
things, select one of the five (5) mutually exclusive options for the Real
Property pursuant to the Mandatory Member Vote on Business Operations. See
“COMPANY OPERATIONS”.
Restrictions on Ownership The Shares will be “restricted securities” within the meaning of Rule 144 of
and Transferability: the Securities Act and are not readily transferrable because they are not
registered under the Securities Act or any state securities laws, and their
transfer is restricted by the terms of the Company LLC Agreement. Other than
through bequeathment or by operation of the laws of intestate succession, no
Member may sell, pledge, assign, exchange or dispose of (for value, by pledge
or gift or otherwise), his, her or its Shares (or any part thereof) without (A) the
prior written consent of the Managers and (B) a written opinion of counsel to
the transferring Member which opinion shall opine as to the fact that the
proposed transfer (i) does not violate any applicable provisions of the
Securities Act, and/or the rules and regulations promulgated thereunder, and
(ii) does not violate any applicable provisions of any state “blue sky” law (the
“Legal Opinion”). The form of any proposed Legal Opinion must be approved
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4815-3794-7053v5
by the Managers in advance, in their discretion, which approval shall not be
unreasonably withheld. The expense of obtaining any such Legal Opinion
shall be borne exclusively by the transferring Member.
Each Investor will be required to represent that such Investor will acquire his,
her or its Shares for investment purposes only and not with a view to resale or
distribution of all or any part thereof.
Exculpation and Neither the Managers, nor their affiliates and their respective directors,
Indemnification: officers, partners, managers, members, shareholders, employees, agents, and
representatives (collectively, the “Covered Persons”) will be liable to the
Company or any Member for any act taken or not taken by such person except
for any act or failure to act that constitutes Disabling Conduct (as defined
below). The Company will indemnify the Covered Persons against all claims,
damages, liabilities, costs, and expenses, including legal fees (“Indemnifiable
Items”) to which they may be or become subject by reason of their activities
on behalf of the Company or otherwise relating to the Company LLC
Agreement, except to the extent that such Indemnifiable Items were incurred
as a result of such Covered Person’s Disabling Conduct. For these purposes,
“Disabling Conduct” means that it is established that a Covered Person’s
action or failure to act was the result of willful misconduct or gross negligence,
constituted an act or omission undertaken with deliberate intent to cause injury
to the Company, constituted actual fraud, or was undertaken with reckless
disregard for the best interests of the Company.
Tax Considerations: No representations are made as to the federal, state, or local income tax
consequences resulting from an investment in the Company. Prospective
Investors are urged to consult their personal tax advisors before making any
investment in the Company. See “RISK FACTORS”.
Conflicts of Interest: The Managers are subject to conflicts of interest in connection with the offer
and sale of the Shares, the operations of the Company and CPR Properties, and
the deployment of capital. See the sections of this Memorandum titled “THE
OPERATING AGREEMENTS –Certain Conflicts of Interest” and “RISK
FACTORS –Risks Related to Conflicts of Interest.”
Access to Information: Prospective investors are urged to request from the Managers any information
reasonably considered to be relevant to a decision to invest in the Company.
The Managers will timely review all such inquiries and, to the extent that the
Managers are able to do so (subject to confidentiality and regulatory
considerations), it will respond to all reasonable requests for additional
information.
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III. SUMMARY OF THE INVESTMENT
This summary addresses some of the major elements of this Offering by CPR Investors, LLC (the
“Company”), as described in the more detailed information contained elsewhere in this Memorandum
related to this Offering of Shares (“Shares”) and is qualified in its entirety by such information.
A. GENERAL DESCRIPTION OF THE OFFERING.
1. General. CPR Investors, LLC (the “Company”) was formed by filing its Certificate of
Formation with the Delaware Secretary of State on September 30, 2019. The Company’s governing
document is the Company LLC Agreement, dated as of November 26, 2019. The equity of the Company
is divided into membership interests that are referred to as the Shares, which represent a pro-rata
ownership interest in the assets, profits, losses and distributions of the Company. The name of the
Company’s registered agent for service of process is The Corporation Trust Company. The office address
of the Company’s registered agent is 1209 Orange Street, Wilmington, Delaware 19801. The Company’s
principal corporate offices are located at 6435 Shiloh Road, Suite A, Alpharetta, Georgia 30005. As of the
date hereof, the only Members of the Company are Indian Creek Investments, LLC, a Georgia limited
liability company (“Indian Creek”), which owns 50,770 Shares and Cold River Partners, LLC, a Georgia
limited liability company (“Cold River”), which currently owns 16,923 Shares.
2. Structure of the Offering. The Company is offering on a confidential “best efforts” basis
up to 3,317,000 of its Shares at a purchase price of $1.00 per Share ($3,317,000) and will begin accepting
subscriptions for Shares from qualified investors (“Investors”) on December 2, 2019. This Offering is
subject to a minimum investment amount of $50,000 (or 50,000 Shares) per Investor (the “Minimum
Investment”), although the Company’s Managers, in their sole discretion, reserve the right to accept a
lesser amount.
This Offering will be terminated on a date specified by the Company, but in no event later than
December 27, 2019 (“Offering Termination Date”).
Only Investors who qualify as “accredited investors,” as defined in Section 501(a) of Regulation
D promulgated under the Securities Act may participate in this Offering. No public market currently
exists for the Shares, and no such market will develop as a result of this Offering. Not more than 100
investors may be beneficial owners of Shares at any time, including after giving effect to certain look-
through rules applicable to companies that acquire 10% or more of the Company’s outstanding Shares.
Proceeds from the Offering will be placed in an escrow account maintained by SunTrust Bank,
and will be released upon the Company’s receipt of the Minimum Offering Amount. See “SUMMARY
OF THE OFFERING.”
3. Primary Business Purpose of the Company. The Company’s primary business purpose
is to acquire between a Ninety-Five Percent (95%) and Ninety-Eight Percent (99%) membership interest
(950 to 990 of CPR Properties’ units of limited liability company interest) in CPR Properties, LLC, a
Georgia limited liability company (“CPR Properties”) (the “CPR Properties Interest”), and to
participate (as a Member of CPR Properties) in the development of both the Carl Parker Parcel and Rex
Road Parcel into two (2) separately contemplated senior living facilities, further details of which are set
forth throughout this Memorandum (such activities, collectively, the “Development Activities” or the
“Development Option”). The CPR Properties Interest will be purchased from WePartner Carl Parker
101, LLC, a Georgia limited liability company, (“WePartner CP”) and Rex Road Henry 52, LLC, a
Georgia limited liability company (“Rex Road Henry” and together with WePartner CP, the “Selling
Members”), pursuant to a Membership Interest Purchase and Contribution Agreement, dated November
26, 2019 (the “Purchase Agreement”), by and among the Company, CPR Properties, and the Selling
Members (collectively, the “Purchase Transaction“). The proceeds from this Offering will be used in
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4815-3794-7053v5
part to pay the CPR Properties Membership Interest Purchase Price (defined herein below) required under
the Purchase Agreement. See “MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION
AGREEMENT.” The aggregate purchase price to be paid by the Company to the Selling Members for
the CPR Properties Interest is estimated to be between $1,251,500 and $1,385,500 which amount is based
on a closing of this Offering at the Minimum Offering Amount or Maximum Offering Amount,
respectively (the “CPR Properties Membership Interest Purchase Price”). At the closing under the
Purchase Agreement, the Selling Members, CPR Properties and the Company will enter into an amended
and restated operating agreement of CPR Properties (the “CPR Properties Operating Agreement”) and
the Company plans to have Indian Creek become the manager of CPR Properties (the “CPR Properties
Manager The ownership of CPR Properties before the closing of the Purchase Agreement and after
the closing of both the Purchase Agreement and the Offering is set forth in the diagram below:
PRE-CLOSING OWNERSHIP OF CPR PROPERTIES, LLC
Rex Road Henry 52, WePartner Carl

LLC Parker 101, LLC
(Georgia) (Georgia)
50% 50%
Indian Creek
Investments LLC
CPR PROPERTIES, LLC (Georgia)
(Georgia) Manager
Carl Parker Road

Rex Road Property
Property
51.23 acres
44.57 acres
(Henry County, GA)
(Henry County, GA)
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4815-3794-7053v5
POST-CLOSING OWNERSHIP OF CPR INVESTORS, LLC
Cold River Indian Creek

Partners, LLC Investments, LLC
Investors (Georgia) (Georgia)
Member/ Manager Member/ Manager
98.00% 0.50% 1.50%

Manager
WePartner Carl
Rex Road Henry 52, CPR Investors, LLC Parker 101, LLC
LLC (Delaware) (Georgia)
(Georgia)
0.50% 99% 0.50%
CPR Properties,
LLC
(Georgia)
Carl Parker Road

Rex Road Property
Property
51.23 acres
44.57 acres
(Henry County, GA)
(Henry County, GA)
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4. The Secondary Business Purpose of the Company. The secondary objective of this
Offering and an additional business purpose of the Company, in the event the Company’s Members
elect to pursue either the Charitable Contribution and Alternative Investments Option or the Investment
Option, is to provide investment returns to its Members. The Company will set aside THREE HUNDRED
THOUSAND AND 00/100 DOLLARS ($300,000.00) of the gross Offering proceeds (the “Investment
Reserve”). If the Members elect to pursue the Charitable Contribution and Alternative Investments
Option or the Investment Option, the Investment Reserve shall be used to make direct or indirect equity
and/or debt investments in (A) other additional income-producing real property, (B) short-term
investments in residential or commercial developments, or (C) other similar alternative investment
opportunities unrelated to the Real Property, including, but not limited to, residential or commercial
properties (including multifamily or single family housing, office buildings, shopping plazas, light
industrial and/or warehousing facilities) and undeveloped real property that has significant potential for
short-term or long-term appreciation (the “Alternative Investments”). It is expected that such
Alternative Investments may include transactions with affiliates of the Managers and/or co-investment
opportunities alongside other entities managed or controlled by affiliates of the Manager. See
“ALTERNATIVE INVESTMENTS.” If the Members vote for the Development Option, the Rex Road
Development and Carl Parker Conservation Option or the Carl Parker Development and Rex Road
Charitable Donation Option pursuant to the Mandatory Member Vote on Business Operations, the
Investment Reserve shall instead be used to fund start-up costs, capital expenditures and provide
additional working capital to commence the Development Activities, the Rex Road Development, or the
Carl Parker Development, respectively.
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B. SOURCES AND USES OF OFFERING PROCEEDS.
The Maximum Offering Amount is $3,317,000, or 3,317,000 Shares. The Minimum Offering
Amount is $3,183,000, or 3,183,000 Shares. Assuming the Company is successful in selling all
3,317,000 Shares offered in connection with this Offering, the Company estimates that the net proceeds it
will receive from Investors will be approximately $3,317,000 (the “Offering Proceeds”), the use of
which shall be as follows:
(i) Pay the Offering, pre-Offering and operational expenses incurred by the
Company and CPR Properties (or third-parties on the Company’s behalf, including Southern
Consulting Services, LLC), including, but not limited to, legal, survey, appraisal, environmental
site assessments, due diligence reports, escrow and printing fees and expenses and other
professional service provider fees which amounts are estimated to be about $299,000.
(ii) Pay the CPR Properties Membership Interest Purchase Price to the Sellers,
estimated to be $1,385,500 to purchase a Ninety-Nine Percent (99.00%) membership interest in
CPR Properties; which shall be divided evenly between the two Seller Members ($692,750 each);
(iii) Pay a $165,000 consulting fee to Cold River (the “Cold River Consulting Fee”);
(iv) Pay a $120,000 development consulting fee to Southern Consulting Services,
LLC (the “SCT Consulting Fee”);
(v) To maintain a working capital reserve for the operations of the Company in the
amount of $35,000 until such time, if ever, the Company generates positive cash flow and to be
available for any other proper business purposes (the “Company Operating Reserve”). The
Company Operating Reserve will be held by the Company to fund its operational expenses
through at least December 31, 2024;
(vi) To create and maintain a “restricted reserve” to be held in a segregated account
for contingencies in the amount of $450,000, such contingencies to include (A), in the event that
the Members of the Company choose either the Charitable Contribution and Alternative
Investments Option, the Rex Road Development and Carl Parker Conservation Option, or the
Carl Parker Development and Rex Road Charitable Option, expenses related to legal, accounting
and other professional service provider fees associated with any investigation, audit,
administrative action, legislative, congressional or judicial action against CPR Properties or its
direct or indirect members, brought by the IRS, any taxing authority or any other governmental
authority concerning a charitable deduction taken by CPR Properties, if any, under Sections
170(a), 170(c), or 170(f)(3)(B)(ii) and (iii) or 170(h) of the Code, or corresponding state tax
deduction, pursuant to CPR Properties’ Form 1065 “U.S. Return of Partnership” for 2019 or any
other income tax return or (B) start-up working capital to fund initial operations of the
Development Activities (the “Contingency Reserve Fund”) (See “THE OPERATING
AGREEMENTS –Operating Reserves and the Contingency Reserve Fund”); and
(vii) For the Company to make a capital contribution to CPR Properties in the
estimated amount of $862,500 (the “CPR Properties Required Capital Contribution”), of
which amount it is estimated that: (A) $137,500 will be used to maintain a working capital
reserve for future operations of CPR Properties, including ongoing accounting fees, taxes and
insurance (the “CPR Properties Operating Reserve”), (B) $65,000 will be used to pay for
appraisals, baseline data reports and other third party deliverables, (C) $300,000 will be used to
fund possible future investment opportunities of the Company, including, but not limited to,
investments in other income-producing properties (the “Investment Reserve”), and (D) the
remaining amount of $360,000 will be used to pay development and management fees to the
Managers and other professional service provider fees.
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C. CPR INVESTORS, LLC’S UTILIZATION OF CAPITAL
The following table illustrates the Company’s estimated uses, fees, and expenses to be paid out of
the proceeds of the Offering, assuming the Maximum Offering Amount or, alternatively, the Minimum
Offering Amount is achieved. It is emphasized that such estimated use of proceeds is subject to change
based on actual costs and expenses incurred, changes in the plans of the Company or CPR Properties, and
other factors and is current only as of the date of this Memorandum. Because the amounts in the table are
estimates, these amounts are subject to change since actual expenditures may vary from these estimates.
USE OF OFFERING PROCEEDS

Minimum Offering Maximum Offering
Amount Amount
($3,183,000) ($3,317,000)
Sources of Funds:
Offering Proceeds: $3,183,000 $3,317,000
Uses of Funds:
Offering, Pre-Offering and Operational $299,000 $299,000
Expenses/Reimbursements:
▪ Legal Fees: $50,000
▪ Owner Reimbursements: $165,000
▪ Manager Reimbursements: $79,000
▪ Escrow Fees: $5,000
Payment of the CPR Properties Membership Interest
Purchase Price: $1,251,500 $1,385,500
Cold River Consulting Fee: $165,000 $165,000
SCT Consulting Fee: $120,000 $120,000
Company Operating Reserve: $35,000 $35,000
Contingency Reserve Fund: $450,000 $450,000
CPR Properties Required Capital Contribution: $862,500 $862,500
▪ Operating Reserve: $137,500
▪ Third-Party Reports and Analysis: $65,000
▪ Investment Reserve: $300,000
▪ Remaining Proceeds: $360,000
Total Use of Funds: $3,183,000 $3,317,000
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D. DESCRIPTION OF THE ACQUISITION OF THE CPR PROPERTIES INTEREST AND
CPR PROPERTIES’ OWNERSHIP OF THE REAL PROPERTY.
1. The Membership Interest Purchase and Contribution Agreement.
a. Basic Agreement. On November 26, 2019, the Company entered into a

Membership Interest Purchase and Contribution Agreement (the “Purchase Agreement”) with CPR
Properties, Rex Road Henry 52, LLC, a Georgia limited liability company (“Rex Road Henry”) and
WePartner Carl Parker 101, LLC, a Georgia limited liability company (“WePartner CP” together with
Rex Road Henry, collectively the “Selling Members”). Pursuant to the Purchase Agreement, the
Company has agreed to purchase between a Ninety-Five Percent (95%) and Ninety-Nine Percent (99%)
membership interest (950 to 990 units of CPR Properties’ limited liability company interests) in CPR
Properties, LLC, a Georgia limited liability company (“CPR Properties”) (the “CPR Properties
Interest”). WePartner CP and Rex Road Henry collectively own 100% of CPR Properties (a total of
1,000 Units), which represents all of the issued and outstanding membership interests in CPR Properties.
Assuming the Maximum Offering Amount is raised, the resulting ownership of CPR Properties would be:
the Company: 99% (990 Units), Rex Road Henry: 0.5% (5 Units) and WePartner CP: 0.5% (5 Units). See
Post-Closing Ownership Diagram on Page 9 of this Memorandum.
b. General Structure of the Agreement. Pursuant to the Purchase Agreement,

subject to the terms and conditions thereof, the Company is obligated to: (a) pay the CPR Properties
Membership Interest Purchase Price to Selling Members in exchange for the CPR Properties Interest, (b)
make a capital contribution to CPR Properties in the amount of $862,500 (the “CPR Properties
Required Capital Contribution”) and (c) execute and deliver a signed copy of the Amended and
Restated Operating Agreement of CPR Properties, LLC. The CPR Properties Required Capital
Contribution will be used to (a) establish a working capital reserve for CPR Properties, (b) pay certain
expenses of the Offering, such as appraisals, surveys, and legal and accounting fees, development,
management and consulting fees, and (c) fund the future management fees and expenses of CPR
Properties. See “SOURCES AND USES OF OFFERING PROCEEDS”. The Purchase Agreement
contains representations and warranties like those contained in other similar commercial agreements.
c. The CPR Properties Membership Interest Purchase Price and the CPR Properties
Interest. The total aggregate purchase price to be paid by the Company to Selling Members for the CPR
Properties Interest is estimated to be between $1,251,500 and $1,385,500 based on the achievement of
either the Minimum Offering Amount or the Maximum Offering Amount, respectively (the “CPR
Properties Membership Interest Purchase Price”).
d. The Termination Right. The Purchase Agreement may be terminated at any time
prior to the Closing:
(i) by the mutual written agreement of the Selling Members and the
Company;
(ii) by the Selling Members or the Company, if the terminating party is not
then in material Breach (as defined in the Purchase Agreement) of any
provision of the Purchase Agreement and there has been a material
Breach of any provision of the Purchase Agreement by the other party,
and such Breach (x) has been communicated to the breaching party via
Notice (as defined in the Purchase Agreement) and not been cured, or (y)
would render satisfaction of the conditions to closing set forth in the
Purchase Agreement impossible; or
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(iii) by the Selling Members or the Company, if the closing of the Purchase
Agreement has not occurred on or before the Closing Date (as defined
below).
e. The Closing. Unless the Purchase Agreement has been earlier terminated and
assuming all conditions to closing are satisfied, the Selling Members will (i) execute, acknowledge, and
deliver an Assignment of Membership Interest Agreement on the Closing Date, transferring the CPR
Properties Interest to the Company, (ii) execute, acknowledge and deliver an affidavit pursuant to Section
1446(f) of the Code, certifying under penalty of perjury the Selling Members’ taxpayer identification
number and that the Selling Members’ are not foreign persons, and (iii) such other affidavits and
instruments as the Company may reasonably request. Simultaneously, the Company will deliver the CPR
Properties Membership Interest Purchase Price to the Selling Members and the CPR Properties Required
Capital Contribution to CPR Properties via wire transfer of immediately available funds. Both parties
shall execute, deliver and acknowledge an executed Amended and Restated Operating Agreement of CPR
Properties, LLC, which, amongst other things, lists Indian Creek Investments, LLC as the manager of
CPR Properties. The Closing Date shall take place on a date specified by the Company, but such date
shall not be later than December 27, 2019 (collectively, the “Closing Date”).
2. About the Real Property.
a. General Description of the Real Property. CPR Properties owns approximately

95.80 acres, more or less, of primarily unimproved real property located in Henry County, Georgia,
consisting of (i) two tracts containing approximately 44.57 acres, in the aggregate, affronting Carl Parker
Road (the “Carl Parker Parcel”), and (ii) two tracts containing approximately 51.23 acres, in the
aggregate, affronting Rex Road (the “Rex Road Parcel” and together with the Carl Parker Parcel,
collectively, the “Real Property”). The legal description of the Real Property is as follows:
REX ROAD PARCEL
Tract 1:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 166, 12TH
DISTRICT, HENRY COUNTY, GEORGIA, CONTAINING 2,143,618 SQ. FT. OR 49.21 ACRES,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT AN IRON PIN AND CAP ON THE SOUTHERLY RIGHT-OF-

WAY LINE OF REX ROAD (80 FOOT RIGHT-OF-WAY WIDTH) AND COMMON
LINE OF LAND LOTS 165 & 166; THENCE, ALONG SAID LAND LOT LINE,
SOUTH 00 DEGREES 14 MINUTES 07 SECONDS EAST, 464.69 FEET TO A 1/2
INCH REBAR; THENCE, SOUTH 00 DEGREES 12 MINUTES 17 SECONDS EAST,
13.55 FEET TO THE POINT OF BEGINNING; THENCE, SOUTH 00 DEGREES 12
MINUTES 17 SECONDS EAST, 215.42 FEET TO A 3/8 INCH ROD; THENCE,
SOUTH 00 DEGREES 22 MINUTES 33 SECONDS EAST, 190.14 FEET TO A 1/2
INCH REBAR; THENCE, SOUTH 00 DEGREES 01 MINUTES 09 SECONDS WEST,
179.45 FEET TO A 1/2 INCH REBAR; THENCE, SOUTH 00 DEGREES 00 MINUTES
09 SECONDS WEST, 134.77 FEET TO A 1/2 INCH REBAR; THENCE, SOUTH 00
DEGREES 08 MINUTES 50 SECONDS WEST, 614.62 FEET TO A 1/2 INCH REBAR;
THENCE, SOUTH 00 DEGREES 23 MINUTES 43 SECONDS WEST, 259.91 FEET
TO A POINT; THENCE, LEAVING SAID LAND LOT LINE, SOUTH 66 DEGREES
15 MINUTES 18 SECONDS WEST, 6.91 FEET TO A 3/4 INCH PIPE WITH TEE;
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THENCE, SOUTH 66 DEGREES 15 MINUTES 18 SECONDS WEST, 229.30 FEET
TO A 5/8 INCH REBAR; THENCE, NORTH 67 DEGREES 30 MINUTES 26
SECONDS WEST, 1288.90 FEET TO A 1/2 INCH REBAR; THENCE, NORTH 52
DEGREES 32 MINUTES 23 SECONDS EAST, 373.69 FEET TO A 1 INCH OPEN
TOP PIPE; THENCE, NORTH 39 DEGREES 26 MINUTES 42 SECONDS WEST,
499.91 FEET TO A 1 INCH OPEN TOP PIPE FOUND ON THE EASTERLY RIGHT-
OF-WAY LINE OF REX ROAD (80 FOOT RIGHT-OF-WAY WIDTH); THENCE,
99.30 FEET ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS
OF 819.46 FEET, AND CHORD BEARING NORTH 45 DEGREES 41 MINUTES 37
SECONDS EAST, 99.24 FEET) TO A POINT; THENCE, 53.59 FEET ALONG A
CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS OF 643.96 FEET, AND
A CHORD BEARING NORTH 39 DEGREES 50 MINUTES 16 SECONDS EAST,
53.58 FEET) TO A 1/2 INCH REBAR; THENCE, LEAVING SAID RIGHT-OF-WAY
LINE, SOUTH 57 DEGREES 50 MINUTES 00 SECONDS EAST, 225.86 FEET TO A
1/2 INCH REBAR; THENCE, NORTH 30 DEGREES 46 MINUTES 00 SECONDS
EAST, 247.65 FEET TO A 1/2 INCH REBAR; THENCE, NORTH 57 DEGREES 50
MINUTES 30 SECONDS WEST, 216.67 FEET TO 1/2 INCH REBAR FOUND ON
SAID EASTERLY RIGHT-OF-WAY LINE OF REX ROAD; THENCE, 24.62 FEET
ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS OF 7869.48
FEET, AND A CHORD BEARING NORTH 31 DEGREES 44 MINUTES 56
SECONDS EAST, 24.62 FEET) TO A POINT; THENCE, 72.77 FEET ALONG A
CURVE TO THE RIGHT (SAID CURVE HAVING A RADIUS OF 4181.82 FEET,
AND A CHORD BEARING NORTH 32 DEGREES 09 MINUTES 28 SECONDS
EAST, 72.77 FEET) TO A POINT; THENCE, NORTH 32 DEGREES 39 MINUTES 22
SECONDS EAST, 585.12 FEET TO A POINT; THENCE, 54.90 FEET ALONG A
CURVE TO THE RIGHT (SAID CURVE HAVING A RADIUS OF 309.63 FEET, AND
A CHORD BEARING NORTH 37 DEGREES 44 MINUTES 09 SECONDS EAST,
54.83 FEET) TO A POINT; THENCE, 276.92 FEET ALONG A CURVE TO THE
RIGHT (SAID CURVE HAVING A RADIUS OF 403.40 FEET, AND A CHORD
BEARING NORTH 62 DEGREES 28 MINUTES 53 SECONDS EAST, 271.51 FEET)
TO A POINT; THENCE, 171.40 FEET ALONG A CURVE TO THE RIGHT (SAID
CURVE HAVING A RADIUS OF 1039.29 FEET, AND A CHORD BEARING NORTH
86 DEGREES 52 MINUTES 17 SECONDS EAST, 171.20 FEET) TO A POINT;
THENCE, SOUTH 88 DEGREES 24 MINUTES 16 SECONDS EAST, 199.08 FEET TO
A POINT; THENCE, LEAVING SAID RIGHT-OF-WAY LINE, SOUTH 01 DEGREES
37 MINUTES 22 SECONDS WEST, 478.00 FEET TO A POINT; THENCE, SOUTH 88
DEGREES 24 MINUTES 16 SECONDS EAST, 191.59 FEET TO THE POINT OF
BEGINNING.
Tract 2:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 166, 12TH
DISTRICT, HENRY COUNTY, GEORGIA, CONTAINING 87,877 SQ. FT. OR 2.02 ACRES, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIN AND CAP ON THE SOUTHERLY RIGHT-OF-WAY

LINE OF REX ROAD (80 FOOT RIGHT-OF-WAY WIDTH) AND COMMON LINE
OF LAND LOTS 165 & 166; THENCE, ALONG SAID LAND LOT LINE, SOUTH 00
DEGREES 14 MINUTES 07 SECONDS EAST, 464.69 FEET TO A ½ INCH REBAR
FOUND; THENCE, SOUTH 00 DEGREES 12 MINUTES 17 SECONDS EAST, 13.55
FEET TO A POINT; THENCE, LEAVING SAID LAND LOT LINE, NORTH 88
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DEGREES 24 MINUTES 16 SECONDS WEST, 191.59 FEET TO A POINT; THENCE,
NORTH 01 DEGREES 37 MINUTES 22 SECONDS EAST, 478.00 FEET TO A POINT
ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF REX ROAD; THENCE, ALONG
SAID RIGHT-OF-WAY LINE, SOUTH 88 DEGREES 24 MINUTES 16 SECONDS
EAST, 176.09 FEET TO THE POINT OF BEGINNING.
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CARL PARKER PARCEL
Tract 1:
ALL THAT PARCEL OR TRACT OF LAND LYING IN LAND LOTS 135 AND 154, 6TH DISTRICT,
HENRY COUNTY GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT NAIL FOUND AT THE COMMON CORNER OF LAND LOTS

135, 136, 153 AND 154; THENCE, LEAVING COMMON CORNER AND
FOLLOWING ALONG COMMON LINE OF LAND LOTS 153 AND 154, SOUTH 00
DEGREES 46 MINUTES 29 SECONDS WEST A DISTANCE OF 1,006.02 FEET TO
A ONE-HALF INCH REBAR FOUND; THENCE, LEAVING COMMON LAND LOT
LINE, SOUTH 88 DEGREES 39 MINUTES 44 SECONDS WEST A DISTANCE OF
200.22 FEET TO A ONE-HALF INCH REBAR FOUND; THENCE, SOUTH 00
DEGREES 45 MINUTES 06 SECONDS WEST A DISTANCE OF 435.42 FEET TO A
ONE-HALF INCH REBAR FOUND; THENCE, NORTH 37 DEGREES 04 MINUTES
38 SECONDS WEST A DISTANCE OF 1,804.10 FEET TO A POINT ON THE
SOUTHEASTERN RIGHT OF WAY LINE OF CARL PARKER ROAD (VARIABLE
R/W); THENCE, FOLLOWING ALONG SAID RIGHT OF WAY LINE, 84.41 FEET
ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS OF 227.67
FEET, AND A CHORD BEARING NORTH 31 DEGREES 56 MINUTES 14
SECONDS EAST, 83.93 FEET) TO A POINT; THENCE, NORTH 21 DEGREES 18
MINUTES 56 SECONDS EAST A DISTANCE OF 101.11 FEET TO A POINT;
THENCE, NORTH 19 DEGREES 49 MINUTES 38 SECONDS EAST A DISTANCE
OF 268.19 FEET TO A POINT; THENCE, NORTH 17 DEGREES 32 MINUTES 45
SECONDS EAST A DISTANCE OF 31.41 FEET TO A POINT; THENCE, NORTH 18
DEGREES 14 MINUTES 57 SECONDS EAST A DISTANCE OF 87.81 FEET TO A
POINT; THENCE, LEAVING SAID RIGHT OF WAY LINE, SOUTH 82 DEGREES
43 MINUTES 45 SECONDS EAST A DISTANCE OF 613.33 FEET TO A POINT;
THENCE, NORTH 08 DEGREES 06 MINUTES 05 SECONDS EAST A DISTANCE
OF 150.75 FEET TO A POINT; THENCE, NORTH 27 DEGREES 49 MINUTES 15
SECONDS WEST A DISTANCE OF 61.26 FEET TO A POINT; THENCE, NORTH 68
DEGREES 17 MINUTES 34 SECONDS EAST A DISTANCE OF 221.07 FEET TO A
POINT; THENCE, NORTH 23 DEGREES 49 MINUTES 38 SECONDS WEST A
DISTANCE OF 357.47 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY
LINE OF CARL PARKER ROAD; THENCE, 153.51 FEET ALONG RIGHT OF WAY
LINE, ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS OF
2,530.00 FEET, AND A CHORD BEARING NORTH 72 DEGREES 24 MINUTES 13
SECONDS EAST, 153.48 FEET) TO A POINT; THENCE, NORTH 70 DEGREES 45
MINUTES 21 SECONDS EAST A DISTANCE OF 315.49 FEET TO A HALF-INCH
REBAR FOUND; THENCE, LEAVING SAID RIGHT OF WAY LINE, SOUTH 00
DEGREES 23 MINUTES 09 SECONDS WEST A DISTANCE OF 666.95 FEET;
THENCE, SOUTH 00 DEGREES 23 MINUTES 09 SECONDS WEST A DISTANCE
OF 542.45 FEET TO THE POINT OF BEGINNING.
SAID TRACT OR PARCEL HAVING AN AREA OF 42.55 ACRES (1,853,430 SQUARE FEET).
Tract 2:
ALL THAT PARCEL OR TRACT OF LAND LYING IN LAND LOT 135, 6TH DISTRICT, HENRY
COUNTY GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
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COMMENCING AT THE EASTERLY RIGHT OF WAY LINE OF CARL PARKER
ROAD (VARIABLE R/W) AND THE INTERSECTION OF TWIN OAKS DRIVE (60’
R/W); THENCE, FOLLOWING ALONG CARL PARKER ROAD RIGHT OF WAY
LINE 294.85 FEET TO THE POINT OF BEGINNING; THENCE, LEAVING SAID
RIGHT OF WAY LINE, SOUTH 83 DEGREES 31 MINUTES 17 SECONDS EAST A
DISTANCE OF 587.91 FEET TO A POINT; THENCE, SOUTH 08 DEGREES 06
MINUTES 05 SECONDS WEST A DISTANCE OF 150.75 FEET TO A POINT;
THENCE, NORTH 82 DEGREES 43 MINUTES 45 SECONDS WEST A DISTANCE
OF 613.33 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF
CARL PARKER ROAD; THENCE, ALONG SAID RIGHT OF WAY LINE, NORTH
18 DEGREES 14 MINUTES 57 SECONDS EAST A DISTANCE OF 145.27 FEET TO
THE POINT OF BEGINNING.
SAID TRACT OR PARCEL HAVING AN AREA OF 2.02 ACRES (88,029 SQUARE FEET).
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SURVEY OF THE REX ROAD PARCEL
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SURVEY OF THE CARL PARKER PARCEL
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b. Rex Road Parcel.
(i) Geological and Physical Features of the Real Property. The real property
is made up of two contiguous parcels totaling 51.23 acres, more or less. Tract 1 contains 49.21 acres and Tract 2
contains 2.02, lying in Land Lot 166, 12th District, Henry County, Georgia. The property sits at 865 feet above sea
level. Rex Road runs along the western and northern borders of the property. There are two residential
subdivisions adjacent to the property to the west. The property has approximately 1,760 feet of road frontage on
Rex Road. The property is within the city limits of Stockbridge, Georgia. The property is vacant land with a sewer
system installation present and remnants of a curb and gutter from an earlier push to develop the property into a
residential community.
The Real Property is located in the piedmont physiographic province of Georgia

and is composed of hard igneous rocks such as granite and metamorphic rocks, such as schists, amphiobolites,
gneisses and migmatites. The characteristic rocks are derived from the recrystallization of ancient sediments that
were once deeply buried and subjected to high temperatures and pressures. They were re-exposed during a
collision between the African and North American Continents about 250 to 300 million years ago. Locally, low
density fluids, characterized by an abundance of silicon dioxide, collected into hot molten magmas and migrated
upward through the surrounding denser rock. These magmas cooled in the crust and formed large homogeneous
rock bodies that are highly resistant to erosion. Subsequent removal of the landmass by erosion has formed the
extensive exposed granites (for example, Stone Mountain) that characterize the Piedmont of the Southeastern
United States. Specifically, the site area is “Paleozoic”, the system “Mississippian”, the series is “migmatite” and
the category is “metamorphic rocks.”4
(ii) Access and

Directions. The property’s address is 4524 Rex Road,
Stockbridge, Georgia 30281. From the City of Stockbridge,
head west toward Burk Street and turn left, from Burke
Street turn left onto Love Street and then take another left
onto East Atlanta Road and travel north for approximately
4.5 miles and then turn left onto Clarkdell Drive and travel
west for 0.3 miles until you reach the property which has the
following coordinates: N 33°36’13.30” and W -84°14’43.50”
(iii) Zoning and

Entitlements. As stated in the Rex Road Initial Appraisal
Report and confirmed in a letter from the Henry County
Department of Planning and Zoning, dated November 1, 2019, (the “Zoning Letter”), the real property is
currently zoned RA (Residential Agricultural). Based on the Zoning Letter, there are “no special exceptions,
conditional use permits, variance or zoning relief of any kind [that] has to be granted.” According to the Henry
County zoning descriptions, RA zoning is intended to preserve the mixed agricultural and residential character of
the land while provided a transition between rural and agricultural land and suburban and urban land and locations
to carry out agricultural activities, including those related to crops, livestock and timber.
(iv) Phase I Environmental Site Assessment. The Managers commissioned a

Phase I Environmental Site Assessment (the “Phase I ESA”) of the real property, dated October 11, 2019, which
was conducted by Riverbend Environmental Inc. (“Riverbend Environmental”). The purpose of the Phase I
ESA was to determine whether the real property had experienced specific environmental conditions that may have
adversely impacted it. Riverbend Environmental’ s scientists followed the methodology defined in the American
4
Information from this paragraph comes from the Phase I Environmental Site Assessment (ESA) of the Real Property, dated October 11, 2019, which was
conducted by Riverbend Environmental Inc.
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Society for Testing and Materials (ASTM) Practice E 1527-13. Neither the real property, nor any areas within the
search parameters were noted in any of the examined databases. The real property displayed no partially buried
drums or other questionable materials, no stained soil, no unusual odors, and all vegetation at the real property
was in a healthy state. Riverbend Environmental also noted no evidence of dumping of hazardous materials and
the onsite surface water offered no odor or sheen. Finally, no issues were noted in the historical record research.
As a result, the final conclusion of Riverbend Environmental from the review, research, site reconnaissance and
investigation is that “there are no recognized environmental conditions (RECs), historical recognized
environmental conditions (HRECs) or controlled recognized environmental conditions (CRECs) and no evidence
of contamination is evident at the site.” The Phase I
ESA is available to potential Investors upon request
to the Manager.
(v) Flood Plain

Data. Flood zones are determined by the Federal
Emergency Management Agency (“FEMA”), which
prepares detailed maps indicating the likelihood of
flooding during the period of a 30-year mortgage.
There are three general categories that cover the state:
High-risk zones, also known as Special Flood Hazard
Areas (SFHAs). These begin with the letters “A” or
“V”. In high-risk areas, there is at least a 25% chance
of flooding during the life of a 30-year mortgage.
Moderate- to low-risk zones, known as Non-Special
Flood Hazard Areas (NSFHAs), begin with the letters
“X”, “B” or “C”. According to FEMA Map 13151C00805D, the real property is located in Zone A (Special
Flood Hazard Area) and Zone X (minimal flood hazard). Cane Creek runs north and south through the middle of
the property. There are also documented wetlands within the creek area, which require a 25 foot buffer for the
construction of any structures.
(vi) Recent History of Ownership. CPR Properties, LLC (“CPR

Properties”) obtained title to the 51.23-acre parcel on November 22, 2019 by virtue of a tax-free contribution
pursuant to Section 721(a) of the Code from Rex Road Henry 52, LLC (“Rex Road Henry”), in exchange for a
Fifty Percent (50%) membership interest (500 Units) therein. Such contribution is evidenced by a Limited
Warranty Deed of Contribution from Rex Road Henry to the CPR Properties, dated November 22, 2019 and
recorded on November 27, 2019 in Deed Book 16843, at Page 1 in the official land records of the Superior Court
Clerk’s Office of Henry County, Georgia.
Prior to contributing the Real Property to CPR Properties, Rex Road Henry acquired a +/-52.459-
acre tract of real property (inclusive of the 51.23 acres) from RES-GA RRL, LLC on May 8, 2017, which
purchase is evidenced by that certain Limited Warranty Deed from RES-GA RRL, LLC to Red Road Henry 52,
LLC, dated May 8, 2017 and recorded on May 11, 2017 in Deed Book 15234, at Page 192 in the official land
records of the Superior Court Clerk’s Office of Henry County, Georgia.
c. The Carl Parker Parcel.
(i) Geological and Physical Features of the Real Property. The real property
is made up of two contiguous parcels totaling 44.57 acres, more or less. Tract 1 contains 42.55 acres and Tract 2
contains 2.02, lying in Land Lots 135 and 136 (as applicable), 6th District, Henry County, Georgia. The property
sits at 922 feet above sea level. Carl Parker Road runs along the western and northern borders of the Tract 1 and
Tract 2’s western border contains approximately 145.27 feet of road frontage along Carl Parker Road. The
property’s 44.57 acres are completely forested, consisting of pine and hardwood trees with differing age classes.
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There are differing amounts of understory vegetation in these stands as well. There is a large drainage ditch that
runs through the middle of the property. There is also a network of roads. A powerline right-of-way runs through
the northeast portion of the property. That property is in its natural state and has remained forested over time.
Historic aerial imagery of the property shows no significant changes in the last 25 years. The property was likely
used for hunting.
The Real Property is located in the piedmont physiographic province of Georgia

and is composed of hard igneous rocks such as granite and metamorphic rocks, such as schists, amphiobolites,
gneisses and migmatites. The characteristic rocks are derived from the recrystallization of ancient sediments that
were once deeply buried and subjected to high temperatures and pressures. They were re-exposed during a
collision between the African and North American Continents about 250 to 300 million years ago. Locally, low
density fluids, characterized by an abundance of silicon dioxide, collected into hot molten magmas and migrated
upward through the surrounding denser rock. These magmas cooled in the crust and formed large homogeneous
rock bodies that are highly resistant to erosion. Subsequent removal of the landmass by erosion has formed the
extensive exposed granites (for example, Stone Mountain) that characterize the Piedmont of the Southeastern
United States. Specifically, the site area is “Paleozoic”, the system “Mississippian”, the series is “migmatite” and
the category is “metamorphic rocks.”5
According to the Baseline Documentation Report, dated October 10, 2019,

prepared by Southern Conservation Trust, Inc., the northeast-southwest trending Piedmont ecoregion comprises a
transitional area between the mostly mountainous ecoregions of the Appalachians to the northwest and the
relatively flat coastal plain to the southeast. It is a complex mosaic of Precambrian and Paleozoic metamorphic
and igneous rocks with moderately dissected irregular plains and some hills. The soils tend to be finer-textured
than in coastal plain regions. Once largely cultivated, much of this region has reverted to pine and hardwood
woodlands, and, more recently, spreading urban- and suburbanization. The property is also located within the
EPA Level IV Ecoregion known as the Southern Outer Piedmont. This ecoregion has lower elevations, less relief,
and less precipitation than the Southern Inner Piedmont (SIP). Loblolly-shortleaf pine is the major forest type,
with less oak-hickory and oak-pine than the SIP. Gneiss, schist and granite are the dominant rock types, covered
with deep saprolite and mostly red, clayey subsoils. The majority of soils are Kanhapludults. The southern
boundary of the ecoregion occurs at the Fall Line, where unconsolidated coastal plain sediments are deposited
over the Piedmont metamorphic and igneous rocks.
(ii) Access and Directions.

From Peachtree City, Georgia, take GA-54 N/ Floy Farr Pkwy
through Fayetteville. Take a slight right onto McDonough Road.
Continue straight onto Hastings Bridge Road. Turn left onto Carl
Parker Road. The property entrance will be on the right side of
the road. The Property entrance from Carl Parker Road is located
at the following coordinates: 33°26'37.0"N 84°17'19.1"W
(iii) Zoning and

Entitlements. As stated in the Carl Parker Initial Appraisal
Report and confirmed in a letter from the Henry County
Department of Planning and Zoning, dated June 21, 2019, (the
“Zoning Letter”), the real property is currently zoned RA
(Residential Agricultural). The property would require a
Conditional Use permit for the development of an assisted living Photo of front entrance of Carl Parker Parcel.
facility. However, per the Zoning Letter, “based on the current
5
Information from this paragraph comes from the Phase I Environmental Site Assessment (ESA) of the real property, dated October 30, 2019, which was
conducted by Riverbend Environmental Inc.
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Unified Land Development Code (ULDC) and Future Land Use Map (FLUM), and finding no objection to the
applicants’ request, [the] staff’s recommendation would be that of approval for the requested number of approvals
. . . and the Planning and Zoning Staff would have no objections to the request meeting our ULDC minimum
standards for an Assisted Living Facility.”
According to the Henry County zoning descriptions, RA zoning is intended to

preserve the mixed agricultural and residential character of the land while provided a transition between rural and
agricultural land and suburban and urban land and locations to carry out agricultural activities, including those
related to crops, livestock and timber.
(iv) Phase I Environmental Site Assessment. The Managers also

commissioned a Phase I ESA of the real property, dated October 30, 2019, which was conducted by Riverbend
Environmental. The purpose of the Phase I ESA was to determine whether the real property had experienced
specific environmental conditions that may have adversely impacted it. Riverbend Environmental’ s scientists
followed the methodology defined in the American Society for Testing and Materials (ASTM) Practice E 1527-
13. Neither the real property, nor any areas within the search parameters were noted in any of the examined
databases. The real property displayed no partially buried drums or other questionable materials, no stained soil,
no unusual odors, and all vegetation at the real property was in a healthy state. Riverbend Environmental also
noted no evidence of dumping of hazardous materials and the onsite surface water offered no odor or sheen.
Finally, no issues were noted in the historical record research. As a result, the final conclusion of Riverbend
Environmental from the review, research, site reconnaissance and investigation is that “there are no recognized
environmental conditions (RECs), historical recognized environmental conditions (HRECs) or controlled
recognized environmental conditions (CRECs) and no evidence of contamination is evident at the site.” The
Phase I ESA is available to potential Investors upon request to the Manager.
(i) Flood Plain Data. Flood zones are determined by the Federal Emergency
Management Agency (“FEMA”), which prepares detailed maps indicating the likelihood of flooding during the
period of a 30-year mortgage. There are three general categories that cover the state: High-risk zones, also
known as Special Flood Hazard Areas (SFHAs). These begin with the letters “A” or “V”. In high-risk areas,
there is at least a 25% chance of flooding during the life of a 30-year mortgage. Moderate- to low-risk zones,
known as Non-Special Flood Hazard Areas (NSFHAs), begin with the letters “X”, “B” or “C”. According to
FEMA Map 13151C0135D, the real property is located in Zone X (minimal flood hazard).
(ii) Recent History of Ownership. CPR Properties obtained title to the

44.57-acre parcel on November 22, 2019 by virtue of a tax-free contribution pursuant to Section 721(a) of the
Code from WePartner Carl Parker 101, LLC (“WePartner CP”), in exchange for a Fifty Percent (50%)
membership interest (500 Units) therein. Such contribution is evidenced by a Limited Warranty Deed of
Contribution from WePartner CP to the CPR Properties, dated November 22, 2019 and recorded on November 27,
2019 in Deed Book 16844, at Page 205 in the official land records of the Superior Court Clerk’s Office of Henry
County, Georgia.
Prior to contributing the Real Property to CPR Properties, WePartner CP

acquired a +/-99.36-acre tract of real property (inclusive of the 44.57 acres) from HP Henry, LLC on December
29, 2015, which purchase is evidenced by that certain Limited Warranty Deed from HP Henry, LLC to WePartner
Carl Parker 101, LLC, dated December 29, 2015 and recorded on December 30, 2015 in Deed Book 14391, at
Page 101 in the official land records of the Superior Court Clerk’s Office of Henry County, Georgia. HP Henry,
LLC acquired 93.07 acres of the larger tract on March 6, 2009 and the remaining 6.29 acres on April 14, 2014.
(iii) General Description of the Surrounding Area. The real property is

located in Henry County. It is bound by Carl Parker Road and residences to the west and north, and undeveloped
land to the east and south. The areas immediately adjacent to the property are undeveloped.
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E. APPRAISALS OF THE REAL PROPERTY.
1. Initial Appraisal Reports. The Company, by and through its legal counsel, commissioned Tammy
M. Duke of RE Appraisal Group, Inc., a “qualified appraiser” as defined in Internal Revenue Service (“IRS”)
Treasury Regulation Section 1.170A-13(c)(5) (the “Appraiser” or “Duke”), to prepare a “qualified appraisal
report,” as that term is defined in IRS Treasury Regulation Section 1.170A-12(c)(3), of the Real Property. On
September 10, 2019, the Appraiser issued her initial draft Appraisal Report that valued the Rex Road Parcel at
$9,000,000 at its highest and best use (“HBU”) as a “senior living facility” using the Sales Comparison Approach
as the sole method of valuation (the “Rex Road Initial Appraisal Report”). Similarly, on September 25, 2019,
the Appraiser issued her initial draft Appraisal Report that valued the Carl Parker Parcel at $9,000,000 at its HBU
as a “senior living facility” using the Sales Comparison Approach as the sole method of valuation (the “Carl
Parker Initial Appraisal Report” and, together with the Rex Road Initial Appraisal Report, are collectively
referred to herein as the “Initial Appraisals”). In reaching her conclusions on the HBU in the Initial Appraisals,
the Appraiser opined that the development of a senior living facility on both the Rex Road Parcel and the Carl
Parker Parcel were legally permissible, physically possible, financially feasible and the “maximally productive
use of the subject property.” The Appraiser is in the process of finalizing her “qualified appraisal reports” for both
properties (the “Final Appraisals”). The Final Appraisals will include a final valuation of the Real Property, and
the final valuation could be higher or lower than the valuation contained in Rex Road Initial Appraisal Report and
the Carl Parker Initial Appraisal Report.
Tammy M. Duke is a certified real property general appraiser in the States of Alabama, Florida, Georgia,
North Carolina, South Carolina, Maryland and Tennessee. Ms. Duke has earned an appraisal designation (ASA)
from a recognized professional appraisal organization (American Society of Appraisers) and has met minimum
education and experience requirements as set forth in the Treasury Regulations. Ms. Duke earned the designation
Professional Chartered Surveyor (MRICS) from the Royal Institution of Chartered Surveyors (RICS). He is a
member of the National Association of Realtors (NAR) and has been a licensed real estate broker since 1978.
a. Sales Comparison Approach. As discussed above, the Appraiser used the Sales
Comparison Approach to determine the fair market value for both the Rex Road Parcel and the Carl Parker Parcel.
She chose price per unit as her “most appropriate unit of comparison because market participants typically
compare sale prices and land value on the price per unit for senior living facilities.” For both properties, the
Appraiser researched and compared sales of similar properties in the last 4.5 years intended to be developed as
senior living facilities. In doing so, the Appraiser examined five (5) comparable land sales and one (1) pending
sale of a 16.4-acre parcel, which had the potential to develop 300 units, that was shown as “under contract”.
(i) The Five Comparable Land Sales. The first comparable land sale was a 32.651-
acre parcel, with a potential of 400 units, located at 1754 E. Highway 34, Newnan, Coweta
County, Georgia 30265 (“Wisteria Place”), which sold on May 7, 2015 for $4,575,000 or $11,439
per unit. The second comparable land sales was a 3.94-acre property, with a potential for 124
units, located at 2677 Lawrenceville Hwy, Decatur, Dekalb County, Georgia (“The Mansions at
Decatur”), which sold on February 23, 2016 for $2,550,000 or $20,565 per unit. The third
comparable land sale was a 19.163-acre parcel that had the ability to house 241 units and was
located at 2400 Buford Drive, Lawrenceville, Gwinnett County, Georgia 30043 (“The Mansions
at Gwinnett Park”), which sold for $4,350,000 or $18,050 per unit on October 16, 2017. The
fourth sale was a 15.370-acre/ 225-unit property located at 1900 Tree Lane, Snellville, Gwinnett
County, Georgia (“The Sheridan at Eastside”), which sold for $4,235,667 or $18,825 per unit on
October 31, 2017. The fifth and final comparable land sale was the property known as “The Oaks
at Ashton Hills”, which is located at 10050 Eagle Drive, Covington, Newton County, Georgia
30014 and is a 7.310-acre property with the ability to hold 86 units. This property sold for
$1,750,000 or $20,340 per unit on February 24, 2017.
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(ii) Pending Sale Comparison. At the time of issuance of the Initial Appraisals, the
Appraiser was able to research and obtain information on a then-current land sale, which was
currently under contract, with a potential buyer. This property was located at 2153 Jodeco Road,
Stockbridge, Henry County, Georgia 30281 and contained 16.400 acres. The property was selling
for $5,400,000 or $329,268 per acre and it was estimated that it would be able to hold
approximately 300 units, which equated to a price of $18,999 per unit.
(iii) Adjustments to Value. The Appraiser considered and applied (when applicable)
thirteen (13) separate adjustments to value for each of the six comparable land sales, which
included adjustments for the following: market conditions, conditions of sale, land area, location,
exposure, zoning, frontage/ access, corner location, topography, shape of the parcel, available
utilities, functional utility/ easements and overall site conditions. Before adjustments, the per unit
sales price of the comparable land sales was $11,438 to $20,565 per unit; and, after applying the
appropriate adjustments, the per unit sales price was $13,500 to $16,600.
(iv) Conclusions of Value. Based on the foregoing comparables and after taking the
appropriate adjustments to value, the Appraiser concluded in the Initial Appraisals that both the
Rex Road Parcel and the Carl Parker Parcel had a value of $15,000 per unit for a total valuation
of $9,000,000 for each property (based on the planned development of 600 units on each). Below
is a chart summarizing the Real Property compared to the comparable land sales:
Rex Road Parcel Comparison
Carl Parker Parcel Comparison
Both Initial Appraisals are based on the planned development of the two (2) separate senior living
facilities at $15,000 per unit or $9,000,000 each. The Carl Parker Initial Appraisal Report also applied a “Before”
and “After” Method of appraisal, which took the $9,000,000 “before value” of the Carl Parker Parcel (as
unencumbered), and then came up with an “after value” valuation, assuming the Conservation Area (42.58-acre
portion of the Carl Parker Parcel) was encumbered by a conservation easement to establish a total after value of
the Real Property of $83,870.
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In the event that the Members of the Company choose to forego the planned Development Activities on
the Real Property and make the Charitable Donation of the Rex Road Parcel and the Qualified Conservation
Contribution of the Carl Parker Property, the Appraiser concluded that CPR Properties will be able to claim a
$17,913,000 charitable contribution deduction (the difference between the “before value” of the Real Property
based on the proposed Development Activities and the remaining value of both properties, as encumbered b a
conservation easement or donated outright to the Charitable Organization, as applicable) (the “Charitable
Deduction”).6 In turn, assuming the Maximum Offering Amount is achieved, all of the Members of the Company
(in the aggregate) would be allocated a Ninety-Eight Percent (99%) portion of the Charitable Deduction or
approximately $17,733,870.
2. Appraisal Review. In addition, the Company, by and through its legal counsel, commissioned
Ronald S. Foster & Company, Inc. (“Foster”) to perform a “desk review appraisal” of Duke’s Preliminary
Report, pursuant to the specifics of Standards 3 and 4 of the Uniform Standards of Professional Appraisal
Practices, 2018-2019 edition (“USPAP”) (the “Review Appraisal”). The purpose of the Review Appraisal is to
make statements of agreement or disagreement with the conclusions of Duke’s Preliminary Report concerning (i)
the highest and best use of the Real Property; and (2) the applicability of the Sales Comparison Approach and
“Before” and “After” Method of valuation of the Real Property. Duke is expected to take into account the Review
Appraisal and the findings of Foster before issuing her final qualified appraisal.
Ron Foster is the President of Ronald S. Foster & Company, Inc., located in Lilburn, Georgia. He has 39
years of appraisal experience. Mr. Foster is a certified real property appraiser in Alabama, Georgia, Tennessee and
Virginia and a member of the Appraisal Institute. He received his BA in Economic and Business Administration
from Furman University in 1973. Mr. Foster is a “qualified appraiser” under Section 170(f)(11)(E)(ii) of the Code
and related Treasury Regulations
6 The Appraiser also took into account a $3,000 enhancement to the remaining 2 acres of the Carl Parker Parcel that would be excluded
from the conservation easement and held for future development and appreciation.
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IV. MANAGEMENT OF THE COMPANY AND CPR PROPERTIES
A. The Managers.
Indian Creek Investments, LLC (“Indian Creek”) is a manager-managed Georgia limited liability
company, with its principal place of business located at 6435 Shiloh Road, Suite A, Alpharetta, Georgia 30005.
Cold River Partners, LLC (“Cold River”) is a manager-managed Georgia limited liability company, with its
principal place of business located at 6435 Shiloh Road, Suite A, Alpharetta, Georgia 30005. Eugene E. Pearson,
Jr. (“Pearson”) is the sole Manager of Indian Creek and Cold River.
As set forth elsewhere is this Memorandum, Indian Creek and Cold River are the current Managers of the
Company. Following the Company’s acquisition of the CPR Properties Interest, Indian Creek will become the
sole Manager of CPR Properties (in such capacity, the “CPR Properties Manager”), as set forth in the Purchase
Agreement and the CPR Properties Operating Agreement. As such, Indian Creek will have complete authority,
power, and responsibility for management of the business affairs of CPR Properties, except as described below in
the section titled “THE OPERATING AGREEMENTS”.
B. The Management Team.
Eugene “Chip” Pearson, Jr., Manager. Chip Pearson is a Co-Founder and Managing Partner of Cold
River, which is a real estate development and management company. Cold River is a member of EvrSource
Capital, LLC and Mr. Pearson, the Manager of EvrSource Capital, leads the asset management and development
group. He is also a Partner in Cold River Land LLC (“Cold River Land”), a property tax management company,
and Pendleton Consulting Group (“Pendleton”), an economic development, business, and governmental
consulting group.
Prior to Cold River Land and Pendleton, Chip and his brother John ran a family real estate development,
site work and utility company with offices in Atlanta and Charlotte for nearly 25 years. In that time they built
and/or developed over 60,000 residential lots in subdivision projects in Georgia, North Carolina, and South
Carolina for the nation’s biggest builders including Ashton Woods, Centex Homes, MDC, Pulte Homes, Ryland
Homes, Toll Brothers, and other large national and regional builders. Chip is still a partner with his brother in
Cold River Land Management, a specialist in management, property taxes and workouts of residential and
distressed properties in the southeast.
In his nearly 33 years as a developer/contractor, Chip managed up to 400 employees in multiple states and
work sites. Overall business strategy, along with planning of growth and markets, was his primary role. He also
oversaw fleet management and acquisition and disposal of equipment. During this time, the company also
acquired two quarry services companies, and grew that division to 8 crews servicing large national construction
aggregate producers in the southeast including Hanson, Martin Marietta, and Vulcan Materials. The company also
started an in-house residential engineering and site design company.
Chip has a long history of political involvement. He was the Chairman of the Georgia GOP Foundation
from 2011 - 2013. Prior to that Chip served in the Georgia State Senate for three terms (2005 – 2010),
representing the 51st Senate District of Georgia , which consists of all of Dawson, Pickens, Gilmer, Fannin,
Union and Lumpkin Counties, plus most of White and a portion of Forsyth Counties. He served as Chairman of
the Senate Economic Development Committee, Vice-Chairman of Transportation Committees, as well as
Subcommittee Chairman of the Senate Appropriations Committee. Chip also served on the Administrative
Affairs, Banking, Labor and Insurance, Special Judiciary and Rule’s Committees. Prior to being a State Senator,
Chip was a Vice-Chairman of the Georgia Republican Party and was a two-term Chairman of the Dawson County
Republican Party. Chip also was Chairman of the Georgia GOP Foundation and Board of Governors and
Chairman of Congressman Tom Graves’ 9th District Economic Advisory Council.
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A former member of the Board of Industry Trade and Tourism (now Georgia Department of Economic
Development), Chip is a founding board member of the First Citizens Bank (Now Foothills Community Bank) of
Georgia, in Dawsonville, Georgia. As an Eagle Scout, he serves on the board of the Northeast Council of the Boy
Scouts of America. He is currently or formerly a member of the Associated General Contractors, Georgia Utility
Contractors Association, National Federation of Independent Business, Georgia Cattleman’s Association, Rotary
International and Gideon’s International.
A licensed commercial multi-engine rated pilot, Chip graduated from Shorter College with a Bachelor of
Science in Business Management.
Kevin Burns, Senior Asset Manager / Project Manager. Kevin Burns is a native of Rome, Georgia and
put himself through school while working a full-time construction job to earn his undergraduate degree in
Business Administration from Shorter University, where he was listed in Who’s Who Among Students in
American Universities & Colleges. Subsequently, he received his Master of Business Administration from the
Berry College Campbell School of Business. He is an active Georgia Real Estate Licensee, specializing in
recreational lands and conservation properties.
Kevin spent ten years in the banking industry, starting his career as a Commercial Credit Analyst for
Synovus Financial and then working as a Commercial Relationship Manager and Loan Officer. He was later
promoted to Credit Manager/VP at the local bank affiliate level. As a banker, he completed numerous advanced
courses in financial analysis and credit risk management and developed a particularly strong skill set in cash flow
management.
Carmen Barnes, Director of Due Diligence & Project Manager. Carmen Barnes serves as the Director
of Due Diligence and Project Manager for EvrSource Capital and oversees the Due Diligence Department for
Cold River Partners. Prior to Cold River, Carmen served as the Chief Operating Officer at Executive Asset
Management, managing the daily operational activities of the company, ensuring that sales, margin, and profit
goals were achieved in the most cost-effective manner, while maintaining the highest level of customer service
and customer retention rates. She also served as Vice President of Client Relations and Property Management.
Ms. Barnes has over 18 years of real estate, management and project management experience. Prior to the
real estate industry, she maintained responsibility for coordinating the building of 25 Special Points of
Distribution sites across the Southeast, for the McDonald’s Corporation.
Currently, Carmen is pursuing her MBA from Reinhardt University. She holds an associate degree and
bachelor’s degree in Real Estate from Georgia State University. She is also a licensed broker in the State of
Georgia. She also maintains several Real Estate designations and is actively involved in Girl Scouts of Greater
Atlanta and serves as Service Unit Director for Forsyth County.
C. Compensation of Management.
For its services performed as a Manager of CPR Properties after the Company’s acquisition of the CPR
Properties Interest, Indian Creek Investments, LLC (“Indian Creek”) will be entitled to an annual management
fee of $25,000 ($55,000 annually, in the event of an IRS audit) for a period of four (4) years for ongoing
management of CPR Properties, pursuant to a Management and Consulting Services Agreement, dated November
26, 2019, by and among the Company, CPR Properties, Indian Creek and Cold River Partners (the “Management
and Consulting Services Agreement”). For its services performed as a Manager of the Company and for certain
consulting, advisory, valuation and structuring services related to the Purchase Agreement, the Company has
agreed to pay Cold River Partners, LLC (“Cold River”) a consulting fee equal to $165,000 (the “Cold River
Consulting Fee”).
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Additionally, as part of its overall management, structuring, project oversight and consulting services to
be performed on behalf of the Company and CPR Properties in connection with the Development Activities,
pursuant to a Development Management Agreement, dated November 22, 2019, by and between CPR Properties
and Cold River, Cold River is to be paid a development fee of approximately five percent (5%) of the overall
construction and development cost associated with the Carl Parker Parcel and the Rex Road Parcel ($420,000 and
$475,000, respectively) (collectively, the “Development Fee”), which includes an up-front payment in the
amount of $235,000 due and payable prior to the commencement of the work. However, in the event that the
Members choose to forego the Development Activities on both the Carl Parker Parcel and the Rex Road Parcel
and terminate the Development Management Agreement, Cold River is entitled to receive the $235,000 up-front
payment as a “termination fee” (in such instance, such amount is referred to herein as the “Developer
Termination Fee”).
In addition to the foregoing management and consulting fees, each of Indian Creek and Cold River are
entitled to be reimbursed for all reasonable expenses incurred in connection with the structuring of this Offering
and the Purchase Agreement and the organization of the Company and CPR Properties, including any fees and
expenses incurred in connection with this Offering, and carrying out their respective management duties and
responsibilities on behalf of the Company and CPR Properties.
D. The Operating Agreements.
The management of the Company and CPR Properties are respectively governed by (i) the Company LLC
Agreement and (ii) the CPR Properties Operating Agreement (the Company LLC Agreement and the CPR
Properties Operating Agreement are sometimes collectively referred to as the “Operating Agreements”). Each
Investor should read the Operating Agreements in their entirety, as they and the Company will be subject to their
terms.
Certain terms of the Operating Agreements are summarized below. Any capitalized term referenced
below that is not otherwise specifically defined elsewhere in this Memorandum shall have the respective meaning
set forth in the Operating Agreements.
1. Restrictions on Withdrawal and Transfer. Members may not withdraw or require the Company to
repurchase their Shares. Unless otherwise specifically set forth in the Company LLC Agreement, a Member may
not transfer such Member’s Shares in the Company without the prior written consent of the Manager.
2. Operating Reserves and the Contingency Reserve Fund. The Company LLC Agreement provides
that the Manager shall set aside and establish certain cash reserves. Such cash reserves may be held by the
Company and/or CPR Properties and shall include, but shall not be limited to, amounts equal to (a) $35,000 to be
held by the Company to initially fund and maintain working capital for future business operations and ongoing
professional services fees (the “Company Operating Reserve”) and (b) $137,500 will be used to create a
working capital reserve to pay for CPR Properties’ management costs to Indian Creek ($25,000 annually),
accounting fees, taxes and insurance over the next five (5) years (the “CPR Properties Operating Reserve”). A
portion of the proceeds from this Offering will be used to fund the Company Operating Reserve and the CPR
Properties Operating Reserve. In addition, under the Company LLC Agreement, the Company is required to hold
in a separate bank account the sum of $450,000 from the Initial Capital Contributions of all the Members as an
additional cash reserve (the “Contingency Reserve Fund”). In the event the Member’s choose the Charitable
Contribution and Alternative Investments Option, the Rex Road Development and Carl Parker Conservation
Option, or the Carl Parker Development and Rex Road Charitable Donation Option, the Contingency Reserve
Fund shall continue to be held in a segregated bank account and such funds shall be utilized to pay for any costs,
fees and other expenses (and/or obtain insurance to pay for any costs, fees and other expenses) in connection with
any investigation, audit, administrative action, legislative, congressional or judicial action against CPR Properties
or its direct or indirect members (including the Company) or the Managers, brought by the IRS, any taxing
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authority or any other governmental authority concerning a charitable deduction taken by CPR Properties, if any,
under Sections 170(a), 170(c), or 170(f)(3)(B)(ii) and (iii) or 170(h) of the Code, or corresponding state tax
deduction, pursuant to CPR Properties’ Form 1065 “U.S. Return of Partnership” for 2019 or any other income tax
return. After December 31, 2023, to the extent that the Company is legally able to do so and the Managers
determine the Contingency Reserve Fund is no longer needed, the Company will distribute the unused balance of
the Contingency Reserve Fund to the Members in accordance with their percentage interests in the Company. In
such case, the Manager also has the discretion to utilize a portion of such $450,000 to fund future investment
opportunities of the Company. Alternatively, in the event the Members elect the Development Option or the
Investment Option pursuant to the Mandatory Member Vote on Business Operations, the Contingency Reserve
Fund will be combined with the Investment Reserve and used to provide additional working capital for the
Company’s and CPR Properties’ associated development plans and operating budgets therefor.
3. Supplemental Capital Calls. Depending on which business option is chosen by the Members for
the Real Property, the Operating Agreements allow for the Manager (with respect to the Company) and the CPR
Properties Manager (with respect to CPR Properties), from time to time after the closing of the Offering, to issue
one or more Capital Calls for Supplemental Capital Contributions to their respective members in order to fund
additional capital needs required to operate both the Company or CPR Properties. Any such Capital Calls for
Supplemental Capital Contributions are mandatory, such that to the extent a member fails to make his, her or its
Supplemental Capital Call (a “Required Capital Contribution”) such member’s Percentage Interest in the
Company or CPR Properties (whichever is applicable) may be subject to dilution. Any Capital Call for
Supplemental Capital Contributions by the Members of Company shall be followed by a complimentary Capital
Call for Supplemental Capital Contributions by the members of CPR Properties. Given the amount of cash
reserves to be set aside from the proceeds of this Offering, neither the Company nor CPR Properties will make
Capital Calls to their members during calendar year 2019.
4. Distributions. The Company’s ability to pay cash distributions will be limited. The available cash
of the Company for any fiscal year, if any, will be available for distribution to the Members in proportion to the
number of their Shares at such times and in such amounts as the Manager, in its discretion, may determine. There
is no assurance that for any year any distributions from the Company to its Members, if any, will be sufficient to
cover the Member’s tax liability attributable to such Member’s share of the Company’s income or gain. To the
extent that the Manager, its affiliates, or any Members of the Company or CPR Properties make a loan to the
Company and/or CPR Properties, any outstanding principal amounts, plus accrued interest thereon, shall be paid
back prior to a distribution being made to the Members.
5. Allocation of Profits and Losses. The net profits and net losses of the Company for a fiscal year
will be allocated to all Members in proportion to their respective number of Shares.
6. Indemnification. The Company and CPR Properties (the “Indemnitors”) will indemnify the
Manager and any other person who serves at the request of the Manager on behalf of the Company or CPR
Properties as an officer, director, partner, member, advisor, employee or agent of any other entities (in each case,
an “Indemnitee”) for any loss, damage or expense incurred by reason of an Indemnitee’s activities or status on
behalf of the Company or CPR Properties, or in furtherance of their interests, or arising out of or in connection
with the Company’s investments and objectives. This indemnity shall not apply to losses arising from the
Indemnitee’s own fraud, willful misconduct, gross negligence, an intentional and material breach of the Operating
Agreements or violation of applicable securities laws. The particular indemnity provisions are set out in full in the
Operating Agreements.
7. Binding Arbitration. Any Dispute that arises under the Company LLC Agreement, which cannot
be resolved on mutually agreeable terms, will be resolved by binding arbitration proceedings to be held in Atlanta,
Georgia utilizing the rules of the American Arbitration Association.
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8. Reports. Each Member will receive an annual Schedule K-1 to the Company’s income tax return.
The Company will receive an annual Schedule K-1 from CPR Properties.
9. Mandatory Member Vote on Business Operations. Following the close of this Offering and
pursuant to the Company LLC Agreement, the Company’s Manager will call for a vote of the Members of the
Company (the “Mandatory Member Vote on Business Operations”) to vote as to which of five (5) separate
primary business objectives for CPR Properties to pursue. The outcome of the Mandatory Member Vote on
Business Operations will be determined by the “Majority Vote” (as defined in the Company LLC Agreement) or
“Majority Written Consent” (as defined in the Company LLC Agreement) of the Members (i.e. the vote or written
consent of Members owning more than 50% of the Shares). The outcome of such Mandatory Member Vote on
Business Operations will be binding on the Company, its Members, and the Managers.
The option selected by a majority of the Members (acting by a Majority Vote or by Majority Written
Consent) shall be pursued by the Managers. Any subscriptions that the Company receives for Shares from
potential Investors will not be subject to revocation if an Investor supported a minority position in the balloting
process. Any Investor who fails to return such Investor’s ballot within the prescribed time allotted will be deemed
to have voted for the same option or the plurality of the votes.
After the completion of the Mandatory Member Vote on Business Operations, the Manager will report the
result to the CPR Properties Manager. The CPR Properties Manager will then, pursuant to the CPR Properties
Operating Agreement, call a similar vote of the members of CPR Properties (the “CPR Properties Mandatory
Member Vote on Business Operations”). The Manager will cast the Company’s vote in the CPR Properties
Mandatory Member Vote on Business Operations for the option selected by a majority of the Shares in the
Company’s Mandatory Member Vote on Business Operations. Because the Company will control a majority of
the shares in CPR Properties, the result in the Company’s Mandatory Member Vote on Business Operations will
control the result of the CPR Properties Mandatory Member Vote on Business Operations. The Managers and the
CPR Properties Manager will then cause CPR Properties and the Company to carry out and pursue the selected
option as the primary business purpose of CPR Properties.
10. Certain Conflicts of Interest. Neither the Managers nor the CPR Properties Manager are required
to serve the Company and CPR Properties as its exclusive functions. Nor are the Managers and CPR Properties
Manager prohibited from engaging in other business or professional activities. The Managers, CPR Properties
Manager, and their affiliates are free to pursue other businesses and ventures, including business and ventures that
may compete with the Company and CPR Properties.
It is possible that each of the Managers or CPR Properties Manager will have business relationship and
transactions in the ordinary course of business with managers, directors, officers, members or employees of the
Company, CPR Properties or their respective affiliates, including members of their families or corporations,
partnerships or other organizations in which any such aforementioned parties have a controlling interest. If such
transactions occur: (a) they will be on substantially the same terms as those prevailing at the time for comparable
transactions with unrelated parties, and any business transactions will not be expected to involve unfavorable
features to the Company or CPR Properties; and (b) they will be on terms no less favorable than could be obtained
from an unaffiliated third party and will be approved by a majority of the directors, including a majority of the
disinterested directors.
Consistent with the foregoing, management and operation of the Company may involve various conflicts
of interest, including, but not limited to, the following:
a. Investment Conflicts. Each of Cold River and Indian Creek is an owner of Shares in the
Company, which may create conflicts between the interests of Cold River and Indian Creek and other owners of
Shares of the Company.
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b. Additional Funds. The Managers and their affiliates already manage, and intend to form,
additional investment vehicles that might have similar investment objectives as the Company. Conflicts may arise
if two or more entities sponsored, directly or indirectly, by the manager of its affiliates have funds available for
investment at the same time.
c. Other Manager Conflicts. Each of Cold River and Indian Creek will engage in other
business ventures. Consequently, Cold River and Indian Creek, as Managers of the Company and CPR
Properties, will devote only so much time to the Company as is necessary to carry out their respective duties. The
Managers of the Company also have the authority to exclude from distributable cash such amounts as the
Managers deem reasonably necessary to fund the Company’s operating reserve for the proper operation of the
Company’s business.
d. Miscellaneous Conflicts. Indian Creek may also encounter certain conflicts of interest
arising from its authority as Partnership Representative of CPR Properties and the Company and arising from its
authority to make certain accounting decisions for CPR Properties and the Company.
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V. COMPANY OPERATIONS
A. Development Option.
The primary business purpose of CPR Properties has been to develop the approximately 95.80 acres,
more or less, of primarily unimproved real property that it owns in Henry County, Georgia, consisting of (i) two
tracts containing approximately 44.57 acres, in the aggregate, affronting Carl Parker Road (the “Carl Parker
Parcel”), and (ii) two tracts containing approximately 51.23 acres, in the aggregate, affronting Rex Road (the
“Rex Road Parcel” and together with the Carl Parker Parcel, collectively, the “Real Property”) into (i) a senior
living facility, on the Carl Parker Parcel, consisting of 400 senior independent living units and 200 assisted senior
living units (the “Carl Parker Development”) and (ii) a senior living facility, on the Rex Road Parcel, consisting
of 400 senior independent living units and 200 assisted living units (the “Rex Road Development”, and together
with the Carl Parker Development, such activities, collectively, the “Development Activities” or the
“Development Option”). The layout and design of the proposed Carl Parker Development is set forth below on
the Carl Parker Overall Concept Plan:
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The layout and design of the proposed Rex Road Development is set forth below on the Rex Road Overall
Concept Plan:
On November 22, 2019, CPR Properties entered into that a Development Management Agreement with
Cold River Partners, LLC to plan and develop the Real Property as contemplated under the Development Option.
As part of its services under the Development Management Agreement, Cold River, amongst other things,
formulated a comprehensive Budget according to certain Plans and Specifications (as defined in the Development
Management Agreement), and created a development budget for initial site work and a preliminary development
schedule for a timeline of completion of the project.
Approved Budget for Carl Parker Parcel

Carl Parker Rd 101
600 UDL's
Henry County
Plan Date: Falcon 040418
COLD RIVER BUDGET COSTS

Construction Original Costs Contingent Costs Total Cost
Phases Phase Total Per Unit Total Phase Total Per Unit Total Phase Total Per Unit
LAND COST
Land Cost $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Subtotal $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
TYPICAL DEVELOPMENT COSTS
Clearing & Grading $1,513,823.25 $2,523.04 $0.00 $0.00 $1,513,823.25 $2,523.04
Detention Pond $120,918.00 $201.53 $10,000.00 $16.67 $130,918.00 $218.20
Sanitary Sewer $444,507.00 $740.85 $12,500.00 $20.83 $457,007.00 $761.68
Outfall Sanitary Sewer $1,120,424.50 $1,867.37 $92,475.00 $154.13 $1,212,899.50 $2,021.50
Storm Drain $1,087,250.00 $1,812.08 $22,500.00 $37.50 $1,109,750.00 $1,849.58
Waterline $1,226,006.00 $2,043.34 $14,840.00 $24.73 $1,240,846.00 $2,068.08
Erosion Control / Maintenance $415,466.00 $692.44 $62,319.90 $103.87 $477,785.90 $796.31
Curb $443,770.00 $739.62 $18,000.00 $30.00 $461,770.00 $769.62
Paving $839,537.50 $1,399.23 $97,953.75 $163.26 $937,491.25 $1,562.49
Work Along Main Rd $380,000.00 $633.33 $0.00 $0.00 $380,000.00 $633.33
Dry Utilities $330,800.00 $551.33 $0.00 $0.00 $330,800.00 $551.33
Engineering & Surveying $422,000.00 $703.33 $10,500.00 $17.50 $432,500.00 $720.83
Development Management Fee $420,000.00 $700.00 $0.00 $0.00 $420,000.00 $700.00
Subtotal $8,764,502.25 $14,607.50 $341,088.65 $568.48 $9,105,590.90 $15,175.98
LAND+DEVELOPMENT COSTS $8,764,502.25 $14,607.50 $341,088.65 $568.48 $9,105,590.90 $15,175.98
OTHER DEVELOPMENT COSTS
Landscaping $650,000.00 $1,083.33 $0.00 $0.00 $650,000.00 $1,083.33
Amenity $450,000.00 $750.00 $90,000.00 $150.00 $540,000.00 $900.00
Subtotal $1,100,000.00 $1,833.33 $90,000.00 $150.00 $1,190,000.00 $1,983.33
BUILDER COSTS
Builder Costs $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Subtotal $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Totals $9,864,502.25 $16,440.84 $431,088.65 $718.48 $10,295,590.90 $17,159.32
Total Estimated Contingency Percent 4%
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Approved Budget for Rex Road Parcel
Rex Road
600 UDL's
Henry County
Plan Date: Falcon Design 101818
Construction Original Costs Contingent Costs Total Cost

Phases Phase Total Per Unit Total Phase Total Per Unit Total Phase Total Per Unit
LAND COST
Land Cost $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Subtotal $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
TYPICAL DEVELOPMENT COSTS
Clearing & Grading $2,091,230.00 $3,485.38 $91,050.00 $151.75 $2,182,280.00 $3,637.13
Detention Pond $644,727.00 $1,074.55 $59,560.00 $99.27 $704,287.00 $1,173.81
Sanitary Sewer $523,873.00 $873.12 $13,500.00 $22.50 $537,373.00 $895.62
Storm Drain $969,370.00 $1,615.62 $258,525.00 $430.88 $1,227,895.00 $2,046.49
Waterline $1,587,807.50 $2,646.35 $11,175.00 $18.63 $1,598,982.50 $2,664.97
Erosion Control / Maintenance $525,530.50 $875.88 $78,829.58 $131.38 $604,360.08 $1,007.27
Curb $522,580.00 $870.97 $83,377.78 $138.96 $605,957.78 $1,009.93
Paving $1,044,400.00 $1,740.67 $194,623.33 $324.37 $1,239,023.33 $2,065.04
Work Along Main Rd $435,000.00 $725.00 $0.00 $0.00 $435,000.00 $725.00
Dry Utilities $336,100.00 $560.17 $0.00 $0.00 $336,100.00 $560.17
Engineering & Surveying $785,000.00 $1,308.33 $5,500.00 $9.17 $790,500.00 $1,317.50
Development Management Fee $475,000.00 $791.67 $0.00 $0.00 $475,000.00 $791.67
Subtotal $9,940,618.00 $16,567.70 $796,140.69 $1,326.90 $10,736,758.69 $17,894.60
LAND+DEVELOPMENT COSTS $9,940,618.00 $16,567.70 $796,140.69 $1,326.90 $10,736,758.69 $17,894.60
OTHER DEVELOPMENT COSTS
Landscaping $917,250.00 $1,528.75 $0.00 $0.00 $917,250.00 $1,528.75
Amenity $500,000.00 $833.33 $0.00 $0.00 $500,000.00 $833.33
Subtotal $1,417,250.00 $2,362.08 $0.00 $0.00 $1,417,250.00 $2,362.08
BUILDER COSTS
Builder Costs $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Subtotal $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Totals $11,357,868.00 $18,929.78 $796,140.69 $1,326.90 $12,154,008.69 $20,256.68
Total Estimated Contingency Percent 7%
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In the event that the Members vote to pursue the Development Activities, in exchange for Cold River’s
services under the Development Management Agreement, Cold River is entitled to a Development Fee equal to
5.0% of the construction and development cost, as set forth in the development fee schedule:
Development Fee Schedule
CARL PARKER ROAD PARCEL
MONTHS DEVELOPMENT COSTS* DEVELOPMENT FEE PER

INSTALLMENT
1 $ 927,166.91 $ 46,666.66
2 $ 927,166.91 $ 46,666.66
3 $ 927,166.91 $ 46,666.66
4 $ 927,166.92 $ 46,666.67
5 $ 927,166.92 $ 46,666.67
6 $ 927,166.92 $ 46,666.67
7 $ 927,166.92 $ 46,666.67
8 $ 927,166.92 $ 46,666.67
FINAL PAYMENT AT RECORDING $ 927,166.92 $ 46,666.67
OF PLAT
TOTAL $ 8,344,502.25 $ 420,000.00
REX ROAD PARCEL
MONTHS DEVELOPMENT COSTS* DEVELOPMENT FEE PER

INSTALLMENT
1 $ 1,051,735.33 $ 52,777.78
2 $ 1,051,735.33 $ 52,777.78
3 $ 1,051,735.33 $ 52,777.78
4 $ 1,051,735.33 $ 52,777.78
5 $ 1,051,735.33 $ 52,777.78
6 $ 1,051,735.33 $ 52,777.78
7 $ 1,051,735.34 $ 52,777.78
8 $ 1,051,735.34 $ 52,777.77
FINAL PAYMENT AT RECORDING $ 1,051,735.34 $ 52,777.77
OF PLAT
TOTAL $ 9,465,618.00 $ 475,000.00
*
Does not include contingencies.
If at any time CPR Properties desires to terminate the Development Management Agreement and develop
neither the Carl Parker Parcel or the Rex Road Parcel, CPR Properties will be required to pay a termination fee to
Cold River in an amount equal to $235,000 (the “Developer Termination Fee”).
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B. Charitable Contribution and Alternative Investments Option.
1. The Charitable Contributions of the Real Property to the Charitable Organization; Alternative
Investments. Alternatively, by reason of certain conservation values presented by the Real Property, the
Development Activities on the Carl Parker Parcel and the Rex Road Parcel may be foregone in order to make a
charitable contributions of the Real Property to the Southern Conservation Trust, Inc., a 501(c)(3) not-for-profit
entity, incorporated under the laws of the State of Georgia, which was organized exclusively for charitable
purposes (the “Charitable Organization”), or another qualified organization under Section 170(b)(1)(A) of the
Internal Revenue Code of 1986, as amended (the “Code”). Specifically, it is contemplated that the CPR Properties
could (assuming the Members of CPR Investors choose to do so), would forego the development of the planned
600-unit senior living facility on the Rex Road Parcel and donate the entire 51,23 acres as a “charitable
contribution” or gift, pursuant to Section 170 of the Code, to the Charitable Organization (the “Charitable
Donation”). Additionally, CPR Properties has also been in contact with the Charitable Organization to accept a
potential “qualified conservation contribution” as defined under Section 170(h) of the Code, which would entail
encumbering a 42.58-acre portion of the Carl Parker Parcel (the “Conservation Area”) with a perpetual
Conservation Easement charitably contributed to and in favor of the Charitable Organization (the “Qualified
Conservation Contribution”). If CPR Properties ultimately makes the Charitable Donation and the Qualified
Conservation Contribution to the Charitable Organization, the Company and CPR Properties will utilize all or a
portion of the Investment Reserve (as defined below) to make Alternative Investments (as defined below)
(collectively, the “Charitable Contribution and Alternative Investments Option”).
Certain incentives for charitable contributions in the form of “gifts” (Section 170(a) of the Code)
and “qualified conservation contributions” (Section 170(h) of the Code) are currently available under federal tax
laws. If the Charitable Contribution and Alternative Investments Option is selected, CPR Properties will claim a
charitable contribution deduction under Section 170 of the Code with respect to the Charitable Donation and the
Qualified Conservation Contribution (the “Charitable Deduction”), and the Company will claim its
proportionate share of the Charitable Deduction on its partnership tax return for the year in which the Charitable
Donation and the Qualified Conservation Contribution is made. The Development Activities and the Charitable
Donation for the Rex Road Parcel and the Development Activities and the Qualified Conservation Contribution
on the Carl Parker Parcel are mutually exclusive options for the business and affairs of CPR Properties.
The Southern Conservation Trust, Inc. (“SCT”) was founded in 1993 with the primary purpose of
protecting land conservation tools as outlined in the Land Trust Alliance Standards and Practices, and to provide
solutions and scientific applications for conservation of ecological, agricultural, scenic or historic resources
focusing on the southeastern United States. Since its inception, SCT has conserved over 16,032 acres, including
four donated preserves through the State of Georgia. Currently, SCT manages five public nature areas in Fayette
County: Flat Creek Nature Area in Peachtree City, the Line Creek Nature Area on the border of Fayette and
Coweta counties, Sams Lake Bird Sanctuary south of Fayetteville, Morgan Grove south Fayette County, Nesmith
Preserve at Stars Mill High School, and The Ridge Nature Area in Fayetteville. SCT is a “qualified organization”
under Section 170(b)(1)(A) of the Code and related Treasury Regulations for purposes of the Charitable Donation
qualifying as charitable gift deduction under the Code. Copies of SCT’s IRS Determination Letter and annual
returns on IRS Form 990 are available from the Manager on request.
The Company will also set aside $300,000 of the gross Offering proceeds (the “Investment Reserve”). If
the Members elect to pursue the Charitable Contribution and Alternative Investments Option, the Investment
Reserve shall be used to fund any one or more of the following: make direct or indirect equity and/or debt
investments in (i) other additional income-producing real property, (ii) short-term investments in residential or
commercial developments, or (iii) other similar alternative investment opportunities unrelated to the Real
Property, including, but not limited to, residential or commercial properties (including multifamily or single
family housing, office buildings, shopping plazas, light industrial and/or warehousing facilities) and undeveloped
real property that has significant potential for short-term or long-term (the “Alternative Investments”). It is
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expected that such Alternative Investments may include transactions with affiliates of the Manager and/or co-
investment opportunities alongside other entities managed or controlled by affiliates of the Manager. If the
Members vote for the Development Option pursuant to the Mandatory Member Vote on Business Operations, the
Investment Reserve shall instead be used to fund start-up costs, capital expenditures and provide additional
working capital to commence the Development Activities.
2. The Charitable Deduction, Valuation, Substantiation, and the Appraisal.
If the Charitable Contribution and Alternative Investments Option is selected, CPR Properties will claim
the Charitable Deduction for 2019 on its partnership informational tax return (Form 1065). In the context of
charitable contributions of real property under Section 170 of the Code, the amount of the charitable contribution
is equal to the fair market value of the contributed property at the time it is contributed.7 The Treasury
Regulations defined “fair market value” as “the price at which property would change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or sell, and both having a reasonable
knowledge of relevant facts.”8 As the court pointed out in the Terrene Investments, Ltd. case, which involved the
donation of a tract of land to a charitable foundation, in order to determine fair market value, “we look to the
‘highest and best use’ for the property in question.”9 A property’s highest and best use is the highest and most
profitable use for which it is adaptable and needed or likely to be needed in the reasonably near future. 10 The
highest and best use can be any realistic, objective, potential use of the property.11
The Appraiser determined that the Carl Parker Parcel, valued at its highest and best use as a senior living
facility has a fair market value of $9,000,000. Equally, the Appraiser determined that the Rex Road Parcel, valued
at its highest and best use as a senior living facility also has a fair market value of $9,000,000.
The precise amount of the Charitable Deduction to be claimed by CPR Properties would be determined by
the final “qualified appraisal report” to be produced by the Appraiser. However, the amount of the Charitable
Deduction which could be claimed by CPR Properties is to be approximately $9,000,000 for the Charitable
Donation of the Rex Road Parcel, and $8,913,000 for the Qualified Conservation Contribution of the Conserved
Area of the Carl Parker Parcel. The combined Charitable Deduction will be allocated among the members of CPR
Properties according to their percentage interests. Based on the current structure of the Purchase Agreement and
assuming the Maximum Offering Amount is achieved, ninety-nine (99%) of the Charitable Deduction
(approximately $17,733,870) will be allocated to the Company and will appear on the Company’s Schedule K-1
from CPR Properties for 2019. Similarly, each Member of the Company will receive a Schedule K-1 from the
Company which will include an allocation of the Charitable Deduction with respect to such Member’s Shares in
the Company. Assuming the Maximum Offering Amount is achieved, the Investors will collectively own 98% of
the Shares in the Company, and therefore, the Charitable Deduction that would be allocated to the Investors by
the Company would be approximately $17,379,192 (or 97.02% of the total charitable contribution deduction
attributable to CPR Properties).
Notice 2017-10 indicates that a conservation easement donation (or a substantially similar transactions,
like a fee simple donation) is a Listed Transaction if: (i) potential investors receive promotional materials, oral or
written, about an investment in a pass-through entity (which includes a limited liability company) that holds real
property, and the potential investment return includes the possibility of a charitable contribution deduction that
equals or exceeds an amount that is two and one-half times (2.5x) the amount of the investor’s investment; (ii) the
potential investor purchases an interest, directly or indirectly (through one or more tiers of pass-through entities),
7
Treasury Regulation § 1.170A-1(c)(2); Terrene Investments, Ltd. v. Comm’r, T.C. Memo 2007-218 (Aug. 7, 2007).
8
Treasury Regulation § 1.170A-1(c)(2)
9
Terrene Investments, Ltd. v. Comm’r, T.C. Memo 2007-218, at *8 (citing McMurray v. Comm'r, 985 F.2d 36, 40 (1st Cir. 1993)).
10
Olson v. United States, 292 U.S. 246, 255 (1934).
11
Symington v. Comm’r, 87 T.C. 892, 896 (1986).
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in the pass-through entity that holds real property; (iii) the pass-through entity holding the real property makes a
charitable contribution of a conservation easement to a tax-exempt entity; (iv) a charitable contribution deduction
is allocated to the investor either directly or through other pass-through entities; and (v) the investor claims a
charitable contribution deduction on a tax return with respect to the conservation easement. A participant, which
includes, but is not limited to, the investors and the pass-through entity (any tier, if multiple tiers are involved in
the transaction), in a conservation easement donation transaction that is considered a Listed Transaction must file
IRS Form 8886 (Reportable Transaction Statement) with the IRS by attaching the filled out Form 8886 to the
participant’s tax return in which the participant claims the charitable contribution deduction. The participant must
also mail a copy of the filled out Form 8886 to the IRS Office of Tax Shelter Analysis concurrent with the filing
of the related tax return.
An investment in the Company, followed by the affirmative determination to select the Charitable
Contribution and Alternative Investments Option, pursuant to the Mandatory Member Vote on Business
Operations, and the outright gift of the Real Property to the Charitable Organization, likely will involve (and
Investors should assume it does involve) the specific transaction identified as a “listed transaction” in Section 2 of
Notice 2017-10, as a consequence of the charitable donation being a “substantially similar transaction” to a
conservation easement donation.
In the event that the Members, pursuant to the Mandatory Member Vote on Business Operations, choose
the Charitable Contribution and Alternative Investments Option, the Manager will take the position that both the
Qualified Conservation Contribution and the Charitable Donation should be disclosed to the IRS. Each Member
of the Company will file Form 8886 with each income tax return on which the tax effects of the Charitable
Donation is reported. As discussed in the Risk Factors, an Investor could be subject to penalties for failing to file
Form 8886. The IRS may also impose other substantial penalties on persons involved in “listed transactions,”
including the accuracy-related penalty under § 6662 or § 6662A, the § 6694 penalty for understatements of a
taxpayer’s liability by a tax return preparer, and the § 6695A penalty for certain valuation misstatements
attributable to incorrect appraisals.
C. Investment Option.
The third option would be for CPR Properties to hold all of the Real Property for potential appreciation
for an indeterminate period of time (the “Long-Term Investment”). The Long-Term Investment could result in a
sale, exchange, or other disposition of the Real Property at a later date, a Charitable Donation to the Charitable
Organization or another eligible donee, or even a conservation easement, if so desired.
The Company will also set aside $300,000 of the gross Offering proceeds (the “Investment Reserve”). If
the Members elect to pursue the Investment Option, the Investment Reserve shall be used to fund any one or more
of the following: make direct or indirect equity and/or debt investments in (i) other additional income-producing
real property, (ii) short-term investments in residential or commercial developments, or (iii) other similar
alternative investment opportunities unrelated to the Real Property, including, but not limited to, residential or
commercial properties (including multifamily or single family housing, office buildings, shopping plazas, light
industrial and/or warehousing facilities) and undeveloped real property that has significant potential for short-term
or long-term (the “Alternative Investments”). It is expected that such Alternative Investments may include
transactions with affiliates of the Manager and/or co-investment opportunities alongside other entities managed or
controlled by affiliates of the Manager. If the Members vote for the Development Option pursuant to the
Mandatory Member Vote on Business Operations, the Investment Reserve shall instead be used to fund start-up
costs, capital expenditures and provide additional working capital to commence the Development Activities.
D. Rex Road Development and Carl Parker Conservation Option.
The fourth option would be for CPR Properties to proceed with the Rex Road Development on the Rex
Road Parcel, while, at the same time, foregoing the Development Activities on the Carl Parker Parcel and
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encumbering the Conservation Area thereof by the execution and delivery of the Conservation Easement for the
benefit of the Charitable Organization, while continuing to utilize the Conservation Area, as encumbered by the
Conservation Easement, for such limited uses, income producing or otherwise, as may be permitted under the
terms of the Conservation Easement, and, in the sole discretion of the Property Entity’s manager, either (i) hold
the Reserved Area for a future sale or other income producing use, or (ii) utilize the Reserved Area for such uses
as CPR Properties may determine, in its manager’s sole discretion. In such event, the $300,000 Investment
Reserve would be used to fund start-up costs, capital expenditures and provide additional working capital to
commence the Development Activities related to the Rex Road Development. As stated above in the Charitable
Contribution and Alternative Investments Option, CPR Properties would be entitled to claim a Charitable
Deduction for the Qualified Conservation Contribution in the amount of $8,913,000, which, assuming the
Maximum Offering Amount is raised and the entire 99% membership interest in CPR Properties is acquired by
the Company, the Company would receive a pro rata allocation of such Charitable Deduction in the amount of
$8,823,870.
E. Carl Parker Development and Rex Road Charitable Donation Option.
The fifth and final option would be for CPR Properties to proceed with the Carl Parker Development on
the Carl Parker Parcel, while, at the same time, foregoing the Development Activities on the Rex Road Parcel and
making the Charitable Donation of the Rex Road Parcel to the Charitable Organization. In such event, the
$300,000 Investment Reserve would be used to fund start-up costs, capital expenditures and provide additional
working capital to commence the Development Activities related to the Carl Parker Development. As stated
above in the Charitable Contribution and Alternative Investments Option, CPR Properties would be entitled to
claim a Charitable Deduction for the Charitable Donation of the Rex Road Property in the amount of $9,000,000,
which, assuming the Maximum Offering Amount is raised and the entire 99% membership interest in CPR
Properties is acquired by the Company, the Company would receive a pro rata allocation of such Charitable
Deduction in the amount of $8,910,000.
Following the closing of this Offering, the Company’s Manager will call for a vote of the Members of the
Company to vote as to which of the five (5) aforementioned primary business options to choose, the decision of a
majority of which will be binding on the Company, its Members and the Manager.
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VI. ELIGIBLE INVESTORS AND SUITABILITY STANDARDS
ONLY INVESTORS WHO ARE GENERALLY FAMILIAR WITH BOTH REAL ESTATE
DEVELOPMENT AND FEDERAL CHARITABLE CONTRIBUTION TRANSACTIONS, OR WHO
HAVE A PURCHASER REPRESENTATIVE WHO IS FAMILIAR WITH SUCH TRANSACTIONS,
SHOULD CONSIDER MAKING AN INVESTMENT IN THE SHARES.
A. INVESTOR QUALIFICATIONS AND SUITABILITY.
Subscriptions for shares in the Company (“Shares”) are not open to the general public. The Shares will be
sold only to persons representing that they are “accredited investors” as that term is defined in Section 501(a) of
Regulation D under the Securities Act who, immediately prior to the sale, either alone or with a purchaser
representative, have such knowledge and experience in financial and business matters that enable the investor to
evaluate the merits and risks of the prospective investment. Among the categories of persons who are defined as
accredited investors are the following:
(i) A natural person whose individual net worth (total assets less total liabilities), or
joint net worth with his or her spouse, exceeds $1,000,000.12
(ii) A natural person who had an individual income in excess of $200,000 in each of
the two most recent years or joint income with that person’s spouse in excess of
$300,000 in each of those years and who reasonably expects the same income
level in the current year. For purposes of this Memorandum, the term “income”
shall mean an individual’s adjusted gross income for federal income tax purposes
increased by (i) any deduction for long-term capital gains under Section 1202 of
the Internal Revenue Code of 1986, as amended (“Code”), (ii) any deduction for
depletion under Section 611 et seq. of the Code, (iii) any exclusion for interest
under Section 103 of the Code, and (iv) any losses of a partnership allocated to
the individual partner as reported on Schedule E of Form 1040 (or any successor
report).
(iii) A trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring an interest in the Company, whose investment in the
Company is directed by a person who has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of the investment in the Company.
(iv) Any bank as defined in Section 3(a)(2) of the Securities Act or savings and loan
association or other institution defined in Section 3(a)(5)(A) of the Securities
Act, whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934, as
amended; any insurance company as defined in Section 2(13) of the Securities
Act; any investment company registered under the Investment Company Act of
1940, as amended, or a business development company as defined in Section
2(a)(48) of that Securities Act; any Small Business Investment Company licensed
by the U. S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
12
When determining net worth, the value of the investor’s primary residence must be excluded, and the related amount of indebtedness secured by the
primary residence up to its fair market value may also be excluded. However, indebtedness (i) secured by the residence in excess of the value of the home
and (ii) obtained with the past 60 days for a purpose other than acquiring the primary residence should be considered a liability and deducted from the
investor’s net worth.
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(v) Any private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940, as amended.
(vi) Any organization described in Section 501(c)(3) of the Code, corporation,

Massachusetts or similar business trust, or partnership, not formed for the
specific purpose of acquiring an interest in the Company, with total assets in
excess of $5,000,000.
(vii) An entity all of whose equity owners are accredited investors (as above
described).
(viii) Any director or executive officer of the Company.
(ix) An employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of such Securities Act, which is either
a bank, savings and loan association, insurance company, or registered
investment adviser or if the employee benefit plan has total assets in excess of
$5,000,000 or, if a self-directed plan, with investment decisions made solely by
persons who are persons or entities above described.
Each potential Investor must also represent, among other things, that (i) his, her or its overall commitment
to investments which are not readily marketable is not disproportionate to his net worth and his investment in the
Shares will not cause such overall commitment to become excessive; (ii) the Investor has evaluated the merits and
risks of investing in the Company; (iii) the Investor has substantial experience in investment decisions of this type
or is relying on his, her or its attorney, accountant or other adviser or purchaser representative in making an
investment decision; and (iv) the Investor is purchasing the Shares for the Investor’s own account, for investment
purposes, and not with a view to subsequent distribution.
Each potential Investor must represent and warrant in the Subscription Agreement that such Investor
meets these investor suitability standards.
The U.S. Department of Labor has issued regulations under ERISA (the “Plan Asset Regulations”) that
provide, generally, that, when an employee benefit plan that is subject to ERISA (a “Benefit Plan Investor”)
invests in an entity such as the Company, the plan’s assets include the Shares and an undivided interest in each of
the underlying assets of the Company, unless (a) the equity participation in the Company by Benefit Plan
Investors is not “significant” (defined as 25% of any class of the Company equity interests) or the Company
qualifies for another exception under the Plan Asset Regulations. If the underlying assets of the Company were to
be considered plan assets of the ERISA plan investor, the Manager of the Company would be an ERISA
fiduciary, and the Company would be subject to undesirable ERISA requirements with which the Manager could
not comply. The Company will limit investment by Benefit Plan Investors such that their ownership is not
“significant” by at all times limiting them to holding less than 25% of the outstanding Shares. In this way, the
Manager will not be considered a fiduciary under ERISA, and the underlying assets of the Company will not be
deemed “plan assets” of any ERISA plan investor.
AN INVESTMENT IN THE SHARES IS SUITABLE ONLY FOR PROSPECTIVE INVESTORS WHO

HAVE SUBSTANTIAL INVESTMENT MEANS AND WHO HAVE NO NEED FOR LIQUIDITY IN
CONNECTION WITH THEIR INVESTMENT. EACH PROSPECTIVE INVESTOR SHOULD CONSIDER
WHETHER THE PURCHASE OF THE SHARES OFFERED BY THIS MEMORANDUM IS SUITABLE IN
LIGHT OF HIS INDIVIDUAL INVESTMENT OBJECTIVES.
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The Company is not intended to be a complete investment program and is designed for certain Investors
who are able to bear the economic risk of the loss of an entire loss of their investment in the Company and are
sophisticated persons in connection with financial and business matters. The suitability standards referred to
above represent minimum suitability standards and requirements for a person or entity seeking to invest in the
Shares, and, accordingly, a person or entity satisfying such standards does not necessarily mean that Company’s
Shares are a suitable investment for any potential Investor. An investment in the Shares has the risk that the entire
investment may be lost. In turn, prior performance is not an indication of future results.
B. SUBSCRIPTION PROCEDURES.
In order to subscribe, after receipt of this Memorandum, qualified investors should complete, execute and
return to the Company the Subscription Documents listed below and attached hereto as Exhibit C, of which
execution copies in DocuSign format have been delivered in connection with this Memorandum:
(1) One copy of the Investor Questionnaire;
(2) One copy of the Subscription Agreement, which contains certain representations,
covenants, warranties, promises and undertakings, all of which should be carefully considered by the Investor
before execution. By executing the Subscription Agreement, the Investor agrees to be bound by the terms of the
Company LLC Agreement. A prospective Investor interested in purchasing Shares should read the copy of the
Company LLC Agreement of the Company attached hereto as Exhibit A and made a part hereof by this
reference; and
(3) One copy of the Joinder Agreement.
Return your Subscription Documents to:
CPR Investors, LLC

c/o Indian Creek Investments, LLC
6435 Shiloh Road, Suite A
Alpharetta, Georgia 30005
Attention: Eugene E. Pearson, Jr.
Email: chip@coldriverdev.com
The Company’s Managers will review the completed and executed Investor Questionnaires and
Subscription Agreements and will rely on the representations made by the Investors therein in assessing the
Investor’s ability to qualify as an accredited investor. Upon delivery of the Subscription Documents in
accordance with the above instructions, an Investor shall immediately remit the full subscription amount for the
number of Shares subscribed. Unless the Managers agree otherwise, in no event less than the minimum
investment amount of $50,000 (or 50,000 Shares). Subscription funds may be wired to SunTrust Bank (the
“Escrow Agent”) pursuant to the following wiring instructions:
Receiving Bank: SunTrust Bank

Address: 919 East Main Street, 7th Floor, Richmond, Virginia 23219
ABA Number: 061000104
Account Number: 9443001321
Account Name: Escrow Services Richmond
Account Address: 919 E. Main Street, Richmond, VA 23219
REF/FFC: CPR Investors / [Investor Name]
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Prior to receiving the Minimum Offering Amount, proceeds will be held in a non-interest-bearing escrow
account maintained for the Company by the Escrow Agent and will be released only upon the Company’s receipt
of the Minimum Offering Amount.
The execution and delivery to the Company of the Subscription Agreement by a prospective Investor
constitutes a binding offer to purchase Shares in the Company. The Subscription Agreement and Joinder
Agreement will be binding upon and enforceable against the Company only when countersigned by one of the
Managers.
C. ACCEPTANCE OF SUBSCRIPTION.
The Shares are offered subject to the right of the Managers to reject, in whole or in part, any subscription.
If a subscription is rejected, any amounts tendered will be returned in full, together with the interest earned, by the
Escrow Agent, and the Subscription Documents shall be of no further force or effect. The Company is offering
the Shares and will accept acceptable subscriptions when they are received, however, subscribers have no
assurance that their subscription will be accepted or that all or any minimum portion of the Shares will be sold.
The Company also reserves the right to withdraw, cancel, or modify this Offering and to reject subscriptions in
whole or in part for the purchase of any of the Shares. The Subscription Agreement will be binding upon and
enforceable against the Company only when countersigned by one of the Managers.
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VII. RISK FACTORS
THE COMPANY, THE MANAGER, AND BAKER DONELSON ARE NOT PROVIDING ANY TAX,
LEGAL, OR BUSINESS ADVICE TO THE PROSPECTIVE PURCHASERS OF THE SHARES. THE
RISK FACTORS LISTED HERE, AND PARTIAL DISCUSSION OF SOME OF THE RISKS WHICH
MAY ARISE WITH RESPECT TO THE INVESTORS, THE COMPANY, AND CPR PROPERTIES,
ARE MADE PURELY FOR THE CONVENIENCE OF POTENTIAL INVESTORS, AND THEIR
PURCHASER REPRESENTATIVES, AND THEIR RESPECTIVE ADVISORS.
ONLY INVESTORS WHO ARE FAMILIAR WITH BOTH REAL ESTATE DEVELOPMENT AS
CONTEMPLATED IN THE DEVELOPMENT OPTION AND CHARITABLE DONATIONS UNDER
FEDERAL TAX LAW, OR WHO HAVE A PURCHASER REPRESENTATIVE WHO IS FAMILIAR
WITH SUCH INDUSTRIES OR TRANSACTIONS, SHOULD CONSIDER MAKING AN INVESTMENT
IN THE SHARES.
A. INVESTMENT AND OPERATING RISKS.
1. Lack of Operating History. The Company is a Delaware limited liability company which was
formed on September 12, 2019. The principal asset of the Company will be the CPR Properties Interest. The
Company will also have cash funds for future operating needs, including the Company Operating Reserve. The
Company has not engaged in any business since its formation and has no operating history. It is impossible to
predict whether the Company will be financially successful. There can be no assurance that the Company will
operate profitably.
2. Possible Limitations on Company’s Ability to Maximize Profits. Pursuant to the Mandatory

Member Vote on Business Operations, the Manager will call for a vote of the Members of the Company to vote as
to which of the three (3) business options the Company and CPR Properties shall pursue –(i) continue with the
Development Activities (the “Development Option”), (ii) make the Charitable Donation, or (iii) hold all of the
Real Property for Long-Term Investment. The option selected by a Majority Vote or Majority Written Consent of
the Members shall be pursued by the Manager. If the Charitable Contribution and Alternative Investments Option
is selected by the Members of the Company, then CPR Properties will not have the Real Property with which to
pursue the Development Activities or the Long-Term Investment objectives, which would severely hinder the
ability of CPR Properties and the Company to maximize profits with respect to the Real Property. While the
making of the Charitable Donation to the Charitable Organization may create a charitable tax deduction for the
Members of the Company, neither CPR Properties nor the Company would be in a position to maximize the
profits that could be generated (with respect to the Real Property) and make future distributions that could be
made to the Members. If the Company’s goal was to maximize profits and distributions, the Members could
choose either the Development Option or the Investment Option. Accordingly, Investors should consider the
purchase of one or more Shares only if they will not be dependent on maximizing the potential cash return on
their investment.
3. Inadequate Capitalization. Certain business opportunities may be presented to the Company

which would require significant capital to pursue. These may include the acquisition of other lands or the
implementation of the Development Activities. While the Company LLC Agreement and the CPR Properties
Operating Agreement both provide for optional capital contributions on the Manager’s call, these capital calls are
not mandatory and there can be no guarantee that Members would contribute. Accordingly, the Company and
CPR Properties may not have sufficient capital to pursue such opportunities.
4. Dilution As A Result of Capital Calls. As mentioned above, there are capital calls which the
Manager is authorized to make from time to time under the Company LLC Agreement. If these capital calls are
made and responded to by some but less than all Members, there will be a dilutive effect on those Members who
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do not contribute additional capital, from the time that such additional capital contributions are made by the other
Members. Moreover, additional interests in the Company so issued might have rights, preferences, and privileges
that are senior to the Shares being offered at this time.
5. Determination of Offering Price. The offering price per Share is $1.00. The maximum
aggregate total of Shares to be offered hereunder will be 3,317,000 Shares. The offering price has been
determined solely by the Manager based on (1) the initial investment in CPR Properties, (2) the anticipated
payment of certain fees and expenses associated with the Offering, and (3) certain anticipated capital needs of the
Company in the near future. The offering price is not an indication of the value of a Share or the pro-rata portion
of the Company, CPR Properties, or the Real Property, and no assurance is given that any of the Shares could be
resold for the price paid for such Share or for any other amount.
6. Illiquidity of Investment. The Shares have not been registered under any federal or state
securities laws and therefore cannot be resold or otherwise transferred unless they are subsequently registered
under such laws, or unless an exemption from such registration is available. The Company does not intend to
register the Shares with the U.S. Securities and Exchange Commission or any state securities agency, and a
member of the Company will have no right to require the Company or the Manager to register the Shares. There
is presently no public or other market for the Shares, and it is highly unlikely that such a market will develop in
the future. Investors should consider the purchase of Shares to be an investment lacking liquidity and involving
substantial risk. Investors may be unable to recoup any portion of their initial investment in the Shares from their
resale, if permitted, from CPR Properties's disposition of the Real Property, from the Company’s disposition of
the CPR Properties Interest, from the Company’s liquidation, or otherwise.
7. Absence of Securities Registration and Review. The Shares have not been, nor will they be,
registered under the Securities Act or any applicable state securities laws, and no federal, state or other agency has
reviewed the terms of this Offering, recommended or endorsed the purchase of the Shares or passed upon the
adequacy or accuracy of any information disclosed to prospective Investors. Accordingly, prospective investors
must assess the fairness of the terms of this Offering on their own, or with aid of their advisors or representatives,
and without the benefit of any prior review by any regulatory agency.
8. Absence of Regulatory Oversight. While the Company may be considered similar to an

investment company, it does not intend to register as such under the Investment Company Act of 1940, as
amended (the “Investment Company Act”), in reliance upon an exemption available to privately offered
investment companies, and, accordingly, the provisions of the Investment Company Act (which, among other
matters, require investment companies to have disinterested directors, require securities held in custody to at all
times be individually segregated from the securities of any other person or marked to clearly identify such
securities as the property of such investment company and regulate the relationship between the adviser and the
investment company) will not be applicable.
9. Manager’s Involvement in Other Business Activities. The Manager will not devote its full
time to the business and affairs of the Company, and the Manager is involved in other business activities,
including activities that may be competitive with the Company. The Members of the Company will have to rely
upon the Manager for all decisions relating to the operation of the Company other than the decision concerning
the Mandatory Member Vote on Business Operations to select among the Development Option, Charitable
Contribution and Alternative Investments Option or the Investment Option pursuant to the terms of the Company
LLC Agreement.
10. Limitations on Manager’s Liability. The Company LLC Agreement contains certain
limitations of liability for the benefit of the Manager that are intended to have the effect of reducing the liability
and obligations of the Manager to the Company. The Company LLC Agreement also contains a provision for
binding arbitration in the event of a dispute, controversy or claim asserted by a Member arising out of or relating
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to the Company LLC Agreement or to its alleged breach by the Manager. In addition, the Company is required
under the Company LLC Agreement to indemnify the Manager against certain liabilities or damages incurred by
it. Similar provisions are in the CPR Properties Operating Agreement. Accordingly, the rights and remedies of
an Investor in connection with the actions or omissions of the Manager may be more limited than would
otherwise be the case, absent such provisions.
11. Limitation on Operating Expense Obligation. The obligation of the Manager and the
Members of the Company under the Company LLC Agreement to bear operating expenses of the Company is
limited to the amount of their respective capital contributions. In the event that the Company incurs financial
obligations in excess of such amounts reserved in the Offering, there can be no assurance that the Company will
have funds to meet any such excess.
12. Lack of Investor Control. Unless the approval of the Members is expressly required under the
Company LLC Agreement or the Delaware Limited Liability Company Act, the Manager has full and complete
authority, power and discretion to manage and control the business and operations of the Company (except for the
Mandatory Member Vote on Business Operations). Accordingly, a prospective Investor should purchase Shares
only if such prospective Investor is willing to entrust all aspects of the Company’s management to the Manager.
13. Investment in Real Estate. Real estate investments inherently are speculative in nature and are
subject to varying degrees of risk, including the inherent cyclical nature of the real estate markets. The yields
available from equity investments in real estate generally depend upon the value of the real property (and the
amount of income generated and expenses incurred). Accordingly, the value of the Real Property, or any
Alternative Investment, if applicable, may be affected adversely by a number of factors, including (i) the cyclical
nature of the real estate market (which is characterized by periods of significant expansion and contraction in the
amount of building activity and the availability of financing); (ii) the national economic climate; (iii) the local
economic climate (which may be impacted adversely by business closings, industry slowdowns, and other
factors); (iv) local real estate conditions (such as oversupply of or reduced demand for specific property); (v) the
perceptions by prospective purchasers of the attractiveness of the property; (vi) the ability of the owner to provide
adequate management, maintenance and insurance; (vii) adverse use of adjoining land; (viii) decline in the
general location where the investment property is located; (ix) condemnation; (x) changing government
regulations; and (xi) potential liability under applicable laws and regulations, including tax laws and
environmental laws. No representation or warranty is made as to future operations of the Real Property, or any
Alternative Investment, if applicable, or as to the amount of profit, loss or cash flow from the operation of the
Company business. Over the course of the life of the Company, the Company will experience certain
transactional and carrying costs incident to the indirect ownership of the Real Property, and any Alternative
Investment, if applicable. There is no assurance that the Real Property, or any Alternative Investment, if
applicable, will operate with positive cash flow or appreciate sufficiently, if at all. The risks inherent in the
ownership of real estate are, in large part, beyond the control of the Company or the Manager.
14. Risks Related to Potential Development and Construction Delays With Respect to the
Development Activities. If the Members elect to continue to pursue implementing the Development Activities
on the Real Property pursuant to the Mandatory Member Vote on Business Operations, there can be no assurance
that development costs will not increase and exceed the anticipated costs. Depending on negotiations with
contractors or other parties, there may be no guarantor that guarantees on-budget development of the Real
Property. In addition, even if the Manager or any other party were to guarantee on-budget development, any such
guarantee typically would not extend to “force majeure events” and moreover, there can be no assurance that the
Manager or other guarantor will have sufficient resources to satisfy their respective guarantees. If development
costs exceed anticipated costs, the Company’s ability to make cash distributions to Investors may be adversely
affected. In addition, if competition with other similar development projects increases or demand for
development projects contemplated in the Development Option decreases, the return to Investors may be
significantly adversely affected.
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15. The Investors May Not Recover Their Investment Upon Dissolution or Liquidation.
Proceeds from the dissolution or liquidation of CPR Properties and/or the Company, if any, will be distributed to
the respective members only after CPR Properties and the Company satisfy their respective debts, including
claims from creditors and the establishment of reserves that CPR Properties and the Company may deem
necessary for any contingent or unforeseen liabilities or obligations of CPR Properties and the Company. Thus,
the ability of an Investor to recover any portion of its investment will depend upon the amount of funds realized
upon liquidation and the claims to be satisfied therefrom.
16. Uninsured Losses. While CPR Properties may carry liability insurance for the Real Property,
there are certain other types of catastrophic losses that are either uninsurable or not economically insurable. If the
liabilities exceed the level of insurance coverage or arise from the types of losses for which CPR Properties is not
insured, CPR Properties or the Company may be unable to fund such liabilities, which could threaten the viability
of the Company.
17. Hazardous Waste and Environmental Concern. Federal and state statutes impose liability on
property owners or operators for the cleanup of or removal of hazardous substances found on their property
regardless of whether they had any involvement in placing the substance on the property. Additionally, such
statutes allow the government to place liens for such liabilities against affected properties, which liens will be
senior in priority to other liens. State and federal laws in this area are constantly evolving. CPR Properties and
the Manager intend to monitor such laws and take commercially reasonable steps to protect from the impact
thereof. However, there can be no assurance that the Company will be fully protected from the impact of such
laws.
18. Taking of the Property by Eminent Domain. It is possible that portions, or the entirety, of the
Real Property could be taken by governmental authority. Such a taking would result in a forced sale that could
have adverse consequences on your investment. Even though condemning authorities must offer fair market
value for property to be condemned, such a taking could materially and adversely affect an investment in the
Company if the amount the Company receives as compensation for taking is less than the perceived value of the
condemned property.
19. Shares May Be Purchased By the Affiliates of the Company or Other Parties With
Financial Interest in the Offering. Shares may be purchased by an affiliate of the Company, or by other persons
who will receive fees from the Company or CPR Properties. Such purchases may be made at any time and will be
counted in determining whether the required minimum level of purchases has been met for the closing of this
Offering. Investors, therefore, should not expect that the sale of sufficient Shares to reach the specified minimum
(the Minimum Offering Amount), or in excess of that minimum, indicates that such sales have been made to
Investors who have no financial or other interest with respect to the Offering, or who otherwise are exercising
independent investment discretion.
20. The Sale of a Specified Minimum is not Designed as a Protection to Investors or to Indicate
that Their Investment Decision is Shared by Other Unaffiliated Investors. Because there may be substantial
purchases of Shares by affiliates of the Issuer, or other persons who will receive fees or compensation from the
Company or CPR Properties, no individual Investor should place any reliance on the sale of the specified
minimum as an indication of the merits of this Offering. Each Investor must make his or her own investment
decision as to the merits of this Offering.
21. Lack of Independent Legal Counsel. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC is
legal counsel for the Company in connection with the Offering and is not acting as counsel for any of the
prospective Investors. Thus, prospective Investors should not rely on Baker, Donelson, Bearman, Caldwell &
Berkowitz, PC to represent and protect their respective interests. Prospective Investors are accordingly urged to
consult with their own legal and tax counsel and other advisors before investing in the Shares.
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B. ADDITIONAL TAX RISK FACTORS RELATED TO CHARITABLE CONTRIBUTIONS OF
REAL PROPERTY.
ONLY INVESTORS WHO ARE FAMILIAR WITH BOTH REAL ESTATE DEVELOPMENT AS
CONTEMPLATED IN THE DEVELOPMENT OPTION AND CHARITABLE DONATIONS UNDER
FEDERAL TAX LAW, OR WHO HAVE A PURCHASER REPRESENTATIVE WHO IS FAMILIAR
WITH SUCH INDUSTRIES OR TRANSACTIONS, SHOULD CONSIDER MAKING AN INVESTMENT
IN THE SHARES.
1. General Risks of Charitable Contributions of Real Property. A material component of the

Company’s business plan involves the possible charitable contribution of the Real Property by CPR Properties to
the Charitable Organization, in the event that the Charitable Contribution and Alternative Investments Option is
selected by a majority vote of the Members of the Company. Prospective Investors should be aware that
charitable contributions of real property, the appraisal methodologies and techniques used in establishing the
value thereof, and the tax law applicable thereto, have come under significant scrutiny and criticism by Treasury
officials and the IRS in recent years.
2. Conservation Easements donated indirectly by Affiliates of the Company’s Manager have

been audited by the IRS. Several investment funds that closed capital raises in prior years that were organized
and/or managed by the Manager’s affiliate, EvrSource Capital, LLC, have elected to donate conservation
easements on real property owned by such funds, directly or indirectly. Some of these investment funds are
currently, or have previously been, under audit by the IRS. One of these audits settled without adjustment and
another was closed by the IRS (without adjustment) with the right to re-open. The remaining audits are on-going
and the IRS has not yet issued a final examination report. There can be no guarantee that if Investors select the
Charitable Contribution and Alternative Investments Option that the IRS will not audit CPR Properties’s tax
return and disallow all or a portion of the Charitable Deduction. In October 2018, the IRS chose to examine two
(2) EvrSource Capital, LLC sponsored private placement offerings conducted during calendar year 2016. The IRS
is auditing these partnerships under the special rules introduced in the Tax Equity and Fiscal Responsibility Act of
1982 (“TEFRA”). Under the TEFRA rules, instead of auditing each of the partners separately, the IRS audits a
partnership, and then any adjustments (such as a reduction in the amount of the charitable contribution deduction,
penalties, and/or interest charges) resulting from this partnership-level audit are passed through to the partners
based on their ownership percentage in the partnership. Since these two partnerships have just been selected by
the IRS, the IRS Agent is in the process of collecting information through the issuance of Information Document
Requests to EvrSource Capital, LLC and has requested an initial visit with such company. Please see the other
sections that explain the risks and issues relating to an audit by the IRS. To date, there have been no decisions
announced by the IRS with respect to these audits.
3. Possible Impact of Senate Finance Committee Investigation. On March 27, 2019, the Senate
Finance Committee (the “Committee”) launched an investigation into “syndicated conservation easement
transactions.” The Committee sent letters to 14 high-profile sponsors/ real estate promoters who have been
recognized as having significant experience and systematic presence in the real estate investment and
conservation fund industry, seeking information from each as to the “nature of these transactions as well as
[Notice 2017-10’s] effect on compliance with our tax laws.”13 Each of the 14 letters sent by the Committee
requests organizational documents regarding specifically listed partnerships, offering information for each
specified syndicated conservation easement transaction and the process in which the each letter recipient complied
with IRS Notice 2017-10 as well as other Internal Revenue Code provisions. The Manager of the Cold River and
Indian Creek (Mr. Chip Pearson) was a recipient of one of these 14 letters. Mr. Pearson are represented by legal
counsel in both Atlanta and Washington D.C. and have provided the Committee with hundreds of documents
relevant to their inquiry and have otherwise complied with the Committee’s requests for information within the
13
Letter from U.S. Senate Committee on Finance to John Steven Bush 1 (Mar. 27, 2019) (on file with author).
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bounds of federal and state privacy laws with respect to investor’s personal identifiable information. In an attempt
to obtain investor information, the Committee recently issued a subpoena to Mr. Pearson and numerous other
individuals on September 12, 2019. Subsequent written disclosures were made to the Committee in response to
the subpoena. At this juncture, Mr. Pearson believes that he has fully complied with the Congressional subpoena
deadline of October 15, 2019. See “RECENT DEVELOPMENTS -Senate Finance Committee Investigation”
for more information about the Committee’s investigation.
4. Conservation Restrictions. Conservation easements under Section 170(h) of the Code may be
considered as similar in some ways to the outright gift which is proposed as one of the three choices for CPR
Properties’s business plan. In 2013, an IRS official was quoted as saying that there were (at that time) over 200
conservation easement cases docketed with the United States Tax Court.
5. Unique Risks in Valuation of the Real Property. Aside from the general risks associated with
all charitable contributions of real property, there are a number of unique factors associated with the valuation of
the Charitable Donation to consider, including, but not limited to, the valuation methods used by the Appraiser.
While the Appraiser will consider all known and relevant circumstances in its report, there is no assurance that the
IRS will not take a different perspective. In particular, the IRS may challenge the Appraiser’s “highest and best
use” in questioning the valuation of the Charitable Donation.
6. Status of the Investors as “Bona Fide” Partners. As discussed in Section VIII of this
Memorandum, important and basic federal partnership tax rules underlie the transactions contemplated herein.
These concepts involve the interplay of Code Sections 702(a)(4), 704(d), 706(c)(1), and 708(b)(1)(B) and other
provision and Treasury Regulations. The tax rules in the Code and under the Treasury Regulations clearly allow
for CPR Properties’s intended tax treatment, so that if the value and appraisal requirements are met, any potential
attack by the IRS based on the partnership provisions might appear to require the application of the “Economic
Substance Doctrine” mentioned immediately below.
7. Potential Application of the “Economic Substance Doctrine”. Code Section 7701(o) was
added on March 31, 2010, in order to “codify” common law authority which has been around since at least 1935.
Transactions were set aside under the common law version of the economic substance doctrine only if there was
no business or economic purpose other than the avoidance of tax. To date, this doctrine has never been
successfully applied to conservation easement transactions or outright gifts made with appropriate donative intent
under any reported cases to our knowledge. Yet, in the IRS’ continued resistance to conservation easements and
transactions that the IRS considers as similar, the Economic Substance Doctrine remains an argument available in
certain types of cases, and could potentially be used by the IRS to challenge the Charitable Deduction.
8. Risk of Audit. Any audit of the tax returns of CPR Properties, the Company, or any individual
Investor could result in an audit affecting all of the Investors. The IRS has established detailed procedures for
identifying tax returns for examination based on various parameters and criteria, including parameters and criteria
which are not publicly disclosed. One or more of the criteria and parameters established for the IRS for selection
of returns to be audited may be present in the Company or in CPR Properties. In the event that the IRS proposes
any adjustments to income as a result of any such audit, an Investor might incur attorney’s fees, court costs, and
other expenses in connection with contesting a proposed deficiency asserted by the IRS. Adjustment to or audits
of an Investor’s federal income tax return may lead to adjustment to or audits by state tax officials of an Investor’s
state tax return as well. Recent scrutiny of conservation easement transactions in particular, including, without
limitation, the IRS “campaign” announced in September 2018, as well as recent and proposed changes to IRS
forms and reporting requirements for these and similar transactions, increase the likelihood that the Company’s
return and the Investors’ returns might be reviewed by the IRS.
a. If the Company or CPR Properties should be audited, the Company may not
possess sufficient funds to successfully defend an audit, notwithstanding that $450,000 of contingency
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reserves (the “Contingency Reserve Fund”), will be set aside by the Company and maintained for such
needs. Neither the Company LLC Agreement nor the CPR Properties Operating Agreement require any
mandatory additional capital contributions from the Investors or from the Manager. Therefore, there can
be no guarantee that either the Company or CPR Properties will have sufficient funds to successfully
defend against any audit or adjustment of the Charitable Deduction.
b. The Company will make a number of decisions with respect to the tax treatment
of particular transactions on the Company’s tax return. There can be no assurance that all of the positions
taken by the Company will be accepted by the IRS. Such non-acceptance could adversely affect the
Members in a material way.
c. OUT OF PRUDENCE YOU SHOULD ASSUME THAT THE IRS WILL

AUDIT THE TAX RETURNS OF CPR PROPERTIES AND OF THE COMPANY AND THAT SUCH
AN AUDIT COULD RESULT IN THE PROPOSED DISALLOWANCE OF SOME OR ALL OF THE
TAX BENEFITS ANTICIPATED TO BE DERIVED FROM AN INVESTMENT IN THE COMPANY
IN THE EVENT THE CHARITABLE CONTRIBUTION AND ALTERNATIVE INVESTMENTS
OPTION IS SELECTED BY THE MEMBERS. MOREOVER, THE POTENTIAL TAX BENEFITS TO
YOU ARISING OUT OF ANY CHARITABLE DEDUCTION WILL DEPEND UPON YOUR
INDIVIDUAL TAX CIRCUMSTANCES, INCLUDING YOUR EFFECTIVE MARGINAL TAX
BRACKET AND OTHER CHARITABLE CONTRIBUTIONS MADE BY YOU OR AVAILABLE TO
BE CARRIED FORWARD FROM PRIOR YEARS. ACCORDINGLY, YOU SHOULD REVIEW
CAREFULLY THE TAX RISKS DESCRIBED IN THIS OFFERING SUMMARY. YOU ARE TO
CONSULT WITH AND RELY UPON YOUR OWN PERSONAL TAX ADVISORS WITH RESPECT
TO THE TAX CONSEQUENCES ARISING FROM THE PURCHASE OF THE SHARES BEFORE
MAKING A DECISION TO INVEST IN THE COMPANY.
d. YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR

CONCERNING WHETHER THE POTENTIAL CHARITABLE DEDUCTION, OR OTHER
FEATURES OF THE COMPANY’S BUSINESS PLAN AND TAX OBJECTIVES MAY INVOLVE
AN UNACCEPTABLE RISK OF AUDIT OR MAY OTHERWISE CAUSE AN INVESTMENT IN
THE COMPANY TO BE INAPPROPRIATE, GIVEN A PARTICULAR PROSPECTIVE INVESTOR’S
INDIVIDUAL CIRCUMSTANCES.
9. Substantial Valuation Misstatement Penalty. Section 6662 of the Code provides generally for
a penalty of 20% of an underpayment of tax attributable to a substantial valuation misstatement, where such
underpayment of tax exceeds $5,000 for individual taxpayers. The penalty increases to 30% if a taxpayer, who is
a participant in a Listed Transaction, fails to disclose a Listed Transaction on IRS Form 8886 (Reportable
Transaction Statement) or fails to accurately disclose all of the material facts of such a transaction in a filed Form
8886. A substantial valuation misstatement exists where the reported value of a piece of real property is 150.0%
or more of the amount determined to be the correct valuation amount. A 40.0% penalty applies where the reported
value is 200.0% or more of the amount determined to be the correct amount. If all or a portion of the Charitable
Deduction is disallowed based on an overstatement of the value of the Charitable Donation, then one of these
penalties may be applicable.
There can be no assurance that the IRS will accept the amount of the claimed Charitable Deduction in the
event the Members vote for the Charitable Contribution and Alternative Investments Option. Given the
magnitude of the Charitable Deduction that CPR Properties would likely claim, there is a risk that the IRS could
audit CPR Properties’s information return on which such Charitable Deduction is claimed. A successful challenge
by the IRS could result in the disallowance of some or all of the Charitable Deduction taken by CPR Properties
and the Company, with the result that the Members could owe additional tax and interest and possibly a penalty.
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Because neither CPR Properties nor the Company can verify that the Real Property will be determined by
a court to have the value set forth in the final qualified appraisal, there can be no assurance that the value of the
Charitable Deduction will be determined by a court not to result in valuation penalties. Moreover, there is no
reasonable cause exception available with respect to the 40.0% penalty. Accordingly, there can be no assurance
that a valuation penalty will not be applied to an Investor in connection with any valuation adjustment that may be
made by the IRS against CPR Properties and the Company.
To quote from the Tax Court case of Kiva Dunes Conservation, LLC v. Commisioner, “[d]eductions are a
matter of legislative grace, and the taxpayer bears the burden of proving entitlement to any claimed deductions.
Moreover, the Commissioner’s determination of value is normally presumed correct, and the taxpayer bears the
burden of proving that the determination is incorrect.” 14
10. Potential Changes in Law. There can be no assurance that the Code or existing Treasury
regulations thereunder (the “Regulations”) will not be amended in such a manner as to alter the present form of
computing the federal income tax liability of Investors, or to otherwise change in a materially adverse way the
potential tax consequences from an investment in the Shares. Proposed legislative changes have been
identified as a means of increasing the treasury revenues. These types of changes, if enacted, could have a
material adverse effect on the tax benefits which might otherwise arise from an investment in the Shares.
11. Potential for Evolution in Case Law. New case law pertaining to Federal income taxation is
consistently being released. There can be no assurance that the case law will not evolve in such a manner as to
alter the present form of computing the federal income tax liability of Investors, or to otherwise change in a
materially adverse way the potential federal income tax consequences from an investment in the Shares. These
types of changes, if they come to pass, would have a material adverse effect on the tax benefits which might
otherwise arise from an investment in the Shares.
12. Potential Change in IRS Position. The IRS is consistently developing new positions as the state
of tax law evolves. There can be no assurance that the IRS’s position on any issue will not be amended in such a
manner as to alter the present form of computing the federal income tax liability of Investors, or to otherwise
change in a materially adverse way the potential tax consequences from an investment in the Shares. This could
potentially include a position that the IRS has not advanced to date, in relation to the Company’s use of a
combination of IRC Section 170(e), 702(a)(4), and 1223(2) and 263(c) as well as Treasury Regulation Section
1.612-4(a). These types of changes, if they arise, would have a material adverse effect on the tax benefits
which might otherwise arise from an investment in the Shares.
13. Potential Carry-Forward on Deduction. The recent case of Chandler v. Comm’r, 142 T.C. No.
16 (May 14, 2014) in part dealt with a charitable conservation deduction claimed for 2004 under Code Section
170(h). A portion of the deduction in Chandler was carried forward to 2006 under Code Section 170(d). The Tax
Court held that the carry-forward was to be treated as if the taxpayer “reaffirm[ed]” the information pertaining to
the originally claimed deduction. In effect, the tax treatment of a portion of the 2004 deduction became subject to
the rules in effect in 2006, when it was carried forward. Therefore, as discussed above, any potential changes in
the federal income tax laws could materially adversely affect any charitable contribution deduction carried
forward in subsequent years.
14. Qualified Appraisals.
a. PROSPECTIVE INVESTORS SHOULD RECOGNIZE THAT THE VALUATION OF

CHARITABLE CONTRIBUTIONS OF REAL PROPERTY MAY BE CONSIDERED ESPECIALLY
PROBLEMATIC AND HIGHLY SPECULATIVE. THE VALUATION ANALYSIS IS DEPENDENT UPON
14
Kiva Dunes Conservation, LLC v. Comm’r, T.C. Memo 2009-145, at *2 (June 22, 2009) (citations omitted).
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ASSUMPTIONS MADE BY THE APPRAISER. THERE CAN BE NO ASSURANCES THAT THE IRS
WON’T CHALLENGE THE ASSUMPTIONS MADE BY THE APPRAISER.
b. Qualified appraisals are not to be construed as a guaranty of value, or as an assurance that

the value could be maintained on any audit by the IRS. When challenged by the IRS, the resolution of each
valuation issue would depend entirely on the characteristics and conditions of the property under consideration in
the particular reported case.
c. THERE CAN BE NO ASSURANCE THAT THE AMOUNT OF ANY SUCH

CHARITABLE DEDUCTION WOULD NOT BE REDUCED ON AUDIT, BASED ON IRS APPRAISAL
REPORTS INVOLVING MORE CONSERVATIVE ASSUMPTIONS THAN THOSE MADE BY THE
APPRAISER.
15. Tax Court Judge as Trier of Fact. If the tax treatment of the Charitable Donation results in
litigation between the IRS and the Company, the tax court judge will be both the finder of fact and ruler on
matters of law and procedure. This means that the judge weighs the credibility of the witnesses and evidence
presented at trial and also decides what happens at the trial according to laws and rules of procedure. Therefore,
the tax treatment of the Charitable Donation may ultimately rest with a single tax court judge who is designated to
handle the case. The views of the tax court judge designated to handle the case may affect the tax treatment of the
Charitable Donation.
16. Subsequent Value of Charitable Donation. Pursuant to Section 6050L of the Code, any
subsequent disposition of the Real Property by the Charitable Organization within three years of its receipt of the
donation must be reported to the IRS on Form 8282. In some instances, the IRS has taken the position that the
price paid in such a subsequent transfer should be used as the value as of the date of donation. If the Charitable
Organization disposes of the Real Property within three years of the date of the donation for less than the
Appraiser’s appraised value, the value of the Charitable Donation may be affected. There can be no assurance the
Charitable Organization will hold the Real Property for three years.
17. The Principals of the Manager Have Been Involved in Previous Listed Transactions. The
Manager, the principals of the Manager, and their respective affiliates have been involved in previous transactions
which qualify as “Listed Transactions” involving conservation easements or substantially similar transactions. As
such, they have been required to report their involvement in such transactions to the IRS pursuant to Forms 8886
and 8918. Any audit triggered due to their involving in previous listed transactions could cause the IRS to review
other projects and offerings in which they have taken part, including, without limitation, this Offering.
18. Professional Advice. Prior to purchasing any Share in the Company, each prospective Investor
should discuss with his or her tax advisor the tax provisions mentioned above, as well as all other tax provisions.
No attempt is made here to identify all aspects of the tax laws with which each investor in the Company should be
familiar or to analyze in full detail those tax aspects which are mentioned.
19. No Ruling Requests. Neither the Manager, CPR Properties, nor the Company have requested,
nor do they intend to request, any ruling or other guidance from the Internal Revenue Service with respect to any
federal income tax consequences of an investment in the Shares, or in connection with the business and objectives
of the Company and CPR Properties.
DISCUSSION CONCERNING FEDERAL TAX ISSUES IN THIS MEMORANDUM WAS NOT

INTENDED BY BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. TO BE USED,
AND CANNOT BE USED, FOR THE PURPOSE OF (1) AVOIDING PENALTIES UNDER THE CODE
OR (2) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY
TRANSACTION OR TAX-RELATED MATTER ADDRESSED IN THIS MEMORANDUM.
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C. RISKS RELATED TO COMPANY MANAGEMENT.
1. Except for limited circumstances, the management and overall control of the Company is
vested in the Manager, there is a high threshold for the Members to remove the Manager and the Company
indemnifies the Manager. Members’ rights and remedies are therefore limited. The management and
operations of the Company and the use of proceeds raised in this Offering are vested exclusively in the Manager
as provided in the Company LLC Agreement, subject to a limited number of approval rights reserved for the
Members. Thus, unless otherwise provided in the Company LLC Agreement, an Investor, as a minority Member
of the Company, shall have limited rights to participate in the management of the Company. Members must abide
by any action approved by the vote of the Members, even if the Member votes in opposition to any such action or
abstains from voting all together. Accordingly, Members have no authority over the use of proceeds raised in this
Offering or the operation of the Company except as expressly reserved to the Members in accordance with the
terms of the Company LLC Agreement, and will be relying on the judgment of the Manager in respect thereto.
There is no assurance that the Manager will be able to successfully lead the Company to profitability. The
Company LLC Agreement only permits Members to remove the Manager upon a Super-Majority Vote or Written
Consent (75%). Notwithstanding the foregoing, in the event (i) the Manager is adjudged guilty by a court of
competent jurisdiction for any crime involving a felony, theft, embezzlement or moral turpitude, (ii) the Manager
is adjudicated incompetent by a court of competent jurisdiction, (iii) the Manager breaches any material term or
condition of the Company LLC Agreement (subject to notice of the breach and 30-day right to cure), (iv) the
filing of a petition of bankruptcy by the Manager or the Manager's majority owner or manager, (v) the
appointment of a receiver for the Manager or the Manager's manager or majority owner, (vi) the insolvency of the
Manager or the Manager's manager or majority owner, or (vii) the commencement of dissolution or business
termination events for the Manager or the Manager's manager or majority owner, the Manager may be removed
by a Majority Vote or a Majority Written Consent of the Members (not including any Shares held by the Manager
or its affiliates).
D. RISKS RELATED TO CONFLICTS OF INTEREST.
1. The Manager is required to devote to the Company’s affairs only such time as is necessary
for the proper performance of its duties to the Company and may be involved in other pursuits. The
Manager will not devote its full time to the business and affairs of the Company. The Manager and its principal
may be involved in other business activities, including activities that may be competitive with that of the
Company. Under the circumstances, the interests of the Manager or its principal may conflict with the interests of
the Company in various ways. The Investors will have to rely upon the Manager for almost all decisions relating
to the operation of the Company.
2. The Manager and affiliates of the Manager may become involved with real estate
partnerships or limited liability companies, and/or may be sponsors of additional funds organized for
purposes similar to the Company. Certain entities organized by the Manager or affiliates of the Manager in the
future may have the same or similar investment objectives as the Company. As a result, the interests of the
Manager and/or its affiliates may conflict with those of the Company.
3. Certain persons controlling or having business dealings with the Company’s investments,
such as general partners or managing members, developers, and lenders, may be persons with whom the
Manager or affiliates of the Manager do business or desires to do business, independent of the Company’s
investments. Relative to projects in which CPR Properties or the Company invests, the interests of other persons
with whom the Manager or its affiliates does business, or desires to do business with, may be adverse to CPR
Properties or the Company. In pursuing business relationships with such persons, therefore, the Manager’s or
Manager’s affiliates’ interests may conflict with those of CPR Properties or the Company. Such entities may
receive or seek to receive compensation, profits, or other benefits in connection with other transactions, whose
objectives conflict with those of the Company.
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4. The Company has not developed any formal process for resolving conflicts of interest. The
Manager is subject to a fiduciary duty to exercise good faith and act with integrity in handling the affairs of the
Company, and those obligations will govern its actions in all such matters. Nonetheless, the lack of a formal
conflict resolution mechanism could adversely affect the Investors. In such cases, the Manager will resolve
conflicts by exercising its best business judgment in the manner prescribed in the Company LLC Agreement.
5. The Company’s counsel does not represent the Investors. Baker, Donelson, Bearman,
Caldwell & Berkowitz, P.C. represents the Company in connection with this Offering, as well as the
Manager. Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. is not acting as counsel for any of the
prospective Investors. Thus, prospective Investors should not rely on such legal counsel to represent and protect
their respective interests. Prospective Investors are accordingly urged to consult with their own legal advisors
before investing in the Company.
6. In the event the Charitable Contribution and Alternative Investments Option or Investment
Option is selected, the Managers will have control over the deployment of the Investment Reserve, and may
use the Investment Reserve to fund investments controlled by the Managers and/or their affiliates. The
Company will set aside $300,000 of the gross Offering proceeds (the “Investment Reserve”). If the Members
elect to pursue the Charitable Contribution and Alternative Investments Option or the Investment Option, the
Investment Reserve shall be used to make direct or indirect equity and/or debt investments in (A) other additional
income-producing real property, (B) short-term investments in residential or commercial developments, or (C)
other similar alternative investment opportunities unrelated to the Real Property, including, but not limited to,
residential or commercial properties (including multifamily or single family housing, office buildings, shopping
plazas, light industrial and/or warehousing facilities) and undeveloped real property that has significant potential
for short-term or long-term (the “Alternative Investments”). It is expected that such Alternative Investments
may include transactions with affiliates of the Manager and/or co-investment opportunities alongside other
entities managed or controlled by affiliates of the Manager. If the Members vote for the Development Option
pursuant to the Mandatory Member Vote on Business Operations, the Investment Reserve shall instead be used to
fund start-up costs, capital expenditures and provide additional working capital to commence the Development
Activities.
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VIII. FEDERAL TAX CONSIDERATIONS
This ARTICLE VIII does not address all of the U.S. federal income tax consequences to the members of
a limited liability company, and it does not address any state or local tax consequences of such an investment to
any potential Investor. This ARTICLE VIII also does not address any foreign tax consequences of an investment
to any Member of the Company. No attempt is made here to discuss or evaluate the federal, state, local, or
foreign tax effects on any particular prospective Member of the Company. The effect of certain tax consequences
on a Member of the Company will depend, in part, on the Member’s individual tax situation. The following
summary of certain federal tax matters is for convenient reference and is not intended as a substitute for careful
tax planning, particularly since the tax aspects of an investment in the Company are complex and will vary
depending on the overall tax posture of each potential Investor.
INVESTORS ARE STRONGLY ADVISED TO CONSULT WITH THEIR OWN TAX ADVISORS
CONCERNING THE EFFECTS OF THE FEDERAL, STATE, LOCAL, AND FOREIGN INCOME TAX
LAWS WITH SPECIFIC REFERENCE TO THEIR INDIVIDUAL TAX SITUATIONS PRIOR TO
PURCHASING SHARES.
EACH INVESTOR WILL BE REQUIRED TO REPRESENT THAT AS AN OFFEREE HE, SHE, OR

IT HAS RELIED EXCLUSIVELY UPON THE ADVICE OF THE INVESTOR’S OWN ADVISORS AND
REPRESENTATIVES, INCLUDING THE INVESTOR’S TAX AND LEGAL ADVISORS, BEFORE
PURCHASING SHARES. INVESTORS MUST RELY SOLELY ON THEIR ADVISORS WITH RESPECT TO
THE BUSINESS, FINANCIAL, AND TAX CONSEQUENCES OF THIS INVESTMENT, EACH OF WHICH
WILL VARY BASED ON AN INVESTOR’S INDIVIDUAL CIRCUMSTANCES. NO REPRESENTATION
OR WARRANTY OF ANY KIND IS MADE BY THE MANAGER, THE COMPANY OR BAKER
DONELSON WITH RESPECT TO ANYTHING RELATING TO THE COMPANY, THE TAX
CONSEQUENCES OF ANY CHARITABLE DONATION OR TO AN INVESTMENT IN THE COMPANY.
THE TAX AND OTHER MATTERS DESCRIBED IN THIS MEMORANDUM DO NOT IN ANY WAY
CONSTITUTE, AND SHOULD NOT BE CONSIDERED, AS BUSINESS, LEGAL, OR TAX ADVICE.
The following general review is based upon the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), the rules and regulations promulgated thereunder (the “IRS Regulations”), published rulings, and court
decisions, all as in effect on the date of this Memorandum. This ARTICLE VIII does not discuss all of the tax
aspects that may be relevant to a particular Investor and is not intended to be applicable to all categories of U.S.
investors. The following discussion does not purport to be a comprehensive or current description of all relevant
topics.
This ARTICLE VIII is based on various applicable provisions of the Code, certain IRS Regulations,
rulings by the Internal Revenue Service (the “IRS”), and current judicial precedent, all as existing as of the date
of this Memorandum. No assurance can be given that future legislative, regulatory, or administrative changes or
court decisions will not significantly modify the discussion herein. Any such changes or decisions may be
retroactive and thereby be applied to transactions entered into prior to the date of their enactment or release. No
assurance can be given that the IRS will not challenge any of the positions taken by CPR Properties or the
Company. Such challenge, if any, could be successful.
No Private Letter Ruling has been sought from the IRS regarding any matter mentioned in this
Memorandum. BAKER DONELSON DOES NOT REPRESENT ANY INVESTOR OR PROPOSED
INVESTOR, AND DOES NOT ENDORSE OR PROMOTE THE PURCHASE OF ANY MEMBERSHIP
INTEREST IN THE COMPANY. Nothing contained in this Memorandum should be construed as a legal
opinion by Baker Donelson to the Company or any Investor or with respect to any federal income tax
consequences relating to the Company or an investment therein. No assurances can be given that changes in
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existing laws or regulations or their interpretation will not occur after the date of this Memorandum or that any
such future guidance or interpretation will not be applied retroactively.
A. GENERALLY APPLICABLE PARTNERSHIP INCOME TAX CONSIDERATIONS.
Given the size of an investment in one or more Shares, and the experience, knowledge, and sophistication
of each prospective Investor, and the expertise of his, her, or its own advisors, our review will omit basic
partnership treatment under the Code, including the customary pass-through treatment of most tax items, and the
expected cash basis accounting to be followed by the Company and CPR Properties. No advance rulings will be
requested or obtained from the IRS with regard to the classifications of the Company or CPR Properties.
The availability of the Investors to receive the pass-through treatment of the tax deductions is dependent,
in substantial part, upon: (1) the classification of both CPR Properties and the Company as partnerships; and (2)
the classification of the Investors as “partners” of the Company for federal income tax purposes. The IRS has
previously audited and challenged deductions for charitable contributions on various grounds. One such ground
could be that a bona fide partnership does not exist, because the entity is not carrying on sufficient business
activities or that the partnership lacks “economic substance”. As stated above, there are no known reported cases
where the “economic substance doctrine” has been applied to charitable contributions; however, the IRS has made
such challenges involving business tax credits and could attempt to make that argument in the context of
charitable contributions under Section 170 of the Code. See “IRS POSITIONS CONCERNING THE
CHARITABLE DONATION –Potential Application of the Economic Substance Doctrine, Lack of Business
Purpose.”
B. CENTRALIZED PARTNERSHIP AUDIT REGIME.
The Bipartisan Budget Agreement Act of 2015, which was signed into law by President Barack Obama
on November 2, 2015, Public Law 114-74 (the “BBA”), is generally applicable for all partnership tax years
beginning after December 31, 2017 and made significant changes to partnership audit, which were previously
governed by the Tax Equality and Fiscal Responsibility Act of 1982 (“TEFRA”). Section 1101 of the BBA15
created a “centralized audit regime,” whereby tax is generally determined, assessed and collected at the
partnership level.
On February 22, 2019, the IRS published final regulations implementing the BBA, as amended.
Previously under TEFRA, audit proceedings were initiated and determined at the partnership level, and then, if
adjustments were made, the IRS would recalculate the tax liability at the individual taxpayer level, giving each
individual taxpayer-partner the opportunity to assert any applicable taxpayer-level defenses. In contrast, the BBA
provides that any adjustment to a partnership’s items of income, gain, loss, deduction, or credit (and any partner’s
distributive share of such adjustment) is determined at the partnership level, thus, any taxes and penalties (if
applicable) are assessed and collected at the partnership level. See IRC § 6221(a). Therefore, “any legal or factual
determinations underlying any adjustment or determination [ ] are also determined at the partnership level.” Treas.
Reg. § 301.6221(a)-1(a) and (b). As such, under the BBA, individual partners are not entitled to mount their own
defense of the tax position at issue.
The rules under the BBA determine any imputed underpayment by netting each partner’s adjustments of
income, gain, loss, deduction, or credit and multiplying the net adjustment by the highest tax rate in effect for the
year under audit (the “Reviewed Year”). Since the Reviewed Year’s highest tax rate is applied regardless of the
individual partners’ tax rate, the partnership may be liable for higher amounts than if the adjustments were made
at the partner level. The partnership will take all partnership adjustments into account in the year that the audit or
15
As amended by the Protecting Americans from Tax Hikes Act of 2015, Public Law 114-113 (the “PATH Act”), and the Tax Technical Corrections Act of
2018, contained in Title II of Division U of the Consolidated Appropriations Act of 2018, Public Law 115-141 (“TTCA”).
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judicial review is complete (the “Adjustment Year”). As such, the economic burden of an adjustment (and any
related penalties) could be shifted from those who were partners during the Reviewed Year those who are partners
as of the Adjustment Year.
Unless a 6221(b) election is timely filed, opting out of the centralized audit procedures, partners continue
to be required to treat each item of income, gain, loss, deduction, or credit attributable to the partnership in the
same manner as the partnership.16 A partner who fails to treat such items consistently and who does not satisfy
one of the narrow exceptions to this rule may be subject to assessed deficiencies by the IRS. The IRS will treat
any such inconsistency as a mathematical or clerical error. Unlike the prior rules, however, the IRS is not required
under the BBA to issue a notice of deficiency to a particular partner, and such partner is not entitled to request any
adjustment under Code Section 6213(b).
Partners are not held jointly and severally liable for the partnership's tax liability. However, the new audit
rules provide partnerships with an alternative to payment of any imputed underpayment. This alternative
procedure will entitle partnerships to make an election to issue any adjustment to the Reviewed Year partners (the
“Push-Out Election”) within 45 days of the IRS’s notice of final partnership adjustment. The effect of the Push-
Out Election is to push any audit adjustments back up to the Members who were partners during the Reviewed
Year even if they are not still partners at the conclusion of the audit. If a Member’s return is subject to a lower rate
of tax than the rate applied at the partnership level, then the Member may be able to file an amendment to their
prior year tax return coinciding with the audit year to take into account the lower rate. If the partnership makes
this election, which, once made, cannot be revoked without the IRS’s consent, then interest on tax underpayment
will be determined at the partner level and at a higher rate.
Under the BBA, significant power is vested in a designated representative called the “Partnership
Representative”. In the case of CPR Properties and the Company, both the partners and the partnership will be
bound by the actions taken by their Partnership Representatives. The Company LLC Agreement and the CPR
Properties Operating Agreement designate the Manager and the CPR Properties Manager, respectively, as their
Partnership Representatives. As such, if the IRS audits one of the Company’s taxable years then any action or
decision by its Partnership Representative will be the imputed action or decision of each Member. This would
include making or refraining from a Push-Out Election. If the IRS audits either the Company or CPR Properties
and the Push-Out Election has not been made, not only may the Company or CPR Properties incur substantial
expenses in defending such an audit (expenses which it may not have sufficient funds to satisfy), but the
Company or CPR Properties, as applicable, also may be unable to satisfy any assessed tax liability attributable to
an audit adjustment. It is unclear at this time what remedies would then be available to the IRS.
A Section 6221(b) election is only available for partnerships with 100 or fewer qualifying partners may
elect out of these rules. However, partnerships having a partnership or limited liability company as a partner are
not eligible this an opt-out.17 One or more of the prospective Members of the Company may include partnerships
or limited liability companies. Therefore, the Company may not be eligible to opt-out of these rules. If an election
is made to opt-out of the new rules, then the IRS will be required to make a separate audit adjustments on each of
the separate returns of the partners. Because the Company will be treated as a partnership for federal income tax
purposes and is an anticipated partner in CPR Properties, CPR Properties will not be eligible to elect to opt-out
from the partnership audit rules under the BBA.
There is an alternative means of disputing any IRS adjustments. CPR Properties or the Company could
pay the disputed amount in full and sue for a refund in Federal District Court or the Court of Federal Claims.
Particularly if the Charitable Contribution and Alternative Investments Option is selected in the Mandatory
Member Vote on Business Operations, there is a very strong expectation that District Court or Court of Federal
16
See IRC § 6221(b) and Treas. Reg. Section 301.6222-1.
17
See IRC § 6221(b)(1)(C).
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Claims proceedings will not be available to resolve any dispute with the IRS. The organizational documents of the
Company and CPR Properties do not include any mechanism to require that a Member repay his, her, or its share
of any Charitable Deduction, or of any tax benefit sought to be made from it by any Investor.
PROSPECTIVE INVESTORS ARE STRONGLY ENCOURAGED TO CONSULT WITH THEIR

OWN TAX AND FINANCIAL ADVISORS ABOUT THE IMPACT OF THESE PARTNERSHIP AUDIT
PROCEDURES PRIOR TO MAKING AN INVESTMENT WITH THE COMPANY.
C. SOME RULES CONCERNING CHARITABLE CONTRIBUTIONS.
Section 170 of the Code allows a deduction for charitable contributions. The predecessor to Code Section
170 was first enacted in 1917. Since that time, a simple statutory provision has evolved into a complex set of rules
under the Code and voluminous Treasury Regulations. One accounting of this development can be found in
Lindsey, “The Charitable Deduction: A Historical Review and a Look to the Future” at 81 Neb. L. Rev. 1056
(2003).
The treatment of any particular charitable contribution depends on a number of factors, including the form
of the gift, the type of property given, the nature of the recipient donee, and the particular tax circumstances of the
donor. In order to be a “gift,” a transfer must “proceed from a detached and disinterested generosity.” Comm’r v.
Duberstein, 363 U.S. 278 (1960). See, e.g., Weitz v. Comm’r, 56 T.C.M. 1422 (1989); Skripak v. Comm’r, 84 T.C.
285 (1985); and Davis v. Comm’r, T.C. Memo. 2015-88.18 The Supreme Court has stated that the “sine qua non of
a charitable contribution is a transfer of money or property without adequate consideration.” United States v.
American Bar Endowment, 477 U.S. 105, 118 (1986). Also, a “quid pro quo” rule requires that the amount of
any charitable deduction be reduced by the amount of any return benefit received by the taxpayer.
The donation of appreciated property usually yields a deduction equal to the fair market value of the
property. However, if the property would produce gain other than long-term capital gains on a sale, the deduction
will be limited to adjusted cost basis under Code Section 170(e). Long-term capital gain will only result under
Code Section 1222(3) if a capital asset is held for more than one year. Additionally, Section 170(e) will limit the
taxpayer’s deduction for property held by the taxpayer for sale to customers in the course of the taxpayer’s trade
or business. Based on representation and warranties of the Sellers to the Company under Paragraph 3(b)(x)
through Paragraph 3(b)(xii) of the Purchase Agreement, there is no reason to believe that any Charitable
Deduction would be limited as described in Code Section 170(e).
D. IMPACT OF IRS NOTICE 2017-10 ON SYNDICATED CHARITABLE CONTRIBUTIONS OF

REAL PROPERTY.
On December 23, 2016, the IRS published Listing--Syndicated Conservation Easement Transactions,
Notice 2017-10 (“Notice 2017-10”), effective as of the publish date, which designates certain donations of
conservation easements by a syndicated partnership and “substantially similar” transactions as listed transactions
under Section 1.6011-4(b)(2) of the IRS Regulations and Sections 6111 and 6112 of the Code (a “Listed
Transaction””).
Notice 2017-10 appears to be primarily directed at conservation easement transactions (or substantially
similar transactions) that involve pass-through entities where the promoters obtain appraisals that are “greatly”
inflated. See Notice 2017-10, § 1. One requirement for making Notice 2017-10 applicable is if deductions claimed
18
In Davis v. Commissioner, T.C. Memo. 2015-88 (May 6, 2015), the Tax Court ruled in favor of a real estate developer in Texas and held that he was
allowed to claim a charitable deduction for the difference between the fair market value of certain property and the price for which he sold the property to
the charitable organization. In that case, the developer made a bargain sale of undeveloped land (which had an appraised value of $4,100,000) to the
charitable organization for $2,000,000 cash. The developer calculated a $2.1 million charitable contribution deduction as the difference between the $4.1
million appraised value and the $2 million that the charitable organization paid to purchase the land. Notably, the Tax Court rejected the IRS’s argument that
the developer was not entitled to the charitable deduction because he lacked a charitable intent. The Court reasoned that at the time of the sale, the developer
believed that he was selling the subject land to the charitable organization for less than its fair market value and that he intended to transfer the excess value
as a charitable contribution.
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based on fair market value are greater than or equal to 2.5 times the amount of the investors’ investment in the
transaction or their individual basis of their cash contribution to the partnership. The Charitable Donation will not
constitute a conservation easement and will not be literally covered by Notice 2017-10. However, the Charitable
Donation, and related Charitable Deduction, may be considered by the IRS to constitute a substantially similar
transaction as described in Notice 2017-10.
Notice 2017-10 indicates that a conservation easement donation (or a substantially similar transactions) is
a Listed Transaction if:
(i) potential investors receive promotional materials, oral or written, about an investment in a
pass-through entity (which includes a limited liability company) that holds real property, and the potential
investment return includes the possibility of a charitable contribution deduction that equals or exceeds an amount
that is two and one-half times (2.5x) the amount of the investor’s investment;
(ii) the potential investor purchases an interest, directly or indirectly (through one or more tiers of
pass-through entities), in the pass-through entity that holds real property;
(iii) the pass-through entity holding the real property makes a charitable contribution of a
conservation easement to a tax-exempt entity;
(iv) a charitable contribution deduction is allocated to the investor either directly or through other
pass-through entities; and
(v) the investor claims a charitable contribution deduction on a tax return with respect to the
conservation easement.
A participant, which includes, but is not limited to, the investors and the pass-through entity (any tier, if multiple
tiers are involved in the transaction), in a conservation easement donation transaction that is considered a Listed
Transaction must file IRS Form 8886 (Reportable Transaction Statement) with the IRS by attaching a completed
Form 8886 to the participant’s tax return in which the participant claims the charitable contribution deduction.
The participant must also mail a copy of the filled-out Form 8886 to the IRS Office of Tax Shelter Analysis
concurrent with the filing of the related tax return.
An investment in the Company, followed by the affirmative determination to select the Charitable
Contribution and Alternative Investments Option, Rex Road Development and Carl Parker Conservation Option
or the Carl Parker Development and Rex Road Charitable Donation Option pursuant to the Mandatory Member
Vote on Business Operations, and the outright gift of the Rex Road Parcel and/or the qualified conservation
contribution of the Conserved Area of the Carl Parker Parcel (as applicable) to the Charitable Organization, likely
will involve (and Investors should assume it does involve) the specific transaction identified as a “Listed
Transaction” in Section 2 of Notice 2017-10, as a consequence of the Charitable Donation being a “substantially
similar transaction” to a conservation easement donation.
In the event that the Members, pursuant to the Mandatory Member Vote on Business Operations, choose
the Charitable Contribution and Alternative Investments Option, the Manager will take the position that the
Charitable Donation and/or the Qualified Conservation Contribution must be disclosed to the IRS. Each
Member of the Company will then be expected to file IRS Form 8886 with each income tax return on which the
tax effects of the Charitable Donation and/or the Qualified Conservation Contribution is reported.
In addition to the filing requirements associated with Form 8886, a person or entity that is a “Material
Advisor” with respect to a conservation easement donation transaction that is considered a Listed Transaction
must file IRS Form 8918 (Material Advisor Disclosure Statement) with the IRS Office of Tax Shelter Analysis by
the last day of the month that follows the end of the calendar quarter in which the person or entity became a
Material Advisor with respect to the Listed Transaction. A “Material Advisor” is a person who provides any
material aid, assistance, or advice with respect to organizing, managing, promoting, selling, implementing,
insuring, or carrying out any reportable transaction, and directly or indirectly derives gross income in excess of
$10,000 for the material aid, assistance, or advice (a “Material Advisor”). In the event that the Members,
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pursuant to the Mandatory Member Vote on Business Operations, choose the Charitable Contribution and
Alternative Investments Option, Rex Road Development and Carl Parker Conservation Option or the Carl Parker
Development and Rex Road Charitable Donation Option, Baker Donelson will disclose its involvement in the
transaction by timely filing an IRS Form 8886.
The IRS is supposed to provide the Material Advisor with a “Reportable Transaction Number” within
Sixty (60) days of filing a Form 8918. The Reportable Transaction Number is required information for a
participant’s Form 8886, therefore, a participant cannot file a Form 8886 until a Material Advisor obtains a
Reportable Transaction Number by filing the required Form 8918.
If a participant in a Listed Transaction fails to report the Listed Transaction by timely filing a Form 8886,
the participant is subject to a fine of up to 75% of the tax savings (capped at $100,000 for an individual and
$200,000 for entities), pursuant to Section 6707A of the Code. This penalty is in addition to any other penalty
(e.g. accuracy-related penalties), there is no reasonable cause exception to this penalty and the IRS does not have
the authority to rescind the penalty. There are only two ways to contest this Section 6707A penalty assessment in
court: (i) in the United States Tax Court after the IRS has started trying to collect the penalty (including notices
of intent to levy and the filing of tax liens); or (ii) pay the penalty in full and file a lawsuit in the applicable
federal district court seeking a refund.
If an investor participates in a Listed Transaction and a tax increase results from disallowance of the tax
benefits from such Listed Transaction, then a penalty equal to Twenty Percent (20%) of the tax increase
multiplied by the highest income tax rate will be assessed, pursuant to Section 6662A of the Code. Furthermore,
Section 6662A also permits the IRS to impose accuracy-related penalties. In this context, if the participant fails to
disclose the Listed Transaction by filing a Form 8886 or fails to accurately disclose all of the material facts of
such a transaction in a filed Form 8886, the penalty is increased to Thirty Percent (30%) of the amount of the
underpayment. Importantly, any portion of the underpayment on which a Section 6662A penalty is imposed is not
also subject to a gross valuation misstatement penalty under Section 6662(h). But if a Section 6662A penalty is
imposed with respect to a reportable transaction and the relevant facts of such reportable transaction are not
adequately disclosed, you may not be able to avail yourself of any reasonable cause and good faith defense with
respect to such penalty that might otherwise be available for other understatements of tax liability. And, even if
the relevant facts of the reportable transaction are adequately disclosed, the IRS may take the position that a tax
opinion provided by an attorney with respect to a reportable transaction is “disqualified” to provide the basis for a
reasonable cause and good faith defense to penalty relief. Finally, the statute of limitations for an applicable open
tax year may be suspended until one year after the required Form 8886 has been filed. This would result in an
extension of the time in which the IRS could make an assessment with respect to the transaction.
On July 12, 2018, the then-acting IRS Commissioner David J. Kautter sent a letter (the “Kautter Letter”)
to Senator Orrin G. Hatch (R-UT), Chairman of the Senate Committee on Finance, summarizing an IRS review of
Forms 8886 filed pursuant to Notice 2017-10. The Kautter Letter noted for 2016, the IRS was aware of 248
partnerships and limited liability companies which participated in syndicated conservation easements or other
similar transactions. The Kautter Letter noted that of the 248 entities, the IRS has begun enforcement action
against more than 40 (or roughly 16%). The Kautter Letter further noted that, as of July 12, 2018, based on the
IRS’s review of Forms 8886, on average taxpayers received $4.74 of deduction for every $1.00 invested in a
syndicated conservation easement transaction. With respect to the top 10% of transactions, the ratio was $8.23 of
deduction for every $1.00 invested. Acting Commissioner Kautter also noted that the latest data suggest that the
number of syndicated conservation easement transactions have declined since Notice 2017-10 was released.
As stated above, if the Members elect the Charitable Contribution and Alternative Investments Option,
Rex Road Development and Carl Parker Conservation Option or the Carl Parker Development and Rex Road
Charitable Donation Optio, and an Investor claims the Charitable Deduction(s) allocated to it as a result of the
Charitable Donation and/or the Qualified Conservation Contribution, and such Charitable Deduction(s) exceeds
two and one-half times (2.5x) the Investor’s investment in the Company (which the Company expects that it will),
the Manager will take the position that such transaction will be considered a Listed Transaction. Therefore, it is
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expected that one or more entities associated with this Offering will be considered a Material Advisor, and will
need to file and will file a Form 8918 to obtain a Reportable Transaction Number to provide to the Investors for
Form 8886.
It is strongly recommended that each potential investor in the Company consult with its own
independent legal, accounting, tax and other advisors to assure that it understands completely the high tax
risk of an investment in the Company, including the implications of Notice 2017-10, the consequences of
disclosing participation in a reportable transaction on Form 8886, being subject to an IRS audit, the
potential loss of the entire investment including a complete disallowance of deductions by the IRS, and
imposition on the investors of significant penalties and interest including potential elimination of any
reasonable cause and good faith defense with respect to the imposition of such penalties.
E. FORM 8283, SUBSTANTIATION AND REPORTING.
If the Charitable Contribution and Alternative Investments Option, Rex Road Development and Carl
Parker Conservation Option or the Carl Parker Development and Rex Road Charitable Donation Option is
selected in the Mandatory Member Vote on Business Operations, then the Charitable Donation and/or the
Qualified Conservation Contribution will be subject to a variety of substantiation and reporting requirements,
including the following:
▪ Under Code Section 170(f)(8), CPR Properties must receive a contemporaneous written acknowledgment
from the Charitable Organization acknowledging receipt of the donation and including the description of
the property contributed, and whether the Charitable Organization provided goods or services in
consideration for the Charitable Deduction, and if so, a description of the goods or services and an
estimate of their value. CPR Properties must receive the contemporaneous written acknowledgment on or
before the earlier of: (i) the date on which CPR Properties files a federal income tax return for the
applicable tax year or (ii) the due date (including extensions) for filing that return.
▪ Treasury Regulation 1.170A-13(b)(3) will require that CPR Properties maintain written records with
respect to property it donates which include: (i) the manner in which CPR Properties acquired the donated
property, (ii) the approximate date of acquisition, and (iii) the adjusted basis of CPR Properties in the
Real Property.
▪ IRC § 170(f)(11)(D) requires that CPR Properties attach a copy of the qualified appraisal to the applicable
tax return. The IRS also requires that CPR Properties submit a Form 8283 (Noncash Charitable
Contributions) with its federal income tax return, signed by CPR Properties, the Charitable Organization,
and the appraiser, reporting the non-cash charitable contribution of the Real Property. Should the
Charitable Contribution and Alternative Investments Option, Rex Road Development and Carl Parker
Conservation Option or the Carl Parker Development and Rex Road Charitable Donation Option be
implemented, the failure of CPR Properties to timely file an accurate IRS Form 8283 could result in the
entire disallowance of the Charitable Deduction(s). See RERI Holdings I, LLC v. Comm’r (D.C. Cir.
2019), aff’g 149 T.C. No. 1 (July 3, 2017). The Company’s accountant will undertake to see to the filing
requirements for CPR Properties and the Company, to the best of its professional judgment. Once
completed by the accountant, the Manager will furnish a copy of the IRS Form 8283 prepared for CPR
Properties to each Member to be used with and attached to such Member’s federal income tax return in
accordance with Regulation 1.170A-16(f).
Regulation Section 1.170A-16(f)(3) applies a special rule for any “return for any carryover year under
section 170(d)”. CPR Properties and the Company are “flow-through” entities that will not incur income or
deduct items such as the Charitable Contribution. Hence HCL and the Company will not have any “carryover
year” with respect to any Charitable Deduction. Any Member who is entitled to any portion of any Charitable
Deduction for 2020-2025 should discuss Regulation 1.170A-16f(f)(3) and Regulation 1.170A(16)(f)(4 ) with his,
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her, or its own CPA or other tax advisor in order to determine whether it is appropriate to attach any CPR
Properties 2019 IRS Form 8283 to federal returns for such Member’s carryover years.
Another unrelated issue may arise for Members who carryover portions of any Charitable Deduction to
2020-2025. See discussion of Chandler v. Comm’r, 142 T.C. No. 16 (May 14, 2014) regarding changes in law
occurring prior to carryover years.
F. CHARITABLE CONTRIBUTIONS MADE BY PARTNERSHIPS.
For gifts by partnerships, Section 703(a)(2)(C) results in no charitable deduction at the partnership level.
Instead, under Section 702(a)(4), each partner considers “separately” his distributive share of the gift. In effect,
the deduction is passed through and reported on each partner’s return. Charitable contributions made by
partnerships should not be limited by a partner’s “outside” tax basis or investment in the partnership under
Section 704(d) of the Code. This is because of the “separate” treatment of charitable contributions made by
partnerships.
The Treasury addressed the effect of a charitable gift by a partnership in Revenue Ruling 96-11. In that
public ruling, two partners made equal capital contributions to form a partnership. The partnership made a
charitable gift of real property. The Ruling held that the contribution deduction was not subject to the basis
limitations of Code Section 704(d), since charitable gifts by a partnership are “separately stated” items under
Section 702 of the Code. Revenue Ruling 96-11 went on to explain that each partner should reduce his basis in his
partnership interest by his share of the partnership’s basis in the contributed property, but that the basis of each
partner would not be reduced below zero.
Another tax aspect of the partnership that has an impact on the allocation of any charitable contribution
arises from the “varying interest” rules under Code Section 706(d). Pursuant to those rules, where, as in the case
of CPR Properties, the interests of the partners vary during the year, the partnership must account for such varying
interests in allocating the distributive share of income, gain, loss, deduction, and credit to the partners. Pursuant to
the Company LLC Agreement and the CPR Properties Operating Agreement, the Company and CPR Properties
will use the interim closing method and a calendar day convention (unless the Manager, in its sole discretion,
determines another method should be used). The Company’s acquisition of the CPR Properties Interest (such
acquisition, the “Interest Variance”) will cause a variance in interests which will trigger the application of the
“varying interest” rules. Assuming that the CPR Properties Manager elects the use of the calendar day convention,
all items of income, gain, loss, deduction, and credit from CPR Properties which relate to days on or before the
date which the Interest Variance occurred will be allocated 100% to the Sellers (based on ownership percentage),
while all items of income, gain, loss, deduction and credit of CPR Properties which relate to days after the date
which the Interest Variance occurred will be allocated 98% to the Company and 2.0% to the other members of
CPR Properties (pro-rata based on their retained ownership interests).
G. COMPARING AND CONTRASTING THE CHARITABLE DONATION TO CONSERVATION

EASEMENT DONATIONS.
In certain respects, the Charitable Donation is similar to the Qualified Conservation Contribution. Yet,
there are also significant differences. One aspect to an outright gift, when compared to a qualified conservation
contribution (e.g. a conservation easement), is that a taxpayer’s deduction for a charitable contribution is limited
to thirty percent (30%) of the taxpayer’s adjusted gross income (the “30% AGI Limitation”). Any contribution
in excess of the 30% AGI Limitation may be carried forward for five (5) additional years. By contrast, a
“qualified conservation contribution” will be allowed up to 50 percent of a taxpayer’s adjusted gross income (the
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“50% AGI Limitation”) and (b) any contribution in excess of the 50% AGI Limitation may be carried forward
for a period of up to fifteen (15) succeeding years.19
The favored treatment for qualified conservation easements referenced above does not apply to outright
gifts, such as the Charitable Donation. The IRS, under Notice 2007-50, said that the 50% AGI Limitation of Code
Section 170(b)(1)(E) applies only to “qualified conservation contributions”.
Another distinction between conservation easements and real property gifts “in fee” relates to the reality
that the donee of the gifted real property is free to dispose of the property entirely, while in a conservation
easement the donee can only convey (1) to a successor land trust (2) certain identified rights. Accordingly, courts
and the IRS may look to a subsequent disposition of gifted real property made by the donee as evidence of the real
property’s value. If the real property is disposed of by the donee within three years of the donation, the donee
must report the sale under Section 6050L of the Code. Obviously, the report under Code Section 6050L would be
due prior to the expiration of the statute of limitations of the original donor. In addition, any restrictions
(including restrictions on sale) placed on gifted property by the donor must be reported on Form 8283. In general,
these issues do not arise in the context of a conservation easement donation because the conservation easement is
granted in perpetuity and any subsequent sale would be subject to the conservation easement.
Unlike qualified conservation contributions, an outright gift is not specifically done for conservation
purposes. Specifically, under Section 170(h), in order for a charitable contribution to meet the definition of a
“qualified conservation contribution,” the contribution must involve a (i) a qualified real property interest (e.g. a
conservation easement), (ii) given to a qualified organization (e.g. a 501(c)(3) not-for-profit entity) (iii)
exclusively for conservation purposes. See IRC § 170(h)(1) - (3). In order to satisfy the “conservation purpose”
prong under 170(h), the Code recognizes four (4) specified “conservation purposes”:
(i) the preservation of land areas for outdoor recreation by, or the education
of, the general public,
(ii) the protection of a relatively natural habitat of fish, wildlife, or plants, or
similar ecosystem,
(iii) the preservation of open space (including farmland and forest land)
where such preservation is—
(a) for the scenic enjoyment of the general public, or
(b) pursuant to a clearly delineated Federal, State, or local
governmental conservation policy, and will yield a significant
public benefit, or
(iv) the preservation of an historically important land area or a certified
historic structure.
IRC § 170(h)(4)(A).
These labels can be somewhat subjective in nature and are increasingly under attack by the IRS. As such,
there is some advantage of making a fee simple donation to a qualified organization, rather than a qualified
conservation contribution, given the fact that conservation purpose does not have to be proved out. Moreover, to
qualify for a deduction when making a conservation easement contribution, the restrictions on the real property
must be granted “in perpetuity.”20 This requirement can be problematic if: (1) reserved uses are retained by the
conservation easement grantor; or (2) if the donor’s interest in the surface is “severed” from the interest is severed
19
See IRC § 170(b)(1).
20
See 170(h)(2).
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from the interest in subsurface oil, gas, or other minerals such that a third party has the right to mine such
minerals. In certain circumstances, for example, the taxpayer may satisfy the “in perpetuity” requirement under
Regulation Section 1.170A-14(g)(4)(ii) by showing that the “probability” of extraction or removal of minerals by
surface mining is “so remote as to be negligible.”
The “conservation purpose” and “perpetuity” requirements for conservation easements have created
instances where a technical failure of Regulation Section 1.170A-14, which is applicable only to conservation
easement, invalidates the ability the claim the associated charitable contribution deduction. These technical
shortcomings of conservation easement documentation and procedures are sometimes referred to as “foot faults”
and usually result in the entire disallowance of an otherwise meritorious charitable conservation easement.
As stated above, when making an outright gift of real estate, the taxpayer need not be concerned with
establishing either any conservation purpose of the gift or any perpetuity requirement, so concerns about
technical foot faults concerning the same are eliminated. As such, the Manager has determined that an outright
gift provides a better option than a conservation easement contribution because it eliminates the risk that the
conservation purpose would be challenged by the IRS.
H. LIMITATION ON ASSESSMENT AND COLLECTION.
Under Code Section 6501(a), the general rule is that the statute of limitations for assessments expires 3
years after the taxpayer’s return was filed. In the event that the Charitable Contribution and Alternative
Investments Option is chosen and one or more Members carry forward some portion of the Charitable Deduction
to 2020 or later, the portion carried forward will be subjected to a later statute of limitations. If the U.S. succeeds
in it claims of fraudulent conduct in U.S. v. Zak, et al., then those underlying tax assessments could fall within
Code Section 6501(c)(1). Action under Code Section 6501(c)(1) can be commenced at any time.
I. RECENT DEVELOPMENTS.
1. IRS Compliance “Campaign” Regarding Conservation Easements. On September 10, 2018,

the IRS released an announcement that syndicated conservation easement transactions are among five (5) new
compliance “campaigns” to be conducted by the IRS Large Business and International division (“LBI”). The
September 10, 2018 release stated that a goal of LBI is to “identify issues representing a risk of non-compliance
and make the greatest use of limited resources.” The new conservation easement campaign by the IRS could
increase the likelihood of an examination by the IRS of any conservation program.
2. Conservation Easement Proposed Legislation. Legislative proposals introduced in 2017 and
2018 in the U.S. House of Representatives (H.R. 4459 - introduced in November 2017) and U.S. Senate (S.2436 -
introduced in February 2018) would have had a material impact on conservation easements if enacted into law.
However, neither of these proposed bills were voted on by the applicable Congressional Committee or debated on
before Congress. More recent versions of both H.R. 4459 and S.2436 have been similarly proposed in the U.S.
House and the U.S. Senate under the title “Charitable Conservation Easement Program Integrity Act” (the “CE
Integrity Act”). The general purpose of these bills is “to amend the Internal Revenue Code of 1986 to limit the
amount of certain qualified conservation contributions. ” Senate Bill 170 is the Senate version of the CE Integrity
Act and was introduced by Senators Steve Daines (R –Montana) and Debbie Stabenow (D –Michigan) on January
16, 2019. Senate Bill 170 was read twice and referred to the Committee on Finance.21 On March 29, 2019,
Congressmen Mike Thompson (D –California) and Mike Kelly (R –Pennsylvania) co-sponsored H.R.1992, an
identical bill, which was immediately referred to the House Committee on Ways and Means.22 There are currently
21
S.170 - Charitable Conservation Easement Program Integrity Act of 2019, CONGRESS.GOV (last visited Sept. 23, 2019),
https://www.congress.gov/bill/116th-congress/senate-bill/170/titles.
22
H.R. 1992 - Charitable Conservation Easement Program Integrity Act of 2019, CONGRESS.GOV (last visited Sept. 23, 2019),
https://www.congress.gov/bill/116th-congress/house-bill/1992/all-actions. Since its introduction, 13 additional co-sponsors have signed onto the bill.
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6 sponsors in the Senate and 19 sponsors in the House. Organizations such as Land Trust Alliance, the Appraisal
Institute, The Nature Conservancy, and Ducks Unlimited issued a January 18, 2019 letter in support of Senate Bill
170.
The 2017 versions of the proposed legislation initially tried to create a 5-year holding period requirement
for taking deductions in excess of 2.5 times of the investment. In comparison, both the Senate and the House
versions of the CE Integrity Act have a proposed 3-year holding period before any deduction on any value in
excess of 2.5 times adjusted basis may be deducted by any partner. Each version of the CE Integrity Act includes
an exception for certain “family partnerships” which would not be available to CPR Properties or the Company.
Additionally, without addressing any constitutional issues which may arise, both the Senate and House bill seek
retroactive effect, applying to “contributions made in taxable years ending after December 23, 2016.”23
While substantive due process is a concern with retroactive federal tax legislation, tax legislation that is
effective as of the beginning of the calendar year of enactment has routinely been upheld against due process
challenges. See, e.g., “Constitutionality of Retroactive Tax Legislation,” Congressional Research Service, October
25, 2012 and cases cited there.
As of the date of this Memorandum, there has yet to be any forward progress of the CE Integrity Act
since no version has made it out of any committee in either the House or Senate. In the event either bill is enacted
into law, it could have a severe detrimental impact on this transaction and any other future transactions regarding
conservation easement contributions under Section 170(h) of the IRC. Specifically, if the Charitable Contribution
and Alternative Investments Option is elected by the Investor Members under the Mandatory Member Vote on
Business Operations, the contemplated Charitable Deduction might be partially deferred until 2022.
3. Department of Justice Litigation - U.S. v. Zak, et. al. On December 18, 2018 the Department
of Justice filed a lawsuit in the United States District Court for the Northern District of Georgia (1) seeking to
enjoin EcoVest Capital, LLC, one of the largest sponsors of syndicated conservation easement transactions,
several EcoVest Capital, LLC executives (collectively, “EcoVest”), a real property appraiser, Claud Clark
(“Clark”), and a fund promoter, Nancy Zak (“Zak”), from organizing, promoting or selling “syndicated”
conservation easement investments and (2) to disgorge profits derived from promoting the funds. In its 80-page
Complaint, the U.S. Government alleges that since 2009 the “defendants have organized, promoted, or sold (or
assisted in the organization, promotion and sale of) at least 96 conservation easement syndicates…, which
together resulted in “over $2 billion” of federal tax deductions. 24 The case was assigned to U.S. District Court
Judge Amy Totenberg.
The Complaint characterizes each of the 96 transactions as a “‘conservation easement syndication
scheme’25…[which] amounts to nothing more than a thinly veiled sale of grossly overvalued federal tax
deductions under the guise of investing in a partnership.”26 Numbered Paragraph 61 lists eleven “steps” that
together are combined in a typical “highly structured” transaction. The Complaint examines in some detail 4
specific examples of partnership transactions, labelled as partnerships W, X, Y, and Z. According to the
Complaint, in the examples Clark’s valuations inappropriately used a discounted cash flow analysis, ignored
relevant comparable sales, used flawed assumptions, and analyzed unsuitable data in reaching Clark’s opinions of
value. See, generally, numbered Paragraphs 69-111, at pages 24-38 of the Complaint.
Four of the five Counts in the Complaint seek injunctions again the defendants from conduct which is
proscribed by Code Sections 6700, 6694, 6695A, and 7402. The fifth Count asks for the disgorgement of the
“gross receipts” that the named defendants received as a result of the “scheme,” together with prejudgment
interest.
23
Charitable Conservation Easement Program Integrity Act of 2019, S. 170, H.R. 1992, 116th Cong. § 2(b) (2019).
24
Complaint at 3, United States v. Zak, et al, No. 1:18-cv-05774-AT (N.D. Ga. Dec. 18, 2018).
25
Complaint at 2.
26
Id.
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EcoVest filed its response to the Complaint on February 20, 2019, emphatically denying all “allegations
of fraud and other misconduct” and stating that they “look forward to clearing their good name at trial at the
earliest available date….”27. EcoVest’s answer highlights the acceptance of Clark’s qualifications and
methodology by the United States Tax Court. EcoVest cites Kiva Dunes Conservation, LLC v. C.I.R., T.C.
Memo.2009 – 145, where the U.S. Tax Court concluded “Mr. Clark’s testimony is credible and his assumptions
are reasonable and amply supported by the evidence presented at trial and in his report.”28
Additionally, EcoVest notes that the U.S. Tax Court has adopted a definition of “highest and best use”
consistent with the methodology employed by Clark in conducting and providing appraisals. Palmer Ranch
Holdings Ltd. v. Comm’r, 107 T.C.M (CCH) 1408 (T.C. 2014) (citing Whitehouse Hotel L.P. v. Comm’r, 139
T.C. 304, 331 (2012) (quoting The Appraisal Institute of Real Estate 277-278 (13th ed. 2008)) aff’d in relevant
part, 812 F.3d 982 (11th Cir. 2016). This U.S. Tax Court-approved definition is also adopted by the DOJ in the
Complaint.29
On March 2, 2019 and March 26, 2019, respectively, Zak and Clark each individually filed Motions to
Dismiss and Memorandum of Law in support of their Motions. In Ms. Zak’s Memorandum in Support, she cites
Kiva Dunes, BC Ranch II v. Commissioner (867 F.3rd 547 (5th Cir. 2017)) and Pine Mountain Preserve, LLLP v.
Commissioner (T.C. Memo. 2018-214) for the proposition that “all refute the notion that taxpayers can never use
partnerships with multiple investors in connection with conservation easement transactions.”30 Zak’s
Memorandum also states that “[t]he closest thing to ‘authority’ the Complaint cites for its claim that partnerships
may not be used in connection with conservation easements is IRS Notice 2017-10.” Zak’s Memorandum also
points out cases such as Guilzon v. Commissioner, 985 F.2. 819, 825 (5th Cir. 1993) and US v. Busch, 2017 WL
6987666, at 49 (N.D. Tex. 2017), as authority that IRS Notices “are merely announcements or positions of the
IRS, are not authoritative, and are not binding on the courts” and “do not have the force and effect of law.”31
There have been multiple responsive pleadings filed by the parties including the individual DOJ responses
in opposition of Zak and Clark’s distinct motions to dismiss, filed as of April 11, 2019. On June 10, 2019 Judge
Amy Totenberg held a Status Conference where she heard oral arguments on all pending motions, reserving
decision as to each. On June 28, 2019, Judge Totenberg issued an Order denying Zak and Clark their respective
Motions to Stay Discovery, however limiting discovery to the exchange of documents among all parties to the
case until such time as the judge has ruled on all pending Motions to Dismiss. However, as of the date of this
Memorandum, there has been no definitive indication as to when such rulings will occur.
During the June 10th status conference, Judge Totenberg did note that the United States’ request for 50
depositions was of “genuine concern” as “…there is a strong likelihood that most of the ‘customer testimony’
sought by [the United States] may prove cumulative and unhelpful because such customers frequently rely solely
on advice of their brokers….” Consistent therewith, Judge Totenberg’s June 28th Order has initially set a limit of
20 depositions for each party and the initial discovery period will be 8 months.
On July 25, 2019, Judge Totenberg issued an Order, by docket entry only, in response to the DOJ’s
request for clarification as to “whether the Court’s [June 28, 2019] Order permits parties to issue subpoenas for
the production of documents to non-party or third-party witnesses…”. The Court requested the DOJ submit
additional detailed information noting that the DOJ “may seek to cast too wide a net in its issuance of non-party
subpoenas.” The DOJ emailed the Court on July 30, 2019 detailing over three-dozen non-party and third-party
witnesses to be subpoenaed. EcoVest responded on July 31, 2019 largely objecting to the “number of third-party
27
Answer of EcoVest Capital, LLC, Alan N. Solon, and Robert M. McCullough at 1, United States v. Zak, et al, No. 1:18-cv-05774-AT (N.D. Ga. Dec. 18,
2018).
28
Kiva Dunes Conservation, LLC, at *20.
29
Complaint at 53.
30
See U.S. v. Zak, Zak’s Memorandum of Law, at page 21.
31
See also the Treasury Policy Statement released on March 5, 2019 that sub-regulatory guidance, such as Notices, is “not intended to affect taxpayer rights
or obligations independent from underlying statutes or regulations. Unlike statutes or regulations, sub-regulatory guidance does not have the force and effect
of law.”
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subpoena targets and also the apparent plan not to focus the subpoenas on any particular subset of transactions.”
In analyzing the DOJ's list of third-party subpoena requests, the Court agreed with EcoVest in its August 2, 2019
Order that such DOJ discovery request “reaches too broadly.” EcoVest suggested, and the Court subsequently
adopted, an initial limitation of ten (10) third-party subpoenas stating that with the “Plaintiff’s “fire hose” third-
party discovery approach, it is conceivable that the Court could be deluged in Rule 45 motions” from non-parties.
As of the date of this Memorandum, Judge Totenberg has yet to issue an Order on the pending Motions to
Dismiss filed by Zak and Clark but indicated a willingness to allow the United States to amend its Complaint.
4. IRS Labels Conservation Easements as One of its “Dirty Dozen” Transactions to Avoid. On
March 19, 2019, the IRS published its annual news release listing the “Dirty Dozen” abusive tax avoidance
schemes to avoid. 32 Among the list, are “syndicated conservation easements.” The news release labels such
syndicated conservation easements as “a legitimate tax-planning tool that is improperly distorted…” and
therefore, in the eyes of the IRS, being used as a “tax evasion scheme.”
While unsubstantiated by any factual context or evidence, in their news release, the IRS makes an
analogous argument to that of the DOJ’s United States v. Zak case (discussed in detail above), even citing to the
DOJ’s press release.33 According to the IRS, syndicated conservation easements are among the “Dirty Dozen” of
transactions based on the IRS’s overly broad and incredible belief that “promoters obtain an inflated appraisal of
the conservation easement based on unreasonable factual assumptions and conclusions about the development
potential of the real property.”34
The news release notes that while “generally a charitable contribution deduction is not allowed for a
charitable gift of property consisting of less than the donor’s entire interest in that property,” there is a lawful
exception for a “qualified conservation contribution.” Regardless of allegations of inflated appraisals, the news
release does however confirm the validity of claiming charitable contribution deductions “that meet certain
criteria, including exclusive use for conservation purpose.”35
5. Senate Finance Committee Investigation. On March 27, 2019, the Senate Finance Committee
(the “Committee”) launched an investigation into syndicated conservation easement transactions. The Committee
stated its concern about possible misuse of Section 170 of the Internal Revenue Code focusing on the allegation of
transactions using “inflated appraisals” to give taxpayers deductions and “depriv[ing] the federal government of
billions of dollars in revenue.”36
The Committee sent letters to 14 separate fund sponsors/ real estate investment promoters involved in the
conservation industry transactions seeking information from each as to the “nature of these transactions as well as
[Notice 2017-10’s] effect on compliance with our tax laws.”37 Each of the 14 letters sent by the Committee
requests organizational documents regarding specifically listed partnerships, offering information for each
specified syndicated conservation easement transaction and the process in which the each letter recipient complied
with IRS Notice 2017-10 as well as other Internal Revenue Code provisions. The Manager of Indian Creek and
Cold River (Mr. Eugene “Chip” Pearson, Jr.) was a recipient of one of these 14 letters. Based on discussions with
the Manager’s counsel, the Committee is focused on overall policy changes to Section 170(h) particularly, rather
than elimination of the incentive program altogether.
32
Abusive tax shelters, trusts, conservation easements make IRS’ 2019 “Dirty Dozen” list of tax scams to avoid, IRS.GOV (Mar. 19, 2019),
https://www.irs.gov/newsroom/abusive-tax-shelters-trusts-conservation-easements-make-irs-2019-dirty-dozen-list-of-tax-scams-to-avoid.
33
Id.; See also Justice Department Sues to Shut Down Promoters of Conservation Easement Tax Scheme Operating out of Georgia, JUSTICE.GOV(Dec. 19,
2019), https://www.justice.gov/opa/pr/justice-department-sues-shut-down-promoters-conservation-easement-tax-scheme-operating-out.
34
Abusive tax shelters, supra note 47.
35
Id.
36
Grassley, Wyden Launch Probe of Conservation Tax Benefit Abuse, U.S. SENATE COMMITTEE ON FINANCE, https://www.finance.senate.gov/chairmans-
news/grassley-wyden-launch-probe-of-conservation-tax-benefit-abuse (last visited Apr. 23, 2019).
37
Letter from U.S. Senate Committee on Finance to John Steven Bush 1 (Mar. 27, 2019) (on file with author).
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In launching the investigation, Chairman Chuck Grassley confirmed “[t]here are very legitimate purposes
for the conservation easement provisions of the tax code,” focusing on a need for understanding how the tax code
is currently being implemented. Ranking Member Ron Wyden commented that the Committee’s “first concern is
preserving the integrity of the conservation easement program, which has helped protect critical habitat[s] across
the country. The goal of [the Committee’s] bipartisan investigation is to ensure a few bad actors don’t threaten the
program by selling off deductions based on exorbitant appraisals.”38 The Land Trust Alliance, a national land
conservation organization, noted in their response to the Committee’s investigation that “[o]nly a handful of more
than 2,000 conservation easements completed annually are the work of bad actors abusing the system. But these
actors must be stopped.” Notwithstanding the foregoing, if the Committee’s view of conservation easements
change, their policies shift or, if there is a change of control in the U.S. Senate as a result of the 2020 federal
elections, there could be a significant change in the law with respect to conservation easements.
Each letter recipient was required to comply with the Committee’s requests by April 30, 2019 or workout
a disclosure plan to start delivering materials, which Mr. Pearson and the prior principals of EvrSource Capital
complied with and provided the Committee with a series of electronic disclosures on a rolling basis over a course
of three (3) months. However, due to privacy law concerns, EvrSource Capital’s principals and former principals
continuously objected to disclosure of certain investor personally identifiable information. Unsatisfied with this
response, the Committee issued Congressional Subpoenas to Mr. Pearson and EvrSource’s former principals, as
well as to other unrelated individuals of the initial group of 14 who also made similar objections. As a result of
the subpoenas, subsequent written disclosures were made by Mr. Pearson and his former partners to the
Committee on October 15, 2019. At this juncture, Mr. Pearson believes that he has fully complied with the
Congressional subpoenas.
6. IRS News Release on November 12, 2019 – “IRS Increases Enforcement Action on
Syndicated Conservation Easements”. On November 12, 2019, the IRS issued a “News Release” (IR-2019-182),
stating that it would “significantly increase” enforcement actions for “syndicated conservation easements”
(SCETs) which was later republished in various journals, papers, websites, etc. The supposed purpose of the
News Release was to put the public on notice that the IRS is devoting additional resources to enforcement actions
concerning SCETs. The News Release goes on to state that (i) various divisions within the IRS are now
conducting “coordinated audits,” (ii) the IRS’s criminal division has initiated some investigations, (iii) in addition
to auditing participants in SCETs, the IRS is also turning its attention to certain “promoters,” appraisers, tax
return preparers, material advisors, and others, and (iv) the IRS intends to develop and assert all appropriate civil
penalties. As stated above and elsewhere in this Memorandum, the IRS has taken prior actions related to SCETs,
including, issuing Notice 2017-10 characterizing SCETs as “listed transactions,” adding SCETs to the list of
“dirty dozen” transactions in 2019, and getting the DOJ to file the U.S. v. Zak lawsuit at its behest. Despite the
broad assertions contained in the News Release and the media reports, the IRS’s recent claims do not amount to
any new revelations and the Manager’s legal counsel is unaware of any known incidents where criminal
prosecutions has been sought by the IRS or any other governmental agency in connection with partnership
charitable deductions claimed for qualified conservation contributions under Section 170(h) of the Code.39 Almost
immediately after the News Release’s publication, a number of well-known commentators in the conservation
space condemned the measure.40, 41
Additionally, as a recent article in Tax Notes by attorney and advocate Jenny Johnson Ware
contends, the IRS has been effectively moving the goalposts of what it believes are legitimate enforcement actions
against taxpayers, creating a clear conflict with two recently issued Executive Orders by the Trump
38
Grassley, supra note 51.
39
In fact, as reported in Tax Notes on November 14, 2019, during a speech by Commissioner Rettig at the Council for Electronic Revenue Communication
Advancement’s meeting in Arlington, Virginia on November 13, 2019, discussing the recently-announced increase in future enforcement actions, the
Commissioner failed to provide specifics on what steps were to be taken and did not cite any known examples of such criminal prosecutions.
40
See “More Government Missteps on Conservation Easement Deductions,” Pete Sepp, National Taxpayers Union, Nov. 14, 2019
(https://www.ntu.org/publications/detail/more-government-missteps-on-conservation-easement-deductions).
41
See “The IRS is Wrong to Expand Audits of Conservation Easement Agreements,” Tom Herbert, Americans for Tax Reform, Nov. 14, 2019
(https://www.atr.org/Irs-wrong-expand-audits-conservation-easement-agreements).
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Administration that call for regulatory reform, including requiring regulatory agencies like the IRS treat guidance
documents (e.g. Notice 2017-10) as “non-binding both in law and practice.”42 As Johnson Ware also pointed out
in an earlier article back on July 22, 2019, more than 80% of the claimed charitable contribution deduction values
in conservation easement cases reported by taxpayers were upheld in tax court cases where decisions were made
on valuation.43
7. Recent Case Law Developments.
a. Conservation Purpose. In the recent case of Champions Retreat Golf v. Comm’r, T.C.
Memo 2018-146 (September 10, 2018), a claimed 2010 conservation easement of $10,400,000 was totally
disallowed as serving no conservation purpose. The easement was located on the majority of a golf course
located in a gated community in Augusta, Georgia.
Champions Retreat is instructive for the claim that the golf course did not preserve a “relatively natural
habitat”. The undisturbed wetlands, bottomland, riparian forest, and pond habitat accounted for only “a little over
16% of the easement area”. In terms of animal species observed, there was only one rare, endangered or
threatened bird species with a habitat on the easement area. Two non-native grasses were installed on the fairways
and greens, the easement included several man-made water features and there were several chemicals used on the
golf course that had environmental hazards associated with their use. While the Champions Retreat court
acknowledged that some human alteration of a natural habitat will not in itself deny a deduction, however, under
the various facts presented, the Champions Retreat taxpayer did not show “enough to fulfill the conservation
purpose of providing a significant relatively natural habitat.”
b. Debt with Respect to Conservation Easements. At least three Circuits have held that any
mortgage subordination must occur by the time of the conservation easement contribution in order for the
easement to be protected in perpetuity under Code Section 170(h)(5) and Regulation Section 1.170A(g)(2): RP
Golf, LLC v. Comm’r, 860 F.3d 1096 (8th Cir. 2017); Minnick v. Comm’r, 116 AFTR 2d 2015-5137 (9th Cir.
2015); and Mitchell v. Comm’r, 775 F.3d 1243 (10th Cir. 2015). The recent case of Palmolive Building Investors
v. Comm’r, 149 TC No. 18 (October 10, 2017) clarified that the full subordination of any mortgage should also
extend to any right of the mortgagee to receive any insurance proceeds from the encumbered property.
c. Proceeds Clauses in Conservation Easement Deeds. If a condemnation, casualty, or

other extinguishing event occurs with respect to easement property, Regulation Section 1.170A-14(g)(6)(ii)
provides that the conservation purpose of a contribution can nonetheless be protected in perpetuity only if such
event “gives rise to a property right, immediately vested in the donee organization, with a fair market value that is
at least equal to the proportionate value that the perpetual conservation restriction at the time of the gift bears to
the value of the property as a whole at that time.” This “proceeds clause” has spelled trouble recently for
taxpayers in a number of varying situations.
As a case of first impression, Carroll v. Comm’r, 146 T.C. No. 13 (2016), developed a method of
determining Regulation Section 1.170A-14(g)(6)(ii)’s formula “for purposes of calculating the donees’
entitlement to extinguishment proceeds” based upon the fair market value of the conservation easement at the
time of the gift.” The claimed deduction in Carroll, under Code Section 170(h) was wholly disallowed where the
conservation easement provided that the value of the easement on the effective date “shall be the deduction for
federal income tax purposes allowable by reason of this grant, pursuant to Section 170(b) of the Code.”
The IRS recognized that the proceeds provisions are a fertile area in which to seek to attack charitable
conservation easements and has begun to aggressively expand the arguments made beyond Carroll. If the
proceeds attributable to post-easement improvements do not precisely mesh with the dictates of Regulation
42
See “New Executive Orders Shift Conservation Easement Battleground”, Jenny L. Johnson Ware, Tax Notes, Nov. 4, 2019
(https://www.taxnotes.com/tax-notes-federal/charitable-giving/new-executive-orders-shift-conservation-easement-battleground/2019/11/04/2b2np).
43
See “Valuing Conservation Easements: An Empirical Analysis of Decided Cases”, Jenny L. Johnson Ware, Tax Notes, July 22, 2019
(https://www.taxnotes.com/tax-notes-today-federal/appraisals-and-valuations/valuing-conservation-easements-empirical-analysis-decided-
cases/2019/07/22/29ptk).
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Section 1.170A-14(g)(6)(ii), the IRS has argued, then the entire deduction would fail as the conservation purpose
of the contribution will not be considered protected in perpetuity. The IRS position regarding post-easement
proceeds is based on the “bench” opinion in PBBM-Rose Hill v. Comm’r, Docket No. 26096-14 (Oct. 7, 2016).
d. Expectation of Substantial Benefits. In a recent Tax Court case involving a charitable

contribution, the Court held that the developer-taxpayer was not entitled to a deduction for a charitable
contribution of land in transferred to a municipality, because the transfer was done in connection with the
approval of development plans on a master-planned community the developer was developing. Triumph Mixed
Use Investments, III, LLC v. Comm’r, T.C. Memo. 2018-65. In finding that the taxpayer’s transfer of the real
property to the municipality in exchange for the approval of development plans as a “quid pro quo”, the Tax
Court rejected the taxpayer’s claimed charitable contribution, stating that it “precludes a finding of the requisite
donative intent for a charitable gift” because the taxpayer received a “substantial benefit.” Triumph, at 31-36.
A similar result occurred in a recent Tax Court case involving a conservation easement. In
Wendell Falls Development, LLC v. Commissioner of Internal Revenue Service, T.C. Memo 2018-45, the Tax
Court held that no deduction was allowed for a conservation easement granted by the donor with the “expectation
of receiving a substantial benefit.”
The taxpayer in the Wendell Falls case filed a Motion to Reconsider pursuant to Rule 161 and to
Motion to Vacate pursuant to Rule 162 on June 5, 2018, claiming that the court made three (3) errors in its
opinion, which the Tax Court took into consideration and denied both Motions. On the “substantial benefit”
portion of the court’s initial ruling, the taxpayer claimed that the opinion appeared to invalidate the sixth and
seventh sentences of Treasury Regulation 1.170A-14(h)(3)(i), which states in relevant part:
If, as a result of the donation of a perpetual conservation restriction, the donor or
a related person receives, or can reasonably expect to receive, financial or
economic benefits that are greater than those that will inure to the general public
from the transfer, no deduction is allowable under this section. However, if the
donor or a related person receives, or can reasonably expect to receive, a
financial or economic benefit that is substantial, but it is clearly shown that the
benefit is less than the amount of the transfer, then a deduction under this section
is allowable for the excess of the amount transferred over the amount of the
financial or economic benefit received or reasonably expected to be received by
the donor or the related person.
Treas. Reg. § 1.170A-14 (h)(3)(i).
Specifically, the taxpayer claimed: “[t]he Opinion appears to hold that the expectation of
receiving a substantial financial or economic benefit in conjunction with a charitable gift per se disallows the
deduction associated with the gift. However, as discussed below, the Substantial Benefit Regulation provides that
taxpayers can receive such substantial financial or economic benefits in conjunction with conservation easement
donations without having their deductions disallowed, so long as the value of the substantial benefit received is
less than the value of the contributed easement. Treas. Reg. § 1.170A-14 (h)(3)(i) (sixth sentence).” Wendell Falls
Dev. v. Comm’r, T.C. Memo 2018-193 at *4 (Nov. 20, 2018).
Denying the Motion, the Tax Court held that opinion was consistent with the Treasury
Regulations. In reaching this conclusion, the Judge reasoned that:
The seventh sentence of the regulation suggests that a deduction is not precluded
if the expected benefit to the donor of the easement is demonstrably less than the
amount of the transfer... The sentence requires comparison of two variables: (1)
the expected benefit to the donor of the easement and (2) the amount of the
transfer. As relevant to the first variable, the opinion held that “Wendell Falls
donated the easement with the expectation of receiving a substantial benefit.”
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Wendell Falls Dev., LLC v. Comm’r, at *13. That means the expected benefit to
the donor of the easement is high. As relevant to the second variable, the Court
held that “the value of the easement is zero.” Id. at *15. That means the value of
the transfer, i.e., the value of the easement, is zero. It follows that the expected
benefit to the donor is greater than the amount of the transfer. Therefore, the
seventh sentence of the regulation does not require the allowance of a deduction.
Wendell Falls Dev. v. Comm’r, at *5.
As the Triumph case points out that a quid pro quo does not have to be financial, “[we have
observed that medical, educational, scientific, religious, or some other benefits or privileges may constitute
consideration that defeats charitable intent.” Triumph Mixed Use Investments, III, LLC v. Comm’r, at 32.
e. Enhancement Rule. Treasury Regulation 1.17A-14 provides “[i]f the granting of a
perpetual conservation restriction after January 14, 1986, has the effect of increasing the value of any other
property owned by the donor or a related person, the amount of the deduction for the conservation contribution
shall be reduced by the amount of the increase in the value of the other property, whether or not such property is
contiguous.” Treas. Reg. § 1.170A-14 (h)(3)(i). This is known commonly as the “Enhancement Rule.” When a
taxpayer has contiguous or adjacent property, it is standard protocol for the “qualified appraiser” to take into
account any possible enhancement feature and adjust the valuation of the claimed “qualified conservation
contribution” or otherwise note the conservation easement has no effect on such property. However, the
regulation does not specifically limit the Enhancement Rule to just contiguous or adjacent property and could,
arguably, be applied to other property owned by the taxpayer that has at least fifty percent (50%) common
ownership.
In the Wendell Falls case, the taxpayer’s Motion for Reconsideration stated that the original opinion
“appears to invalidate the fifth sentence of section 1.170A-14(h)(3)(i)” contending as follows:
The Opinion appears to hold that enhancement to other property owned by
Petitioner (but not subject to the Easement) in conjunction with its charitable gift
to Wake County per se disallows the deduction associated with the gift.
However, as discussed below, the Enhancement Regulation provides that
enhancement to the value of the other property owned by the donor in
conjunction with a charitable gift does not result in total disallowance of the
donor’s charitable deduction, so long as the enhancement value is less than the
value of the donated easement.
Wendell Falls Dev. v. Comm’r, at *3.
The Tax Court summarily dismissed this claim holding that “[c]ontrary to [the taxpayer’s] contention, the
opinion did not hold that any enhancement to the value of other property held by the donor results in a total
disallowance. Rather, the Court determined that the value of the easement was zero because the highest and best
use of the 125 acres subject to the easement was as parkland and because the easement did not prevent the land
from being put to its best use.” Wendell Falls Dev. v. Comm’r, at *3 - 4.
At first glance, this case seems to signal a departure from prior conservation easement cases which
generally hold that “enhancement” to surrounding donor-owned property reduces the value of the conservation
easement deduction but does not result in a disallowance entirely. Of course, the clarification in the second
Opinion provides some sign that the courts are at least following the language of the regulations (albeit still
affirming an opinion to invalidate a claim deduction under Section 170(h)). It is unclear how these cases may
affect future conservation easement deductions in which enhancement could be an issue.
f. Substantiation Requirements. As noted above, charitable contributions are subject to a

number of substantiation requirements, which the IRS has argued should be strictly construed. Nonetheless, in
certain circumstances, courts have held that compliance with the strict letter of the statute and/or applicable
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regulations is excusable upon a showing of “reasonable cause”, while other courts have sustained taxpayer’s
claims so long as they have “substantially complied” with the substantiation requirements.
In the case of Crimi v. Commissioner, which involved the transfer of more than 65 acres of undeveloped
land from the petitioners to Morris county, New Jersey for $1,550,000 in what was labeled as a part-sale, part-gift
transaction. The petitioners/ taxpayers reported the value of the land at $2,950,000 and claimed a charitable
contribution for the difference in the purchase price. Crimi v. Comm’r, T.C. Memo 2013-51 (Feb. 14, 2013).44
The IRS denied the taxpayer’s claimed deduction on the grounds that they failed to satisfy the strict substantiation
requirements under IRC § 170(f)(11), which requires that for a contribution of property for which a deduction of
more than $500,000 is claimed, taxpayers must obtain and attach to the Federal income tax return first claiming
the deduction a qualified appraisal of the property. The Court, having found that the taxpayers reasonably relied
in good faith on their qualified professionals (their CPAs) in preparing the claim for the deduction, ruled that their
noncompliance with 170(f)(11) was excused for “reasonable cause,” which merely requires that “that the taxpayer
have exercised ordinary business care and prudence as to the challenged item.” (citing U.S. v. Boyle, 469 U.S.
241 (1985)).
In Cave Buttes, L.L.C. v. Commissioner, the taxpayer sold property to the Maricopa Flood Control
District for what it believed was less than fair market value. Cave Buttes, L.L.C. v. Comm’r, 147 T.C. 338 (Sept.
20, 2016). There, the petitioner decided to sell the property to the county after the county denied a number of its
applications to build three (3) luxury homes on 11 acres of land that overlooked a dam. Claiming that the sale was
at less than fair market value, the taxpayer claimed a charitable contribution for the difference. As part of its
denial for the claimed charitable contribution, the IRS argued that the partnership did not comply, whether strictly
or substantially, with the requirement under IRC § 170(f)(11)(D) that the appraisal be attached to the taxpayer’s
return and that both appraisers did not sign the Form 8283. Cave Buttes, L.L.C, 147 T.C. at 351-53. In addition,
the IRS argued that the taxpayer’s appraisal was not a “qualified appraisal” since it did not strictly adhere to
requirements set forth in Treasury Regulation 1.170A-13(c)(3), namely, that (1) it was not prepared by a qualified
appraiser and does not include the qualification of the appraiser who prepared the report; (2) it does not include a
sufficiently detailed or accurate description of the property; (3) it does not include a statement that the appraisal
was prepared for income-tax purposes; (4) the date of value is not the date of the purported contribution; and (5)
its definition of fair market value is not the same definition as in section 1.170A-1(c)(2). Cave Buttes, L.L.C, 147
T.C. at 348-51. The Court disagreed with the IRS and found that “Cave Buttes complied either strictly or
substantially with each of the requirements for a qualified appraisal report,” and held that “[s]trict compliance
with the requirements is sufficient to win a deduction, but it isn’t necessary . . . the requirements of section
1.170A-13 of the Treasury Regulations, were directory rather than mandatory, and asked instead if the taxpayers
had substantially complied with the requirements.” Cave Buttes, L.L.C., 147 T.C. at 349 (citing Bond v. Comm’r,
100 T.C. 32, 41 (1993)).
RERI Holdings I, LLC v. Commissioner, which was affirmed by the Sixth Circuit and also involves a
charitable contribution, illustrates the importance of full compliance with the substantiation rules. RERI Holdings
I, LLC v. Comm’r (D.C. Cir. 2019), aff’g 149 T.C. No. 1 (July 3, 2017). In that case, RERI Holdings, LLC
(“RERI” or “Donor”), a limited liability company taxed as a partnership, purchased a remainder interest in real
property from a partnership for $2.95 million. RERI Holdings, 40 T.C. at 1. The following year, RERI assigned
the remainder interest to the University of Michigan and claimed a $33 million charitable contribution. Id. An
appraisal of the real property valued the remainder interest at $33 million based on the Section 7520 actuarial
tables. Id. at 7. On its Form 8283, the RERI provides the date and manner of its acquisition of the contributed
remainder interest but left blank the "Donor's cost or other adjudicated basis." Id. at 1. Consequently, the IRS
denied the entire deduction. The Tax Court held that the omission of basis information from the Form 8283 was
material and caused the contribution not to have been properly substantiated under Reg. § 1.170A-13(c)(4)(ii)(E).
44
“A taxpayer who makes a bargain sale to charity is typically entitled to a charitable-contribution deduction equal to the difference between the fair market
value of the property and the amount realized from the sale.” Cave Buttes, L.L.C. v. Comm’r, 147 T.C. 338, 348 (2016) (citing Knott v. Comm’r, 67 T.C. 81,
689 (1977); Waller v. Comm’r, 39 T.C. 665, 677 (1963)).
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Id. The doctrine of substantial compliance applies to some of the substantiation requirements, but it requires that
all material information be provided. Id. (citing Bond v. Comm’r, 100 T.C. 32, 40-41 (1993)).
According to the Court, Regs. § 1.170A-13(c)(2)(i)(A)-(B) and § 1.170A-13(c)(4)(ii)(e) require the

taxpayer to attach a completed appraisal summary, including the cost or basis of the property, to its return. The
Court held that the omission of basis information from the Form 8283 was material and caused the contribution
not to have been properly substantiated. Id. at 17. The Court reasoned that the disclosure of cost or other basis is
material because it would allow the IRS to evaluate the reasonableness of the claimed value and alert the IRS to a
potential overvaluation. Id. at 16-17. Thus, RERI’s failure to comply, either strictly or substantially, with the
requirements of Regs. § 1.170A-13(c)(2), required denial in full of its charitable contribution deduction. Id. at 1.
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IX. IRS POSITIONS CONCERNING THE CHARITABLE CONTRIBUTIONS
The case law concerning conservation easements under Code Section 170(h) and charitable contributions
under Code Section 170(a) and the related IRS Regulations is a particularly litigious area which is rapidly
evolving and changing, including IRS positions and court rulings. If these transactions should be examined by the
IRS and adjudicated, there may be case law or IRS interpretations which postdate this Memorandum. 45
A. VALUATION OF THE CHARITABLE DEDUCTION.
As noted in Kiva Dunes Conservation, LLC v. Commissioner, T.C. Memo. 2009-145 (June 22, 2009),
deductions are a matter of legislative grace. The Commissioner’s determination of value is normally presumed
correct. A taxpayer bears the burden of proving both: (1) the entitlement to any claimed deduction; and (2) that
any determination of value by the Commissioner is incorrect.
An outright conveyance in fee of the Real Property would occur if the Charitable Contribution and
Alternative Investments Option were selected through the Mandatory Member Vote on Business Operations. If
the Charitable Donation of the Real Property takes place, then the conservation purpose and perpetuity
requirements such as those applicable to conservation easements would not be required. See “FEDERAL TAX
CONSIDERATIONS -Comparing and Contrasting the Charitable Donation to Conservation Easement
Donations.” If the Charitable Contribution and Alternative Investments Option were selected, an IRS audit may
be expected, given the scope of the claimed Charitable Donation. A major area of likely dispute between the IRS
and CPR Properties in such event could relate to the valuation of the Charitable Deduction.
Using the “Sales Comparison Approach” method of valuation, Tammy M. Duke of RE Appraisal Group,
Inc. (the “Appraiser”) estimated the total value of the Real Property to be $36,372,800, rounded to $36,000,000.
See “Appraisals of the Real Property.” In order to check the accuracy of his estimation, the Appraiser also used
the “Subdivision Development Approach” method of appraisal and employed a Discounted Cash Flow Analysis
(DCF) as a secondary valuation tool and arrived at a similar value of $36,569,782, rounded to $36,570,000.
In accordance with IRS Publication 561 (Revised 4/2007), Determining the Value of Donated Property -
Real Estate (the “IRS Publication”), the Initial Appraisal Report documents adjustment factors such as
accessibility; road frontage; river or creek frontage; location in general (with convenient access to downtown
Atlanta, regional and local medical services, national, regional, and local retail shopping); and public utilities.
See, Initial Appraiser Report, p. 7-9. As stated in the IRS Publication “…differences of opinion may arise
between appraisers as to the degree of comparability and the amount of the adjustment considered necessary for
comparison purposes ….”
The Initial Appraisal Report applied the four tests of whether the proposed development was physically
possible, legally permissible, financially feasible and maximally productive use, and based on readily observed
evidence and logic and concluded that the “Highest and Best Use” of the Real Property is for an Industrial Park
Commercial Development. See Initial Appraisal Report, pp. 3, 28-34 and 164-65.
When the fair market value of land is at stake in an IRS audit, it should come as no surprise that the IRS
will take the view that value is overstated if the issue concerns a taxpayer deduction, like the Charitable
Deduction. At the same time, the IRS position will usually be that the taxpayer understated value if the issue
concerns estate or income tax liability. As discussed in this Memorandum, IRS Notice 2017-10 has as its central
45
“Despite Congress's clear intent to promote easement transactions, however, the IRS has been active trying to weed out what they perceive as “bad”
easements. Unfortunately, these efforts by IRS to find and disallow bad easements have resulted in many good easements being examined and often
deductions being disallowed due to technical problems, inaccurate paperwork or simple disagreement over value issues.” Reprint (and update) from the
proceedings of New York University's 75 Institute on Federal Taxation, Planning for and Defending Conservation Easements in an Adverse IRS
Environment, Ronald A. Levitt, at page 10.
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thesis that conservation easement “promoters” and their appraisers are knowingly marketing “syndications” which
“greatly” inflate claimed deductions under Code Section 170(h). The U.S. Department of Justice is alleging in
U.S. v. Zak that EcoVest, Claud Clark, and the additional defendants engaged in fraudulent conduct of the same
sort. Prospective Investors should be aware that this IRS approach could be applied to charitable gifts, such
as the Charitable Donation. For conservation easement examinations, an initial position of the IRS may be
based on the valuation by an IRS “engineer” who does not abide by the Uniform Standards of Professional
Appraisal Practice.46 An auditor of the Charitable Donation could employ this same “double standard” with
respect to the Real Property.
The case law concerning valuation, whether charitable gifts or conservation easements are involved,
instructs that valuation is a factual matter to be resolved by the court “on the basis of the entire record”. Kiva
Dunes Conservation, LLC v. Comm’r, T.C. Memo. 2009-145, at *8. “Valuation is not an exact science and cannot
be determined with mathematical precision”. Akers v. Comm’r, T.C. Memo. 1984-490. The Court is not required
to accord the testimony of a valuation expert “total acceptance”. Parker v. Comm’r, 86 T.C. 562 (1986). The
Court “may accept or reject an expert opinion in full or in part”. Esgar Corp. v. Comm’r, T.C. Memo. 2012-35,
aff’d by the 10th Circuit on March 7, 2014. One court described the judicial determination as follows: “… value
involves a conjecture, a guess, a prediction, a prophecy …”. Comm’r v. Marshall, 125 F.2nd 943,946 (2nd Cir.
1942).
Given the very nature of the legal approach to the Real Property valuation estimate stated in the Initial
Appraisal Report, the Manager expects that any or all of conclusions reached by the Appraiser would be
challenged by the IRS. The IRS will likely maintain that the Real Property’s actual fair market value was well
below $36,000,00 at the time of the charitable contribution.
B. PARTNERSHIP ASPECTS OF CPR PROPERTIES AND THE COMPANY.
Important and basic partnership tax rules and concepts underlie the tax effect of the possible charitable
contribution contemplated by CPR Properties. The IRS has actively audited and challenged charitable
contributions made by partnerships. In recent cases, the IRS has sought to attack deductions for charitable
donations made by partnerships on multiple grounds. One ground the IRS has used to challenge charitable
contributions made by partnerships is to argue that the partners were not bona-fide partners. The IRS raised this
argument in the recent Historic Boardwalk and Bosque Canyon Ranch cases (discussed below). In both cases, the
IRS claimed that purported partners were not bona-fide partners in their respective partnerships because they did
not have a meaningful stake in the economic success or failure of their partnership. On certain occasions the IRS
has also asserted a disguised sale argument in challenging deductions for charitable contributions made by
partnerships.
C. EARLY CONCERNS ABOUT THE POTENTIAL IMPACT OF “SYNDICATION”.
Several articles and one IRS Notice particularly raised the issue of the “syndication” of conservation
easements well before IRS Notice 2017-10. In IRS Notice 2004-41, the agency stated that it intended to review
promotions of transactions involving improper deductions for conservation easements. In a 2014 presentation,
Karin Gross, Supervisory Attorney with the Office of Chief Counsel in Washington, D.C., was quoted as saying
that the IRS continues to focus attention on syndicated conservation easement transactions. The Land Trust
Alliance has published “warning signs” relative to “syndicated” conservation easement promotions.
46
Under Treasury Regulation 1.170A-17, a “qualified appraisal” is an appraisal document that is prepared by a “qualified appraiser” in accordance
with ”generally accepted appraisal standards,” which is further defined as “the substance and principles of the Uniform Standards of Professional Appraisal
Practice, as developed by the Appraisal Standards Board of the Appraisal Foundation.” 26 C.F.R. § 1.170A-17(a)(1) and (2).
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D. POTENTIAL APPLICATION OF THE ECONOMIC SUBSTANCE DOCTRINE.
A line of case law, and a Regulation promulgated by the IRS itself, may raise questions for a transaction
that includes the pooling of capital for charitable contributions. These inquiries fall under the general rubric of the
“economic substance doctrine.” Simply put, especially in instances where tax avoidance is present, the substance
of the transaction controls over the form of the transaction. The ultimate objective by the IRS could be a
contention that even if the Appraiser’s valuation is substantially upheld, the allocation of 98% of the charitable
deduction would fail in its entirety if the Company were held to not be a bona fide member of CPR Properties.
There are three historical formulations of the economic substance rule: (1) the judicially created economic
substance standard; (2) the “partnership anti-abuse” Regulation Section 1.701-2 promulgated by the Treasury in
1994; and (3) the 2010 Congressionally enacted Code Section 7701(o), which is said to be only a “codification”
of the judicial economic substance model.
1. Economic Substance as a Judicial Doctrine. Transactions might be affected in compliance

with the literal wording of applicable federal tax provisions, even where the true underlying activities produce
results contrary to the spirit of the law. This has sometimes been met with a “standard-based” approach by the
courts, rather than a strict “rule-based” one, particularly in evaluating arrangements for tax avoidance. See,
generally, Jellum, “Codifying and ‘Miscodifying’ Judicial Anti-Abuse Tax Doctrines.” 33 Virginia Tax Review
579 (2014).
Helvering v. Gregory, 293 U.S. 465 (1935) is recognized as the first of the “economic substance”
standards opinions. Prior to a planned sale of stock, the taxpayer inserted a corporate “reorganization” solely in an
attempt to reduce taxes. The taxpayer won at trial, but the appeals court reversed and held for the government.
Fourteen years later, the Supreme Court considered whether a father made his four sons bona fide
partners for tax purposes. Comm’r v. Culbertson, 337 U.S. 733 (1949). The sons did not make any present
contributions of capital or of services. Culbertson held that there was in substance no partnership formed among
the five, despite the filing of partnership tax returns. Culbertson was in effect a father’s attempt to divert taxable
income to his children.
Historic Boardwalk Hall, LLC v. Commissioner, 694 F.3d 425 (3rd Cir. 2012) concerned a putative
partnership between the New Jersey Sports and Exposition Authority (“NJSEA”) and a Pitney-Bowes affiliate
(“PB”). Although NJSEA’s rehabilitation project had already been fully funded by the State of New Jersey, a
partnership (“HBH”) was ostensibly formed between PB and NJSEA considering that NJSEA was a tax-exempt
entity unable to make any use whatsoever of the rehabilitation tax credits under Section 47 of the Code. The
government position was that HBH should be disregarded as a sham partnership under the Economic Substance
Doctrine. The Tax Court sided with HBH, finding that a pre-tax profit was not required in a tax-incentivized
rehab deal. The 3rd Circuit reversed and held for the Commissioner in view of certain special features of the HBH
documentation. PB was protected from any loss by a State-backed guaranteed investment contract and paid in its
funds to HBH only contingent upon qualified rehabilitation expenditures having been made from time-to-time.
Additionally, it was highly unlikely that PB would ever receive any “partnership” distributions because of heavy
HBH debt obligations.
2. The Promulgation By The Department of Treasury of Regulation Section 1.701-2. The rules
of partnership taxation under Subchapter K are considered to be some of the most complex rules in the Code. The
combination of complex and highly technical yet flexible rules in Subchapter K has increasingly led to
partnerships being a prime vehicle of choice for tax avoidance. In 1994, in response to a history of perceived
abuse, the Treasury Department promulgated the Partnership Anti-Abuse Regulation under Regulation 1.701-2.
The Regulation contains two rules: (1) the Abuse of Subchapter K Rule and (2) the Abuse of Entity Rule.
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The Abuse of Subchapter K Rule would allow the IRS to disregard or redefine a partnership transaction if
any principal purpose of the transaction resulted in the substantial reduction of a partner’s aggregate federal tax
liability in a manner “inconsistent with the intent” of Subchapter K.
The Partnership Anti-Abuse Regulations go well beyond a mere clarification of existing law. In point of
fact, this Regulation was clearly intended by Treasury to be “a new weapon,” in addition to existing judicial
doctrines. See Cunningham & Cunningham, The Logic of Subchapter K: A Conceptual Guide to the Taxation of
Partnerships, at 252.
Professor Linda Jellum maintains that the Regulations are either (1) unconstitutional (because in violation
of constitutional separation of powers principles) or (2) at minimum, invalid as beyond Treasury’s authority.
Dodging the Taxman: Why the Treasury’s Anti-abuse Regulation is Unconstitutional, 70 U. Miami L. Review
152. In light of the questions raised by Jellum, the validity of the Partnership Anti-Abuse Regulation may be in
serious doubt. However, any Investor should assume that the Partnership Anti-Abuse Regulations are valid and
will be used by the IRS in any challenge with respect to the Charitable Donation.
The ultimate litigating posture of the government in Nevada Partners Fund, L.L.C. v. United States, No.
10-60559 (5th Cir. 2013) may show that the government is “backing off” the Partner Anti-Abuse Regulation. The
District Court cited the Partnership Anti-Abuse Regulation prominently in its holding for the government. By
contrast, in the 5th Circuit affirmance, the “anti-abuse rule” is mentioned only twice, at page 16 (in reciting the
lower court ruling) and on footnote 32, page 17 and related text, where the Regulation is termed the “alternative
theory” of the government.
3. The Codification of the Economic Substance Doctrine. The Economic Substance Doctrine is a
judicially crafted doctrine which dates back to the United States Supreme Court’s opinion in Gregory v. Helvering
in 1935. Since 1935, the Economic Substance Doctrine has been spelled out in a wide variety of tax avoidance
scenarios. Many diverse and corollary applications have been developed through a long body of judicial decision.
Congress formalized the judicially created doctrine in 2010 by adding Code Section 7701(o). Under Code Section
7701(o) (5)(A), a transaction will be treated as having economic substance only if: (1) the transaction changes the
taxpayer’s economic position in a meaningful way apart from Federal income tax effects (an objective test) and
(2) the taxpayer has a substantial purpose for entering into the transaction apart from Federal income tax effects (a
subjective test). Those with special interest in the codification of the Economic Substance Doctrine may review
Wells Fargo & Co. v. United States, No. 09-CV-2764 (May 24, 2017).
The Company is aware of two cases where the Economic Substance Doctrine has been argued by the
government in connection with charitable conservation gifts. In the Tax Court opinion in Bosque Canyon Ranch,
L.P. v. Comm’r, 110 T.C.M. (CCH) 48 (T.C. 2015), the government filed a summary judgment motion during
preliminary pre-trial proceedings in 2011, in an attempt to end the case prior to any trial on the merits. This
motion was briefed, and then denied from the bench (without any opinion being written). The taxpayers
ultimately lost before the Tax Court on other grounds, but the decision was recently reversed and remanded by the
5th Circuit. B.C. Ranch II, L.P. v. Comm’r of Internal Revenue, 867 F.3d 547 (5th Cir. 2017).
4. Lack of Business Purpose. The IRS could take the positions that (a) a “business purpose” is
necessary to allocate portions of the Charitable Deduction to the Investors; and (b) the income producing
capability from the Alternative Investments is inadequate under all circumstances. However, well accepted case
law may support the Company's position that “detached and disinterested generosity” may serve as a foundation
for the Charitable Deduction.
Maysteel Products, Inc. v. Comm’r, 33 T.C. 1021 (1960), rev'd on other grounds 287 F.2d 429 (7th Cir.
1961), upheld a charitable deduction for a planned sequence of steps undertaken “with no intention that such
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transactions should produce a business profit, gain, or benefit other than that which might result from a
deduction….”
Skripak v. Comm’r, 84 T.C. 285 (1985), concerning taxpayers who subscribed to a “book contribution
plan,” the Tax Court noted that the deduction for charitable contributions was “intended to provide a tax incentive
for taxpayers to support charities. Consequently, a taxpayer's desire to avoid or eliminate taxes by contributing
cash or property to charities cannot be used as a basis for disallowing the deduction for that charitable
contribution.” In evaluating the gifting plan at issue in Skripak the opinion expressly held that “…doctrines such
as business purpose and an objective of economic profit are of little, if any, significance in determining whether
petitioners have made charitable gifts.”
Weitz v. Comm’r, T. C. Memo. 1989-99, dealt with a purchasers' agent who attended bankruptcy auctions
for hospital equipment. He was often accompanied by charity hospital personnel who identified items of interest.
On behalf of high bracket taxpayers, the agent bid on and acquired the chosen equipment and made arrangement
to hold and store it until a twelve-month holding period had been established. Shortly thereafter, the hospital-
picked pieces would be given to the tax-exempt charitable hospital foundation. The government argued that these
dealings lacked donative intent and were primarily motivated to secure a tax deduction. The Tax Court called this
position “…irrelevant and ill conceived. A charitable contribution may be motivated by the basest and most
selfish of purposes as long as the donor does not reasonably anticipate benefit from the donee in return.”
“...[A]lthough we are not unmindful of the tax benefits petitioners received from the contribution, that is not
pertinent to an analysis of donative intent”.
Greenberg v. Comm’r, T.C. Memo. 2018-74 (May 31, 2018), is believed to be the most recent Economic
Substance Doctrine decision. The Greenberg case is notable not for the case itself, which is a relatively straight
forward denial of tax benefits sought by a CPA and attorney, but for the discussion in Greenberg of The Business
of Tax Savings at pages 53-60 of the Tax Court's opinion. There is a good historical account of the Economic
Substance Doctrine and the disregard of partnership used in Son of BOSS and similar transactions. Torres v.
Comm’r, 88 T.C. 702 (1987); Markell v. Comm’r, T.C. Memo. 2014-86; and ASA Investerings Partnership v.
Comm’r, 201 F.3rd 505 (D.C. Cir. 2000), aff'g T.C. Memo.1998-305. Then there is a quotation from Boca
Investerings Partnership v. Comm’r, 314 F.3rd 625 (D. C. Cir. 2003):
The business purpose doctrine applied in ASA Investerings establishes that while taxpayers are
allowed to structure their business transactions in such a way as to minimize their tax, these
transactions must have a legitimate non-tax avoidance business purpose to be recognized as
legitimate for tax purposes.
314 F.3rd 625, 631 (emphasis added). The Greenberg decision goes on to state at T.C. Memo 2018-74, page 54:
“A relatively minor business purpose will not validate a transaction if it's no more than a façade.” (Citing again to
Boca Investerings).
All of the discussion in Greenberg and in the cases it relies on are dealing with claimed business
deductions, and not with charitable deductions. However, there can be no assurance the IRS will not take the
position that the transactions described herein are “no more than a façade.”
There is the possibility that in any audit of the charitable donation the IRS might seek to re-characterize
the charitable donation as being without donative intent. Moreover, prospective investors should know that gift
valuation issues occurred in Skripak and Weitz.
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E. PENALTIES RELEVANT TO THE CHARITABLE DONATION CLAIM.
The IRS frequently seeks to impose civil penalties in connection with the audit of claimed charitable
deductions. If challenged by the IRS, there can be no assurance that one or more of the penalties described below
will not be imposed by a court. If a court were to determine that penalties should be applied, the most likely
possibilities include the following:
1. IRC § 6662 Accuracy Related Penalties. Section 6662 of the Code imposes accuracy related
penalties for misstatements of income tax by a taxpayer. The amount of the penalty is 20% of the portion of the
underpayment to which the section applies. The penalty increases to 30% if a taxpayer, who is a participant in a
Listed Transaction, fails to disclose a Listed Transaction on Form 8886.
There are a number of possible applications of § 6662 in the context of gifts of real property. Section
6662(b)(1) applies when there is a failure to make a reasonable attempt to comply with the tax laws, exercise
reasonable care in return preparation, or careless, reckless or intentional disregard of tax rules and regulations.
Section 6662(b)(2) applies for individuals if the amount of the understatement for the taxable year
exceeds the greater of 10% of the tax required to be shown on the return or $5,000. In the case of a corporation,
the threshold is the lesser of 10% of the tax required to be shown on the return or $10,000. However, this section
will not apply if (i) there was substantial authority for the position taken or (ii) the relevant facts are disclosed in
the tax return and there was a reasonable basis for the position taken.
Section 6662(b)(3) imposes a penalty for “substantial valuation understatement” if the value of the
property claimed on a tax return is 150% or more of the amount ultimately determined to be correct. However, no
penalty will be imposed unless the portion of the underpayment attributable to the valuation misstatement exceeds
$5,000 for individuals or $10,000 for corporations.
If the amount of a valuation misstatement is in excess of 200% of the value that is ultimately determined
to be correct, the IRS may impose a “gross valuation misstatement” penalty equal to 40% of the portion of the
underpayment related to the valuation misstatement.
In the past, the Tax Court has typically not applied the 40% gross valuation misstatement penalty in cases
where the deduction was denied on technical grounds unrelated to the appraised value. However, in Bosque
Canyon Ranch, TC Memo 2015-130, the Tax Court departed from its historical position and imposed a gross
valuation penalty on the taxpayer even though the charitable contribution deduction was denied on grounds other
than the appraised value of the conservation easement. The Tax Court’s position in Bosque Canyon Ranch
suggests that the 40% gross valuation misstatement penalty could be applied in every situation in which a
charitable conservation easement deduction is disallowed, even if the deduction is disallowed on technical
grounds unrelated to the appraisal. In Bosque Canyon Ranch, by the way, the 40% penalty was imposed for a
transaction which was deemed to be a “disguised sale” under Code Section 707(a)(2)(B).
In the case of pass-through entities, the existence of a valuation misstatement is made at the level of the
entity while the dollar threshold is determined at the level of the taxpayer claiming the benefit of the contribution.
The IRC § 6662 accuracy penalty applies only to the portion of an underpayment attributable to one or
more of the misstatements.
2. IRC § 6707A Failure to File Form 8886 Penalty. If a participant in a Listed Transaction fails
to report the Listed Transaction by timely filing a Form 8886, the participant is subject to a fine of up to 75% of
the tax savings (capped at $100,000 for an individual and $200,000 for other entities), pursuant to Section 6707A
of the Code. This penalty is in addition to any other penalty, there is no reasonable cause exception to this penalty
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and the IRS does not have the authority to rescind the penalty. There are only two ways to contest this Section
6707A penalty assessment in court: (i) in the United States Tax Court after the IRS has started trying to collect the
penalty (including notices of intent to levy and the filing of tax liens); or (ii) pay the penalty in full and file a law
suit in the applicable federal district court seeking a refund
3. IRC § 6663 Fraud Penalty. If any part of an understatement is due to fraud, the IRS may seek
to impose a penalty of 75% of the amount of the understatement due to fraud.
If taxpayers become too aggressive, either in preparation of a return or in the conduct of an audit, the IRS
may seek to impose the § 6663 Fraud Penalty. For example, in Pesky v. United States, 111 AFTR2d 2013-470
(DC ID 2013) the taxpayer claimed $3 million deduction for a conservation easement. When the IRS began an
audit of the transaction, the taxpayer was alleged to have concealed the existence of documentation evidencing a
quid pro quo payment. The District Court held that the facts set forth in the government’s pleadings regarding
withholding of information adequately support the government’s assertion of the fraud penalty.
4. IRC § 6664 Reasonable Cause Exception. Code Section 6664 provides for an exception to the
penalty of Code Section 6662 if (1) the taxpayer had reasonable cause for the position taken and (2) the taxpayer
acted in “good faith.” Code Section 6664(c)(3) has additional requirements for charitable deduction property. In
order for a taxpayer to be entitled to the reasonable cause exception, the claimed value must be based on a
“qualified appraisal” made by a “qualified appraiser” and, in addition, the taxpayer must have made a good faith
investigation of the value of the contributed property. There is no disclosure exception to the substantial
valuation misstatement penalty.
Code Section 170(f)(11)(C) requires every donor of a conservation easement to obtain a qualified
appraisal for contributions of property for which a deduction of more than $5,000 is claimed. A qualified
appraisal is an appraisal performed by a qualified appraiser. Code Section 170(f)(11)(E) states that a qualified
appraiser is an appraiser that has received an “appraiser designation from a recognized professional appraiser
organization” (i.e., a licensed appraiser) and that regularly performs appraisals for compensation. IRS Notice
2006-96, 2006-2 C.B. 902 and Treas. Reg §1.170A-13 further elaborate on the requirements for a qualified
appraiser and should be reviewed by the Investor.
To a great extent, the Tax Court’s holdings with respect to penalties in cases involving gifts of real
property depend on the Court’s subjective impression of the credibility of the advisors. 1982 East, LLC v.
Comm’r, T.C. Memo. 2011-84, involved a donation of a façade easement. There was conflicting evidence as to
the good faith of the persons involved in the appraisal and contribution. Although the Court denied any deduction
for the donation of the façade easement, the Court did not impose any penalty due to its conclusion that the
taxpayer relied in good faith on a qualified appraisal made by a qualified appraiser. Again, in the recent case of
Loren Dunlap and Nancy Dunlap v. Comm’r, T.C. Memo 2012-126, although the court disallowed any deduction
for the donation of the conservation easement, the Court held that taxpayers’ reliance on a qualified appraisal was
reasonable. Similarly, in Esgar Corporation v. Comm’r, T.C Memo 2012-35 and in James E. Butler, et al v.
Comm’r, T.C. Memo 2012-72, the Tax Court adjusted the value of the easement downward but did not sustain the
IRS’s imposition of the penalty. In both cases, the Court noted that: (1) the advisor was a competent professional;
(2) the taxpayer provided necessary and accurate information to the professional and (3) the taxpayer relied in
good faith on the appraiser’s judgment. In one of these cases, while not mentioned in the Tax Court’s opinion, the
attorney advising the taxpayer in the course of selecting the appraiser was a nationally known expert in estate
planning. In Whitehouse Ltd. Partnership v. Comm’r, 131 T.C. 112 (2008), vacated and remanded, 615 F.3d. 321
(5th Cir. 2010), on remand 139 T.C. No. 13 (2012), the Tax Court imposed the penalty even though the
partnership had obtained a qualified appraisal by a qualified appraiser but no partner had made a good faith
investigation of value as required by IRC §6664(c)(2).
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5. IRC § 6694 Return Preparers. IRC §6694 imposes a penalty on tax return preparer who
prepares a return or claim for refund with respect to which any part of an understatement is due to an
unreasonable position.
The penalty is the greater of $1,000 ($5,000 in the case of willful or reckless conduct) or 50% of
the income derived of the preparer from preparation of the return.
6. Appraiser Penalty. IRC § 6695A is directed at persons who prepare appraisals intended to
support charitable contribution deductions. The penalty applies when the preparer of the appraisal knew or should
have known that the appraisal would be used in connection with a return or claim for refund and the claimed value
results in a substantial valuation misstatement.
For the IRC § 6695A penalty to apply, there is no requirement of bad faith. All that is required is
that the appraised value be 150% or more of the amount ultimately determined. An appraiser subject to penalties
under § 6695 may be disqualified from presenting evidence at administrative hearings before the IRS. Further, the
probative value of an appraiser’s testimony before the court is greatly reduced if penalties are assessed against an
appraiser.
7. Material Advisors. Material Advisors required to disclose a Listed Transaction on Form 8918
under Code Section 6111 who fail to do so may be subject to the penalty under Code Section 6707. The penalty
imposed pursuant to Code Section 6707 shall be an amount equal to the greater of (i) $200,000 or (ii) 50% of the
income earned from being a Material Advisor to the Listed Transaction (75% in the case of an intentional failure
to file Form 8918). Further, Material Advisors required to maintain lists of investors under Code Section 6112
who fail to do so (or who fail to provide such lists when requested by the IRS within 20 business days) may be
subject to the penalty under Section 6708(a). The Material Advisor shall pay a penalty of $10,000 for each day of
such failure to provide the requested list to the IRS after the 20th business day.
8. Promoters. IRC § 6700 imposes a civil penalty on any person who:
a. organizes or assists in the organization of or participates in the sale of any interest in an

entity, plan or arrangement; and
b. in connection therewith, makes or furnishes (or causes another person to make or

furnish): (1) a statement with respect to the availability of any tax benefit by reason of participating in the
tax shelter that the promoter knows or has reason to know is false or fraudulent as to any matter or (2) a
gross valuation overstatement as to any material matter.
9. Aiders and Abettors. IRC § 6701 imposes a penalty on any person who:
a. aids or assists in or advises with respect to the presentation of any portion of a return or
other document;
b. who knows or has reason to believe that such portion will be used in connection with any
matter arising under the internal revenue laws, and
c. who knows that such portion, if so used, would result in an understatement of the tax
liability of another person.
For the IRC § 6701 penalty to apply, actual knowledge must be shown. Courts have rejected the
“should have known” standard. See, e.g., Gard v. United States, No.1:90-CV-1469-RCF, 92-1 U.S.T.C. ¶50,159
(N.D. Ga. 1992).
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The Eleventh Circuit requires “clear and convincing evidence.” The First, Second, Eighth and
Ninth Circuits are satisfied with the “preponderance of evidence” standard.
Several courts have held that there is no statute of limitations with respect to the IRS’s ability to impose
penalties under Section 6701. See, e.g., Mullikin v. United States, 952 F.2d 920 (6th Cir. 1991), cert den 113
S.Ct. 85 (1992) and Capozzi v. United States, 980 F.2d 872 (2nd Cir. 1992).
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X. IMPORTANT ADDITIONAL INFORMATION
A. LITIGATION.
Neither the Company nor the Manager is engaged in any litigation with respect to this Offering, CPR
Properties, any transactions contemplated pursuant to this Offering, or the Company’s contemplated acquisition of
CPR Properties, and the Manager presently knows of no threatened or pending litigation in which it is
contemplated that the Company will be made a party or which would otherwise adversely affect the Company
with respect to this Offering and CPR Properties.
B. FINANCIAL STATEMENTS AND REPORTS.
The Company will furnish each of its Members, within 90 days after the closing of each calendar year
after the first calendar year, a report of the financial condition of the Company as of the close of such year and of
the results of its operations for such year, prepared without audit by certified public accountants selected by the
Manager, as well as other periodic reports when deemed appropriate by the Manager.
C. FORWARD-LOOKING STATEMENTS.
This Memorandum and other materials that may have been provided to potential Investors in the
Company or statements by representatives of the Manager may include certain “forward-looking statements”
within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of
1995. These statements are based on the Company’s and CPR Properties’s current expectations and assumptions
about future events, which are inherently subject to risks and uncertainties and chanced in circumstances that are
difficult to predict, many of which is beyond the Company’s control. When used in connection with this offering,
the words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “growth
opportunities,” “strategy,” similar expressions and any other statements that are not historical facts, in each case
as they relate to Offering and the Manager are intended to identify those assertions as forward-looking statements.
In making any such statements, the person making them believes that its expectations are based on reasonable
assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and
results to be materially different from those projected or anticipated. These forward-looking statements are
subject to numerous risks and uncertainties, including, among others, the risk factors set forth in this
Memorandum under “RISK FACTORS.” There are various important factors that could cause actual results to
differ materially from those in any such forward-looking statements, most of which are beyond the control of the
Manager, including: the impact of general economic conditions in regions in which the Manager currently or
anticipates to conduct business, industry conditions, legislative or regulatory requirements, changes in the tax
laws, interest rates and access to capital markets, just to name a few. These factors should be considered
carefully, and you should not place undue reliance on the Manager’s forward-looking statements, if any. All
forward-looking statements attributable to the Manager or any persons acting on its behalf are expressly qualified
in their entirety by these cautionary statements. The Manager has no intention and undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise. The actual results or performance with respect to the Company’ assets could and may differ materially
from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurances can be
given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of
them do so, what impact they will have on the results of operations, financial condition or prospects of the
Company or the success of a Member’s investment in the Company.
D. PRIVACY POLICY.
The Company will keep confidential non-public personal information pertaining to each current and
former investor (i.e., information and records pertaining to personal background, investment objectives, financial
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situation, investment holdings, account numbers, account balances and the like) unless the Company is previously
authorized to disclose information to individuals and/or entities not affiliated with the investment advisor,
including, but not limited to the Investor’s other professional advisors and/or service providers (i.e., attorneys,
accountants, investors, insurance agents, broker/dealers, investment advisors, account custodians, and the like); or
is required to do so by judicial or regulatory process; or is otherwise permitted to do so in accordance with
applicable law.
The disclosure of such information contained in any document completed by the investor for processing
and/or transmittal by the investment advisor, investment manager or related entity in order to facilitate the
commencement, continuation, or termination of any business relationship between the investor and/or non-
affiliated third party service provider (i.e., broker/dealer, investment advisor, account custodian, insurance
company, and the like), including information contained in any document completed and/or executed by the
investor for the Company or related entity (i.e., an advisory agreement, investor information form, and the like),
shall be deemed as having been automatically authorized by the investor with respect to the corresponding non-
affiliated third party service provider. Each individual and/or entity affiliated with the investment advisor or
investment manager or related entity is aware of the aforesaid privacy policy and has acknowledged his or her or
its requirement to comply with same. In accordance with this privacy policy, each such affiliated individual
and/or entity shall have access to information to the extent reasonably necessary for the performance of its service
for the investor and to comply with the regulatory procedures and requirements.
E. ACCESS TO THE MANAGER FOR ADDITIONAL INFORMATION.
Prospective Investors should understand that the discussions and summaries of documents referred to in
this Memorandum are not intended to be complete. Such discussions and summaries are subject to and are
qualified in their entirety by reference to those documents themselves. The Company will deliver to any
prospective investor, upon request, a copy of any such document.
Representatives of the Manager will answer all inquiries from prospective investors concerning this
Offering. The Company will afford prospective Investors the opportunity to obtain any additional information in
its possession or that can be acquired with reasonable effort or expense. Please contact CPR Investors, LLC, c/o
EvrSource Capital, LLC, 6435 Shiloh Road, Suite A, Alpharetta, Georgia 30005, Attention: Eugene E. Pearson,
Jr., Manager at (770) 844-0782, ext. 108 or by email at Chip@Evrsourcecapital.com, should you have any
questions.
* * * * *
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XI. INDEX OF DEFINED TERMS
30% AGI Limitation, 65 Interest Variance, 65

50% AGI Limitation, 66 Investment Company Act, vii, 48
Accredited Investors, vi Investment Reserve, iii, 3, 11, 39, 41, 57
Adjustment Year, 60 Investor, ii
Alternative Investments, iv, 3, 11, 39, 41, 57 Investors, 8
Appraisal Review, 2 IRS, 1, 26, 58
Appraiser, 1, 26, 77 IRS Publication, 77
Baker Donelson, vi, viii IRS Regulations, 58
BBA, 59 Kautter Letter, 63
Benefit Plan Investor, 44 LBI, 67
Carl Parker Development, ii, 35 Legal Opinion, 6
Carl Parker Development and Rex Road Charitable Donation Listed Transaction, 61
Option, iii Long-Term Investment, iii, 41
Carl Parker Initial Appraisal Report, 1, 26 Management and Consulting Services Agreement, 30
Carl Parker Parcel, ii, 1, 15, 35 Managers, 2, 4
CE Integrity Act, 67 Mandatory Member Vote on Business Operations, 33
Charitable Contribution and Alternative Investments Option, Material Advisor, 62
iii, 39 Maximum Offering Amount, ii, 2, 5
Charitable Deduction, iii, 2, 28, 39 Member, 1
Charitable Donation, iii, 39 Members, 6
Charitable Organization, iii, 39 Memorandum, ii
Clark, 68 Minimum Investment, ii, 8
Closing Date, 15 Minimum Offering Amount, ii, 2, 5
Code, iii, 39, 43, 58 NJSEA, 79
Cold River, 2, 4, 8, 29, 30 Notice 2017-10, 61
Cold River Consulting Fee, 12, 30 Offering, ii
Cold River Land, 29 Offering Commencement Date, v
Committee, 51, 70 Offering Price, ii, 3, 4
Company, ii, 1, 4, 8 Offering Proceeds, 12
Company LLC Agreement, 2, 4 Offering Termination Date, v, 3, 5, 8
Company Operating Reserve, 3, 12, 31 Operating Agreements, 31
Conservation Area, iii, 39 PB, 79
Conservation Easement, iii Pearson, 29
Contingency Reserve Fund, 3, 12, 31, 53 Pendleton, 29
Covered Persons, 7 Phase I ESA, 22
CPR Properties, ii, 1, 4, 8, 14, 23 Plan Asset Regulations, 44
CPR Properties Interest, 1, 8, 14 Purchase Agreement, ii, 1, 8, 14
CPR Properties Manager, 29 Purchase Transaction, 1, 8
CPR Properties Mandatory Member Vote on Business Push-Out Election, 60
Operations, 33 Qualified Conservation Contribution, iii, 39
CPR Properties Membership Interest Purchase Price, 1, 9, 14 Real Property, ii, 1, 15, 35
CPR Properties Operating Agreement, 4, 9 Regulations, 54
CPR Properties Operating Reserve, 3, 31 Required Capital Contribution, 32
CPR Properties Operating Reserve, 12 Review Appraisal, 28
CPR Properties Required Capital Contribution, 12, 14 Reviewed Year, 59
Developer Termination Fee, 31, 38 Rex Road Development, ii, 35
Development Activities, ii, 1, 8, 35 Rex Road Development and Carl Parker Conservation Option,
Development Fee, 31 iii
Development Option, ii, 1, 8, 35, 47 Rex Road Henry, 1, 8, 14, 23
Disabling Conduct, 7 Rex Road Initial Appraisal Report, 2, 26
Duke, 1 Rex Road Parcel, ii, 1, 15, 35
EcoVest, 68 Riverbend Environmental, 22
Escrow Account, vi SCT, 39
Escrow Agent, vi, 5, 45 SCT Consulting Fee, 12
FEMA, 23, 25 SEC, 5
Final Appraisals, 2, 26 Securities Act, ii, vii
FINRA, 5 Share, ii
Foster, 2, 28 Shares, ii, 3, 4, 8, 43
HBH, 79 Spears, 26
HBU, 1, 26 Subscription Documents, 6
Indemnifiable Items, 7 TEFRA, 51, 59
Indemnitee, 32 USPAP, 2, 28
Indemnitors, 32 WePartner CP, 1, 8, 14, 25
Indian Creek, 2, 4, 8, 29, 30 Zak, 68
Initial Appraisals, 2, 26
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EXHIBIT A
Limited Liability Company Agreement of CPR Investors, LLC
[SEE ATTACHED]
A-1
4815-3794-7053v5
LIMITED LIABILITY COMPANY AGREEMENT
OF
CPR INVESTORS, LLC,
a Delaware Limited Liability Company.
(Managers-Managed)
Dated as of: November 26, 2019
THE MEMBERSHIP INTERESTS DESCRIBED HEREIN AND DENOMINATED AS

SHARES (THE “SHARES”) HAVE NOT BEEN REGISTERED UNDER THE FEDERAL
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED
OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (“STATE
ACTS”), AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144
UNDER THE SECURITIES ACT. SUCH MEMBERSHIP INTERESTS WERE ISSUED IN
RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION CONTAINED IN
SECTIONS 3(b)(1), 4(a)(2) or 4(a)(5) OF THE SECURITIES ACT AND APPLICABLE
EXEMPTIONS FROM REGISTRATION OR QUALIFICATION UNDER THE STATE ACTS.
THE SHARES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT
UNDER THE SECURITIES ACT AND THE STATE ACTS, OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OR
REGISTRATION OR QUALIFICATION UNDER THE STATE ACTS, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR
QUALIFICATION IS NOT REQUIRED. ALL SHARES ARE GOVERNED BY THE TERMS
OF THIS LIMITED LIABILITY COMPANY AGREEMENT, INCLUDING THE
ADDITIONAL TRANSFER RESTRICTIONS CONTAINED HEREIN AND MAY ONLY BE
TRANSFERRED IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. BASED
UPON THE FOREGOING, EACH HOLDER OF SHARES MUST BE PREPARED TO BEAR
THE ECONOMIC RISK OF AN INVESTMENT THEREIN FOR AN INDEFINITE PERIOD OF
TIME.
4835-4602-9741v7
LIMITED LIABILITY COMPANY AGREEMENT
OF
CPR INVESTORS, LLC,
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CPR

INVESTORS, LLC, a limited liability company organized pursuant to the Act, is entered into and shall
be effective as of November 26, 2019 (the “Effective Date”), by and among the Persons executing this
Agreement as Members and the Managers, as well as any and all other future Members of the Company
(by execution of a written agreement to be bound by the terms of this Agreement).
W I T N E S S E T H:
WHEREAS, the Company was organized under the Delaware Limited Liability Company Act on
September 30, 2019, pursuant to the filing of its Certificate of Formation with the Delaware Secretary of
State’s Office; and
WHEREAS, the Members have executed this Agreement inter alia to regulate and establish the
internal affairs of the Company, to govern the relations of the Members and Managers, to establish
restrictions on the transferability of Shares, and to establish the applicability or inapplicability of certain
default provisions under the Act.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants expressed
below, and other valuable consideration, the receipt and sufficiency of which are acknowledged, the
parties hereto, intending to be legally bound, hereby certify and agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.1. General Definitions. For purposes of this Agreement, unless the context clearly
indicates otherwise, the following terms have the meanings set forth below:
(a) “Act” means the Delaware Limited Liability Company Act as set forth in
Delaware Code Section 18-101, et seq., as amended from time to time.
(b) “Agreement” means this Limited Liability Company Agreement, as executed and
as it may be amended, modified, supplemented or restated from time to time, as the context requires, and
shall have the same meaning as the term "Limited Liability Company Agreement" as such term is used in
the Act.
(c) “Alternative Investments” shall have the meaning specified in Section 5.2(b).
(d) “Arbitrator” means a Person selected in accordance with Section 8.2 of this
Agreement to resolve a Dispute.
(e) “Assignee” means a Person who is a transferee of an interest in the Company

under a transaction consented to by the Managers under Section 3.5 of this Agreement, but who is not
specifically admitted as a Member.
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(f) “Assignment” means any voluntary or involuntary transaction, proceeding or
action which affects any right, title or interest in or to all or any portion of a Member’s Shares, including,
without limitation, the death, Disability, or Event of Bankruptcy of a Member, and any purported transfer
of a Shares pursuant to a decree of divorce or an agreement of separation of a Member and such
Member's spouse.
(g) “Association” means the American Arbitration Association and, in the event that
the American Arbitration Association ceases to exist or to provide rules concerning commercial
arbitration, any comparable or successor Person selected by the Managers.
(h) “Authorized Person” means and includes any Person who has been authorized to
take any specified actions under this Agreement or through a written designation of the Managers.
(i) “Capital Account” means, with respect to a Member, the bookkeeping account
determined and maintained by the Company in the manner set forth in Section 6.2 hereof.
(j) “Capital Call” shall have the meaning specified in Section 5.2(a).
(k) “Capital Contribution” means, as of any date, with respect to any Member, the
aggregate amount of cash, cash equivalents, promissory obligations or the Fair Market Value of other
property which such Member contributes or is deemed to have contributed to the Company pursuant to
Article V (net of liabilities assumed by the Company from such Member and liabilities to which any such
contributed property is subject) as of the date in question.
(l) “Capital Contribution Loan” shall have the meaning specified in Section 5.2(b).
(m) “Carl Parker Development and Rex Road Charitable Donation Option” shall
have the meaning specified in Section 3.7(e).
(n) “Carl Parker Parcel” means two tracts of primarily unimproved real property
containing, in the aggregate, approximately 44.57 acres, more or less, located in Henry County, Georgia,
which is titled in the Property Entity’s name and is more fully described on Exhibit A attached hereto.
(o) “Certificate of Cancellation” means a certificate of cancellation for the

Company, as contemplated by Section 18-203 of the Act, and executed by one (1) or more Authorized
Persons.
(p) “Certificate of Formation” means the certificate of formation for the Company,
filed with the Delaware Secretary of State on September 30, 2019, as the same may be amended from
time to time.
(q) “Charitable Contribution and Alternative Investments Option” shall have the
meaning specified in Section 3.7(b).
(r) “Charitable Donation” shall have the meaning specified in Section 3.7.
(s) “Charitable Organization” means Southern Conservation Trust, Inc., a 501(c)(3)

not-for-profit entity, or any other qualified organization under Section 170(b)(1)(A) of the Code,
including, but not limited to, a 501(c)(3) charitable organization, a church, an educational organization, a
“governmental unit” referred to in Section 170(c)(1)(A) of the Code or a private foundation referred to in
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Section 170(b)(1)(F) of the Code, the final identity of which shall be determined by the Managers in their
sole discretion.
(t) “Claim” means and includes all claims, demands, actions, suits, or proceedings
(civil, criminal, administrative, or investigative).
(u) “Closing Date” means the date on which the Company consummates its rights
under the Purchase Agreement and acquires the CPR Interest.
(v) “Code” means the United States Internal Revenue Code of 1986, as amended.
(w) “Company” means CPR Investors, LLC, a limited liability company formed
under the laws of the State of Delaware, and any successor limited liability company.
(x) “Company Operating Reserve” shall have the meaning specified in Section 7.5.
(y) “Company Property” means any Property owned or acquired by the Company.
(z) “Conservation Area” shall have the meaning specified in Section 3.7 below.
(aa) “Conservation Easement” means a conservation easement which satisfies all the
requirements of Code Section 170(h), including, without limitation, the requirement that the grantee be a
“qualified organization,” as defined in Code Section 170(h)(3).
(bb) “Contingency Reserve Fund” shall have the meaning specified in Section 7.6.
(cc) “Contributing Member” shall have the meaning specified in Section 5.2(b).
(dd) “CPR Interest” means between a 95% and 99% equity interest in the Property
Entity, which the Company is to acquire from the current members of the Property Entity.
(ee) “Date of Formation” means September 30, 2019.
(ff) “Defaulting Member” shall have the meaning specified in Section 5.2(b).
(gg) “Development Activities” shall have the meaning specified in Section 3.7.
(hh) “Development Option” shall have the meaning specified in Section 3.7(a).
(ii) “Disability” means, with respect to Member, the determination of a court of

competent jurisdiction that such Person is incompetent to manage his, her, or its person or property.
(jj) “Dispute” means and include any controversy or claim between; (i) any Member
(or Assignee) and any Manager, (ii) any Member (or Assignee) and the Company, or (iii) any Manager
and the Company, arising under or in connection with this Agreement.
(kk) “Dispute Notice” means a Notice given by a Manager to a Member or Assignee,

or by a Member or Assignee to a Manager, as applicable, in order to resolve a Dispute in accordance with
this Agreement.
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(ll) “Disputing Party” means and includes any Manager, the Company, or any
Member or Assignee who has given or received a Dispute Notice, as applicable.
(mm) “Distribution” means a distribution made by the Company to a Member, whether

in cash, property or securities of the Company and whether by liquidating distribution or otherwise based
on the number of Shares held by a Member; provided, that, none of the following shall be a Distribution:
(a) any redemption or repurchase by the Company or any Member of any Membership Interest, (b) any
recapitalization or exchange of securities of the Company, (c) any subdivision (by split or otherwise) or
any combination (by reverse split or otherwise) of any outstanding Membership Interest or (d) any fees or
remuneration paid to any Member in such Member’s capacity as an employee, officer, consultant or other
provider of services to the Company.
(nn) “Event of Bankruptcy” means the occurrence with respect to a Member of any
one or more of the events described in Section 18-304 of the Act.
(oo) “Fair Market Value” of any asset at any time means the fair market value of the
asset in question, as determined in the good faith judgment of the Managers.
(pp) “Governmental Authority” means any (a) nation, state, county, city, town,
village, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other
government; (c) governmental authority of any nature (including any governmental agency, branch,
department, official or entity, and any court, arbitrator, mediator or other tribunal) including the United
States Securities and Exchange Commission and the various state securities commissions; or (d) body
entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power having the force of law.
(qq) "Hearing Date" means the date set by the Arbitrators to hear an arbitration under
Section VIII of this Agreement with respect to a Dispute.
(rr) “Indemnified Person” means and includes (i) Managers; (ii) a former Manager;
and (iii) any other Person who is accorded such status by the Managers, which may include, without
limitation, Members, former Members, and any Person who is or was serving at the request of the
Managers in any capacity in connection with the business or affairs of the Company.
(ss) “Indemnity Claim” means and includes any and all Claims in which any
Indemnified Person may be involved, or threatened to be involved, as a party or otherwise, by reason of
(i) such Person’s present or former status as an Indemnified Person or (ii) any action taken or omitted in
any such capacity.
(tt) “Indemnity Expense” means and includes any and all loss, claims, damages,
liabilities, expenses, judgments, fines, settlements, and other amounts, including, without limitation,
attorneys’ fees and paralegal charges, arising from any and all Indemnity Claims.
(uu) “Initial Manager” shall have the meaning specified in Section 4.2.
(vv) “Initial Capital Contributions” shall have the meaning specified in Section 5.1.
(ww) “Investment Option” shall have the meaning specified in Section 3.7(c).
(xx) “Investment Reserve” shall have the meaning specified in Section 7.5.
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(yy) “Majority Vote” means the vote of one or more Members of the Company,
whose Shares, when taken together, exceeds fifty percent (50%) of the aggregate total of all Shares issued
and outstanding to all the Members.
(zz) “Majority Written Consent” means a written consent to the taking or omission of
any action required or permitted to be taken by Members under this Agreement which is signed by or on
behalf of Members entitled to grant or withhold consent with respect to such action whose Shares
represent a Majority Vote of all the Members.
(aaa) “Manager(s)” shall have the meaning specified in Section 4.1.
(bbb) “Mandatory Member Vote on Business Operations” shall have the meaning
specified in Section 3.7 below.
(ccc) “Member” means each of the initial Members, as well as any other Person who
may be admitted as a Member, but such term shall not apply to a mere Assignee.
(ddd) “Membership Interest” means a Member’s equity interest in the Company,

measured in Shares, and shall include a Member’s right to information of the Company as provided under
the Act, as modified by this Agreement, and the right to participate in the management of the Company,
but only to the extent provided under the Act, as modified by this Agreement.
(eee) “Memorandum” means the Company’s Private Placement Offering

Memorandum, to be dated on or about November 27, 2019.
(fff) “Notice” means a writing containing the information required by any provision
hereof to be communicated to a Person, which shall be sufficiently delivered and shall constitute
sufficient Notice for purposes of any provision hereof if (i) sent by registered or certified mail, return
receipt requested, to any Person at the last known address of such Person, on the third (3rd) business day
following the deposit thereof with the United States Postal Service, with sufficient postage affixed; (ii)
transmitted by hand delivery or air courier, when actually received at the address of such Person; or (iii)
transmitted by telecopy or other form of facsimile transmission, upon acknowledgment of receipt thereof
in writing by telecopy or otherwise.
(ggg) “Offering” means the private placement offering of Shares by the Company,
pursuant to the Memorandum, which shall commence on or about November 27, 2019.
(hhh) “Organization” means and includes all organizations (whether created by the
laws of Delaware or of another state or foreign country) including, without limitation, general
partnerships, joint ventures, limited partnerships, limited liability companies, corporations, trusts,
business trusts, estates, custodianships, and other associations.
(iii) “Partnership Representative” shall have the meaning specified in Section

4.10(b).
(jjj) “Percentage Interest” means, with respect to a Member, the Shares then-
currently held by a Member divided by the total issued and outstanding Shares held by all Members (as
adjusted from time to time in accordance herewith).
(kkk) “Person” means and includes all Organizations, all natural persons, and all
trustees, personal representatives, fiduciaries or other individuals performing in any similar capacity.
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(lll) “Personal Representative” means, as to a natural Person, the executor,
administrator, guardian, conservator or other legal representative thereof and, as to an Organization, the
legal representative or successor thereof.
(mmm) “Profits” or “Losses” means for each taxable year of the Company or other
relevant period an amount equal to the Company's net taxable income or loss for such period, as
determined for federal income tax purposes (including separately stated items) in accordance with the
accounting method and rules used by the Company and in accordance with Section 703 of the Code, with
the following adjustments:
(i) any income of the Company that is exempt from federal income tax and
not otherwise taken into account in computing Profits and Losses (pursuant to this
definition) shall be added to such taxable income or loss;
(ii) any expenditure of the Company that is described in Section

705(a)(2)(B) of the Code, or which is treated as such pursuant to the Treasury
Regulations, and not otherwise taken into account in computing Profits and Losses
(pursuant to this definition) shall be subtracted from such taxable income or loss; and
(iii) an amount equal to the Company's allocable portion of the Property

Entity’s separately stated charitable contributions, whether related to the Charitable
Donation or otherwise, as well as an amount equal to the Company's allocable portion of
the Property Entity’s other separately stated items, shall be allocated among the Members
in the same manner as the allocation of Losses under this Agreement.
(nnn) “Property” means any property, real or personal, tangible or intangible, and any
legal or equitable interest in property of any type or in any form, including cash but excluding services
and promises to perform services in the future.
(ooo) “Property Entity” means CPR Properties, LLC, a Georgia limited liability
company.
(ppp) “Property Entity Operating Reserve” shall have the meaning specified in Section
7.5.
(qqq) “Property Entity’s Operating Agreement” means that certain Operating

Agreement of CPR Properties, LLC, dated November 22, 2019, as the same may be amended, restated,
supplemented or modified from time to time.
(rrr) “Purchase Agreement” means a membership interest purchase and contribution

agreement or similar agreement to be executed by and among, the Company, the Property Entity and the
current members of the Property Entity for the purchase of up to a Ninety-Nine Percent (99%)
Membership Interest in the Property Entity by the Company.
(sss) “Real Property” means, collectively, the Carl Parker Parcel and the Rex Road
Parcel, which are titled in the Property Entity’s name.
(ttt) “Required Capital Contribution” shall have the meaning specified in Section
5.2(a).
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(uuu) “Reserved Area” means an approximately 2.0 acre portion of the Carl Parker
Parcel, which would be excluded from the Conservation Easement if the Charitable Contribution and
Alternative Investments Option or the Carl Parker Conservation Option is selected in the Mandatory
Member Vote on Business Operations.
(vvv) “Reserves” shall have the meaning specified in Section 7.4.
(www) “Rex Road Development and Carl Parker Conservation Option” shall have the
meaning specified in Section 3.7(d).
(xxx) “Rex Road Parcel” means two tracts of primarily unimproved real property
containing, in the aggregate, approximately 51.23 acres, more or less, located in Henry County, Georgia,
which is titled in the Property Entity’s name and is more fully described on Exhibit A attached hereto.
(yyy) “Shares.” A Member’s Membership Interest in the Company is represented by

shares of interest in the Company (“Shares”), which shall represent a Member’s (i) right to receive
allocations of Profits or Losses as and when made under this Agreement; (ii) the right to receive
Distributions as and when the Managers determine to make the same under this Agreement; and (iii) the
specific rights granted to the Members under the Act, to the extent that this Agreement does not condition
or withhold such rights. Each Share shall entitle the holding Member to one (1) vote on all matters which
require or which are submitted to the Members for approval.
(zzz) “Subsidiary(ies)” shall mean any Person of which 50% or more of the
outstanding equity interests having general voting power under ordinary circumstances to elect a majority
of the governing body of such a Person, irrespective of whether or not at the time equity interest of any
other class or classes shall have or might have voting power by reason of the happening of any
contingency, is at the time, directly or indirectly, or indirectly owned by one or more Persons by those
Persons and one or more Subsidiaries, or by one or more other Subsidiaries.
(aaaa) “Super-Majority Vote” means the vote of one or more Members of the
Company, whose Shares, when taken together, exceeds seventy-five percent (75%) of the aggregate total
of all Shares issued and outstanding to all the Members.
(bbbb) “Super-Majority Written Consent” means a written consent to the taking or

omission of any action required or permitted to be taken by Members under this Agreement which is
signed by or on behalf of Members entitled to grant or withhold consent with respect to such action
whose Shares represent a Super-Majority Vote of all the Members.
(cccc) “Supplemental Capital Contribution” means any additional Capital Contribution

to the Company by a Member (other than the Initial Capital Contribution) requested by the Managers, in
their sole discretion, in order to satisfy the capital needs of the Company or any Subsidiary of the
Company, pursuant to Article V below.
(dddd) “Treasury Regulations” means a regulation issued by the United States

Department of the Treasury and relating to a matter arising under the Code.
(eeee) "Waivable Provisions of the Act” means those provisions of the Act not made
expressly non-waivable under the Act.
Section 1.2. General Interpretive Principles. For purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this
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Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender; (b) accounting terms not otherwise defined herein have the meanings given to
them in the United States in accordance with generally accepted accounting principles; and (c) the words
“herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and
not to any particular provision; and the term “include” or “including” shall mean without limitation by
reason of enumeration.
ARTICLE II.
FORMATION
Section 2.1. Organization and Governing Law. The Company has been organized as a Delaware
limited liability company by the execution and filing of the Certificate of Formation on September 30,
2019 with the Secretary of the State of Delaware by an authorized person (within the meaning of the Act)
under and pursuant to the Act. All questions concerning the construction, validity, and interpretation of
this Agreement, and the performance of the obligations imposed by this Agreement, shall be governed by
the internal law, not the law of conflicts, of the State of Delaware, and specifically the Act. The
provisions of this Agreement shall govern over all provisions of the Act which would apply but for (and
inconsistently with) this Agreement.
Section 2.2. Additional Basic Information. The following details currently apply to the
Company:
(a) The name of the Company is “CPR Investors, LLC”. The Company’s Managers
in their sole discretion may change the name of the Company at any time and from time to time.
Notification of any such change shall be given to all Members. All business of the Company shall be
conducted under its name or under such other trade name(s) as may be approved by the Managers.
(b) The Company shall have a duration from the Date of Formation until it shall be
dissolved and its affairs wound up in accordance with the Act and this Agreement.
(c) The names and addresses of the initial Members are reflected on Exhibit B,
which shall be amended from time-to-time by the Managers to reflect the admission of additional
Members to the Company.
(d) The principal office of the Company shall be initially located at 6435 Shiloh
Road, Suite A, Alpharetta, Georgia 30005, but may be changed by the Managers from time to time as the
needs of the Company require.
Section 2.3. Company Purposes. The Company is organized for the following objects and
purposes:
(a) to acquire the CPR Interest pursuant to the Purchase Agreement, and to otherwise
exercise all of the Company’s rights under the Purchase Agreement;
(b) to perform its obligations as a member of the Property Entity pursuant to the
Property Entity’s Operating Agreement, including to provide for its pro rata share of the costs and
expenses incurred and to be incurred in connection with the business operations of the Property Entity,
including, but not limited to, the Development Activities, Conservation Easement or the Charitable
Donation, as well as any other stated Company purposes set for in the Property Entity’s Operating
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Agreement, and to exercise all the rights, powers, and privileges of ownership in the Property Entity, and
to promote, lend money to, and to otherwise aid the Property Entity in any manner which shall be lawful;
(c) to the extent the Charitable Contribution and Alternative Investments Option is
selected, to utilize all or a portion of the Investment Reserve to make Alternative Investments and realize
appreciated gains and/or short term profits in connection therewith;
(d) to engage in any and all activities and transactions, directly or indirectly through
one or more of the Company’s Subsidiaries, including, but not limited to, the Property Entity, and enter
into any and all agreements and undertakings which are appropriate, necessary, customary, convenient, or
incidental to the foregoing purposes; and
(e) to engage in any other lawful act or activity approved by the Managers.
Section 2.4. Rights of Third Parties; Creditors Not Benefited. This Agreement is entered into by
and among the Members for the exclusive benefit of the Company, its Members, Managers, and their
respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended
or is to be construed to give to any creditor of the Company or any creditor of the Members or any other
Person whatsoever, other than Members and the Company, any legal or equitable right, remedy or claim
under or with respect to this Agreement or any of its covenants, conditions or provisions, and such
provisions are and shall be held to be for the sole and exclusive benefit of the Members and the Company.
Without limiting the generality of the foregoing, no creditor shall be entitled to require a Member to
solicit or accept any loan or additional capital contribution for the Company or to enforce any right which
the Company may have against such Member, whether arising under this Agreement or otherwise.
Section 2.5. No State-Law Partnership. The Members intend that the Company shall not be a
partnership (including, without limitation, a limited partnership) or joint venture, and that no Member,
Manager or officer of the Company shall be a partner or joint venturer of any other Member, Manager or
officer, for any purposes other than as set forth in the next sentence of this Section 2.5. Notwithstanding
the foregoing, the Members intend that the Company shall be treated as a partnership for federal and, if
applicable, state and local income tax purposes, and each Member and the Company shall file all tax
returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such
treatment.
ARTICLE III.
RIGHTS AND DUTIES OF MEMBERS
Section 3.1. Representations and Warranties. Each Member hereby represents and warrants to
the Company, to the Managers, and each other Member that: (a) the Member is acquiring its, his, or her
Shares in the Company for the Member’s own account as an investment and without an intent to sell,
transfer, or distribute the Shares; and (b) the Member acknowledges that the Shares have not been
registered under the Securities Act of 1933, 15 U.S.C. § 77a, et seq., as amended, or any applicable state
securities laws, and may not be resold or transferred by the Member (i) without appropriate registration or
the availability of an exemption from such requirements and (ii) without strictly conforming to the
requirements of this Agreement.
Section 3.2. Specific Limitations on Members Rights. In addition to the limitations,

requirements, and other provisions of this Agreement, and to the applicable provisions of the Act, each
Member, and every Share, shall be taken and held subject to the following:
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(a) no Member (who is not also a Manager) shall have the right to participate in the
management of the Company, or have any authority to bind the Company in any manner, except as
otherwise specifically provided herein, or as may be expressly delegated in writing to the Member by the
Managers;
(b) no Member shall have the right to vote on any matters except as otherwise
specifically provided herein, or unless a specific provision of the Act otherwise requires, which such
provision may not be amended or modified by the terms of this Agreement;
(c) no Member may make any voluntary Assignment of all or any portion of a such
Member’s Shares without the express, advance written approval of the Managers, and any attempted or
purported voluntary Assignment, without the approval of the Managers, shall be null, void and of no
effect (to the extent that the Managers gives such express, advance written approval, such Member may
only make such Assignment of all or any portion of such Member’s Shares if such Member supplies the
transferee and the Company with an affidavit, in form and substance satisfactory to the Managers,
pursuant to Section 1446(f) of the Code, certifying under penalty of perjury such transferor’s taxpayer
identification number and that such transferor is not a foreign person);
(d) no Member shall have any right to withdraw from the Company, except with the
written approval of the Managers, and then on such terms as the Managers may agree in their absolute
discretion;
(e) no Member shall have the right to voluntarily dissolve the Company; and
(f) each Member hereby knowingly and voluntarily modifies, alters, waives, and
relinquishes all Waivable Provisions of the Act, to the extent the same are not expressly provided for
under this Agreement.
Section 3.3. Termination of Membership. The occurrence of any event which terminates the
continued membership of any Member shall not cause the Company to be dissolved or its affairs to be
wound up.
Section 3.4. Deceased and Incompetent Members. If a Member who is an individual dies or has
a Disability, that Member’s Personal Representative may exercise all of the Member’s rights under this
Agreement for the purpose of settling the affected Member’s estate or administering the affected
Member’s property. If a Member is an Organization, and is dissolved or terminated, the power of the
affected Member under this Agreement may be exercised by its Personal Representative.
Section 3.5. Rights of Mere Assignees. An Assignee shall have only the rights to allocations of
Profits or Losses and any Distributions relating to the assigned interest. None of the other rights of a
Member under the Act or this Agreement shall belong to any Assignee. In the case of any amendment to
this Agreement where the approval of the Members is sought, no approval or consent by any Assignees
shall be necessary, and such approval shall be determined by Members holding, in the aggregate, more
than 50% of the Percentage Interests then held by Members alone.
Section 3.6. No Right to Withdraw as a Member, to Withdraw Capital Contributions or Receive

Distributions. Except as otherwise provided elsewhere in this Agreement, (a) no Member shall at any
time retire or withdraw from the Company or (b) be entitled to withdraw any amount out of such
Member’s Capital Account or receive any Distribution from the Company, without the approval of the
Managers. Any Member retiring or withdrawing in contravention of this Section 3.6 shall indemnify,
defend and hold harmless the Company and all other Members (other than a Member who is, at the time
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of such withdrawal, in default under this Agreement) from and against any losses, expenses, judgments,
fines, settlements or damages suffered or incurred by the Company or any such other Member arising out
of or resulting from such retirement or withdrawal.
Section 3.7. Mandatory Member Vote on Property Entity’s Business Operations. As set forth in
the Memorandum, one of the primary purposes of raising investor funds pursuant to the Offering is for
the Company to purchase the CPR Interest. The principal business purpose of the Property Entity has
been to acquire and hold the Real Property for purposes of (i) developing a senior living facility on the
Rex Road Parcel, consisting of 400 senior independent living units and 200 assisted senior living units
(the “Rex Road Development”), and (ii) developing a senior living facility on the Carl Parker Parcel,
consisting of 400 senior independent living units and 200 assisted senior living units (the “Carl Parker
Development”, and together with the Rex Road Development, collectively, the “Development
Activities”). Alternatively, due to certain conservation values presented by the Real Property, the
Development Activities may be foregone by the Property Entity donating the Rex Road Parcel as a
“charitable contribution” or gift, pursuant to Section 170 of the Code, to the Charitable Organization (the
“Charitable Donation”), and encumbering a 42.58-acre portion of the Carl Parker Parcel (the
“Conservation Area”) with a perpetual Conservation Easement charitably contributed to and in favor of
the Charitable Organization (the “Qualified Conservation Contribution”). There is also opportunity to
implement the Rex Road Development and make the Qualified Conservation Contribution, or to
implement the Carl Parker Development and make the Charitable Donation. The Members hereby
acknowledge and agree that the foregoing determination regarding the business operations of the Property
Entity shall be decided following the completion of the Offering by the Majority Vote or Majority Written
Consent of the Members, following the recommendation of the Managers, which shall take place by no
later than December 27, 2019, pursuant to written ballot or otherwise (the “Mandatory Member Vote on
Business Operations”). As such, pursuant to the Mandatory Member Vote on Business Operations, each
of the Members shall be given the opportunity to vote on the following five (5) options, the final outcome
of which shall be conclusive and binding on the Company, the Members and the Managers:
(a) (Option 1 - the “Development Option”): The Property Entity and the Managers
shall engage in activities to further develop both the Carl Parker Parcel and the Rex Road Parcel into the
two (2) separately contemplated Senior Living Facilities, and, in connection therewith, the Members
acknowledge and agree that the Company and the Property Entity will require additional capital to fund
such operations, such that the Members may be required to make one or more supplemental capital
contributions to the Company, pursuant to Article V hereof, in order to avoid dilution of each the
Member’s Membership Interest in the Company;
(b) (Option 2 - the “Charitable Contribution and Alternative Investments

Option”): The Property Entity and the Managers shall forego the Development Activities on both the
Carl Parker Parcel and the Rex Road Parcel, and, alternatively, (i) make the Charitable Donation of the
Rex Road Parcel to the Charitable Organization, (ii) encumber the Conservation Area of the Carl Parker
Parcel through the execution and delivery of the Conservation Easement thereon for the benefit of the
Charitable Organization, while continuing to utilize the Conservation Area, as encumbered by the
Conservation Easement, for such limited uses, income producing or otherwise, as may be permitted under
the terms of the Conservation Easement, and, in the sole discretion of the Property Entity’s manager,
either (x) hold the Reserved Area for a future sale or other income producing use, or (y) utilize the
Reserved Area for such uses as the Property Entity may determine, in its manager’s sole discretion, and
(iii) utilize all or a portion of the Investment Reserve to make Alternative Investments (defined below);
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(c) (Option 3 - the “Investment Option”): The Property Entity and the Managers
shall forego both the Development Activities on the Real Property, the Charitable Donation of the Rex
Road Parcel and the Qualified Conservation Contributoin of the Carl Parker Parcel in the near-term and,
hold all of the Real Property for an indeterminate period of time, until such time as the Managers
determine which of the two aforementioned options or potentially other income-producing options for the
Real Property would be in the best interest of the Members, and the Property Entity and its Members in
the future;
(d) (Option 4 – the “Rex Road Development and Carl Parker Conservation
Option”): The Property Entity and the Managers shall proceed with the Rex Road Development on the
Rex Road Parcel, while, at the same time, foregoing the Development Activities on the Carl Parker Parcel
and encumbering the Conservation Area thereof by the execution and delivery of the Conservation
Easement for the benefit of the Charitable Organization, while continuing to utilize the Conservation
Area, as encumbered by the Conservation Easement, for such limited uses, income producing or
otherwise, as may be permitted under the terms of the Conservation Easement, and, in the sole discretion
of the Property Entity’s manager, either (i) hold the Reserved Area for a future sale or other income
producing use, or (ii) utilize the Reserved Area for such uses as the Property Entity may determine, in its
manager’s sole discretion; or
(e) (Option 5 – the “Carl Parker Development and Rex Road Charitable
Donation Option”): The Property Entity and the Managers shall proceed with the Carl Parker Road
Development on the Carl Parker Parcel, while, at the same time, foregoing the Development Activities on
the Rex Road Parcel and making the Charitable Donation of the Rex Road Parcel to the Charitable
Organization.
In the event that the Mandatory Member Vote on Business Operations is conducted by
written ballot, any Member that does not return his or her ballot by the deadline contained therein shall be
deemed to have voted for the same option as a plurality of the votes. Immediately following the
Mandatory Member Vote on Business Operations, the Managers shall call for an identical vote of the
Members of the Property Entity, whether by person or by written consent, on the five (5) aforementioned
options, which shall take place after the Mandatory Member Vote on Business Operations, but in any
event no later than December 27, 2019; provided, however, as set forth in the Property Entity Operating
Agreement, the final decision of the Members of the Company pursuant to this Section 3.7 shall be
deemed an act of the Company as to which the Managers shall cause the Company to vote the Company’s
membership interest in the Property Entity consistent with the final outcome of the Mandatory Member
Vote on Business Operations.
ARTICLE IV.
MANAGEMENT OF THE COMPANY
Section 4.1. Management by a Board of Managers. All aspects of the Company’s management
shall be vested in one or more Persons serving on the Company’s Board of Managers (the “Managers”).
Except for situations in which the approval of the Members is expressly required by this Agreement or by
non-waivable provisions of applicable law, the Managers shall have the full, exclusive, and complete
authority, power, and discretion to control the business, affairs, and properties of the Company. The
Managers shall have all rights and powers under this Agreement, and under the Act, to do all things which
are necessary or convenient to carry out the business and purposes of the Company. At any time when
there is more than one Manager, except as otherwise set forth herein, any act or decision by the Managers
shall require the approval of a majority of the Managers, and any act, approval or decision so taken, with
or without a meeting, shall constitute the act, approval or decision of the Managers, unless this Agreement
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shall provide expressly to the contrary or the Act shall require to the contrary. Unless authorized to do so
by this Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall
have any power or authority to bind the Company in any way, to pledge its credit or to render it liable
pecuniarily for any purpose.
Section 4.2. Number, Tenure and Qualifications. The Company shall initially have two (2)
Managers who shall be Cold River Partners, LLC, a Georgia limited liability company (“Cold River”),
and Indian Creek Investments, LLC, a Georgia limited liability company (“Indian Creek”)
(collectively, the “Initial Managers”). As of the date hereof, Indian Creek is also the manager of the
Property Entity. Each Manager shall hold office until the Managers resign pursuant to Section 4.8 or is
removed pursuant to Section 4.9 below. Upon a Manager’s resignation or removal, a successor Manager
shall be appointed by a Majority Vote or Majority Written Consent of the Members. Managers need not
be Members, individuals or residents of, or organized or incorporated under, the State of Delaware.
Section 4.3. Reliance by Third Parties. Any lender, title company, purchaser, seller, co-tenant,
or any other Person dealing with the Company may rely upon a certificate executed by any Manager or
Authorized Person as to (i) the existence or nonexistence of any fact or facts which constitute conditions
precedent to acts by the Company that are related in any way to the business and affairs of the Company
or the Property Entity; (ii) the Persons who are authorized to execute and deliver any instrument or
document of or on behalf of the Company or the Property Entity; (iii) any act or failure to act by the
Company or the Property Entity; and (iv) any other matters related in any way to the Company, the
Property Entity, or the assets and business of either.
Section 4.4. Duty of Loyalty. It is intended that the Company’s business and purpose be limited
to that stated in Section 2.3 hereof. The Members acknowledge and agree that the pursuit of any business
opportunity outside of the Company’s purpose shall not be deemed to be a Company opportunity, that
engaging in any such outside activities are not competitive with the Company, and do not violate any duty
of loyalty to the Company under the Act or at common law. In furtherance thereof, it is expressly
acknowledged that the Managers may and do have other business interests and may engage in other
business activities in addition to those relating to the Company. Neither the Company nor the Members
shall have any right, by virtue of the formation or operation of the Company or this Agreement, to share
or participate in such other investments or activities of the Managers or the income or proceeds derived
therefrom. The Managers shall incur no liability to the Company or to the Members as a result of
engaging in any other business or venture. The Managers may engage in or possess an interest in other
business ventures of every nature and description, independently or with others, including the ownership,
operation, management, and syndication of businesses in the same line of business as the Company. To
the fullest extent permitted by the Act, the Members hereby waive, release and relinquish any claim that
they have or may have against the Managers under any “partnership opportunity” doctrine, “corporate
opportunity” doctrine, “limited liability company” doctrine, or any other legal or equitable principal of
law arising with respect to or in connection with the pursuit of any such business opportunity by the
Managers. The Managers shall not be obligated to present any particular opportunity to the Company,
even if such opportunity is of a character which, if presented to the Company, could be taken by the
Company, and the Managers shall have the right to take for its own account or to recommend to others
any such particular opportunity. No decision or action taken by the Managers in reliance on the
provisions of this Agreement shall be subject to review or challenge in any way or in any forum on the
basis that it involved any breach of a duty of loyalty or similar fiduciary obligation.
Section 4.5. Manager’s Standard of Care. Each Manager’s duty of care in the discharge of its
duties for the Company is limited to refraining from engaging in conduct which a reasonable person
would view as being opposed to the best interests of the Company. In discharging their duties, Managers
shall be fully protected in relying in good faith upon the records required to be maintained by the
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Company and upon such information, opinions, reports or statements by any of the Company’s,
Members, or agents, or by any other Person, as to matters the Managers’ reasonably believe are within
such other Person’s professional or expert competence and who has been selected with reasonable care by
or on behalf of the Company, including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the
existence or amount of assets from which Distributions to Members might properly be paid. The
Managers shall devote only such time to the Company as the Managers, in his, her or their discretion,
shall deem to be necessary to manage and supervise the Company business.
Section 4.6. Transactions with a Manager and its Affiliates. The Company is authorized to
enter into transactions, contracts, agreements or arrangements with a Manager and its affiliates to the
fullest extent permitted by the Act and provided that the terms thereof are no less favorable to the
Company under a similar arms-length transaction, contract, agreement or arrangement with a non-
affiliated third party. Each Manager and its affiliates shall be fully authorized to make loans to the
Company on such terms as the Managers shall determine to be reasonable, and with such security as the
Managers shall determine. If the Managers make a loan to the Company, the Managers may require that
the Company pay to the Managers all or any portion of the outstanding principal and interest due under
the loan before making any Distributions or other payments to the Members.
Section 4.7. Actions Requiring Member Consent. Notwithstanding anything to the contrary
contained in this Agreement and in addition to the Mandatory Member Vote on Business Operations set
forth in Section 3.7 above, the Managers shall not undertake any of the following actions without first
obtaining the Majority Vote or Majority Written Consent of the Members:
(a) do any action in contravention of this Agreement;
(b) possess Company Property or any Property owned by the Company’s

Subsidiaries, including, but not limited to, the Property Entity, or assign rights in specific Company
Property or any Property of any of the Company’s Subsidiaries, for other than Company purposes;
(c) file a voluntary petition or otherwise initiate proceedings (i) to have the Company
or any of its Subsidiaries adjudicated insolvent or, (ii) seeking an order for relief of the Company or any
of its Subsidiaries as debtor under the United States Bankruptcy Code (11 U.S.C. § 101, et. seq.); file any
petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief
under the present or any future federal bankruptcy laws or any other present or future applicable federal,
state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to
the Company or any of its subsidiaries; or seek the appointment of any trustee, receiver, conservator,
assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or any of its
Subsidiaries or of all or any substantial part of its Property, or make any general assignment for the
benefit of creditors of the Company or any of its subsidiaries, or admit in writing the inability of the
Company or any of its subsidiaries to pay its debts generally as they become due, or declare or effect a
moratorium on the Company's or any of its subsidiaries’ debt or take any action in furtherance of any
proscribed action;
(d) amend this Agreement;
(e) the sale, transfer or other disposition of all or substantially all of the Company
Property; or
(f) dissolve, liquidate or cease the business of the Company; or
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(g) bring and defend actions and proceedings at law or equity and before any
governmental, administrative or other regulatory agency, body or commission.
Section 4.8. Resignation. A Manager may resign as a Manager of the Company by delivering its
written resignation to the Company at the Company’s principal office. Said resignation shall be effective
upon receipt thereof unless it is specified to be effective at some other time or upon the happening of
some other event.
Section 4.9. Removal. Any Manager may be removed, with or without cause, by a Super-
Majority Vote or a Super-Majority Written Consent of the Members (not including any Shares held by
such Manager or its affiliates); provided, however, the Initial Managers may not be removed without
Cause prior to December 31, 2021. Notwithstanding the foregoing, in the event (i) a Manager is adjudged
guilty by a court of competent jurisdiction for any crime involving a felony, theft, embezzlement or moral
turpitude, (ii) if a Manager is adjudicated incompetent by a court of competent jurisdiction, (iii) a
Manager breaches any material term or condition of this Agreement (subject to notice of the breach and
30-day right to cure), (iv) the filing of a petition of bankruptcy by a Manager or that Manager's majority
owner or manager, (v) the appointment of a receiver for a Manager or that Manager's manager or majority
owner, (vi) the insolvency of a Manager or that Manager's manager or majority owner, or (vii) the
commencement of dissolution or business termination events for a Manager or that Manager's manager or
majority owner (collectively, each such event deemed “Cause”), such Manager may be removed by a
Majority Vote or a Majority Written Consent of the Members (not including any Shares held by such
Manager or its affiliates). The removal of a Manager who is also a Member shall not affect such
Manager’s rights as a Member and shall not constitute a withdrawal of a Member.
Section 4.10. Tax Matters.
(a) Tax Elections. Subject to the jurisdiction of the Partnership Representative as set
forth in this Section 4.10, the Manager, in its sole discretion, may take any actions and execute and file all
statements, forms, and elections on behalf of the Company with respect to any Company tax matters, it
deems necessary or advisable.
(b) Partnership Representative. Indian Creek shall serve as the initial “partnership
representative” (within the meaning of Section 6223(a) of the Code) (the “Partnership Representative”)
for federal income tax purposes, including, specifically, for purposes of Subchapter C of Chapter 63 of
Subtitle F of the Code (relating to partnership audit proceedings) and the Treasury Regulations
promulgated thereunder (the “Audit Rules”). Each Member hereby agrees to take such actions as may be
required to effect Indian Creek’s designation as the Partnership Representative. The Partnership
Representative may be removed and replaced by the Managers at any time.
(c) Authority of the Partnership Representative. The Partnership Representative is

authorized and shall have the exclusive right to take any actions and execute and file all statements,
forms, and elections on behalf of the Company as required or permitted under the Audit Rules or any
applicable state statute or local law, including, without limitation:
(i) representing the Company (at the Company’s expense) in connection

with all examinations of the Company’s business and affairs by any tax authority,
including resulting administrative and judicial proceedings, and to expend Company
funds for professional services and costs associated therewith (a “Company Tax
Proceeding”);
(ii) making elections under Section 6226 of the Code;
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(iii) filing an administrative adjustment request under Section 6227 of the
Code;
(iv) filing suit under Section 6234 of the Code;
(v) settling or resolving any Company Tax Proceedings with the IRS, the
U.S. Department of Justice, or state or local taxing authorities; and
(vi) extending the period of limitations for adjustment of tax under Section
6235 of the Code or applicable state statues or local laws.
(d) Actions of the Partnership Representative Final and Binding. The actions of the
Partnership Representative, acting in such capacity, shall be final and binding upon the Company and the
Members.
(e) Cooperation with the Partnership Representative. The Members agree to

cooperate with the Partnership Representative with respect to the matters under the jurisdiction of the
Partnership Representative pursuant to this Agreement, including, without limitation, the conduct or
settlement of any Company Tax Proceedings, and to:
(i) treat each item of income, gain, loss, deduction, or credit as treated on
the tax return of the Company or as determined in a notice of final partnership adjustment
pursuant to Section 6226 of the Code and the Treasury Regulations promulgated
thereunder;
(ii) take (or to refrain from taking) any and all other actions as the
Partnership Representative may reasonably direct with respect to the Member’s (or, in
respect of the Member, the Company’s) tax liabilities, including, without limitation,
filing an amended return for any reviewed year (as defined in the Audit Rules) to account
for all adjustments under Section 6225(a) of the Code properly allocable to such Member
as provided in Section 6225(c) of the Code and the Treasury Regulations promulgated
thereunder; and
(iii) indemnify and hold harmless the Company from such Member’s share of
any tax (including for purposes of this Section 4.10 any penalties, interest, and additions
to tax) attributable to any adjustment to the income, gain, loss, deduction, or credit of the
Company pursuant to Section 6226 of the Code and the Treasury Regulations
promulgated thereunder.
(f) Survival. A Member’s obligation to comply with its obligations under this
Section 4.10 shall survive the transfer, assignment, or liquidation of such Member’s interest in the
Company.
(g) Reliance. The Partnership Representative may rely on the advice or services of
any lawyers, accountants, tax advisors, or other professional advisors or experts in connection with any
actions to be taken or decision to be made by the Partnership Representative, acting in its capacity as
such, and shall not be liable for any damages, costs, or losses to any Person, any diminution in value, or
any liability whatsoever arising as a result of so relying. The Partnership Representative may rely upon
any notice, instruction, request, or other instrument, not only as to its due execution, validity, and
effectiveness, but also as to the truth and accuracy of any information contained therein, which the
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Partnership Representative shall believe to be genuine and to have been signed or presented by the Person
or parties purporting to sign or present the same.
(h) Scope of Duties; Indemnification. The Partnership Representative, in its capacity

as such, shall undertake to perform only such duties as are expressly set forth in this Agreement and no
duties shall be implied, and the Partnership Representative’s sole responsibility shall be to act as the
Company’s tax representative in accordance with the terms of this Agreement. The Partnership
Representative shall not be liable for any action or omission taken by it except to the extent that a court of
competent jurisdiction determines that the Partnership Representative’s fraud or willful misconduct was
the primary cause of any loss to the Company or the Members. The Company shall indemnify, hold
harmless, defend, and advance expenses to the Partnership Representative in respect of any and all claims,
damages, liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and related
legal costs and expenses), and causes of action arising out of, resulting from, or attributable to, in whole
or in part, the Partnership Representative’s actions and decisions (including, a failure to act) in its conduct
as Partnership Representative for the Company, to the fullest extent permitted by applicable law, except
in cases in which the Partnership Representative’s conduct is finally determined by a court of competent
jurisdiction to have constituted fraud or willful misconduct. The indemnification in favor of the
Partnership Representative pursuant to this Section 4.10 is in addition to, and shall not be construed to
limit, any other indemnification which the Partnership Representative may be entitled to under this
Agreement.
ARTICLE V.
CAPITALIZATION OF THE COMPANY
Section 5.1. Initial Capital Contributions of the Members. The Members have been credited
with the Capital Contributions reflected on the books and records of the Company maintained by the
Managers (the “Initial Capital Contributions”).
Section 5.2. Additional Capital Contributions. Other than the Initial Capital Contributions, no
Member shall be required to make any additional Capital Contributions to the Company, except as
provided in this Section 5.2 below.
(a) Obligation to Contribute. At any time, following the Mandatory Member Vote on
Business Operations, where the Members, acting by Majority Vote or Majority Written Consent, have
selected any of the options set for in Section 3.7(a) (the Development Option), Section 3.7(c) (the
Investment Option), Section 3.7(d) (the Rex Road Development and Carl Parker Conservation Option) or
Section 3.7(e) (the Carl Parker Development and Rex Road Charitable Donation Option) the Managers
shall have the right, in their sole discretion, to declare a Capital Call (as defined below) for a
Supplemental Capital Contribution by each of the Members, such that each Member shall contribute to
the paid-in-capital of the Company an amount equal to the product of the aggregate amount of the
Supplemental Capital Contribution required to be contributed by such Capital Call, multiplied by such
Member’s Percentage Interest as of the date of such Capital Call (a “Required Capital Contribution”).
For purposes of this Agreement, a “Capital Call” shall mean a Notice given by the Company or its
Managers to each Member specifying the aggregate amount of Supplemental Capital Contribution and
each Member’s Required Capital Contribution. Each Member shall have ten (10) days after receiving
such Notice to furnish, in cash or its equivalent, such Member’s Required Capital Contribution.
(b) Failure to Fund Required Capital Contributions. If any Member (each, a

“Defaulting Member”) fails or refuses to make a Required Capital Contribution pursuant to any Capital
Call, then those Members contributing their Required Capital Contributions pursuant to such Capital Call
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(the “Contributing Member(s)”) shall have the option to make an additional Supplemental Capital
Contribution equal to any Defaulting Member’s Required Capital Contribution in such proportions as the
Contributing Members shall agree (or pro rata according to each Contributing Member’s Percentage
Interests, compared to the Percentage Interests of all Contributing Members, as of the date of the Capital
Call if no such agreement is reached). In the event one or more Contributing Members elects to make the
Required Capital Contribution of any Defaulting Member, each such Contributing Member shall have the
option to either (i) treat such payment as loan to the Company, with interest accruing thereon equal to the
Prime Rate (as determined on the date of the Capital Call), plus five percent (5%), until paid in full
(hereinafter, a “Capital Contribution Loan”), or (ii) treat such payment as an additional Supplemental
Capital Contribution. In the event any Contributing Member elects to make the Required Capital
Contribution of any Defaulting Member and chooses to treat such payment as an additional Supplement
Capital Contribution, such Capital Contribution shall be considered an acquisition of an additional Shares
in the Company, and (i) such additional Supplemental Capital Contribution shall be credited to the
Capital Account of the Contributing Member and (ii) the Percentage Interests of all the Members shall be
adjusted, as of the last day of the calendar month in which the additional Supplemental Capital
Contribution is made, so that the Percentage Interest of each Member shall thereafter be equal to the
percentage obtained by dividing:
A. the sum of all Capital Contributions by such Member (including the

entire amount of the applicable Supplemental Capital Contribution made by such
Member, including any Required Capital Contribution made by such Member on a
Default Member’s behalf), by
B. the aggregate amount of all Capital Contributions by all the Members

(including the aggregate amount of the applicable Supplemental Capital Contributions
made by all the Members).
C. For the purpose of this Section 5.2(b), the resulting percentage with
respect to each Member shall be the adjusted Percentage Interest of such Member, which
shall supersede the prior Percentage Interest of such Member. Any increase in the
Percentage Interest of a Contributing Member shall be deemed to be the result of an
acquisition of additional Shares in the Company by such Contributing Member, which
the Company shall allocate additional Shares to such Member to account therefor.
Section 5.3. Loans by Members. Except for a Capital Contribution Loan pursuant to Section
5.2(b) above, which shall automatically be approved, upon the approval of the terms thereof by the
Managers, any Member may make a secured or unsecured loan to the Company upon commercially
reasonable terms. Loans by a Member to the Company shall not be considered Capital Contributions and
the outstanding principal of which, as well as any accrued interest thereon, shall be paid prior to a
Distributions to the Members by the Company pursuant to Article VII below.
ARTICLE VI.
ALLOCATIONS OF PROFITS AND LOSSES
Section 6.1. Taxation as a Partnership. The Members intend that the Company shall be taxed as
a partnership for federal and state income tax purposes, and not as an association taxable as a corporation.
Section 6.2. Capital Accounts. A separate Capital Account shall be maintained for each Member
in accordance with Section 1.704-1(b)(2)(iv) of the Regulations, and, to the extent not inconsistent
therewith, to which the following provisions apply:
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(a) To each Member’s Capital Account there shall be credited: (i) the amount of
money contributed by such Member to the Company (including liabilities of the Company assumed by
such Member as provided in Section 1.704-1(b)(2)(iv)(c) of the Regulations); (ii) the Fair Market Value
of any property contributed to the Company by such Member (net of liabilities secured by such
contributed property that the Company is considered to assume or take subject to under Section 752 of the
Code); and (iii) such Member’s share of Profits and items of income and gain that are specially allocated.
(b) To each Member’s Capital Account there shall be debited: (i) the amount of
money distributed to such Member by the Company (including liabilities of such Member assumed by the
Company as provided in Section 1.704-l(b)(2)(iv)(c) of the Regulations) other than amounts which are in
repayment of debt obligations of the Company to such Member; (ii) the Fair Market Value of property
distributed to such Member (net of liabilities secured by such distributed property that such Member is
considered to assume or take subject to under Section 752 of the Code); and (iii) such Member’s share of
Losses or items of loss or deduction that are specifically allocated.
(c) In determining the amount of any liability, there shall be taken into account
Section 752(c) of the Code and any other applicable provisions of the Code and Regulations.
(d) The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended to comply with Section 1.704-l(b) of the Regulations,
and shall be interpreted and applied in a manner consistent with such Regulations. If the Partnership
Representative determines that it would be prudent to modify the manner in which the Capital Accounts,
or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that
are secured by contributed or distributed property or that are assumed by the Company or any Member)
are computed in order to comply with such Regulations, then such modification shall be made, provided
that it is not likely to have a material effect on the amounts distributable to any Member upon the
dissolution of the Company. The Partnership Representative also shall (i) make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of the Member and the
amount of Company capital reflected on the Company's balance sheet, as computed for book purposes, in
accordance with Section 1.704-l(b)(2)(iv)(g) of the Regulations and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this Agreement not to comply with
Section 1.704-1(b) of the Regulations.
Section 6.3. Capital Account Treatment of Dispositions. If a Member acquires all or part of the
Membership Interest of another Member by Assignment, the Capital Account of the acquiring Member
shall be credited and the Capital Account of the disposing Member shall be debited in an amount equal to
that amount of the total Capital Account of the disposing Member which is proportionate to the
Membership Interest involved in the Assignment.
Section 6.4. No Obligation to Restore Capital Account Deficit Balance. Except as required by
law, a Member shall not be required to restore a deficit balance in such Member’s Capital Account.
Section 6.5. No Interest on Initial Capital Contributions or Retained Profits. The Members
shall not be entitled to interest on their respective Capital Contributions, and on any Profits retained by
the Company.
Section 6.6. Allocations of Profits and Losses. Except as otherwise required by provisions of the
Code and Regulations, the Profits or Losses of the Company shall be allocated among the Members in
accordance with their Percentage Interests.
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Section 6.7. Additional Allocation Provisions. The Managers, in consultation with the
accountants for the Company or the Property Entity, are authorized to make additional, future provision
for allocations of Profits and Losses, consistent with the Code and Treasury Regulations, to be effective at
any time on or after January 1, 2020, if the Company or the Property Entity shall incur debt in connection
with their business activities.
Section 6.8. Varying Interests. If during any taxable year of the Company there is a change in
any Member’s interest in the Company, each Member’s distributive share of any item of income, gain,
loss, deduction, or credit of the Company for such taxable year shall be determined by the use of any
method prescribed under the Treasury Regulations promulgated under Code Section 706 to take into
account the varying interests of the Members in the Company during such taxable year, such method to be
determined in the sole discretion of the Managers. In the absence of any determination by the Managers,
the Company shall account for the varying interests using the “interim closing method” and the “calendar
day convention” pursuant to Treasury Regulation § 1.706-4(c).
ARTICLE VII.
DISTRIBUTIONS AND RESERVES
Section 7.1. Interim Distributions. The Company shall make interim Distributions only at such
times and in such amounts as determined by the Managers, based on the Percentage Interest of each
Member, but subject to any Reserves established by the Managers.
Section 7.2. Distribution of Assets on Dissolution. Upon the winding up of the Company, the
Company’s property shall be liquidated and sold, and any profits or losses of the Company, and each item
of income, gain, loss, deduction or credit entering into the computation thereof, and each item of income,
gain, loss, deduction or credit which the Members are required to take into account separately under the
provisions of the Code or Regulations, shall be allocated among the Members in accordance with Section
6.6. After such allocations, the liquidation proceeds shall be distributed: (a) first, to creditors, including,
without limitation, Members who are creditors, to the extent permitted by law, in satisfaction of the
Company’s liabilities; (b) second, to the setting up of any reserves which the Managers may deem
reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or of the
Members or of the Managers arising out of or in connection with the Company; (c) third, to the Members
to discharge their positive capital accounts, after giving effect to the tax allocations set forth in Section
6.6, and (d) fourth, the balance to the Members in accordance with their respective Percentage Interests.
Section 7.3. No Right to Capital. No Member has a right to Distributions or to be repaid its
capital except as provided in this Agreement.
Section 7.4. No Mandatory Tax Distributions; Reserves. Because the Company shall be taxed
as a partnership for federal and state tax purposes, each Member hereby acknowledges that any Profits of
the Company for each fiscal year shall be allocated to him, her or it, and that he, she or it shall bear any
and all tax liability (including, without limitation, federal and state tax liability) for such allocated Profits,
whether or not the Company makes Distributions to the Members in respect of such fiscal year. The
Members acknowledge that the Company shall have no obligation to make Distributions to Members in
order for the Members to satisfy any such tax liabilities, and may first apply any Profits to satisfy the
Company’s commitments or to establish sufficient Reserves.
Section 7.5. Reserves for Working Capital and Investments. The Managers shall have the right
to establish cash reserves as determined by the Managers, in its sole discretion, to be necessary or
appropriate for working capital to operate the Company and the Property Entity, to fund Alternative
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Investments (defined below), insurance premiums and other anticipated costs and expenses of the
Company’s business or the Property Entity’s respective business (hereinafter, “Reserves”). Such Reserves
may be held by the Company and/or the Property Entity and shall include, but shall not be limited to,
amounts equal to (a) approximately $35,000 to be held by the Company to initially fund and maintain
working capital for future business operations, management fees and ongoing professional services fees,
including legal and accounting fees (the “Company Operating Reserve”) and (b) approximately $137,500
to be held by the Property Entity to initially fund and maintain working capital for future business
operations, insurance premiums, taxes and accounting and other ongoing professional services fees (the
“Property Entity Operating Reserve”), until such time, if ever, the Company and/or the Property Entity
generates positive cash flow and to be available for any other proper business use or purpose. In addition
to the foregoing, the Company plans to set aside approximately $300,000 of the aggregate Initial Capital
Contributions of all the Members (the “Investment Reserve”), which shall be used as follows:
(a) if the Members vote for the Development Option, Carl Parker Conservation
Option or the Rex Road Charitable Donation Option pursuant to the Mandatory Member Vote on
Business Operations, the Investment Reserve shall be used to fund start-up costs, capital expenditures and
provide additional working capital to commence the Development Activities, the Rex Road Development
or the Carl Parker Development, respectively, or
(b) if the Members vote for the Charitable Contribution and Alternative Investments
Option or the Investment Option pursuant to the Mandatory Member Vote on Business Operations, the
Investment Reserve shall be used to make direct or indirect equity and/or debt investments in (A) other
additional income-producing real property, (B) short-term investments in residential or commercial
developments, or (C) other similar alternative investment opportunities unrelated to the Real Property,
including, but not limited to, residential or commercial properties (including multi-family or single family
housing, office buildings, shopping plazas, light-industrial and/or warehousing facilities) and
undeveloped real property that has significant potential for short-term or long-term appreciation (the
“Alternative Investments”), all as set forth in the Memorandum. It is expected that such Alternative
Investments may include transactions with Affiliates of the Managers and/or co-investment opportunities
alongside other entities managed or controlled by Affiliates of the Managers.
Section 7.6. Contingency Reserve Fund. Upon the completion of the Offering and in the event
that the Members elect the Conservation Option, the Carl Parker Conservation Option, or the Rex Road
Charitable Donation Option pursuant to the Mandatory Member Vote on Business Operations set forth in
Section 3.7 above, in addition to the amounts set forth above in Section 7.4 above, the Company shall
hold in a separate bank account the sum of $450,000 from the Initial Capital Contributions of all the
Members as an additional cash reserve (the “Contingency Reserve Fund”).
(a) If the Members choose either (i) the Charitable Contribution and Alternative
Investments Option, (ii) Rex Road Development and Carl Parker Conservation Option, or (iii) the Carl
Parker Development and Rex Road Charitable Option pursuant to the Mandatory Member Vote on
Business Operations, the Contingency Reserve Fund shall continue to be held in a segregated bank
account and such funds shall be utilized to pay for (A) any costs, fees and other expenses (and/or obtain
insurance to pay for any costs, fees and other expenses) in connection with any investigation, audit,
administrative action, legislative, congressional or judicial action against the Manager, the Property Entity
or its direct or indirect members (including the Company) brought by the IRS, any taxing authority or any
other Governmental Authority concerning a charitable deduction taken by the Property Entity, if any,
under Section 170(a), 170(c), 170(f)(3)(B)(ii),(iii) or 170(h) of the Code, or corresponding state tax
deduction, pursuant to the Property Entity’s Form 1065 “U.S. Return of Partnership” for 2019 or any
other income tax return, and/or (B) any indemnity expenses associated with any indemnity claims brought
pursuant to Section 9.3 below. In such event, the Contingency Reserve Fund shall be shown on the
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Company’s balance sheet as a restricted asset of the Company and the Company will distribute the unused
balance of the Contingency Reserve to the Members in accordance with Section 7.1 above after
December 31, 2023, but only in the event the Company is legally able to do so and to the extent the
Managers determine the Contingency Reserve is no longer needed. Notwithstanding the foregoing, the
Managers shall have the sole discretion to use a portion of the Contingency Reserve Fund to be combined
with the Investment Reserve for future investments opportunities of the Company.
(b) Alternatively, in the event the Members elect the Development Option pursuant
to the Mandatory Member Vote on Business Operations, the Contingency Reserve Fund will be combined
with the Investment Reserve and used to provide additional working capital for the Company’s and the
Property Entity’s associated development plans and operating budgets therefor.
Section 7.7. Withholding. To the extent that the Managers reasonably determine that it must
withhold tax from any Distribution to any Member (including pursuant to Section 1446(f) of the Code),
the Managers are authorized to withhold such amounts, as the Managers determine in its sole discretion,
from such Distributions and to pay the same over to the applicable taxing authority. Any such amounts
withheld shall be treated as having been distributed to such Member pursuant to this Article for all
purposes of this Agreement.
ARTICLE VIII.
ARBITRATION OF DISPUTES
Section 8.1. Binding Arbitration. Any Dispute that cannot be resolved by the Disputing Parties
shall be resolved solely by binding arbitration in Atlanta, Georgia, in accordance with the then prevailing
rules of the Association, as modified by the provisions of this Article VIII, in lieu of judicial proceedings.
Any arbitration hereunder shall be commenced by Dispute Notice from one Disputing Party to the other,
and must be commenced no later than the date when any judicial action upon the same matter would be
barred by any applicable statute of limitations. The Members specifically acknowledge and agree that
this Agreement and the businesses to be conducted by the Company all evidence transactions "involving
commerce" under the Federal Arbitration Act, 9 U.S.C.A. §§ 1-14, and hereby waive and relinquish any
right to claim otherwise.
Section 8.2. Selection of Arbitrators. Any arbitration hereunder shall be conducted by a panel of
three (3) Arbitrators, selected as follows:
(a) each Arbitrator must be an individual having no interest in the outcome of the
Dispute, and no affiliation of business relationship with either of the Disputing Parties;
(b) Managers shall be entitled to select one of the Arbitrators;
(c) a second Arbitrator shall be selected by the other Disputing Party; and
(d) the third Arbitrator shall be selected by the Association. If any Disputing Party
fails to select its Arbitrator within ten (10) days after the Dispute Notice, then the Association, and not the
Person or Persons who have failed to make such a selection, shall designate the remaining Arbitrator or
Arbitrators.
Section 8.3. Decision of Arbitrators. All decisions of the arbitrators shall be made by the
approval of at least two (2) of the three (3) Arbitrators.
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Section 8.4. Available Discovery. Each Disputing Party to the arbitration shall have the right to
request and obtain document production in accordance with the Federal Rules of Civil Procedure at any
time within the first thirty (30) days after the date of the Dispute Notice, and the right, in accordance with
such rules, to compel document production pursuant to any such request made within such time. The
Arbitrators shall have sole and absolute discretion to resolve all issues which may arise with respect to
any such production requests and to determine whether additional discovery is necessary or appropriate.
Section 8.5. Identification of Claims. Any Dispute may be comprised of multiple, separate
claims which, although generally related, involve separate and distinguishable issues of fact or law. Each
Disputing Party shall have the right, through notice to the Arbitrators and to the other Disputing Party
given not later than ten (10) days before the Hearing Date, to identify the separate claims which that
Disputing Party has determined to be part of the Dispute. Claims may not be mutually inconsistent in the
manner permitted in pleadings in civil litigation.
Section 8.6. Delivery of Final Proposals. Not less than three (3) business days before the
Hearing Date, each Disputing Party shall submit to the Arbitrators and other Disputing Party its final
proposal to resolve each claim. A final proposal must state a sum certain for each claim involving
payment of a liquidated sum, and must set forth a specific and detailed proposal for each claim that does
not involve the payment of a liquidated sum.
Section 8.7. Resolution of Claims. The Arbitrators shall have sole and absolute discretion to
ascertain the number and nature of separate claims which comprise the Dispute. The Arbitrators shall
have the power, to combine claims which they determine to be indistinguishable as a matter of fact or
law. The Arbitrators shall resolve each claim by approving the final proposal of a particular Disputing
Party with respect to such claim, and shall have no authority to compromise between the various final
proposals with respect to any particular claim.
Section 8.8. Arbitration Costs. The Disputing Party whose final proposal is approved shall be
entitled to recover its costs incurred with respect to the arbitration of the claim related to such final
proposal, and this amount shall be included in the Arbitrators' award. If a Disputing Party prevails with
respect to some claims and loses as to others, the Arbitrators shall allocate the costs of the arbitration
among the claims. If a Manager does not prevail with respect to any or all separate claims, the Company
shall pay all costs or/and expenses in connection therewith unless it is determined that, with respect to the
matter in dispute, the Manager’s act or failure to act constituted an act or omission undertaken with
deliberate intent to cause injury to the Company, constituted actual fraud by such Manager, or was
undertaken with reckless disregard for the best interests of the Company, in which event such Manager
shall pay such costs and expenses.
Section 8.9. Entry of Judgment. At any time within one (1) year after the Arbitrators’ award,
any party to the arbitration may apply to the United States District Court for the Northern District of
Georgia for a judgment to be entered upon such award, and the court shall grant an order confirming the
award unless the award is vacated, modified or corrected as described in Section 8.10 this Agreement.
Section 8.10. Vacation or Modification. Any court of competent jurisdiction may make an order
vacating the Arbitrators’ award, upon the application of any Disputing Party made within ninety (90) days
of the award, where (i) the award was procured by corruption, fraud or undue means; (ii) there was
evident partiality or corruption by the Arbitrators; or (iii) the Arbitrators were guilty of misconduct in
refusing to postpone the hearing, upon sufficient cause shown, or in refusing to hear evidence pertinent
and material to the Dispute. Any court of competent jurisdiction may make an order modifying or
correcting the Arbitrators’ award, upon the application of any Disputing Party made within ninety (90)
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days after the date of the award, where there was an evident material miscalculation of figures or an
evident material mistake in the description of any person, thing or property referred to in the award.
Section 8.11. Equitable Relief. Anything in this Article VIII to the contrary notwithstanding, the
Managers shall have the right, without resorting to arbitration, to seek a restraining order, injunction or
other equitable relief in connection with the enforcement of the restrictions on Assignment contained in
this Agreement. The Managers shall have the unrestricted right to seek such equitable relief in a court of
competent jurisdiction in Atlanta, Georgia. In such event, the court shall have the power only to grant
such equitable relief as may be necessary to enforce the Assignment restrictions, and all other aspects of
the Dispute shall be subject to the foregoing provisions of this Article VIII.
ARTICLE IX.
RIGHTS OF MANAGERS AND OTHER INDEMNIFIED PERSONS
Section 9.1. Liability of the Managers and Other Indemnified Persons.
(a) Whenever this Agreement or any other agreement contemplated hereby provides
that the Managers or any of its affiliates is permitted or required to make a decision (x) in its “sole
discretion” or “discretion” or under a grant of similar authority or latitude, the Managers, or such affiliate,
shall be entitled to consider only such interests and factors as it desires and, absent willful misconduct or
gross negligence, shall have no duty or obligation to give any consideration to any interest of or other
factors affecting the Company or any Members, or (y) in its “good faith” or under another express
standard, the Managers, or such affiliate, shall act under such express standard and shall not be subject to
any other or different standards imposed by this Agreement, any other agreement contemplated hereby or
applicable law or in equity or otherwise.
(b) Neither the Managers nor any other Indemnified Person shall be liable for
monetary damages or otherwise to the Company or any Members for any act or failure to act (including
breach of any duty of care or any duty of loyalty) unless it is established (the Person asserting such
liability having the burden of proof) that such action or failure to act was the result of willful misconduct
or gross negligence, constituted an act or omission undertaken with deliberate intent to cause injury to the
Company, constituted actual fraud, or was undertaken with reckless disregard for the best interests of the
Company. No Indemnified Person shall have any liability to the Company, Members or any Assignee for
any action permitted by this Agreement.
(c) To the extent that, at law or in equity, an Indemnified Person has duties
(including fiduciary duties) and liabilities relating thereto to the Company or to any Members, any such
Indemnified Person, including the Managers, acting under this Agreement shall not be liable to the
Company or to any Member for such Indemnified Person's good faith reliance on the provisions of this
Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing in law or in equity, are agreed by the Members to replace such
other duties and liabilities of such Indemnified Person.
Section 9.2. Other Matters Concerning a Manager.
(a) The Managers may rely upon and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.
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(b) The Managers may consult with legal counsel (including, but not limited to,
counsel who may be regular counsel to, or an employee of, the Company, the Managers, or any affiliate
thereof), accountants, appraisers, management consultants, investment bankers, and other consultants and
advisers selected by it and any opinion of any such Person as to matters that the Managers reasonably
believes to be within such Person’s professional or expert competence shall be full and complete
authorization and protection in respect to any action taken or suffered or omitted by the Managers
hereunder in good faith and in accordance with such opinion.
Section 9.3. Indemnification Provisions.
(a) To the fullest extent permitted by law, each Indemnified Person shall be
indemnified and held harmless by the Company from and against any and all Indemnity Expenses arising
from any and all Indemnity Claims unless, with respect to the matter at issue, it is established that the
Indemnified Person’s action or failure to act constituted an act or omission undertaken with willful
misconduct towards the Company, constituted actual fraud upon, or was undertaken with gross
negligence or reckless disregard for the best interests of the Company. The termination of any action, suit
or 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 Indemnified Person acted in a manner
contrary to that specified above.
(b) To the fullest extent permitted by law, all Indemnity Expenses incurred by an
Indemnified Person in defending any Indemnity Claim shall, from time to time, be advanced by the
Company prior to the final disposition of such Claim, upon receipt by the Company of an undertaking by
or on behalf of the Indemnified Person to repay such amount if it shall be determined that such Person is
not entitled to be indemnified as authorized in Section 9.3.
(c) The advancement of expenses and indemnification provided by this Section 9.3
shall be in addition to any other rights to which an Indemnified Person may be entitled under any
agreement, as a matter of law or otherwise, shall continue as to an Indemnified Person who has ceased to
serve in such capacity, and shall inure to the benefit of the heirs, successors, assigns, personal
representatives, and administrators of such Indemnified Person.
(d) The Company may purchase and maintain insurance on behalf of the Managers
and such other Indemnified Persons as the Managers shall determine against any liability that may be
asserted against, or expense that may be incurred by, such Person in connection with the Company’s
activities, regardless of whether the Company would have the power to indemnify such Person against
such liability under the provisions of this Agreement.
(e) Any indemnification hereunder shall be satisfied solely out of any insurance
obtained by the Company or the assets of the Company. In no event may an Indemnified Person subject
the Members, Assignees, Managers, or any of them to personal liability by reason of indemnification
hereunder.
(f) An Indemnified Person shall not be denied indemnification in whole or in part

under this Section 9.3 because the Indemnified Person had an interest in the transaction with respect to
which the indemnification applied, if the transaction was otherwise permitted by the terms of this
Agreement.
(g) The indemnification provided in this Section 9.3 is for the benefit of the
Indemnified Persons and their respective heirs, successors, assigns, executors, and administrators, and
shall not be deemed to create any right to indemnification for the benefit of any other Persons.
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(h) The provisions of this Section 9.3 are not intended to be exclusive. The
Managers may cause the Company to enter into an indemnification agreement with any Indemnified
Person, or to adopt policies covering any group of Indemnified Persons on such terms as the Managers
may determine in their sole discretion.
Section 9.4. Indemnification for Internal Revenue Service Claims. Notwithstanding anything
herein to the contrary, the Company will not indemnify nor will it reimburse any Member for expenses
incurred by a Member in connection with the defense or satisfaction of the IRS or any state department of
revenue (such as the Georgia Department of Revenue), claims, audits, adjustments, litigation, or penalties
related to such Member’s federal, state or local tax returns.
ARTICLE X.
DISSOLUTION AND WINDING-UP OF THE COMPANY
Section 10.1. Dissolution. The Company shall be dissolved, and its affairs shall be wound up on
the first to occur of the following: (i) the termination of the legal existence of the last remaining Member
of the Company or the occurrence of any other event which terminates the continued membership of the
last remaining Member in the Company unless the business of the Company is continued in a manner
permitted by this Agreement or the Act, (ii) the entry of a decree of judicial dissolution of the Company
pursuant to Section 18-802 of the Act, or (iii) upon the approval of the Managers with the Majority Vote
or Majority Written Consent of the Members. Upon the occurrence of any event that causes the last
remaining Member of the Company to cease to be a Member of the Company, to the fullest extent
permitted by law, the personal representative of such Member is hereby authorized to, and shall, within
ninety (90) days after the occurrence of the event that terminated the continued membership of such
Member in the Company, agree in writing (i) to continue the Company, and (ii) to the admission of the
personal representative or its nominee or designee, as the case may be, as a substitute Member of the
Company, effective as of the occurrence of the event that terminated the continued membership of the last
remaining Member of the Company in the Company.
(a) Notwithstanding any other provision of this Agreement, the bankruptcy of any
one of the Members shall not cause such Member to cease to be a Member of the Company and upon the
occurrence of such an event, the business of the Company shall continue without dissolution.
(b) Notwithstanding any other provision of this Agreement, each Member waives
any right it might have to agree in writing to dissolve the Company upon the bankruptcy of any Member,
or the occurrence of an event that causes any Member to cease to be a Member of the Company.
Section 10.2. Winding-Up. In the event of the dissolution of the Company, the Company shall
conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the
Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the
order of priority, set forth in Section 18-804 of the Act. Upon dissolution, the remaining Members may
preserve the Company business or property as a going concern for a reasonable time, prosecute and
defend actions and proceedings, settle and close the Company’s business, dispose of and transfer
property, discharge the Company’s liabilities, distribute the assets of the Company pursuant to the Act
and provisions of this Agreement, file articles of dissolution pursuant to the Act, dispose of known claims
against the Company, publish notice of dissolution pursuant to the procedures in the Act concerning
unknown claims, and perform all other acts necessary, appropriate and incidental to the winding up of the
Company’s affairs. A reasonable time shall be allowed for the orderly liquidation of the assets of the
Company and the discharge of its liabilities pursuant to the Act, so as to enable the Members to minimize
the normal losses attendant upon any liquidation.
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Section 10.3. Termination of Existence. The Company shall terminate its existence when (i) all
of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of
the Company shall have been distributed to the Members in the manner provided for in this Agreement,
and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act, by the
filing of a Certificate of Cancellation.
ARTICLE XI.
MISCELLANEOUS PROVISIONS
Section 11.1. Notices. Company statements, reports and income tax returns may be mailed to
Members by regular first-class mail. All other Notices under this Agreement shall be in writing, duly
signed by the party giving the same, and shall be deemed given when delivered in accordance with
Section 1.1(fff) herein.
Section 11.2. Binding Effect. This Agreement shall be binding upon all the parties hereto, and
their respective heirs, executors, administrators, successors and assigns. Subject to the restrictions on
Assignment contained herein, this Agreement shall inure to the benefit of the respective heirs, executors,
administrators, successors and assigns of the parties hereto.
Section 11.3. Severability. If any provision of this Agreement, or the application thereof to any
party or circumstance, shall be determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement, or the application of such provision to any
Person or circumstance other than that which is determined to be invalid or unenforceable, shall not be
affected thereby. Each provision hereof shall be valid and shall be enforced to the fullest extent permitted
by law.
Section 11.4. Identification. Throughout this Agreement, wherever the context so permits, the
masculine gender shall be deemed to include the feminine and vice-versa, and both shall be deemed to
include the neuter and vice-versa, and the singular shall be deemed to include the plural and vice-versa.
Section 11.5. Amendments To Agreement. The Managers may, without the consent or approval
of any Member or Assignee, amend this Agreement at any time, and from time to time, for the purposes
of (i) correcting any error, ambiguity, or omission; (ii) adding to the duties or obligations of, or
surrendering any rights or powers granted to, the Managers; (iii) making any change that the Managers, in
its reasonable discretion, determines (A) does not adversely affect the Members in any material respect,
(B) is necessary or desirable to satisfy any requirements, conditions, or guidelines contained in any
opinion, directive, order, ruling, or regulation of any federal, state, or other agency, or contained in any
federal, state, or local statute or ordinance, or (C) is required to effect the intent of any of the provisions
of this Agreement, or (D) is required to satisfy any requirements of the Code and of the Treasury
Regulations with respect to the Company, or any requirements of federal or state securities laws, in which
case such amendment shall, unless otherwise specified, have retroactive effect to the date of this
Agreement. Additional amendments not covered by the preceding sentence may be proposed by the
Managers, through Notice to the Members, and shall become effective upon the approval of a Majority
Vote or the Majority Written Consent of the Members.
Section 11.6. Entire Agreement. This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof.
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Section 11.7. Further Assurances. Each Member (and Assignee, if any) hereby agrees to execute
and deliver such further documents and to cooperate in taking such further action as may be necessary or
appropriate to affect this Agreement or any provision hereof.
Section 11.8. Authority. Each Person executing this Agreement on behalf of another Person
represents and warrants that he is authorized to do so, that such execution and the performance of this
Agreement do not violate any agreement or restriction to which such party is subject and that this
Agreement constitutes a legally binding obligation of such party.
Section 11.9. Execution in Counterparts; Facsimile and Electronic Signatures. This

Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed
an original and all of which, when taken together, constitute one and the same document. The signature of
any party to any counterpart shall be deemed a signature to, and may be appended to, any other
counterpart. Facsimile and electronic executions and deliveries shall have the full force and effect of
original signatures.
Section 11.10. Captions. Titles or captions contained in this Agreement are inserted only as a
matter of convenience and for reference and shall in no way define, limit, extend or describe the scope or
intent of this Agreement or of any provision hereof.
Section 11.11. Execution of Additional Instruments. Each Member hereby agrees to execute
such other and further statements of interest and holdings, designations, powers of attorney, documents,
and other instruments necessary to effectuate the purposes of this Agreement or comply with all
applicable laws, rules or regulations.
Section 11.12. Power of Attorney. Each Member hereby irrevocably makes, constitutes and
appoints the Managers, with full power of substitution, so long as the Managers are acting in such a
capacity (and any successor Manager thereof so long as such Managers are acting in such capacity), its
true and lawful attorney, in such Member’s name, place and stead (it is expressly understood and intended
that the grant of such power of attorney is coupled with an interest) to make, execute, sign, acknowledge,
swear and file with respect to the Company:
(a) this Agreement and all amendments hereto, adopted in accordance with the terms
hereof;
(b) all documents which are necessary to effect the dissolution and termination of the
Company;
(c) all such other instruments, documents and certificates which may from time to
time be required by the laws of the State of Delaware or any other jurisdiction in which the Company
shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement,
continue and defend the valid existence of the Company; and
(d) all instruments, documents and certificates which are necessary in connection
with a reorganization which has been authorized in accordance with the terms of this Agreement.
(e) all instruments, documents, and certificates which are necessary to transfer such
Member’s Shares in accordance with the terms of this Agreement.
This power of attorney shall not be affected by and shall survive the bankruptcy,
insolvency, death, incompetency, or dissolution of a Member and shall survive the delivery of any
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assignment by the Member of the whole or any portion of his or her Shares. Each Member hereby
releases the Managers from any liability or claim in connection with the exercise of the authority granted
pursuant to this power of attorney, and in connection with any other action taken by the Managers
pursuant to which such Managers purport to act as the attorney-in-fact for one or more Members, if the
Managers believed in good faith that such action taken was consistent with the authority granted to it
pursuant to this Section 11.12.
[INTENTIONALLY LEFT BLANK. SIGNATURES CONTAINED ON FOLLOWING PAGE.]
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DocuSign Envelope ID: 0DCC60F0-BEAE-413F-BE1E-41E7CED54AE4
IN WITNESS WHEREOF, the undersigned have hereunto set our hands and seals to this Limited
Liability Company Agreement of CPR Investors, LLC effective as of the date first above written.
COMPANY: MEMBERS:
CPR INVESTORS, LLC, INDIAN CREEK INVESTMENTS, LLC,

a Delaware limited liability company. a Georgia limited liability company.
By: INDIAN CREEK INVESTMENTS, LLC,
a Georgia limited liability company.
Its: Manager By:
Print Name: Eugene E. Pearson, Jr.
Title: Manager
By:
(COMPANY SEAL)
Print Name: Eugene E. Pearson, Jr.
Title: Manager
By: COLD RIVER PARTNERS, LLC, COLD RIVER PARTNERS, LLC,

a Georgia limited liability company. a Georgia limited liability company.
Its: Manager
By:
By: Print Name: Eugene E. Pearson, Jr.
Print Name: Eugene E. Pearson, Jr. Title: Manager
Title: Manager
(COMPANY SEAL) (COMPANY SEAL)
(Signature Page –LLC Agreement of CPR Investors, LLC)
4835-4602-9741v7
EXHIBIT A
DESCRIPTION OF THE REAL PROPERTY
REX ROAD PARCEL

The real property is hereby described as follows:
Tract 1:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT
166, 12TH DISTRICT, HENRY COUNTY, GEORGIA, CONTAINING 2,143,618 SQ. FT. OR
49.21 ACRES, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT AN IRON PIN AND CAP ON THE SOUTHERLY

RIGHT-OF-WAY LINE OF REX ROAD (80 FOOT RIGHT-OF-WAY WIDTH)
AND COMMON LINE OF LAND LOTS 165 & 166; THENCE, ALONG SAID
LAND LOT LINE, SOUTH 00 DEGREES 14 MINUTES 07 SECONDS EAST,
464.69 FEET TO A 1/2 INCH REBAR; THENCE, SOUTH 00 DEGREES 12
MINUTES 17 SECONDS EAST, 13.55 FEET TO THE POINT OF
BEGINNING; THENCE, SOUTH 00 DEGREES 12 MINUTES 17 SECONDS
EAST, 215.42 FEET TO A 3/8 INCH ROD; THENCE, SOUTH 00 DEGREES
22 MINUTES 33 SECONDS EAST, 190.14 FEET TO A 1/2 INCH REBAR;
THENCE, SOUTH 00 DEGREES 01 MINUTES 09 SECONDS WEST, 179.45
FEET TO A 1/2 INCH REBAR; THENCE, SOUTH 00 DEGREES 00 MINUTES
09 SECONDS WEST, 134.77 FEET TO A 1/2 INCH REBAR; THENCE,
SOUTH 00 DEGREES 08 MINUTES 50 SECONDS WEST, 614.62 FEET TO A
1/2 INCH REBAR; THENCE, SOUTH 00 DEGREES 23 MINUTES 43
SECONDS WEST, 259.91 FEET TO A POINT; THENCE, LEAVING SAID
LAND LOT LINE, SOUTH 66 DEGREES 15 MINUTES 18 SECONDS WEST,
6.91 FEET TO A 3/4 INCH PIPE WITH TEE; THENCE, SOUTH 66 DEGREES
15 MINUTES 18 SECONDS WEST, 229.30 FEET TO A 5/8 INCH REBAR;
THENCE, NORTH 67 DEGREES 30 MINUTES 26 SECONDS WEST, 1288.90
FEET TO A 1/2 INCH REBAR; THENCE, NORTH 52 DEGREES 32
MINUTES 23 SECONDS EAST, 373.69 FEET TO A 1 INCH OPEN TOP PIPE;
FEET TO A 1 INCH OPEN TOP PIPE FOUND ON THE EASTERLY RIGHT-
OF-WAY LINE OF REX ROAD (80 FOOT RIGHT-OF-WAY WIDTH);
THENCE, 99.30 FEET ALONG A CURVE TO THE LEFT (SAID CURVE
HAVING A RADIUS OF 819.46 FEET, AND CHORD BEARING NORTH 45
DEGREES 41 MINUTES 37 SECONDS EAST, 99.24 FEET) TO A POINT;
HAVING A RADIUS OF 643.96 FEET, AND A CHORD BEARING NORTH
39 DEGREES 50 MINUTES 16 SECONDS EAST, 53.58 FEET) TO A 1/2 INCH
REBAR; THENCE, LEAVING SAID RIGHT-OF-WAY LINE, SOUTH 57
DEGREES 50 MINUTES 00 SECONDS EAST, 225.86 FEET TO A 1/2 INCH
REBAR; THENCE, NORTH 30 DEGREES 46 MINUTES 00 SECONDS EAST,
247.65 FEET TO A 1/2 INCH REBAR; THENCE, NORTH 57 DEGREES 50
4835-4602-9741v7
MINUTES 30 SECONDS WEST, 216.67 FEET TO 1/2 INCH REBAR FOUND
ON SAID EASTERLY RIGHT-OF-WAY LINE OF REX ROAD; THENCE,
24.62 FEET ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A
RADIUS OF 7869.48 FEET, AND A CHORD BEARING NORTH 31
THENCE, 72.77 FEET ALONG A CURVE TO THE RIGHT (SAID CURVE
THENCE, NORTH 32 DEGREES 39 MINUTES 22 SECONDS EAST, 585.12
FEET TO A POINT; THENCE, 54.90 FEET ALONG A CURVE TO THE
RIGHT (SAID CURVE HAVING A RADIUS OF 309.63 FEET, AND A
CHORD BEARING NORTH 37 DEGREES 44 MINUTES 09 SECONDS EAST,
54.83 FEET) TO A POINT; THENCE, 276.92 FEET ALONG A CURVE TO
THE RIGHT (SAID CURVE HAVING A RADIUS OF 403.40 FEET, AND A
171.20 FEET) TO A POINT; THENCE, SOUTH 88 DEGREES 24 MINUTES 16
SECONDS EAST, 199.08 FEET TO A POINT; THENCE, LEAVING SAID
RIGHT-OF-WAY LINE, SOUTH 01 DEGREES 37 MINUTES 22 SECONDS
WEST, 478.00 FEET TO A POINT; THENCE, SOUTH 88 DEGREES 24
BEGINNING.
Tract 2:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND

LOT 166, 12TH DISTRICT, HENRY COUNTY, GEORGIA, CONTAINING 87,877 SQ.
FT. OR 2.02 ACRES, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIN AND CAP ON THE SOUTHERLY

464.69 FEET TO A ½ INCH REBAR FOUND; THENCE, SOUTH 00
DEGREES 12 MINUTES 17 SECONDS EAST, 13.55 FEET TO A POINT;
THENCE, LEAVING SAID LAND LOT LINE, NORTH 88 DEGREES 24
MINUTES 16 SECONDS WEST, 191.59 FEET TO A POINT; THENCE,
NORTH 01 DEGREES 37 MINUTES 22 SECONDS EAST, 478.00 FEET TO A
POINT ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF REX ROAD;
THENCE, ALONG SAID RIGHT-OF-WAY LINE, SOUTH 88 DEGREES 24
BEGINNING.
ALL OF FOREGOING REAL PROPERTY, being a portion of that certain real property
conveyed by RES-GA RRL, LLC, LLC to Rex Road Henry 52, LLC by virtue of that certain
Limited Warranty Deed, dated May 8, 2017 and recorded on May 11, 2017 in Deed Book 15234,
4835-4602-9741v7
Pages 192-200 in the official records of the Superior Court Clerk’s Office of Henry County,
State of Georgia.
CARL PARKER PARCEL
Tract 1:
ALL THAT PARCEL OR TRACT OF LAND LYING IN LAND LOTS 135 AND 154,
6TH DISTRICT, HENRY COUNTY GEORGIA, AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT NAIL FOUND AT THE COMMON CORNER OF

LAND LOTS 135, 136, 153 AND 154; THENCE, LEAVING COMMON
CORNER AND FOLLOWING ALONG COMMON LINE OF LAND LOTS 153
AND 154, SOUTH 00 DEGREES 46 MINUTES 29 SECONDS WEST A
DISTANCE OF 1,006.02 FEET TO A ONE-HALF INCH REBAR FOUND;
THENCE, LEAVING COMMON LAND LOT LINE, SOUTH 88 DEGREES 39
MINUTES 44 SECONDS WEST A DISTANCE OF 200.22 FEET TO A ONE-
HALF INCH REBAR FOUND; THENCE, SOUTH 00 DEGREES 45 MINUTES
06 SECONDS WEST A DISTANCE OF 435.42 FEET TO A ONE-HALF INCH
REBAR FOUND; THENCE, NORTH 37 DEGREES 04 MINUTES 38
SECONDS WEST A DISTANCE OF 1,804.10 FEET TO A POINT ON THE
SOUTHEASTERN RIGHT OF WAY LINE OF CARL PARKER ROAD
(VARIABLE R/W); THENCE, FOLLOWING ALONG SAID RIGHT OF WAY
LINE, 84.41 FEET ALONG A CURVE TO THE LEFT (SAID CURVE
THENCE, NORTH 21 DEGREES 18 MINUTES 56 SECONDS EAST A
DISTANCE OF 101.11 FEET TO A POINT; THENCE, NORTH 19 DEGREES
49 MINUTES 38 SECONDS EAST A DISTANCE OF 268.19 FEET TO A
POINT; THENCE, NORTH 17 DEGREES 32 MINUTES 45 SECONDS EAST
A DISTANCE OF 31.41 FEET TO A POINT; THENCE, NORTH 18 DEGREES
POINT; THENCE, LEAVING SAID RIGHT OF WAY LINE, SOUTH 82
DEGREES 43 MINUTES 45 SECONDS EAST A DISTANCE OF 613.33 FEET
TO A POINT; THENCE, NORTH 08 DEGREES 06 MINUTES 05 SECONDS
EAST A DISTANCE OF 150.75 FEET TO A POINT; THENCE, NORTH 27
DEGREES 49 MINUTES 15 SECONDS WEST A DISTANCE OF 61.26 FEET
TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CARL
PARKER ROAD; THENCE, 153.51 FEET ALONG RIGHT OF WAY LINE,
ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS OF
2,530.00 FEET, AND A CHORD BEARING NORTH 72 DEGREES 24
MINUTES 13 SECONDS EAST, 153.48 FEET) TO A POINT; THENCE,
NORTH 70 DEGREES 45 MINUTES 21 SECONDS EAST A DISTANCE OF
315.49 FEET TO A HALF-INCH REBAR FOUND; THENCE, LEAVING SAID
4835-4602-9741v7
RIGHT OF WAY LINE, SOUTH 00 DEGREES 23 MINUTES 09 SECONDS
WEST A DISTANCE OF 666.95 FEET; THENCE, SOUTH 00 DEGREES 23
MINUTES 09 SECONDS WEST A DISTANCE OF 542.45 FEET TO THE
POINT OF BEGINNING.
SAID TRACT OR PARCEL HAVING AN AREA OF 42.55 ACRES (1,853,430

SQUARE FEET).
Tract 2:
ALL THAT PARCEL OR TRACT OF LAND LYING IN LAND LOT 135, 6TH
DISTRICT, HENRY COUNTY GEORGIA, AND BEING MORE PARTICULARLY
COMMENCING AT THE EASTERLY RIGHT OF WAY LINE OF

CARL PARKER ROAD (VARIABLE R/W) AND THE INTERSECTION OF
TWIN OAKS DRIVE (60’ R/W); THENCE, FOLLOWING ALONG CARL
PARKER ROAD RIGHT OF WAY LINE 294.85 FEET TO THE POINT OF
BEGINNING; THENCE, LEAVING SAID RIGHT OF WAY LINE, SOUTH 83
TO A POINT; THENCE, SOUTH 08 DEGREES 06 MINUTES 05 SECONDS
WEST A DISTANCE OF 150.75 FEET TO A POINT; THENCE, NORTH 82
TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF CARL
PARKER ROAD; THENCE, ALONG SAID RIGHT OF WAY LINE, NORTH
18 DEGREES 14 MINUTES 57 SECONDS EAST A DISTANCE OF 145.27
FEET TO THE POINT OF BEGINNING.
SAID TRACT OR PARCEL HAVING AN AREA OF 2.02 ACRES (88,029 SQUARE

FEET).
conveyed by HP Henry, LLC, to WePartner Carl Parker 101, LLC by virtue of that certain
Limited Warranty Deed, dated December 29, 2015 and recorded on December 30, 2015 in Deed
Book 14391, Pages 101-104 in the official records of the Superior Court Clerk’s Office of Henry
County, State of Georgia.
4835-4602-9741v7
EXHIBIT B
MEMBER NAME AND ADDRESS, SHARES AND PERCENTAGE INTEREST
NAME AND ADDRESS OF MEMBER NUMBER OF PERCENTAGE

SHARES INTEREST
Indian Creek Investments, LLC 50,770 75%
Cold River Partners, LLC 16,923 25%

TOTALS: 67,693 100%
4835-4602-9741v7
EXHIBIT B
Amended and Restated Operating Agreement of CPR Properties, LLC
[SEE ATTACHED]
B-1
4815-3794-7053v5
AMENDED AND RESTATED OPERATING AGREEMENT
OF
CPR PROPERTIES, LLC
________, 2019
THE MEMBERSHIP INTERESTS DESCRIBED HEREIN AND DENOMINATED AS UNITS (THE “UNITS”)
HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE
SECURITIES LAWS (“STATE ACTS”) AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED
IN RULE 144 UNDER THE SECURITIES ACT. SUCH UNITS WERE ISSUED IN RELIANCE UPON ONE OR
MORE EXEMPTIONS FROM REGISTRATION CONTAINED IN SECTIONS 3(b)(1), 4(a)(2), or 4(a)(5) OF
THE SECURITIES ACT AND APPLICABLE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION
UNDER THE STATE ACTS. THE UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED,
OR OTHERWISE TRANSFERRED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE
SECURITIES ACT AND THE STATE ACTS, OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER THE
STATE ACTS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION OR QUALIFICATION IS NOT REQUIRED. ALL UNITS ARE GOVERNED BY THE TERMS
OF THIS AMENDED AND RESTATED OPERATING AGREEMENT, INCLUDING THE ADDITIONAL
TRANSFER RESTRICTIONS CONTAINED HEREIN AND MAY ONLY BE TRANSFERRED IN
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. BASED UPON THE FOREGOING, EACH
HOLDER OF UNITS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT
THEREIN FOR AN INDEFINITE PERIOD OF TIME.
4812-0090-8206v3
TABLE OF CONTENTS
1. Definitions and Interpretative Guidelines. ........................................................................................ 2
2. Formation of the Company. .............................................................................................................. 2
2.1 Organization and Governing Law ................................................................................................ 2
2.2 Name ............................................................................................................................................ 2
2.3 Principal Place of Business .......................................................................................................... 2
2.4 Registered Office and Registered Agent ...................................................................................... 2
2.5 Term ............................................................................................................................................. 2
2.6 Purpose ......................................................................................................................................... 2
2.7 Qualification in Other Jurisdictions.............................................................................................. 3
2.8 Taxation as Partnership; No State Law Partnership or Agency.................................................... 3
2.9 Adoption of Operating Agreement ............................................................................................... 4
2.10 Rights of Third Parties; Creditors Not Benefited ......................................................................... 4
2.11 “Default Rules” Overridden ......................................................................................................... 4
3. Additional Members. ........................................................................................................................ 4
3.1 New Members .............................................................................................................................. 4
3.2 Prohibition Against Retroactive Allocations ................................................................................ 4
4. Rights, Duties and Obligations of Members. .................................................................................... 5
4.1 Limitation on Liability ................................................................................................................. 5
4.2 No Liability for the Company Obligations ................................................................................... 5
4.3 List of Members ........................................................................................................................... 5
4.4 Priority and Return of Capital ...................................................................................................... 5
4.5 Members Are Not Agents; No Authority for Members to Bind Company .................................. 5
4.6 Other Activities of Members; Conflicts of Interest; Duty of Loyalty .......................................... 5
4.7 Title to Assets ............................................................................................................................... 6
5. Units and Voting Rights. ................................................................................................................... 6
5.1 Units ............................................................................................................................................. 6
5.2 Voting Rights ............................................................................................................................... 6
6. Capitalization of the Company.......................................................................................................... 6
6.1 Initial Capital Contributions ......................................................................................................... 6
6.2 Additional Capital Contributions ................................................................................................. 7
6.3 Capital Accounts .......................................................................................................................... 8
6.4 Interest on and Return of Capital.................................................................................................. 8
6.5 Loans by Members ....................................................................................................................... 9
6.6 Certain Reserves ........................................................................................................................... 9
6.7 Representations and Warranties of the Members ......................................................................... 9
7. Allocations. ..................................................................................................................................... 12
7.1 Allocation of Net Profit .............................................................................................................. 12
4812-0090-8206v3
7.2 Allocation of Net Loss and Credits ............................................................................................ 12
7.3 Loss Limitation .......................................................................................................................... 12
7.4 Qualified Income Offset ............................................................................................................. 13
7.5 Gross Income Allocation ............................................................................................................ 13
7.6 Nonrecourse Deductions ............................................................................................................ 13
7.7 Company Minimum Gain Chargeback ....................................................................................... 13
7.8 Member Nonrecourse Debt ........................................................................................................ 13
7.9 Member Minimum Gain Chargeback ......................................................................................... 14
7.10 Curative Allocations ................................................................................................................... 14
7.11 Distributions of Nonrecourse Liability Proceeds ....................................................................... 14
7.12 Allocation of Debt ...................................................................................................................... 14
7.13 Compliance with Code Section 704(b)....................................................................................... 15
7.14 7.14 Section 704(c) .................................................................................................................... 15
7.15 Charitable Donation Allocation .................................................................................................. 15
7.16 Determinations ........................................................................................................................... 15
8. Distributions. ................................................................................................................................... 15
8.1 Distribution of Distributable Cash ............................................................................................. 15
8.2 Interim Distributions .................................................................................................................. 16
8.3 Form of Distributions ................................................................................................................. 16
8.4 No Mandatory Tax Distributions ............................................................................................... 16
8.5 Distribution and Allocation upon Liquidation or Dissolution .................................................... 16
8.6 Amounts Withheld ..................................................................................................................... 17
9. Actions and Meetings of Members. ................................................................................................ 17
9.1 No Required Meetings ............................................................................................................... 17
9.2 Place of Meetings ....................................................................................................................... 17
9.3 Notice of Meetings ..................................................................................................................... 17
9.4 Fixing Record Date .................................................................................................................... 17
9.5 Quorum ...................................................................................................................................... 18
9.6 Voting......................................................................................................................................... 18
9.7 Proxy .......................................................................................................................................... 18
9.8 Action Without a Meeting .......................................................................................................... 18
9.9 Telephone or Electronic Meetings.............................................................................................. 19
9.10 Waiver of Notice ........................................................................................................................ 19
10. Rights and Duties of the Company’s Managers. ............................................................................. 19
10.1 Manager’s Duties and Responsibilities ...................................................................................... 19
10.2 Number, Tenure and Qualifications ........................................................................................... 19
10.3 Certain Powers of the Manager .................................................................................................. 19
10.4 Reliance by Third Parties ........................................................................................................... 19
10.5 Manager’s Standard of Care; Duty of Loyalty; Business Opportunities .................................... 20
ii
4812-0090-8206v3
10.6 Mandatory Member Vote on Business Operations ..................................................................... 21
10.7 Actions Requiring Member Consent or Approval ...................................................................... 22
10.8 Transactions with the Manager and its Affiliates ....................................................................... 24
10.9 Expenses ..................................................................................................................................... 24
10.10 Resignation ................................................................................................................................. 25
10.11 Removal ..................................................................................................................................... 25
11. Liability and Indemnification. ......................................................................................................... 25
11.1 Limited Liability of Members .................................................................................................... 25
11.2 Liability to Members .................................................................................................................. 26
11.3 Indemnification .......................................................................................................................... 26
12. [RESERVED.] ................................................................................................................................ 28
13. Member Withdrawals. ..................................................................................................................... 28
14. Additional Members. ...................................................................................................................... 28
15. Unit Transfers, Prohibitions, and Restrictions. ............................................................................... 28
15.1 Transfers ..................................................................................................................................... 28
15.2 Conditions of Transfer ............................................................................................................... 29
15.3 Rights of Legal Representatives ................................................................................................. 29
15.4 Fees and Taxes ........................................................................................................................... 30
15.5 Power of Attorney ...................................................................................................................... 30
16. Books and Records of the Company. .............................................................................................. 30
16.1 Fiscal Year ................................................................................................................................. 30
16.2 Books of Account and Records .................................................................................................. 30
16.3 Tax Returns ................................................................................................................................ 31
16.4 Cash Method .............................................................................................................................. 31
16.5 Financial Statements .................................................................................................................. 31
16.6 Tax Elections; Partnership Representative; Centralized Partnership Audit Procedures ............. 31
17. Dissolution and Termination. .......................................................................................................... 33
17.1 Dissolving Events ....................................................................................................................... 33
17.2 Effect of Dissolution .................................................................................................................. 34
17.3 Winding Up, Liquidation and Distribution of Assets ................................................................. 34
17.4 Deemed Distribution and Recontribution ................................................................................... 35
17.5 Certificate of Termination .......................................................................................................... 36
17.6 Return of Contribution Nonrecourse to Other Members ............................................................ 36
17.7 Disposition of Documents and Records ..................................................................................... 36
18. Arbitration of Disputes. ................................................................................................................... 36
18.1 Binding Arbitration .................................................................................................................... 36
18.2 Selection of Arbitrators .............................................................................................................. 36
18.3 Decision of Arbitrators ............................................................................................................... 37
18.4 Available Discovery ................................................................................................................... 37
iii
4812-0090-8206v3
18.5 Identification of Claims .............................................................................................................. 37
18.6 Delivery of Final Proposals ........................................................................................................ 37
18.7 Resolution of Claims .................................................................................................................. 37
18.8 Arbitration Costs ........................................................................................................................ 37
18.9 Entry of Judgment ...................................................................................................................... 38
18.10 Vacation or Modification ........................................................................................................... 38
18.11 Equitable Relief .......................................................................................................................... 38
19. Miscellaneous Provisions. ............................................................................................................... 38
19.1 Independent Status of Parties ..................................................................................................... 38
19.2 Notices ....................................................................................................................................... 38
19.3 Binding Effect ............................................................................................................................ 39
19.4 Severability ................................................................................................................................ 39
19.5 Identification .............................................................................................................................. 39
19.6 Amendments to Agreement ........................................................................................................ 39
19.7 Entire Agreement ....................................................................................................................... 40
19.8 Further Assurances ..................................................................................................................... 40
19.9 Authority .................................................................................................................................... 40
19.10 Execution in Counterparts; Facsimile and Electronic Signatures ............................................... 40
19.11 Captions...................................................................................................................................... 40
iv
4812-0090-8206v3
OF
CPR PROPERTIES, LLC,

a Georgia limited liability company
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”)

of CPR PROPERTIES, LLC, a Georgia limited liability company (the “Company”) is entered
into and effective as of [____________], 2019 (the “Effective Date”), by and among the
Company, CPR Investors, LLC, a Delaware limited liability company, (“CPRI”),
WEPARTNER CARL PARKER 101, LLC, a Georgia limited liability company (“WePartner
CP”), and REX ROAD HENRY 52, LLC, a Georgia limited liability company (“Rex Road
Henry” and, together with WePartner CP are individually referred to herein as an “Original
Member” and collectively as the “Original Members”), as well as any and all future Members
of the Company (by execution of a written agreement to be bound by the terms of this
Agreement).
W I T N E S E T H:
WHEREAS, the Company was formed by its Organizer by causing the filing of the
Articles of Organization to be filed with the Georgia Secretary of State’s Office on September
30, 2019;
WHEREAS, the Company and its Original Members entered into that certain Operating
Agreement of CPR Properties, LLC, dated as of November 22, 2019 (the “Original Operating
Agreement”);
WHEREAS, the Company owns two (2) separate parcels totaling approximately 95.80
acres, more or less, of unimproved real estate located in Henry County, Georgia (the “Real
Property”) as more particularly described on Exhibit 3;
WHEREAS, the Members desire to have no liability to third parties to the fullest extent
provided under the Georgia Limited Liability Company Act, Title 14, §§ 14-11-100, et seq., as
amended from time to time (the “LLC Act”); and
WHEREAS, as of the Effective Date, the Members and the Manager desire to enter into
this Agreement to (i) admit CPRI into the Company as a Member; (ii) to amend and restate the
Original Operating Agreement and (iii) reflect the terms and conditions of the Company
operations and set out the Members’ relative rights, obligations, and duties with respect to the
Company and to provide for the Company’s management and operation.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants

expressed herein, and other good and valuable consideration, the receipt, sufficiency, and
adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby certify and agree as follows:
-1-
4812-0090-8206v3
1. DEFINITIONS AND INTERPRETATIVE GUIDELINES.
All words with initial capitals are defined in Exhibit 1, which exhibit also sets forth certain
interpretative guidelines to be applied in interpreting the provisions of this Agreement.
2. FORMATION OF THE COMPANY.
2.1 Organization and Governing Law. The Company has been organized as a
Georgia limited liability company under the LLC Act and shall continue as such. Except as
provided in Section 2.11, all questions concerning the construction, validity, and interpretation of
this Agreement, and the performance of the obligations imposed by this Agreement, shall be
governed by the internal law, not the law of conflicts, of the State of Georgia, and specifically
the LLC Act.
2.2 Name. The name of the Company is “CPR Properties, LLC”. The Company’s
Manager, in its sole discretion and in compliance with applicable law, may change the name of
the Company at any time and from time to time. From time to time, the Manager may, in its sole
discretion and in compliance with applicable law, adopt such trade or fictitious names as it may
deem appropriate for the conduct of the Company’s business and affairs. The Manager must file
and publish any fictitious business name statements and must affect other similar filings as are
required by applicable laws or as the Manager considers appropriate or advisable.
2.3 Principal Place of Business. The principal place of business of the Company is
located at 6435 Shiloh Road, Suite 100, Alpharetta, Georgia 30005. From time to time, the
Manager may, in its sole discretion, change the Company’s principal place of business as the
needs of the Company require.
2.4 Registered Office and Registered Agent. The Company’s registered office and
the name of its registered agent shall be as set forth in the Company’s Articles of Organization.
The registered office or registered agent may be changed from time to time, in the sole discretion
of the Manager, by such means as are permitted under the LLC Act.
2.5 Term. The term of the Company commenced on the date the Articles of
Organization were filed with the Secretary of the State of Georgia and shall continue thereafter
until terminated in accordance with the provisions of this Agreement.
2.6 Purpose.
2.6.1 The Company has been primarily organized to acquire and hold the Real
Property for purposes of (i) developing a senior living facility on the Rex Road Parcel, consisting
of 400 senior independent living units and 200 assisted senior living units (the “Rex Road
Development”), and (ii) developing a senior living facility on the Carl Parker Parcel, consisting
of 400 senior independent living units and 200 assisted senior living units (the “Carl Parker
Development”, and together with the Rex Road Development, collectively, the “Development
Activities”). Alternatively, due to certain conservation values presented by the Real Property, the
Development Activities may be foregone by the Property Entity donating the Rex Road Parcel as
a “charitable contribution” or gift, pursuant to Section 170 of the Code, to the Charitable
Organization (the “Charitable Donation”), and encumbering a 42.58-acre portion of the Carl
-2-
4812-0090-8206v3
Parker Parcel (the “Conservation Area”) with a perpetual Conservation Easement charitably
contributed to and in favor of the Charitable Organization (the “Qualified Conservation
Contribution”). There is also an opportunity to implement the Rex Road Development and
make the Qualified Conservation Contribution, or to implement the Carl Parker Development
and make the Charitable Donation. The Members hereby acknowledge and agree that the
foregoing determination regarding the business operations of the Property Entity shall be decided
following the completion of the Offering by the Majority Vote or Majority Written Consent of
the Members, following the recommendation of the Managers, which shall take place by no later
than December 27, 2019, pursuant to written ballot or otherwise (the “Mandatory Member
Vote on Business Operations”). As such, pursuant to the Mandatory Member Vote on Business
Operations, each of the Members shall be given the opportunity to vote on the following five (5)
options, the final outcome of which shall be conclusive and binding on the Company, the
Members and the Managers. The foregoing options for the business and affairs of the Company
shall be determined by the Majority Vote or Majority Written Consent of the Members pursuant
to Section 10.5.3 below.
2.6.2 The Company may also engage in any one or more, or all, of the following
activities:
(a) To engage in any and all activities and transactions and enter into
any and all agreements and undertakings which are appropriate, necessary, customary,
convenient, or incidental to the purposes set forth in Section 2.6.1; and
(b) To engage in any other lawful act or activity approved by the

Manager.
2.7 Qualification in Other Jurisdictions. The Manager shall cause the Company, at
the Company’s expense, to be qualified or registered under applicable laws of any jurisdiction in
which the Company transacts business and is authorized to execute, deliver and file any
certificates and documents necessary to effect such qualification or registration, including
without limitation, the appointment of agents for service of process in such jurisdictions.
2.8 Taxation as Partnership; No State Law Partnership or Agency. The Company

has been formed so as to qualify and will be treated as a partnership for federal income tax
purposes and the Members agree not to take any action inconsistent with the Company’s
classification as a partnership for federal income tax purposes. Nothing in this Agreement is
intended to cause the Company to be taxed as a “C” corporation. All Members expressly
disclaim any intent to be taxed as anything other than a partnership. The Members intend that the
Company not be operated or treated as a “partnership” for purposes of Section 303 of the United
States Bankruptcy Code, 11 U.S.C. § 101, et seq. The classification of the Company as a
partnership applies only for federal and, as applicable, state and local, income tax purposes, and
its characterization as such, solely for tax purposes, does not create or imply a general
partnership or mutual agency between the Members for state law or any other purpose. Instead,
the Members acknowledge the status of the Company as a limited liability company formed
under the LLC Act.
-3-
4812-0090-8206v3
2.9 Adoption of Operating Agreement. The Members adopt this Agreement as the
amended and restated operating agreement of the Company within the meaning of the LLC Act.
All Members admitted subsequently must join in and ratify this Agreement as a condition of
admission.
2.10 Rights of Third Parties; Creditors Not Benefited. This Agreement is entered into
by and among the Members and the Company for the exclusive benefit of the Company, its
Members, the Manager, and their respective successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended or is to be construed to give any creditor of the
Company or any creditor of the Members, the Manager, or any other Person whatsoever, other
than the Members and the Company, any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any of its covenants, conditions, or provisions, and such provisions
are and shall be held to be for the sole and exclusive benefit of the Members and the Company.
Without limiting the generality of the foregoing, no creditor shall be entitled to require a Member
to solicit or accept any loan or additional capital contribution for the Company or to enforce any
right which the Company may have against such Member, whether arising under this Agreement
or otherwise.
2.11 “Default Rules” Overridden. The Members intend that this Agreement be the
sole source of the relationship among them as members of the Company, and, except to the
extent a provision of this Agreement, expressly incorporates federal income tax rules by
reference to sections of the Code or Treasury Regulations or is expressly prohibited or
ineffective under the LLC Act, this Agreement governs, even when inconsistent with, or
different than, the provisions of the LLC Act or any other law. Except as otherwise provided in
this Agreement or by applicable law, the business and internal affairs of the Company must be
governed in accordance with the LLC Act. To the extent that this Agreement contains a
provision contrary to a provision of the LLC Act that permits its being overridden by a written
limited liability company agreement, the provisions of this Agreement must govern over the
contrary provision of the LLC Act whether or not specific reference is made to the overridden
provision of the LLC Act.
3. ADDITIONAL MEMBERS.
3.1 New Members. The Manager may, in its sole discretion, without the consent of
any other Member, admit additional Members to the Company in connection with the execution
by such additional Member of a Unit purchase agreement, contribution agreement, subscription
agreement or similar agreement and a joinder agreement to this Agreement; provided, however,
that if a Member is (or Members are) disproportionately diluted by such admission (except in the
case of a Defaulting Member in connection with a Required Capital Contribution pursuant to
Section 6.2), the Manager is required to obtain written approval of such admission from the
affected Member(s).
3.2 Prohibition Against Retroactive Allocations. Notwithstanding anything in this

Agreement to the contrary, no new Member will be entitled to any allocation of losses, credit,
income, or expense deductions incurred by the Company attributable to a period prior to such
Member’s admission to the Company. The Manager may, at its option and in its sole discretion,
at the time a new Member is admitted, close the Company’s books (as though the Company’s tax
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year had ended) or make pro rata allocations of loss, income and expense deductions to a new
Member for that portion of the Company’s tax year in which a Member was admitted in
accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations
promulgated thereunder.
4. RIGHTS, DUTIES AND OBLIGATIONS OF MEMBERS.
4.1 Limitation on Liability. The liability of each Member and Manager will be
limited as set forth in this Agreement, the LLC Act and any other applicable laws.
4.2 No Liability for the Company Obligations. No Member or Manager will have
any personal liability for any debts, losses, liabilities or obligations of the Company beyond his
or her respective Capital Contributions, except as provided by law or this Agreement.
4.3 List of Members. Upon the written request of any Member, the Company must
provide a list showing the names and addresses of all Members, the Units owned by each of
them, and any other information required to be provided to Members by the LLC Act.
4.4 Priority and Return of Capital. Except as specifically provided in this

Agreement, no Member has priority over any other Member, either as to the return of Capital
Contributions or as to Net Profit, Net Loss or distributions. This Section does not apply to a
Member Loan (as distinguished from a Capital Contribution).
4.5 Members Are Not Agents; No Authority for Members to Bind Company. The
Company will be managed as set forth in Section 10 and no Member has any right or power to
participate in the management of the Company except as expressly provided for under this
Agreement or as expressly required by the LLC Act. Accordingly, no Member, acting solely in
the capacity of a Member, is an agent of the Company nor can any Member, acting solely in such
capacity, bind or execute any instrument on behalf of the Company. The Members agree that
only the Manager has the authority to bind the Company. No Member, other than a Member who
is a Manager and is duly acting in its capacity as such, may take any action as a Member to bind
the Company and each Member must indemnify the Company for any costs or damages incurred
by the Company as a result of the unauthorized action of such Member.
4.6 Other Activities of Members; Conflicts of Interest; Duty of Loyalty. It is

intended that the Company’s business and purpose be limited to that stated in Section 2.6 of this
Agreement. The Company, the Members, and the Manager acknowledge and agree that the
pursuit of any business opportunity outside of the Company’s purpose shall not be deemed to be
a Company opportunity, that engaging in any such outside activities are not competitive with the
Company, and do not violate any duty of loyalty to the Company under the LLC Agreement or at
common law. In furtherance thereof, it is expressly acknowledged that the Members may and do
have other business interests and may engage in other business activities and pursuits in addition
to those relating to the Company. Neither the Company nor the Members shall have any right, by
virtue of the formation or operation of the Company or this Agreement, to share or participate in
such other investments or activities of the other Members or the income or proceeds derived
therefrom. No Member shall incur any liability to the Company or to the Members as a result of
engaging in any other business or venture. The Members may engage in or possess an interest in
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other business ventures of every nature and description, independently or with others, including
the ownership, operation, management, and syndication of businesses in the same line of
business as the Company. To the fullest extent permitted by the Act, the Company and the
Members hereby waive, release and relinquish any claim that they have or may have against any
Member under any “partnership opportunity” doctrine, “corporate opportunity” doctrine,
“limited liability company” doctrine, or any other legal or equitable principal of law arising with
respect to or in connection with the pursuit of any such business opportunity by any Member.
No Member shall be obligated to present any particular opportunity to the Company, even if such
opportunity is of a character which, if presented to the Company, could be taken by the
Company, and the Members shall have the right to take for its own account or to recommend to
others any such particular opportunity. No decision or action taken by the Members in reliance
on the provisions of this Agreement shall be subject to review or challenge in any way or in any
forum on the basis that it involved any breach of a duty of loyalty or similar fiduciary obligation.
4.7 Title to Assets. Title to all assets acquired by the Company will be held in the
name of the Company. No Member will individually have any ownership interest or rights in the
assets of the Company, except indirectly by virtue of that Member’s ownership of Units. No
Member has any right to seek or obtain a partition of the assets of the Company, nor does any
Member have the right to any specific assets of the Company upon the liquidation of or any
distribution from the Company.
5. UNITS AND VOTING RIGHTS.
5.1 Units. The interest of Members in the profits and losses of the Company and the
right of Members to distributions and allocations and the return of capital contributions and other
amounts specified in this Agreement are evidenced by Units of interest in the Company
(“Units”).
5.2 Voting Rights. Each Member is entitled to one (1) vote per each Unit owned by
that Member on all the Company matters which require or which are submitted to the Members
for approval.
6. CAPITALIZATION OF THE COMPANY.
6.1 Initial Capital Contributions.
6.1.1 Original Members. Pursuant to the Original Operating Agreement, (i)

WePartner CP contributed the Carl Parker Parcel as a Capital Contribution pursuant to Section
721 of the Code in exchange for a 50% membership interest in the Company; and (ii) Rex Road
Henry contributed the Rex Road Parcel as a Capital Contribution pursuant to Section 721 of the
Code in exchange for a 50% membership interest in the Company. The Company owns the Real
Property free and clear of any mortgage or other encumbrance. Exhibit 2 sets forth the Original
Members’ names, addresses, Capital Contributions and number of Units.
6.1.2 CPR Investors. As of the Effective Date, (a) CPRI has purchased from
WePartner CP and Rex Road Henry the number of Units set forth in Exhibit 2, and (b) CPRI has
contributed to the Company of $862,500 as a capital contribution, which will be used to, among
other things, (i) pay property taxes owed on the Real Property, if any, (ii) pay certain
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professional fees and expenses that have been incurred by the Company, including, but not
limited to, legal and accounting expenses and costs for appraisals and surveys, (iii) pay ongoing
management and consulting fees and (iv) establish working capital for the Company’s future
operating expenses. Exhibit 2 sets forth CPRI’s name, address, Capital Contribution, and
number of Units.
6.2 Additional Capital Contributions. Other than the initial capital contributions set
forth in Section 6.1, no Member shall be required to make any additional Capital Contributions
to the Company, except as provided in this Section 6.2.
6.2.1 At any time, following the vote or written consent of the Members set
forth in Section 10.5.3, where, pursuant to the CPRI Vote on Business Operations, its members
have selected any of the options set forth in Sections Error! Reference source not found.,
Error! Reference source not found., 10.6(d) or 10.6(e) (the Development Option, the
Investment Option, the Rex Road Development and Carl Parker Conservation Option or the Carl
Parker Development and Rex Road Charitable Donation Option) or, in the event the Company
requires additional capital in connection with the stated purposes of the Company as set forth in
Section 2.6, or to increase the Operating Reserve, the Manager shall have the right, at its sole
discretion, to declare a Capital Call (as defined below) for a Supplemental Capital Contribution
by each of the Members, such that each Member shall contribute to the paid-in-capital of the
Company an amount equal to the product the aggregate amount of the Supplemental Capital
Contribution required to be contributed pursuant to such Capital Call, multiplied by such
Member’s Ownership Percentage as of the date of such Capital Call (a “Required Capital
Contribution”). For purposes of this Agreement, a “Capital Call” shall mean a Notice given by
the Company or its Manager to each Member specifying the aggregate amount of Supplemental
Capital Contribution and each Member’s Required Capital Contribution. Each Member shall
have ten (10) days after receiving such Notice to furnish, in cash or its equivalent, such
Member’s Required Capital Contribution.
6.2.2 If any Member (each, a “Defaulting Member”) fails or refuses to make a

Required Capital Contribution pursuant to any Capital Call, then those Members contributing
their Required Capital Contributions pursuant to such Capital Call (the “Contributing
Member(s)”) shall have the option, but not the obligation, to make an additional Supplemental
Capital Contribution equal to any Defaulting Member’s Required Capital Contribution in such
proportions as the Contributing Members shall agree (or pro rata according to each Contributing
Member’s Ownership Percentage, compared to the Ownership Percentage of all Contributing
Members, as of the date of the Capital Call if no such agreement is reached). In the event one or
more Contributing Members elects to make the Required Capital Contribution of any Defaulting
Member, such additional Supplemental Capital Contribution shall be considered an acquisition
of additional Units in the Company, and (i) such additional Supplemental Capital Contribution
shall be credited to the Capital Account of the Contributing Member and (ii) the Ownership
Percentage of all the Members shall be adjusted, as of the last day of the calendar month in
which the additional Supplemental Capital Contribution is made, so that the Ownership
Percentage of each Member shall thereafter be equal to the percentage obtained by dividing:
(a) the sum of all Capital Contributions by such Member (including

the entire amount of the applicable Supplemental Capital Contribution made by such
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Member, including any Supplemental Capital Contribution made by such Member on a
Defaulting Member’s behalf), by
(b) the aggregate amount of all Capital Contributions by all the

Members (including the aggregate amounts of the applicable Supplemental Capital
Contributions made by all the Members).
(c) For the purposes of this Section 6.2.2, the resulting percentage
with respect to each Member shall be the adjusted Ownership Percentage of such
Member, which shall supersede the prior Ownership Percentage of such Member. Any
increase in the Ownership Percentage of a Contributing Member shall be deemed to be
the result of an acquisition of additional Units in the Company by such Contributing
Member, which the Company shall allocate additional Units to such Member to account
therefor.
6.3 Capital Accounts. A separate capital account (a “Capital Account”) shall be

maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv),
and this Section 6.3 shall be interpreted and applied in a manner consistent with such Section of
the Treasury Regulations. Each Member’s Capital Account (a) shall be increased by (i) the
amount of money contributed by such Member to the Company, (ii) the fair market value of
property contributed by such Member to the Company (net of liabilities secured by such
contributed property that the Company is considered to assume or take subject to under Code
Section 752) and (iii) allocations to such Member of Net Profit and any items of income or gain
allocated to such Member pursuant to Section 7 and (b) shall be decreased by (i) the amount of
money distributed to such Member by the Company, (ii) the fair market value of property
distributed to such Member by the Company (net of liabilities secured by such distributed
property that such Member is considered to assume or take subject to under Code Section 752)
and (iii) allocations to such Member of Net Losses and any items of loss or deduction allocated
to such Member pursuant to Section 7. Upon the disposition of any Units, the Capital Account of
the disposing Member that is attributable to such Units carries over to the assignee in accordance
with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(1). In accordance with
Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the Company must adjust the Capital
Accounts of its Members to reflect revaluations (including any unrealized income, gain or loss)
of the Company property (including intangible assets such as goodwill), whenever it issues
additional interests in the Company (including any interests with a zero initial Capital Account),
whenever it redeems interests in the Company or whenever the adjustments would otherwise be
permitted under such Treasury Regulations. In the event that the Capital Accounts of the
Members are so adjusted, (x) the Capital Accounts of the Members must be adjusted in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for allocations of
depreciation, depletion, amortization and gain or loss, as computed for book purposes, with
respect to such property and (y) the amount of upward and/or downward adjustments to the book
value of the Company property must be treated as Net Profit, Net Loss, gross income, gain, gross
deduction and/or gross loss for purposes of applying the allocation provisions of Section 7.
6.4 Interest on and Return of Capital. No Member is entitled to any interest on his
Capital Contribution and, no Member has the right to demand or, except as otherwise provided in
Section 17.3, to receive the return of all or any part of his Capital Contribution.
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6.5 Loans by Members. Upon the approval of the terms thereof by the Manager, any
Member may make a secured or unsecured loan to the Company upon commercially reasonable
terms (a “Member Loan”). The making of a Member Loan shall not create any additional
fiduciary duty as between the Member and the Company and shall not otherwise restrict the right
to foreclose, or restrict any other legal or equitable remedies which may be exercised by the
Member as may be provided to a third party creditor under law. A Member Loan shall not be
treated as a Capital Contribution for any purpose under this Agreement, nor shall any such
Member Loan entitle a Member to any increase in his or her share of the Net Profits or Net
Losses of, or the distributions from the Company. Any Member Loan shall be repayable on the
terms and conditions and shall bear interest at the rate agreed to by the Member making the
Member Loan and the Manager.
6.6 Certain Reserves.
6.6.1 Upon completion of the Offering by CPRI, the Manager shall cause CPRI
to pay over to the Company, as a contribution to the paid-in-capital of the Company, the
Operating Reserve. The Manager shall use the Operating Reserve to initially fund a working
capital reserve to operate the Company until such time, if ever, the Company generates positive
cash flow and to be available for any other proper or business use of the Company, including, but
not limited to, those set forth in Section 2.6, and handling various contingencies which may be
encountered by the Company; provided, however, to the extent the Operating Reserve is
expended as herein provided for, the Manager shall be under no obligation to restore, refresh, or
replenish the Operating Reserve.
6.6.2 Notwithstanding anything herein to the contrary, if the Company

implements the Charitable Contribution and Alternative Investments Option, the Rex Road
Development and Carl Parker Conservation Option or the Carl Parker Development and Rex
Road Charitable Donation Option, pursuant to the Mandatory Member Vote on Business
Operations, CPRI will establish a contingency reserve fund of $500,000 (the “Contingency
Reserve Fund”), which shall be maintained by CPRI or contributed to the Company, in CPRI’s
sole discretion, and held for at least five (5) years from the date of donation, to be utilized to pay
for any costs, fees and other expenses (and/or obtain insurance to pay for any costs, fees and
other expenses) in connection with any investigation, audit, administrative action, legislative or
judicial action against the Company or its direct or indirect members brought by the IRS, any
taxing authority or any other Governmental Authority concerning a charitable deduction taken by
the Company, if any, under Sections 170(a), 170(c), or 170(f)(3)(B)(ii) of the Code, or
corresponding state tax deduction, pursuant to the Company’s Form 1065 “U.S. Return of
Partnership” for 2019 or any other income tax return. Thereafter, the Contingency Reserve Fund
shall be distributed to CPRI’s members in accordance with the CPRI LLC Agreement.
Additionally, as set forth in the CPRI LLC Agreement, a portion of the Contingency Reserve
Fund may be utilized for future investment opportunities of CPRI.
6.7 Representations and Warranties of the Members. Each of the Members warrants
and represents to, and agrees with, the other Members and the Company, as follows:
(a) Such Member acknowledges that the Units are not being registered
under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of one
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or more statutory exemptions found in Sections 3(b)(1), 4(a)(2) or 4(a)(5) thereof, and
Regulation D promulgated thereunder, relating to transactions not involving a public
offering. The Members also understand that the Units are not being registered under
applicable United States state securities law, but are being issued and sold in reliance on
exemptions from registration set forth therein. The Member further acknowledges that the
Company’s reliance on such statutory exemptions is based in part on the representations
made by the Member in this Agreement.
(b) Such Member is the sole party in interest with respect to the
Capital Contribution set forth on Exhibit 2 to this Agreement (and the corresponding
Units to be acquired with such Capital Contribution) and is acquiring its Units with the
intent of holding them for investment for its own account and without the intent of, or a
view to, participating directly or indirectly in any distribution or resale of those Units,
and the Member does not intend to divide its participation with others, or to resell, assign,
or otherwise dispose of all or any portion of its Units.
(c) Such Member acknowledges and agrees that: (i) the provisions of
Rule 144 promulgated under the Securities Act are not presently available for the resale
of its Units and that it has no contract right for the registration under the Securities Act of
those Units for public sale; and (ii) he must bear the economic risk of an investment in
the Units for an indefinite period of time because the Units have not been registered
under the Securities Act nor under any applicable United States state securities laws, and,
therefore, cannot be sold unless it is subsequently registered under the Securities Act and
under applicable United States state securities laws or an exemption from such
registration is available. The Member further acknowledges and agrees that it cannot and
will not sell or otherwise transfer its Units except in a transaction that is exempt under the
Securities Act and all applicable United States state securities laws, or pursuant to an
effective registration under such laws or in a transaction which is otherwise in
compliance with the Securities Act and such laws.
(d) Such Member has not relied upon the Company with respect to
making any evaluation of the income tax consequences of its investment in its Units.
(e) Such Member and its advisors have had an opportunity to ask
questions of the appropriate representatives of the Company concerning all matters
relating to the Company and have received answers to such inquiries and has obtained all
additional information concerning the Company and the Real Property that he has
requested to the extent that the Company possesses such information or could acquire it
without unreasonable effort or expense. All such materials and information requested by
the Member and its advisors (including information requested to verify information
previously furnished) have been made available and examined by the Member and its
advisors.
(f) Such Member acknowledges that prior to its execution of this

Agreement it received a copy of it and that it has examined this Agreement or caused it to
be examined by its representative or attorney. The Member acknowledges that it has such
knowledge and expertise in business, financial, and tax matters sufficient for it to
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evaluate the merits and risks associated with the investment in its Units and to make an
informed investment decision with respect thereto.
(g) Such Member has consulted with its attorneys, financial advisors
and others regarding all financial, securities and tax aspects of the proposed investment,
and that said advisors have reviewed this Agreement and all documents relating thereto
on the Member’s behalf. The Member and its advisors have sufficient knowledge and
experience in business and financial matters to evaluate the Company, to evaluate the
risks and merits of an investment in the Company, to make an informed investment
decision with respect thereto, and to protect the Member’s interest in connection with its
subscription without need for the additional information which would be required to be
included in a registration statement prepared and filed in accordance with the Securities
Act.
(h) This Agreement is and will remain the Member’s valid and binding
agreement, enforceable in accordance with its terms (subject, as to the enforcement of
remedies, to any applicable bankruptcy, insolvency, or other similar laws generally
affecting the enforcement of creditors’ rights).
(i) Such Member will not take a position on its individual federal
income tax return, on any claim for refund, or in any administrative or legal proceedings
that is inconsistent with the provisions of this Agreement without obtaining the prior
written consent of the Company.
(j) Such Member has sufficient knowledge and experience in business

and financial matters as to be capable of understanding and evaluating the risks and
merits of investing in the securities of early stage private companies and has had
sufficient opportunity to seek the advice of a qualified attorney or trained financial
advisor to assist him in making a decision to invest in the Company.
(k) Such Member is able to bear the economic risk of losing its entire
investment in the Company, which is not disproportionate to its net worth, and that the
Member has adequate means of providing for its current and future needs without regard
to the investment in the Company.
(l) Such Member is an “accredited investor” as defined in Rule 501(a)

of Regulation D pursuant to the Securities Act.
(m) Such Member acknowledges that the Company makes no

representations of any kind concerning its intent or ability to offer or sell any of the Units
in a public offering or otherwise. The Member further understands that the Company
makes no representation or warranty regarding its fulfillment in the future of any
reporting requirements under the Securities Exchange Act of 1934, as amended, or its
dissemination to the public of any current financial or other information concerning the
Company, as may be required as a condition for the unregistered resale of restricted
securities.
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(n) In connection with the Member’s purchase of the Units, no oral or
written representations or warranties have been made to the Member by any person.
(o) Such Member agrees that it will not attempt to pledge, transfer,
convey or otherwise dispose of any portion of its Unit(s) or any interest therein except in
a transaction that is the subject of either (i) an effective registration statement under the
Securities Act and any applicable state securities laws or (ii) an available exemption from
registration under the Securities Act and any applicable state securities laws. The
Member consents to the placement of a legend on any certificates or documents
representing its Unit(s), substantially as follows, and further agrees not to pledge, transfer
convey or otherwise dispose of any portion of its Unit(s), or any interest therein, except
in accordance with the terms of the following legend and the terms of this Agreement:
THE MEMBERSHIP INTERESTS DESCRIBED HEREIN AND DENOMINATED AS

UNITS (THE “UNITS”) HAVE NOT BEEN REGISTERED UNDER THE FEDERAL
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES
LAWS (“STATE ACTS”), AND ARE RESTRICTED SECURITIES AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. SUCH UNITS WERE
ISSUED IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM
REGISTRATION CONTAINED IN SECTIONS 3(b)(1), 4(a)(2) or 4(a)(5) OF THE
SECURITIES ACT AND APPLICABLE EXEMPTIONS FROM REGISTRATION OR
QUALIFICATION UNDER THE STATE ACTS. THE UNITS MAY NOT BE SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED,
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE SECURITIES
ACT AND THE STATE ACTS, OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
REGISTRATION OR QUALIFICATION UNDER THE STATE ACTS, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION OR QUALIFICATION IS NOT REQUIRED. ALL UNITS ARE
GOVERNED BY THE TERMS OF THAT CERTAIN AMENDED AND RESTATED
OPERATING AGREEMENT OF THE COMPANY, DATED [__________, 2019],
INCLUDING THE ADDITIONAL TRANSFER RESTRICTIONS CONTAINED
THEREIN AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH THE
TERMS OF SUCH AGREEMENT.
7. ALLOCATIONS.
7.1 Allocation of Net Profit. Subject to Sections 7.4 through 7.16, Net Profit for any
Fiscal Year or portion thereof must be allocated among the Members in proportion to their
respective Ownership Percentages.
7.2 Allocation of Net Loss and Credits. Subject to Sections 7.3 through 7.16, Net
Loss and credits (federal and state) for any Fiscal Year or portion thereof must be allocated
among the Members in proportion to their respective Ownership Percentages.
7.3 Loss Limitation. Notwithstanding anything in this Agreement to the contrary, no

loss or item of deduction shall be allocated to a Member if such allocation would cause such
Member to have an Adjusted Capital Account Deficit as of the last day of the Fiscal Year or
other period to which such allocation relates. Any amounts not allocated to a Member pursuant
to the limitations set forth in this paragraph shall be allocated to the other Members to the extent
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possible without violating the limitations set forth in this paragraph, and any amounts remaining
to be allocated shall be allocated among the Members in accordance with their Ownership
Percentages. A Member’s Capital Account balance shall not be reduced below zero in
connection with the allocation of the basis attributable to a charitable donation of all or any
portion of the Real Property.
7.4 Qualified Income Offset. In the event any Member unexpectedly receives any
adjustments, allocations or distributions described in Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), (5), or (6) which would cause such Member to have an Adjusted Capital
Account Deficit, items of the Company income and gain shall be specially allocated to such
Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury
Regulations, such Adjusted Capital Account Deficit as quickly as possible. This Section 7.4 is
intended to constitute a “qualified income offset” in satisfaction of the alternate test for economic
effect set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3) and is to be interpreted to
the extent possible, to comply with the requirements of such Treasury Regulations as it may be
amended or supplemented from time to time.
7.5 Gross Income Allocation. In the event any Member has a deficit Capital Account
at the end of any Fiscal Year which is in excess of the sum of (i) any amounts such Member is
obligated to restore pursuant to this Agreement, plus (ii) such Member’s distributive share of
Company Minimum Gain as of such date, plus (iii) such Member’s share of Member
Nonrecourse Debt Minimum Gain determined pursuant to Regulations Section 1.704-2(g)(1) and
1.704-2(i)(5), each such Member must be specially allocated items of the Company income and
gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to
this Section 7.5 must be made only if and to the extent that such Member would have a deficit
Capital Account in excess of such sum after all other allocations provided for in this Section 7
have been made as if Section 7.4 and this Section 7.5 were not in the Agreement.
7.6 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be
allocated among the Members in proportion to their respective Ownership Percentages. For
purposes of this Section 7.6, the term “Nonrecourse Deductions” has the meaning set forth in
Treasury Regulations Section 1.704-2(b)(1).
7.7 Company Minimum Gain Chargeback. Notwithstanding any other provisions of

this Section 7, in the event there is a net decrease in Company Minimum Gain during a the
Company Fiscal Year, the Members must be specially allocated (before any other allocation is
made pursuant to this Section 7) items of income and gain in accordance with Treasury
Regulations Section 1.704-2(f). For purposes of this Section 7, the term “Company Minimum
Gain” has the meaning for “partnership minimum gain” set forth in Treasury Regulations
Section 1.704-2(b)(2), and any Member’s share of Company Minimum Gain must be determined
in accordance with Treasury Regulations Section 1.704-2(g)(1). This Section 7.7 is intended to
comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-
2(f) and must be interpreted and applied in a manner consistent therewith.
7.8 Member Nonrecourse Debt. Notwithstanding any other provisions of this

Section 7, to the extent required by Treasury Regulations Section 1.704-2(i), any items of
income, gain, deduction and loss of the Company that are attributable to a nonrecourse debt of
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the Company that constitutes Member Nonrecourse Debt (including chargebacks of “partner
nonrecourse debt minimum gain” (as used in the Code) (the “Member Nonrecourse Debt
Minimum Gain”)) must be allocated in accordance with the provisions of Treasury Regulations
Section 1.704-2(i). For purposes of this Section 7, the term “Member Nonrecourse Debt” has
the meaning for “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704-
2(b)(4). This Section 7.8 is intended to satisfy the requirements of Treasury Regulations Section
1.704-2(i) (including the partner nonrecourse debt chargeback requirements) and must be
interpreted and applied in a manner consistent therewith.
7.9 Member Minimum Gain Chargeback. Except as otherwise provided in Treasury

Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Section 7, if there
is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member
Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member
Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in
accordance with Treasury Regulations Section 1.704-2(i)(5), must be specially allocated items of
the Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in
an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt
Minimum Gain attributable to such Member Nonrecourse Debt determined in accordance with
Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence must
be made in proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated must be determined in accordance with Treasury
Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 7.9 is intended to comply with
the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and
must be interpreted consistently therewith.
7.10 Curative Allocations. The allocations set forth in Sections 7.4 through 7.9 (the
“Regulatory Allocations”) are intended to comply with the requirements of Treasury
Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provisions of this
Section 7 (other than the Regulatory Allocations), the Regulatory Allocations must be taken into
account in allocating other items of income, gain, deduction and loss among the Members so
that, to the extent possible, the net amount of such allocations of other items and the Regulatory
Allocations to each Member shall be equal to the net amount that would have been allocated to
each such Member if the Regulatory Allocations had not occurred. This Section 7.10 shall be
interpreted and applied in such a manner and to such extent as is reasonably necessary to
eliminate, as quickly as possible, permanent economic distortions that would otherwise occur as
a consequence of the Regulatory Allocations in the absence of this Section 7.10.
7.11 Distributions of Nonrecourse Liability Proceeds. If, during a taxable year, the
Company makes a distribution to any Member that is allocable to the proceeds of any
nonrecourse liability of the Company that is allocable to an increase in Company Minimum Gain
pursuant to Treasury Regulations Section 1.704-2(h), then the Company must elect, to the extent
permitted by Treasury Regulations Section 1.704-2(h)(3), to treat such distribution as a
distribution that is not allocable to an increase in Company Minimum Gain.
7.12 Allocation of Debt. The indebtedness of the Company shall be allocated among
the Members under Code Section 752 and the Treasury Regulations promulgated thereunder.
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7.13 Compliance with Code Section 704(b). The allocation provisions contained in
this Section 7 are intended to comply with Code Section 704(b) and the Treasury Regulations
promulgated thereunder and shall be interpreted and applied in a manner consistent therewith.
7.14 7.14 Section 704(c). In accordance with Section 704(c) of the Code and the
Treasury Regulations promulgated thereunder, property contributed to the Company that at the
time of contribution has a fair market value as reflected in the Capital Account of the
contributing Member in excess of its adjusted tax basis, is treated as Section 704(c) property.
Items of income, gain, loss, and deduction with respect to any Section 704(c) property must
solely for Federal income tax purposes be allocated among the Members so as to take into
account any variation between the adjusted tax basis of the property contributed to the Company
and its initial fair market value. The method for allocating such items of income, gain, loss, and
deduction must be the “traditional method” described in Treasury Regulation Section 1.704-3(b).
In the event the book value of any property of the Company is adjusted pursuant to this
Agreement, allocations of income, gain, loss, and deduction and credit with respect to such
property must take into account any variation between the adjusted price of such property for
Federal income tax purposes and its fair market value in the same manner as under Section
704(c) of the Code and the Treasury Regulations promulgated thereunder.
7.15 Charitable Donation or Conservation Allocation. If the Charitable Donation or

Conservation Option is selected pursuant to the Mandatory Member Vote on Business
Operations, the deduction from the “charitable contribution” or gift, pursuant to Section 170 of
the Code, must be allocated to the Members in proportion to their respective Ownership
Percentages. The Members’ respective Capital Accounts must be reduced by the basis of the
contributed property that gave rise to the charitable deduction. Subject to Section 7.3, the
reductions for the basis of the contributed property that gave rise to the charitable deduction must
be allocated to the Members in proportion to their respective Ownership Percentages.
7.16 Determinations. For purposes of this Agreement, Net Profit and Net Loss must
be determined in a manner that is consistent with Section 703 of the Code and shall be adjusted
to the extent necessary to reflect the requirements of Sections 704 and 705 of the Code and the
Treasury Regulations promulgated thereunder (including without limitation, the requirements of
Section 704(c) and the “substantial economic effect” safe harbor). Any elections or other
decisions relating to Capital Accounts and tax allocations shall be made by the Manager in any
manner that reasonably reflects the purpose and intent of this Agreement.
8. DISTRIBUTIONS.
8.1 Distribution of Distributable Cash. The Distributable Cash of the Company for
any Fiscal Year, if any, may be distributed at such time(s) and in such amount(s) and manner as
the Manager may determine. If the Manager distributes Distributable Cash, it must be
distributed:
(a) First, to the Members in proportion to their respective aggregate

Member Loan balances (principal and interest), until their respective aggregate Member
Loans have been reduced to zero (paying interest first and then principal); and
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(b) Thereafter, to the Members in proportion to their respective
Ownership Percentages at the time of the distribution.
Notwithstanding anything herein to the contrary, following the dissolution of the

Company as provided in Section 17, distributions shall be made in accordance with Section
17.3.2. No distribution shall be made to a Member if prohibited by Section 14-11-407 of the
LLC Act.
8.2 Interim Distributions. The Manager may make interim distributions to the
Members during each Fiscal Year based on the Manager’s projections of the Company’s
Distributable Cash for the Fiscal Year. To the extent that any Member’s interim distributions
during any Fiscal Year exceed that Member’s distribution under Section 8.1 for the Fiscal Year,
the excess must be regarded as a loan by the Company that the Member is obligated to repay
within 30 days after the end of that Fiscal Year, with interest on the unpaid balance at an annual
rate equal to the Prime Rate plus two percentage points from the end of the Fiscal Year to the
date of repayment.
8.3 Form of Distributions. A Member, regardless of the nature of the Member’s

Capital Contribution, has no right to demand and receive any distribution from the Company in
any form other than money. Subject to Section 17.3, no Member may be compelled to accept
from the Company a distribution of any asset in kind in lieu of a proportionate distribution of
money being made to other Members. Prior to any distribution of property other than money, the
procedure set forth in Section 17.3.3 must be applied (with proper adjustments in light of prior
valuations of the property for prior Capital Account adjustments). All distributions must be made
in accordance with Section 7.1, 7.2, or 17.3.2 as the case may be.
8.4 No Mandatory Tax Distributions. Because the Company shall be taxed as a

partnership for federal and state tax purposes, each Member hereby acknowledges that any
Profits of the Company for each fiscal year shall be allocated to him, her or it, and that he, she or
it shall bear any and all tax liability (including, without limitation, federal and state tax liability)
for such allocated Profits, whether or not the Company makes distributions to the Members in
respect of such fiscal year. The Members acknowledge that the Company shall have no
obligation to make distributions to Members in order for the Members to satisfy any such tax
liabilities, and may first apply any Profits to satisfy the Company’s commitments or to establish
sufficient reserves as determined by the Manager.
8.5 Distribution and Allocation upon Liquidation or Dissolution. In the event the
Company (or a Member’s interest therein) is “liquidated” within the meaning of Treasury
Regulations Section 1.704-1(b)(2)(ii)(g), subject to the prior payment of all liabilities of the
Company, any distributions must be made pursuant to this Section 8.5 to the Members (or such
Member, as appropriate) in accordance with their positive Capital Account balances pursuant to
Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2). The Parties intend that the allocation
provisions contained in this Agreement produce final Capital Account balances of the Members
that will permit liquidating distributions to be made to the Members pursuant to Section 8.1. To
the extent that the allocation provisions contained in this Agreement fail to produce such final
adjusted Capital Account balances, (i) such provisions must be amended if and to the extent
necessary to produce such result, (ii) net income and net losses of the Company (or items of
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gross income and deduction of the Company) must be allocated by the Company among the
Members for current and future years and (iii) the provisions of this sentence must control
notwithstanding any reallocation or adjustment of net income or net loss (or items thereof) by the
IRS or other taxing authority.
8.6 Amounts Withheld. All amounts withheld pursuant to the Code or any provision
of any state or local tax law with respect to any payment, distribution or allocation to the
Members must be treated as amounts distributed to the Members pursuant to this Section 8 for all
purposes under this Agreement. The Company is authorized to withhold from distributions, or
with respect to allocations, to the Members and to pay over to any federal, state or local
government any amounts required to be so withheld pursuant to the Code or any provisions of
any other federal, state or local law. The Members may allocate any such amounts among the
Members in any manner that is in accordance with applicable law.
9. ACTIONS AND MEETINGS OF MEMBERS.
9.1 No Required Meetings. The Members may, but shall not be required to, hold any
annual, special or other periodic formal meetings. Meeting of the Members may be called by the
Managers or by any Member(s) holding at least twenty-five percent (25%) of the outstanding
Units.
9.2 Place of Meetings. The Manager may designate any place, either within or
outside the State of Georgia, as the place of meeting for any meeting of the Members. If no
designation is made, or if a special meeting is otherwise called, the place of meeting is the
principal offices of the Company in the State of Georgia.
9.3 Notice of Meetings. Written notice stating the place, day and hour of the meeting
and the purpose or purposes for which the meeting is called shall be delivered not less than five
(5) nor more than thirty (30) days before the meeting, either personally or by mail, by or at the
direction of the person calling the meeting, to each Member entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered three (3) calendar days after being deposited
in the United States mail, addressed to the Member at its address as it appears on the books of the
Company, with postage thereon prepaid.
9.4 Fixing Record Date. For the purpose of determining Members entitled to Notice
of or to vote at any meeting of Members or any adjournment of a meeting, or entitled to receive
payment of any distribution, or in order to make a determination of Members for any other
proper purposes, the Manager may fix in advance a date as the record date for any such
determination of Members, such date in any case to be not more than thirty (30) days, and, in the
case of a meeting of Members, not less than ten (10) days, prior to the date on which the
particular action requiring such determination of Members is to be taken. If no record date is
fixed for the determination of Members entitled to Notice of or to vote at a meeting of Members,
or Members entitled to receive payment of a distribution, the date on which the Notice of the
meeting is mailed is adopted is the record date for such determination of Members. When a
determination of Members entitled to vote at any meeting of Members has been made as
provided in this Section, such determination applies to any adjournment thereof, except where
the Manager fixes a new record date of the adjourned meeting.
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9.5 Quorum. Members holding a majority of the outstanding Units, represented in
person or by proxy, constitute a quorum at any meeting of Members. In the absence of a quorum
at any such meeting, a majority of the Units so represented may adjourn the meeting from time to
time for a period not to exceed one hundred twenty (120) days without further Notice. However,
if at the adjournment a new record date is fixed for the adjourned meeting, a Notice of the
adjourned meeting must be given to each Member of record entitled to vote at the meeting. At
such adjourned meeting at which a quorum is present or represented, any business may be
transacted which might have been transacted at the meeting as originally noticed. The Members
present at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during such meeting of that number of Units whose absence
would cause less than a quorum to be present.
9.6 Voting.
9.6.1 Voting Rights. Each Member is entitled at each meeting of Members to

one vote for each Unit owned by that Member, as reflected on the records of the Members of the
Company, (i) on the date fixed by the Manager as the record date for the determination of the
Members who are entitled to Notice of and to vote at such meeting or (ii) if no such record date
has been so fixed, then at the close of business on the day next preceding the day on which
Notice thereof is given, or, if Notice is waived, at the close of business next preceding the day on
which the meeting is held. It is expressly understood and agreed that the Members have no right
to vote on any matter except as expressly set forth in this Agreement or in the LLC Act.
9.6.2 General Voting Requirements. If a quorum is present, except as

specifically provided otherwise in Section 10.7 or any other provision of this Agreement, the
affirmative vote of majority of the total Units represented in person or by proxy is the act of the
Members, unless the vote of a greater proportion or number is otherwise required by the LLC
Act, by the Articles of Organization, or by this Agreement. Unless otherwise expressly provided
in this Agreement or required under applicable law, Members who have an interest (economic or
otherwise) in the outcome of any particular matter upon which the Members vote or consent may
vote or consent upon any such matter and their Units, vote or consent, as the case may be, must
be counted in the determination of whether the requisite matter was approved by the Members.
The Members must cause written minutes to be prepared of all actions taken by the Members and
must deliver a copy of those minutes to each Member within 15 days after the meeting.
9.7 Proxy. At all meetings of Members, a Member may vote in person or by proxy
executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy must be
filed with the Manager before or at the time of the meeting. No proxy is valid after 11 months
from the date of its execution, unless otherwise provided in the proxy.
9.8 Action Without a Meeting. Any action that may be taken by the Members at a
meeting of the Members may be taken without a meeting if a written consent setting forth the
action so taken is signed by Members representing a majority of the total outstanding Units and
filed with the minutes of the proceedings of Member meetings. The consent may be contained in
one document or in several documents in like form, each signed by one or more of the Members
concerned. Such consent has the same force and effect as a unanimous affirmative vote of the
Members.
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9.9 Telephone or Electronic Meetings. Members may participate in the meetings of
the Members by means of a conference telephone call or similar electronic communication by
means of which all Members who participate in the meeting can hear each other, and
participation in a meeting pursuant to this Section 9.9 constitutes presence in person at that
meeting.
9.10 Waiver of Notice. When any Notice is required to be given to any Member, a
waiver thereof in writing signed by the Member, whether before, at, or after the time stated
therein, is the equivalent to the giving of such Notice. A Member’s attendance at a meeting
waives objection to lack of Notice or defective Notice of the meeting, unless the Member at the
beginning of the meeting objects to holding the meeting or transacting business at the meeting.
10. RIGHTS AND DUTIES OF THE COMPANY’S MANAGERS.
10.1 Manager’s Duties and Responsibilities. For all purposes of the LLC Act, all
aspects of the Company’s management shall be vested in the Manager. Except for situations in
which the approval of the Members is expressly required by this Agreement or by non-waivable
provisions of the LLC Act, the Manager has full and complete authority, power and discretion to
manage and control the business, affairs and properties of the Company, to make all decisions
regarding those matters and to perform all other duties, acts or responsibilities customary or
incident to the management of the Company’s business, including, but not limited to, those
duties, acts or responsibilities set forth in that certain Management Agreement by and between
the Company and the Manager, dated as of the Effective Date (the “Management Agreement”).
10.2 Number, Tenure and Qualifications. The Company initially shall have one (1)
Manager who shall be Indian Creek Investments, LLC, a Georgia limited liability company
(“Indian Creek”). Each Person appointed as a Manager of the Company shall serve in such
capacity until his, her or its earlier resignation pursuant to Section 10.10, removal pursuant to
Section 10.11, or the dissolution and winding up of the Company pursuant to this Agreement.
Managers need not be Members, individuals, or residents of, or organized or incorporated under
the laws of, the State of Georgia. Notwithstanding anything herein to the contrary, Indian Creek
may only be removed for “Cause” pursuant to Section 10.11 below. Successor managers shall be
appointed by a Majority Vote or Majority Written Consent of the Members.
10.3 Certain Powers of the Manager. The Manager has the power and authority, on
behalf of the Company, as provided in this Agreement. Unless authorized to do so by this
Agreement or by the Manager, no attorney-in-fact, employee or other agent of the Company has
any power or authority to bind the Company in any way, to pledge its credit or to render it liable
pecuniarily for any purpose.
10.4 Reliance by Third Parties. Any lender, title company, purchaser, seller, co-
tenant, or any other person dealing with the Company may rely upon a certificate executed by
the Manager as to (i) the existence or nonexistence of any fact or facts which constitute
conditions precedent to acts by the Company that are related in any way to the business and
affairs of the Company; (ii) the persons who are authorized to execute and deliver any instrument
or document of or on behalf of the Company; (iii) any act or failure to act by the Company; and
(iv) any other matters related in any way to the Company, or its assets, affairs, or business.
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10.5 Manager’s Standard of Care; Duty of Loyalty; Business Opportunities.
10.5.1 The Manager’s duty of care in the discharge of its duties for and to the
Company is limited to refraining from engaging in conduct which a reasonable person would
view as being opposed to the best interests of the Company. In discharging its duties, the
Manager shall be fully protected in relying in good faith upon the records required to be
maintained by the Company and upon such information, opinions, reports, or statements by any
of the Company’s Members, agents, accountants, attorneys, or other advisors, or by any other
person, as to matters the Manager reasonably believes are within such other person’s
professional or expert competence and who has been selected with reasonable care by or on
behalf of the Company, including information, opinions, reports, or statements as to the value
and the amount of the assets, liabilities, profits, or losses of the Company, or any other facts
pertinent to the existence or amount of assets from which distributions to Members might
properly be paid. The Manager shall devote only such time to the Company, as the Manager, in
its sole discretion, shall deem to be necessary to manage and supervise the Company business.
10.5.2 Whenever this Agreement or any other agreement contemplated hereby or

herein provides that the Manager or any of its Affiliates is permitted or required to make a
decision (x) in its “sole discretion” or “discretion” under a grant of similar authority or latitude,
the Manager or such Affiliate, shall be entitled to consider only such interests and factors as it
desires and shall have no duty or obligation to give any consideration to any interest of or other
factors effecting the Company or any Members, or (y) in its “good faith” or under another
express standard, the Manager or such Affiliate, shall act under such express standard and shall
not be subject to any other or different standards imposed by this Agreement, any other
agreement contemplated hereby or herein, or applicable law, or in equity or otherwise.
10.5.3 It is intended that the Company’s business and purpose be limited to that
stated in Section 2.6 of this Agreement. The Company, the Members, and the Manager
acknowledge and agree that the pursuit of any business opportunity outside of the Company’s
purpose shall not be deemed to be a Company opportunity, that engaging in any such outside
activities are not competitive with the Company, and do not violate any duty of loyalty to the
Company under the LLC Agreement or at common law. In furtherance thereof, it is expressly
acknowledged that the Manager may and does have other business interests and may engage in
other business activities and pursuits in addition to those relating to the Company. Neither the
Company nor the Members shall have any right, by virtue of the formation or operation of the
Company or this Agreement, to share or participate in such other investments or activities of the
Manager or the income or proceeds derived therefrom. The Manager shall not incur any liability
to the Company or to the Members as a result of engaging in any other business or venture. The
Manager may engage in or possess an interest in other business ventures of every nature and
description, independently or with others, including the ownership, operation, management, and
syndication of businesses in the same line of business as the Company. To the fullest extent
permitted by the Act, the Company and the Members hereby waive, release and relinquish any
claim that they have or may have against the Manager under any “partnership opportunity”
doctrine, “corporate opportunity” doctrine, “limited liability company” doctrine, or any other
legal or equitable principal of law arising with respect to or in connection with the pursuit of any
such business opportunity by the Manager. The Manager shall not be obligated to present any
particular opportunity to the Company, even if such opportunity is of a character which, if
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presented to the Company, could be taken by the Company, and the Manager shall have the right
to take for its own account or to recommend to others any such particular opportunity. No
decision or action taken by the Manager in reliance on the provisions of this Agreement shall be
subject to review or challenge in any way or in any forum on the basis that it involved any
breach of a duty of loyalty or similar fiduciary obligation.
10.6 Mandatory Member Vote on Business Operations. As set forth in the

Memorandum, the purpose of raising investor funds pursuant to the Offering is for CPRI to
purchase up to Ninety-Nine Percent (99%) of the issued and outstanding Units of the Company
from WePartner CP and Rex Road Henry (such acquired Units, the “Company Interest”),
pursuant to the Purchase Agreement. As set forth in Section 2.6.2(a) above, the primary business
purpose of the Company has been to own and hold the Real Property for purposes of
commencing the Development Activities; provided, however, upon CPRI’s acquisition of the
Company Interest, the Company’s Members, which shall include CPRI, will make the
determination as to whether to continue the planned Development Activities or to engage in one
(1) of the four (4) other strategic options set forth in Section 2.6.2(a) above. The Members
hereby acknowledge and agree that the foregoing determination regarding the business
operations of the Company shall be decided by a vote of the members of CPRI following the
completion of the Offering, which vote shall take place no later than December 27, 2019 (unless
extended) (the “CPRI Vote on Business Operations”). As such, pursuant to the CPR Investors,
LLC Agreement (the “CPRI LLC Agreement”), each of the members of CPRI will be given the
opportunity to participate in the CPRI Vote on Business Operations, the final outcome of which
shall be communicated to the Members of the Company by a Notice from the Manager (the
“Notice of CPRI Member Vote”). The Notice of CPRI Member Vote shall include (a) the final
decision of the Members of CPRI as to which of the five (5) strategic options has been selected
and (b) a call for an identical vote to be conducted by each of the Members of the Company,
which may be exercised by written consent, on the following five (5) strategic options:
(a) (Option 1 - the “Development Option”): The Property Entity and

the Managers shall engage in activities to further develop both the Carl Parker Parcel and
the Rex Road Parcel into the two (2) separately contemplated Senior Living Facilities,
and, in connection therewith, the Members acknowledge and agree that the Company and
the Property Entity will require additional capital to fund such operations, such that the
Members may be required to make one or more supplemental capital contributions to the
Company, pursuant to Article V hereof, in order to avoid dilution of each the Member’s
Membership Interest in the Company;
(b) (Option 2 - the “Charitable Contribution and Alternative

Investments Option”): The Property Entity and the Managers shall forego the
Development Activities on both the Carl Parker Parcel and the Rex Road Parcel, and,
alternatively, (i) make the Charitable Donation of the Rex Road Parcel to the Charitable
Organization, (ii) encumber the Conservation Area of the Carl Parker Parcel through the
execution and delivery of the Conservation Easement thereon for the benefit of the
Charitable Organization, while continuing to utilize the Conservation Area, as
encumbered by the Conservation Easement, for such limited uses, income producing or
otherwise, as may be permitted under the terms of the Conservation Easement, and, in the
sole discretion of the Property Entity’s manager, either (x) hold the Reserved Area for a
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future sale or other income producing use, or (y) utilize the Reserved Area for such uses
as the Property Entity may determine, in its manager’s sole discretion, and (iii) utilize all
or a portion of the Investment Reserve to make Alternative Investments (defined below);
(c) (Option 3 - the “Investment Option”): The Property Entity and

the Managers shall forego both the Development Activities on the Real Property, the
Charitable Donation of the Rex Road Parcel and the Qualified Conservation Contribution
of the Carl Parker Parcel in the near-term and, hold all of the Real Property for an
indeterminate period of time, until such time as the Managers determine which of the two
aforementioned options or potentially other income-producing options for the Real
Property would be in the best interest of the Members, and the Property Entity and its
Members in the future;
(d) (Option 4 – the “Rex Road Development and Carl Parker

Conservation Option”): The Property Entity and the Managers shall proceed with the
Rex Road Development on the Rex Road Parcel, while, at the same time, foregoing the
Development Activities on the Carl Parker Parcel and encumbering the Conservation
Area thereof by the execution and delivery of the Conservation Easement for the benefit
of the Charitable Organization, while continuing to utilize the Conservation Area, as
encumbered by the Conservation Easement, for such limited uses, income producing or
otherwise, as may be permitted under the terms of the Conservation Easement, and, in the
sole discretion of the Property Entity’s manager, either (i) hold the Reserved Area for a
future sale or other income producing use, or (ii) utilize the Reserved Area for such uses
as the Property Entity may determine, in its manager’s sole discretion; or
(e) (Option 5 – the “Carl Parker Development and Rex Road

Charitable Donation Option”): The Property Entity and the Managers shall proceed
with the Carl Parker Road Development on the Carl Parker Parcel, while, at the same
time, foregoing the Development Activities on the Rex Road Parcel and making the
Charitable Donation of the Rex Road Parcel to the Charitable Organization.
The foregoing vote (the “Mandatory Member Vote on Business Operations”) shall
take place by no later than December 28, 2019; provided, however, as set forth in the CPRI LLC
Agreement, the manager of CPRI shall cast CPRI’s vote in a manner consistent with the final
outcome of the CPRI Vote on Business Operations, the result of which CPRI Vote on Business
Operations shall be final, conclusive, and binding on the Company, the Members and the
Manager.
10.7 Actions Requiring Member Consent or Approval. Notwithstanding anything in

this Agreement to the contrary and in addition to the Mandatory Member Vote on Business
Operations pursuant to Section 10.5.3 above, the following actions by the Manager require the
affirmative Majority Vote or Majority Written Consent of the Members:
(a) do any action in contravention of this Agreement;
(b) enter into a contract or loan agreement that would commit or

obligate the Company to expend more than $50,000.00 of the Company funds, except as
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necessary to (i) implement the Development Option, Carl Parker Conservation Option,
Rex Road Charitable Donation Option, Investment Option, or Charitable Donation
Option; (ii) pay compensation or expenses as provided in this Agreement or as set forth
in the Memorandum;
(c) in the event the Investment Option is selected pursuant to the

Mandatory Member Vote on Business Operations, sell, or cause the Company to sell,
substantially all of the Company’s assets; provided, however, the affirmative vote,
approval or consent of the Members holding a majority of the outstanding Units is not
required pursuant to this Section 10.7(c) after five years after the Investment Option is
adopted;
(d) in the event the Charitable Contribution and Alternative

Investments Option is selected pursuant to the Mandatory Member Vote on Business
Operations, sell, or cause the Company to sell, substantially all of the Company’s assets;
provided, however, the affirmative vote, approval or consent of the Members holding a
majority of the outstanding Units is not required pursuant to this Section 10.7(d) after
five years after the making of the Charitable Donation;
(e) file a voluntary petition or otherwise initiate proceedings (i) to

have the Company or any of its subsidiaries adjudicated insolvent or, (ii) seeking an order
for relief of the Company or any of its subsidiaries as debtor under the United States
Bankruptcy Code (11 U.S.C. § 101, et seq.); file any petition seeking any composition,
reorganization, readjustment, liquidation, dissolution or similar relief under the present or
any future federal bankruptcy laws or any other present or future applicable federal, state
or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with
respect to the Company or any of its subsidiaries; or seek the appointment of any trustee,
receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar
official) of the Company or any of its subsidiaries or of all or any substantial part of its
Property, or make any general assignment for the benefit of creditors of the Company or
any of its subsidiaries, or admit in writing the inability of the Company or any of its
subsidiaries to pay its debts generally as they become due, or declare or effect a
moratorium on the Company’s or any of its subsidiaries’ debt or take any action in
furtherance of any proscribed action;
(f) take any action in derogation of the decision of the Members

pursuant to the Mandatory Member Vote on Business Operations;
(g) possess the Company’s Property or any Property owned by the

Company’s subsidiaries, or assign rights in specific Company Property or any Property of
any of its subsidiaries, for other than Company purposes;
(h) admit any Person as a Member except as permitted under Sections

3 or 15; or
Should the Manager desire to take any such restricted actions, the Manager is required to
notify each of the Members of such fact. Members will have not less than 10 days from the
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effective date of the Notice to respond either in the affirmative or negative in writing to the
Manager.
10.8 Transactions with the Manager and its Affiliates. The Company is authorized to
enter into transactions, contracts, agreements, or arrangements with the Manager and its
Affiliates to the fullest extent permitted by the LLC Act.
10.9 Expenses.
10.9.1 Expenses Not Borne by the Company. Except as otherwise set forth in the
Management Agreement, the Manager must pay, without reimbursement by the Company, all of
its own ordinary administrative and overhead expenses, including all costs and expenses on
account of rent, salaries, wages, bonuses and other employee benefits (the “Overhead
Expenses”).
10.9.2 Ongoing Expenses. On an ongoing basis, except for the expenses

provided for in Section 10.9.1, the Company shall pay, cause to be paid, or reimburse the
Manager for its payment of, to the extent not paid by any other Person (the “Expenses”):
(a) all costs and expenses incurred in connection with the carrying of
the Company’s assets, including, but not limited to the Real Property;
(b) all expenses incurred in connection with the Company’s reports,

tax returns, K-1s (or similar schedules) and any communications with the Members;
(c) all fees and disbursements of attorneys, accountants and other

professionals relating to the Company matters, including allocable compensation for in-
house attorneys based upon time spent and fees comparable to those payable to outside
counsel with similar experience;
(d) all taxes and other governmental charges, fees and/or duties that
may be incurred or payable by the Company;
(e) all insurance premiums or expenses incurred by the Company in

connection with its activities, including errors, omissions, fidelity, crime, general partner
liability, directors’ and officers’ liability and similar coverage for any Person acting on
behalf of the Company;
(f) all expenses (including legal fees and expenses) incurred to

comply with any law or regulation related to the activities of the Company or incurred in
connection with any litigation or governmental inquiry, investigation or proceeding
involving the Company, including the amount of any judgments, settlements or fines paid
in connection therewith, except, however, to the extent such expenses or amounts have
been determined to be excluded from the indemnification provided for in Section 11.3;
(g) all expenses incurred in connection with the dissolution, winding-

up or termination of the Company;
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(h) all expenses incurred in connection with any amendments,
modifications, revisions or restatements to the constituent documents of the Company;
(i) all expenses incurred in connection with any valuation of the assets
of the Company;
(j) all expenses incurred in connection with distributions to the

Members or any meeting of the Members held pursuant to this Agreement or the LLC
Act; and
(k) all Liabilities related to the Company’s indemnification obligations

pursuant to Section 11.3.
10.10 Resignation. The Manager may resign at any time by giving written Notice to the
Members. The resignation of such Manager takes effect 90 days after receipt of Notice thereof or
at such later time as may be specified in the Notice, and, unless otherwise specified in the Notice,
the acceptance of such resignation is not necessary to make it effective. The resignation of a
manager does not affect the manager’s right as a Member, if applicable. The resignation of the
Manager is a cause for dissolution of the Company pursuant to Section 17.1 unless Members
holding at least 2/3rd of the outstanding Units elect to continue the Company and appoint one or
more new managers of the Company.
10.11 Removal. Subject to the removal of the Manager provisions of Section 10.2, at a
meeting called expressly for the purpose, all or any lesser number of managers may be removed
at any time, with or without Cause, by Members holding at least 50% of the outstanding Units,
provided that, if removal is for Cause, removal may be effected by Members holding at least
50% of the outstanding Units, exclusive of the Member who is, or whose controlled entity is, the
manager that is the subject of removal for Cause. Notwithstanding the foregoing, and pursuant
to Section 10.2, Indian Creek may not be removed as a manager except for “Cause.” For
purposes of this Section 10.11, “Cause” shall mean (i) conviction of a manager (or one or more
of its owners who hold a ten percent (10%) or greater ownership interest in the manager) for
committing a felony, (ii) commitment by the manager of fraud which causes material adverse
consequences to the Company, (iii) a manager obtains a personal benefit in violation or breach of
the provisions of this Agreement, (iv) intentional misconduct by the manager which causes a
material adverse consequence to the Company, or (v) the manager’s material breach of this
Agreement and the manager’s failure to cure such breach within thirty (30) days after Notice
from Members holding at least 50% of the outstanding Units; provided, however, that if such
breach is not curable within thirty (30) days and the breaching manager is pursuing to cure such
breach in good faith, the breaching manager shall have an additional ninety (90) days in which to
cure said breach following the initial thirty (30) day cure period. The removal of a manager who
is also a Member shall not affect the manager’s rights as a Member and shall not constitute a
withdrawal of a Member.
11. LIABILITY AND INDEMNIFICATION.
11.1 Limited Liability of Members. The liability of the Members and the Manager is
limited as provided in the LLC Act and as set forth in this Agreement. Neither any manager nor
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any Member is obligated to restore by way of capital contribution or otherwise any deficits in its
Capital Account or the Capital Account of any other Member (if such deficits occur).
11.2 Liability to Members. No Protected Person is liable to the Company or any

Member for (a) any action taken or omitted to be taken by it or by any other Member or other
Person with respect to the Company, including any negligent act or failure to act, except in the
case of a liability resulting from such Protected Person’s own fraud, gross negligence, willful
malfeasance, intentional and material breach of this Agreement or conduct that is the subject of a
criminal proceeding (where such Protected Person had reasonable cause to believe that such
conduct was unlawful), or (b) losses due to the negligence of brokers or other agents of the
Company unless such Protected Person was responsible for the selection of such broker or other
agent and such Protected Person acted in such selection with gross negligence. Any Protected
Person may consult with legal counsel and accountants with respect to the affairs of the
Company (including interpretations of this Agreement) and shall not be liable to the Company or
any Member with respect to any action or inaction that is taken or omitted in good faith, in
reliance upon and in accordance with the opinion or advice of such counsel or accountants. In
determining whether a Protected Person acted with the requisite degree of care, such Protected
Person is entitled to rely on written or oral reports, opinions, certificates and other statements of
the directors, officers, employees, consultants, attorneys, accountants and professional advisors
of the Manager selected and monitored with reasonable care; provided, however, that no such
Protected Person may rely upon such statements if it believed that such statements were
materially false.
11.3 Indemnification.
11.3.1 Indemnification of Protected Persons. To the fullest extent permitted by

law, the Company shall indemnify, defend, and hold harmless each Protected Person against all
claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions,
whether judicial, administrative, investigative or otherwise, of whatever nature, known or
unknown, liquidated or unliquidated (“Claims”), including amounts paid in satisfaction of
judgments, in settlement or compromise or as fines or penalties and reasonable legal fees or other
expenses actually incurred in investigating, preparing or defending against any such Claims,
whether civil or criminal (all of such Claims, amounts and expenses referred to herein are
referred to collectively as “Liabilities”), to which any Protected Person may become subject:
(a) by reason of any act or omission or alleged act or omission (even if

negligent) performed or omitted to be performed in connection with the activities of the
Company;
(b) by reason of the fact that it is or was acting in connection with the
activities of the Company in any capacity or that it is or was serving at the request of the
Company or the Manager, as a partner, shareholder, member, director, officer, employee,
advisor or agent of any Person; or
(c) by reason of any other act or omission or alleged act or omission

(even if negligent) arising out of or in connection with the activities of the Company;
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unless, in each case, with respect to a Protected Person, such Liability results from: (i)
such Protected Person’s own fraud, gross negligence, willful misconduct, an intentional
and material breach of this Agreement or violation of applicable securities laws asserted
by a Member; (ii) economic losses incurred by a Protected Person as a result of such
Protected Person’s ownership of Units; or (iii) expenses of the Company that such
Protected Person has agreed to bear. This Section 11.3 does not apply with respect to
disputes among the non-managing Members, among the Company’s managers, or
disputes among Affiliates of the Manager.
11.3.2 Reimbursement of Expenses. The Company shall promptly reimburse (or

advance to the extent reasonably requested) each Protected Person for reasonable legal or other
expenses (as incurred) of each Protected Person in connection with investigating, preparing to
defend or defending any Claim relating to any Liabilities for which the Protected Person may be
indemnified pursuant to this Section 11.3; provided, however, that such Protected Person
executes a written undertaking to repay the Company for such reimbursed or advanced expenses
if it is judicially determined, in a final and non-appealable judgment, that such Protected Person
is not entitled to the indemnification provided by this Section 11.3.
11.3.3 Survival of Protection. The provisions of this Section 11.3 continue to

afford protection to each Protected Person regardless of whether such Protected Person remains
in the position or capacity pursuant to which such Protected Person became entitled to
indemnification under this Section 11.3 and regardless of any subsequent amendment to this
Agreement; provided, however, that no such amendment may reduce or restrict the extent to
which these indemnification provisions apply to actions taken or omissions made prior to the
date of such amendment.
11.3.4 Insurance and Recovery. To the extent available on commercially

reasonable terms, the Manager may purchase, at the Company’s expense, insurance (including
without limitation, liability insurance policies and errors and omissions policies) to cover
Liabilities covered by the foregoing indemnification provisions and to otherwise cover Liabilities
for any breach or alleged breach by any Protected Person of its duties in such amount and with
such deductibles as the Manager may determine in its discretion; neither obtaining nor the failure
to obtain or maintain such insurance may affect the right to indemnification of any Protected
Person under the indemnification provisions contained herein. Any such insurance may extend
beyond the termination of the Company for a commercially reasonable period. The Manager
agrees to use its reasonable efforts to pursue other third party sources of indemnification in
respect of any Liabilities for which it or any Protected Person may require indemnification in
accordance with this Section 11.3. If any Protected Person recovers any amounts in respect of
any Liabilities from any third party source, then such Protected Person must, to the extent that
such recovery is duplicative, reimburse the Company for any amounts previously paid to it by
the Company in respect of such Liabilities.
11.3.5 Reserves. If deemed appropriate or necessary by the Manager, the

Company may establish reasonable reserves, escrow accounts or similar accounts to fund its
obligations under this Section 11.3.
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11.3.6 Indemnification of Members. The Company must, to the fullest extent
permitted by law, indemnify, protect, and defend any Member and its partners, members,
shareholders, directors, officers, employees, representatives and Affiliates against any losses,
damages, liabilities or expenses for which such Person has not otherwise been reimbursed,
actually incurred by such Person in connection with claims (including legal fees or other
expenses reasonably incurred in investigating or defending against any such losses, claims,
damages or liabilities), other than claims made on behalf of the Company or the Manager with
respect to a breach by such Member of its obligations under this Agreement, that such Member is
liable for any obligation of the Company by virtue of such Member’s status or capacity as a
member. Each Member by execution of this Agreement represents, warrants and covenants to
every other Member and to the Company that the Member will not take any action not provided
for herein that would cause any Member to become liable for the obligations of the Company or
otherwise cause any other Person to reasonably believe that any such Member is a manager of
the Company. Any Member that takes any such action described in the preceding sentence is not
entitled to the indemnification provided by this Section 11.3.
11.3.7 Indemnification for Internal Revenue Service Claims. Notwithstanding

anything herein to the contrary, the Company will not indemnify nor will it reimburse any
Member for expenses incurred by a Member in connection with the defense or satisfaction of the
IRS or any state department of revenue (such as the Georgia Department of Revenue), claims,
audits, adjustments, litigation, or penalties related to such Member’s federal, state or local tax
returns.
12. [RESERVED.]
13. MEMBER WITHDRAWALS.
Each Member covenants and agrees that he will not withdraw (i.e. terminate his
membership) or retire from the Company except as a result of a permitted Transfer of all of his
Units pursuant to Section 15 and that he will carry out his duties and responsibilities hereunder
until the Company is liquidated or dissolved pursuant to Section 17.
14. ADDITIONAL MEMBERS.
From the date of the formation of the Company, the Manager may, in its sole discretion,
without the consent of any other Member, admit additional Members to the Company either by
(a) the issuance by the Company of Units in compliance with Section 3 or (b) as a transferee of a
Member’s Units in compliance with Section 15.
15. UNIT TRANSFERS, PROHIBITIONS, AND RESTRICTIONS.
15.1 Transfers. No Member may Transfer of any of his Units without the consent of
the Manager; provided, however, (a) that a Member may Transfer any or all of his Units to any
other Member; (b) that an individual Member may Transfer any or all of his Units by will or the
laws of descent and distribution; and (c) that a Member that is a corporation, partnership or
limited liability company may Transfer any or all of its Units to any Person who beneficially
owns, directly, an ownership interest in such transferring Member. Any attempted Transfer by a
Member of all or any portion of his Units other than as permitted hereunder is null and void and
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has no effect whatsoever. No Member may Transfer an economic interest in the Company or any
interest in the profits of the Company in any Transfer that is separate from the Transfer of such
Member’s Units. Any such Transfer of an economic or profits interest in the Company may only
be made in connection with the Transfer of the Member’s Units to which the economic or profits
interest relates, and must otherwise be in accordance with the requirements set forth in this
Section 15.1 and Section 15.2.
15.2 Conditions of Transfer. Notwithstanding anything to the contrary contained

herein, no Transfer of Units permitted under Section 15.1 above is permitted until all of the
following conditions have been satisfied, unless otherwise waived by the Manager:
(a) the transferor Member must have executed a written instrument of

transfer of such Units in form and substance satisfactory to the Manager;
(b) the transferee must have executed an assignment and admission

amendment to this Agreement to assume all of the duties and obligations of the transferor
Member under this Agreement and to be bound by and subject to all of the terms and
conditions of this Agreement;
(c) the transferor Member and the transferee must have executed a
written agreement, in form and substance satisfactory to the Manager, to indemnify the
Company and the non-transferring Members against all loss or liability arising out of the
Transfer;
(d) upon request by the Manager, the transferor must have delivered to
the Company (i) a written opinion of counsel for the Company or of other counsel
reasonably satisfactory to the Manager (which opinion must be obtained at the expense of
the transferor) that such Transfer will not result in (i) a violation of applicable law or this
Agreement, and (ii) an affidavit, in form and substance satisfactory to the Manager,
pursuant to Section 1446(f), certifying under penalty of perjury the transferor’s tax
identification number and that the transferor is not a foreign person.
(e) the transferee or transferor must have paid the expenses incurred
by the Company in connection with the admission of the transferee to the Company.
A transferee who becomes a Member pursuant to the requirements in Sections 15.1 and
15.2, becomes a substituted Member.
15.3 Rights of Legal Representatives. If a Member who is an individual dies or is

adjudged by a court of competent jurisdiction to be incompetent to manage the Member’s
property, the Member’s executor, administrator, guardian, conservator, or other legal
representative may exercise all of the Member’s rights for the purpose of settling the Member’s
estate or administering the Member’s property, including any power the Member has under this
Agreement to give an assignee the right to become a Member. If a Member is a corporation,
trust, or other entity and is dissolved or terminated, the powers of that Member may be exercised
by its legal representative or successor.
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15.4 Fees and Taxes. All taxes, transfer fees, and legal and other costs incurred by the
Company in any transfer of Units must be borne by the transferor and/or the transferee as agreed
to between them.
15.5 Power of Attorney. Each Member constitutes and appoints the Manager as such
Member’s true and lawful representative and attorney-in-fact, in his name, place and stead singly
to make, acknowledge, seal, swear to, verify, deliver, and record at the appropriate public offices
such documents as may be necessary or appropriate to carry out the provisions of this
Agreement, including but not limited to: (a) any amendment or restatement of the Articles of
Organization or of this Agreement pursuant to this Agreement, including without limitation
amendments and restatements providing for the admission of any substitute or additional
Members properly approved pursuant to any provision of this Agreement; (b) any bill of sale,
assignment, deed, mortgage, deed to secure debt or other document relating to the Company or
the assets of the Company; (c) all instruments and certificates necessary or desirable to effect the
continued existence or the dissolution or termination of the Company; (d) any other document or
instrument necessary to carry out the provisions of this Agreement; and (e) all such other
instruments and certificates related to the assets of the Company or the affairs of the Company as
the Manager may deem to be necessary or desirable. The power of attorney granted hereunder is
a special power of attorney coupled with an interest and is irrevocable.
16. BOOKS AND RECORDS OF THE COMPANY.
16.1 Fiscal Year. The Company adopts the calendar year as its fiscal year.
16.2 Books of Account and Records. At the expense of the Company, the Company
must maintain records and accounts of all operations and expenditures of the Company. The
records must include the following:
(a) a current list of the full name and last known address of each
Member;
(b) copies of records to enable a Member to determine the relative

voting rights, if any;
(c) a copy of the Articles of Organization of the Company and all its
amendments;
(d) copies of the Company’s federal, state, and local income tax
returns and reports, if any, for the three most recent Fiscal Years;
(e) copies of the Company’s written operating agreement, together

with all its amendments; and
(f) copies of the Company’s financial statements for the three most
recent Fiscal Years.
The books and records must at all times be maintained at the principal office of the
Company and, as required by the LLC Act, must be open to the reasonable inspection and
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examination of the Members and their duly authorized representatives during reasonable
business hours after not less than five (5) days prior Notice to the Manager.
16.3 Tax Returns. The Manager shall prepare or, at the expense of the Company,
cause to be prepared and timely file (including extensions) all tax returns required of the
Company pursuant to the Code and all other tax returns deemed necessary and required in each
jurisdiction in which the Company does business. All tax returns required of the Company must
be reviewed in advance of filing by a certified public accountant selected by the Manager.
16.4 Cash Method. The records of the Company shall be maintained on the cash
receipts and disbursements method of accounting, except as otherwise required by applicable
law.
16.5 Financial Statements. Subject to the Manager’s receiving all necessary

information from third parties, within 90 days after the end of each Fiscal Year of the Company,
the Manager must send to each Person that was a Member in the Company at any time during the
Fiscal Year then ended an in-house prepared financial statement which is connected to the
Company’s CPA prepared tax returns. The financial statement will include assets, liabilities and
Members’ capital as of the end of such Fiscal Year and related statements of income or loss and
changes in assets, liabilities and Members’ capital, all prepared on the same basis used for the
computation of adjustments to Capital Accounts.
16.6 Tax Elections; Partnership Representative; Centralized Partnership Audit

Procedures.
16.6.1 Tax Elections. Subject to the jurisdiction of the Partnership

Representative as set forth in this Section 16.6.2 and any other applicable provisions in this
Agreement, the Manager, in its sole discretion, may take any actions and execute and file all
statements, forms, and elections on behalf of the Company with respect to any Company tax
matters, it deems necessary or advisable.
16.6.2 Partnership Representative. The Manager shall serve as the initial

“partnership representative” of the Company for purposes of Section 6223 of the Code (the
“Partnership Representative”) and Subchapter C of Subtitle F of the Code (relating to
centralized partnership audit proceedings) and the Treasury Regulations promulgated thereunder
(the “Audit Rules”). Each Member hereby agrees to execute and deliver such documents and
take such actions as may be required to effect the Manager’s designation as the Partnership
Representative. The Partnership Representative may be removed and replaced by the Manager,
in its sole discretion, at any time.
16.6.3 Authority of Partnership Representative. The Partnership Representative

is authorized and shall have the exclusive right to take any actions and execute and file all
statements, forms, and elections on behalf of the Company as required or permitted under the
Audit Rules or any applicable state statute or local law, including, without limitation, the
following:
(a) representing the Company (at the Company’s expense) in

connection with all examinations of the Company’s business and affairs by any tax
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authority, including resulting administrative and judicial proceedings, and to expend
Company funds for professional services and costs associated therewith (a “Company
Tax Proceeding”);
(b) making elections under Section 6226 of the Code;
(c) filing an administrative adjustment request under Section 6227 of

the Code;
(d) filing suit under Section 6234 of the Code;
(e) settling or resolving any Company Tax Proceedings with the IRS,
the U.S. Department of Justice, or any state or local taxing authorities; and
(f) extending the applicable period of limitations for adjustment of tax

under Section 6235 of the Code or applicable state statutes or local laws.
16.6.4 Actions of Partnership Representative Final and Binding. The actions

of the Partnership Representative, acting in such capacity, shall be final and binding upon the
Company and the Members.
16.6.5 Cooperation with the Partnership Representative. The Members agree

and covenant to cooperate with the Partnership Representative with respect to the matters under
the jurisdiction of the Partnership Representative pursuant to this Agreement, including, without
limitation, the conduct or settlement of any Company Tax Proceedings, and to:
(a) treat each item of income, gain, loss, deduction, or credit as treated
on the tax return of the Company or as determined in a notice of final partnership
adjustment pursuant to Section 6226 of the Code and the Treasury Regulations
promulgated thereunder;
(b) take (or to refrain from taking) any and all other actions as the
Partnership Representative may reasonably direct with respect to the Member’s (or, in
respect of the Member, the Company’s) tax liabilities, including, without limitation,
filing an amended return for any reviewed year (as defined in the Audit Rules) to account
for all adjustments under Section 6225(a) of the Code properly allocable to such Member
as provided in Section 6225(c) of the Code and the Treasury Regulations promulgated
thereunder;
(c) indemnify and hold harmless the Company from such Member’s
share of any tax (including for purposes of this Section 16.6, any penalties, interest, and
additions to tax) attributable to any adjustment to the income, gain, loss, deduction, or
credit of the Company pursuant to Section 6226 of the Code and the Treasury
Regulations promulgated thereunder.
16.6.6 Survival. A Member’s obligation to comply with its obligations, duties,

and responsibilities under this Section 16.6 shall survive the transfer, assignment, or liquidation
of such Member’s interest in the Company.
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16.6.7 Reliance. The Partnership Representative may rely on the advice or
services of any lawyers, accountants, tax advisors, or other professional advisors or experts in
connection with any actions to be taken or decisions to be made by the Partnership
Representative, acting in its capacity as such, and shall not be liable for any damages, costs, or
losses to any person, any diminution in value, or any liability whatsoever arising as a result of so
relying. The Partnership Representative may rely upon any notice, instruction, request, or other
instrument, not only as to its due execution, validity, and effectiveness, but also as to the truth
and accuracy of any information contained therein, which the Partnership Representative shall
believe to be genuine and to have been signed or presented by the persons or parties purporting
to sign or present the same.
16.6.8 Scope of Duties; Indemnification. The Partnership Representative, in its

capacity as such, shall undertake to perform only such duties as are expressly set forth in this
Agreement and no duties shall be implied, and the Partnership Representative’s sole
responsibility shall be to act as the Company’s tax representative in accordance with the terms of
this Agreement. The Partnership Representative shall not be liable for any action or omission
taken by it except to the extent that a court of competent jurisdiction determines that the
Partnership Representative’s fraud or willful misconduct was the primary cause of any loss to the
Company or the Members. The Company shall indemnify, hold harmless, defend, and advance
expenses to the Partnership Representative in respect of any and all claims, damages, liabilities,
costs, expenses (including, without limitation, reasonable attorneys’ fees and related legal costs
and expenses), and causes of action arising out of, resulting from, or attributable to, in whole or
in part, the Partnership Representative’s actions and decisions (including, a failure to act) in its
conduct as Partnership Representative for the Company, to the fullest extent permitted by
applicable law, except in cases in which the Partnership Representative’s conduct is finally
determined by a court of competent jurisdiction to have constituted fraud or willful misconduct.
The indemnification in favor of the Partnership Representative pursuant to this Section 16.6 is in
addition to, and shall not be construed to limit, any other indemnification which the Partnership
Representative may be entitled to under this Agreement or applicable law.
17. DISSOLUTION AND TERMINATION.
17.1 Dissolving Events. The term “Dissolving Events” refers to any of the following
events:
(a) a Majority Vote or Majority Written Consent in favor of

dissolution of the Company.
(b) if the Company holds assets in addition to the Real Property, the
sale or disposition of all of the Company’s assets, including, but not limited to, the Real
Property;
(c) if the Company’s sole asset is the Real Property, the sale of the
Real Property, unless the Development Option is selected pursuant to the Mandatory
Member Vote on Business Operations;
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(d) the resignation of the Manager unless the Members elect to
continue the Company as set forth in Section 10.10; or
(e) the removal of the Manager pursuant to Section 10.11 unless the
Members holding 2/3rd of the outstanding Units elect to continue the Company.
17.2 Effect of Dissolution. Upon dissolution, the Company must cease to carry on its
business, except as permitted by the LLC Act. Upon dissolution, the Manager must file a
statement of commencement of winding up pursuant to the LLC Act and publish the notice
permitted by the LLC Act.
17.3 Winding Up, Liquidation and Distribution of Assets.
17.3.1 Accounting. Upon dissolution, an accounting must be made by the

Company’s independent accountants of the accounts of the Company and of the Company’s
assets, liabilities and operations, from the date of the last previous accounting until the date of
dissolution. The Manager must immediately proceed to orderly wind up the affairs of the
Company.
17.3.2 Liquidation Procedure. If the Company is dissolved and its affairs are to
be wound up, the Manager must:
(a) cause the sale and liquidation of all of the Company’s assets as
promptly as practicable (except to the extent the Manager may determine to distribute
any assets to the Members in kind);
(b) allocate any profit or loss resulting from such sales to the Members
in accordance with Section 7;
(c) discharge all liabilities of the Company, including the repayment

of Member Loans pursuant to Section 8.1, to the extent otherwise permitted by law, other
than liabilities to Members for distributions, and establish such Reserves as may be
reasonably necessary to provide for contingencies or liabilities of the Company;
(d) if any assets of the Company are to be distributed in kind,

determine the net fair market value of such assets as of the date of dissolution, such assets
to be deemed to have been sold as of the date of dissolution for their fair market value,
and the Capital Accounts of the Members to be adjusted pursuant to the provisions of this
Operating Agreement to reflect such deemed sale; and
(e) distribute, either in cash or in kind as the Manager determines, the

remaining assets to the Members in the order of priority set forth in Section 8.5.
17.3.3 Non-Cash Assets. Every reasonable effort must be made to dispose of the
assets of the Company so that distributions may be made to the Members in cash. If at the time
of termination of the Company, the Company owns any non-cash assets, such assets, if any, must
be distributed in kind to the distributees pursuant to Section 17.3.2 in lieu of cash proportionately
to their right to receive the assets of the Company on an equitable basis reflecting the fair market
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value of the assets so distributed. The fair market value of those assets must be determined as
follows: the Members will first attempt to agree on the fair market value of the assets. If the
Members are unable to agree upon the fair market value within 60 days, then the fair market
value will be determined by two independent, experienced appraisers appointed by the Members
within 15 days after the Members were unable to agree upon the fair market value. If the
discrepancy between the two appraisers is equal to or greater than 10% of the higher appraisal,
then, within 15 days after receipt of the last received appraisal, a third, independent, experienced
appraiser must be selected by the first two appraisers. The third appraiser must choose either of
the two appraisals or a value in between those appraisals. If the discrepancy between the
appraisals of the two appraisers is less than 10% of the higher appraisal, then the fair market
value is the average of the two appraisals. Each appraiser must deliver a written appraisal with
respect to the fair market value of the assets to the Company within 60 days after his
appointment. Such appraisal is conclusive on the Company and the Members in absence of a
manifest error. In the alternative, the distributees may cause the Company to distribute some or
all of its non-cash assets to them as tenants-in-common, subject to such terms, covenants and
conditions as they adopt.
17.3.4 Negative Capital Account. Notwithstanding anything to the contrary in

this Agreement, upon a liquidation within the meaning of Treasury Regulation Section 1.704-
1(b)(2)(ii)(g), if any Member has a deficit balance in its Capital Account (after giving effect to
all contributions, distributions, allocations and other Capital Account adjustments for all taxable
years, including the year during which such liquidation occurs), such Member shall have no
obligation to make any Capital Contribution and the negative balance of its Capital Account is
not considered a debt owed by the Member to the Company, the other Members, or to any other
Person for any purpose whatsoever.
17.3.5 Remedial Allocation. It is the intent of the Members that the allocations
of Net Profit, Net Loss and other items of income and deduction pursuant to Section 7 will result
in each Member having a balance in his respective Capital Account immediately prior to
liquidation of the Company equal to the amount of liquidation proceeds or other the Company
assets distributable to him pursuant to Section 17.3.2(e). In the event that this result is not
otherwise achieved, then Net Profit, Net Loss and/or items of income (including gross income)
or deduction otherwise allocable to the Member under Section 7 must instead be specially
allocated pursuant to this Section 17.3.5 so that the intent of the Members as described in the
immediately preceding sentence will be fulfilled to the maximum extent possible.
17.4 Deemed Distribution and Recontribution. Notwithstanding any other provisions

of this Section 17, if the Company is liquidated within the meaning of Section l.704-l(b)(2)(ii)(g)
of the Treasury Regulations, but no event that would cause liquidation hereunder has occurred,
the assets of the Company will not be liquidated, the Company’s liabilities will not be paid or
discharged and the Company’s affairs will not be wound up. Instead, the Company will be
deemed to have distributed its assets in kind to the Members, which will be deemed to have
assumed and taken subject to all the Company liabilities, all in accordance with their respective
Capital Accounts. Immediately thereafter, the Members will be deemed to have recontributed the
assets in kind to the Company, which will be deemed to have assumed and taken subject to all
such liabilities.
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4812-0090-8206v3
17.5 Certificate of Termination. When all debts, liabilities and obligations have been
paid and discharged or adequate provision has been made therefor and all of the remaining
property and assets have been distributed to the Members, a Certificate of Termination must be
executed and filed with the Secretary of State of Georgia in accordance with the LLC Act.
17.6 Return of Contribution Nonrecourse to Other Members. Each Member must

look solely to the assets of the Company, and not to the other Members, for the return of his
Capital Contribution.
17.7 Disposition of Documents and Records. The documents and records of the
Company must be delivered to the Manager upon termination of the Company. The Manager
must retain such documents and records for a period of not less than seven years and must make
such documents and records available during normal business hours to each other Member for
inspection and copying at such other Member’s cost and expense and after not less than five (5)
days prior notice to the Manager. If any Member for any reason ceases as provided herein to be a
Member at any time prior to the termination of the Company, (the “Withdrawing Member”)
and the Company is continued without the Withdrawing Member, the other Members (the
“Surviving Members”) agree that the documents and records of the Company up to the date of
the termination of the Withdrawing Member’s Units shall be maintained by the Company or one
of the Surviving Members, his successors and assigns, for a period of not less than seven years
thereafter; provided, however, that if there is a tax examination or audit, or notice thereof, which
requires access to those documents and records, they must be retained until the examination or
audit is completed and any tax liability finally determined. Those documents and records must be
available for inspection, examination and copying by the Withdrawing Member or his
representatives upon reasonable notice in the same manner as herein provided during the seven-
year period.
18. ARBITRATION OF DISPUTES.
18.1 Binding Arbitration. Any Dispute that cannot be resolved by the Disputing
Parties shall be resolved solely by binding arbitration in Atlanta, Georgia, in accordance with the
then prevailing rules of the Association, as modified by the provisions of this Section 18, in lieu
of judicial proceedings. Any arbitration hereunder shall be commenced by Dispute Notice from
one Disputing Party to the other, and must be commenced no later than the date when any
judicial action upon the same matter would be barred by any applicable statute of limitations.
The Members specifically acknowledge and agree that this Agreement and the businesses to be
conducted by the Company all evidence transactions “involving commerce” under the Federal
Arbitration Act, 9 U.S.C.A. §§ 1-14, and hereby waive and relinquish any right to claim
otherwise.
18.2 Selection of Arbitrators. Any arbitration hereunder shall be conducted by a panel

of three (3) Arbitrators, selected as follows:
(a) each Arbitrator must be an individual having no interest in the

outcome of the Dispute, and no affiliation of business relationship with either of the
Disputing Parties;
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4812-0090-8206v3
(b) a Manager shall be entitled to select one of the Arbitrators;
(c) a second Arbitrator shall be selected by the other Disputing Party;

and
(d) the third Arbitrator shall be selected by the Association. If any

Disputing Party fails to select its Arbitrator within ten (10) days after the Dispute Notice,
then the Association, and not the Person or Persons who have failed to make such a
selection, shall designate the remaining Arbitrator or Arbitrators.
18.3 Decision of Arbitrators. All decisions of the arbitrators shall be made by the
approval of at least two (2) of the three (3) Arbitrators.
18.4 Available Discovery. Each Disputing Party to the arbitration shall have the right
to request and obtain document production in accordance with the Federal Rules of Civil
Procedure at any time within the first thirty (30) days after the date of the Dispute Notice, and
the right, in accordance with such rules, to compel document production pursuant to any such
request made within such time. The Arbitrators shall have sole and absolute discretion to resolve
all issues which may arise with respect to any such production requests and to determine whether
additional discovery is necessary or appropriate.
18.5 Identification of Claims. Any Dispute may be comprised of multiple, separate

claims which, although generally related, involve separate and distinguishable issues of fact or
law. Each Disputing Party shall have the right, through notice to the Arbitrators and to the other
Disputing Party given not later than ten (10) days before the Hearing Date, to identify the
separate claims which that Disputing Party has determined to be part of the Dispute. Claims may
not be mutually inconsistent in the manner permitted in pleadings in civil litigation.
18.6 Delivery of Final Proposals. Not less than three (3) business days before the
Hearing Date, each Disputing Party shall submit to the Arbitrators and other Disputing Party its
final proposal to resolve each claim. A final proposal must state a sum certain for each claim
involving payment of a liquidated sum, and must set forth a specific and detailed proposal for
each claim that does not involve the payment of a liquidated sum.
18.7 Resolution of Claims. The Arbitrators shall have sole and absolute discretion to
ascertain the number and nature of separate claims which comprise the Dispute. The Arbitrators
shall have the power, to combine claims which they determine to be indistinguishable as a matter
of fact or law. The Arbitrators shall resolve each claim by approving the final proposal of a
particular Disputing Party with respect to such claim, and shall have no authority to compromise
between the various final proposals with respect to any particular claim.
18.8 Arbitration Costs. The Disputing Party whose final proposal is approved shall be
entitled to recover its costs incurred with respect to the arbitration of the claim related to such
final proposal, and this amount shall be included in the Arbitrators’ award. If a Disputing Party
prevails with respect to some claims and loses as to others, the Arbitrators shall allocate the costs
of the arbitration among the claims. If a Manager does not prevail with respect to any or all
separate claims, the Company shall pay all costs or/and expenses in connection therewith unless
it is determined that, with respect to the matter in dispute, the Manager’s act or failure to act
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constituted an act or omission undertaken with deliberate intent to cause injury to the Company,
constituted actual fraud by such Manager, or was undertaken with reckless disregard for the best
interests of the Company, in which event such Manager shall pay such costs and expenses.
18.9 Entry of Judgment. At any time within one (1) year after the Arbitrators’ award,
any party to the arbitration may apply to the United States District Court for the Northern District
of Georgia for a judgment to be entered upon such award, and the court shall grant an order
confirming the award unless the award is vacated, modified or corrected as described in Section
18.10 below.
18.10 Vacation or Modification. Any court of competent jurisdiction may make an

order vacating the Arbitrators’ award, upon the application of any Disputing Party made within
ninety (90) days of the award, where (i) the award was procured by corruption, fraud or undue
means; (ii) there was evident partiality or corruption by the Arbitrators; or (iii) the Arbitrators
were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown, or in
refusing to hear evidence pertinent and material to the Dispute. Any court of competent
jurisdiction may make an order modifying or correcting the Arbitrators’ award, upon the
application of any Disputing Party made within ninety (90) days after the date of the award,
where there was an evident material miscalculation of figures or an evident material mistake in
the description of any person, thing or property referred to in the award.
18.11 Equitable Relief. Anything in this Section 18 to the contrary notwithstanding, the
Manager shall have the right, without resorting to arbitration, to seek a restraining order,
injunction or other equitable relief in connection with the enforcement of the restrictions on
Assignment contained in this Agreement. The Manager shall have the unrestricted right to seek
such equitable relief in a court of competent jurisdiction in Atlanta, Georgia. In such event, the
court shall have the power only to grant such equitable relief as may be necessary to enforce the
Assignment restrictions, and all other aspects of the Dispute shall be subject to the foregoing
provisions of this Section 18.
19. MISCELLANEOUS PROVISIONS.
19.1 Independent Status of Parties. Except as specifically provided in this

Agreement, nothing contained in this Agreement may be construed to constitute a Party as an
agent for any other Party. Except as specifically provided in this Agreement, no Party has the
right to bind any other Party, transact business in any other Party’s name or on its behalf in any
manner or form or to make any promises or representations on behalf of any other Party.
19.2 Notices. Company statements, reports and income tax returns may be mailed to
Members by regular first class mail. All other Notices under this Agreement shall be in writing,
duly signed by the party giving the same, and shall be deemed given when delivered if (i) sent by
registered or certified mail, return receipt requested, to any Person at the address indicated in
Section 19.2.1 below, on the third (3rd) business day following the deposit thereof with the
United States Postal Service, with sufficient postage affixed; (ii) transmitted by hand delivery or
air courier, when actually received at the address of such Person; (iii) transmitted by telecopy or
other form of facsimile transmission, upon acknowledgment of receipt thereof in writing by
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4812-0090-8206v3
telecopy or otherwise or (iv) sent via email with delivery receipt requested to any Person’s last
known email address.
19.2.1 Addressees for Notices. Each Party giving a Notice must address the
Notice to the appropriate person at the Member (the “Addressee”) at the address as follows:
(a) If to a Member:
to the appropriate address as shown on the records of the Company

or to such other address of which the fund subsequently has been
notified in writing by such Member.
(b) If to the Company:
CPR Properties, LLC

c/o Indian Creek Investments, LLC, Manager
6435 Shiloh Rd, Suite 100
Attention: Eugene E. Pearson, Jr.
or to such other address of which the other Parties subsequently have been notified in writing by
the Company or the Manager, as the case may be.
19.3 Binding Effect. This Agreement shall be binding upon all the parties hereto, and
their respective heirs, executors, administrators, successors and assigns. Subject to the
restrictions on Assignment contained herein, this Agreement shall inure to the benefit of the
respective heirs, executors, administrators, successors and assigns of the parties hereto.
19.4 Severability. If any provision of this Agreement, or the application thereof to any
party or circumstance, shall be determined by any court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this Agreement, or the application of such
provision to any Person or circumstance other than that which is determined to be invalid or
unenforceable, shall not be affected thereby. Each provision hereof shall be valid and shall be
enforced to the fullest extent permitted by law.
19.5 Identification. Throughout this Agreement, wherever the context so permits, the
masculine gender shall be deemed to include the feminine and vice versa, and both shall be
deemed to include the neuter and vice versa, and the singular shall be deemed to include the
plural and vice versa.
19.6 Amendments to Agreement. The Manager may, without the consent or approval
of any Member or Assignee, amend this Agreement at any time, and from time to time, for the
purposes of (i) correcting any error, ambiguity, or omission; (ii) adding to the duties or
obligations of, or surrendering any rights or powers granted to, the Manager; (iii) making any
change that the Manager, in its reasonable discretion, determines (A) does not adversely affect
the Members in any material respect, (B) is necessary or desirable to satisfy any requirements,
conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any
federal, state, or other agency, or contained in any federal, state, or local statute or ordinance, (C)
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4812-0090-8206v3
is required to effect the intent of any of the provisions of this Agreement, or (D) is required to
satisfy any requirements of the Code and of the Treasury Regulations with respect to the
Company, or any requirements of federal or state securities laws, in which case such amendment
shall, unless otherwise specified, have retroactive effect to the date of this Agreement. The
Manager may also amend this Agreement to reflect any Capital Call for an Additional Capital
Contribution in accordance with the provisions of Section 6.22 above. Additional amendments
not covered by these preceding sentences may be proposed by the Manager, through Notice to
the Members, and shall become effective upon the approval of a Majority Vote or the Majority
Written Consent of the Members.
19.7 Entire Agreement. This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof.
19.8 Further Assurances. Each Member (and Assignee, if any) hereby agrees to
execute and deliver such further documents and to cooperate in taking such further action as may
be necessary or appropriate to effect this Agreement or any provision hereof.
19.9 Authority. Each Person executing this Agreement on behalf of another Person
represents and warrants that he is authorized to do so, that such execution and the performance of
this Agreement do not violate any agreement or restriction to which such party is subject and that
this Agreement constitutes a legally binding obligation of such party.
19.10 Execution in Counterparts; Facsimile and Electronic Signatures. This

Agreement may be executed simultaneously in two or more counterparts, each of which shall be
deemed an original and all of which, when taken together, constitute one and the same document.
The signature of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart. Facsimile and electronic executions and deliveries shall have
the full force and effect of original signatures.
19.11 Captions. Titles or captions contained in this Agreement are inserted only as a
matter of convenience and for reference and shall in no way define, limit, extend or describe the
scope or intent of this Agreement or of any provision hereof.
[INTENTIONALLY LEFT BLANK. SIGNATURES CONTAINED ON FOLLOWING PAGE.]
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4812-0090-8206v3
IN WITNESS WHEREOF, the undersigned duly authorized agents or officers of the
Manager of the Company and each of the Members have hereunto set forth their respective
hands and seals to this Amended and Restated Operating Agreement of CPR Properties, LLC,
effective as of the Effective Date.
COMPANY: MEMBERS:
CPR PROPERTIES, LLC, CPR INVESTORS, LLC,

a Georgia limited liability company. a Delaware limited liability company.
By: INDIAN CREEK INVESTMENTS, LLC, By: INDIAN CREEK INVESTMENTS, LLC,
Its: Manager Its: Manager
By: By:
Name: Eugene E. Pearson, Jr. Name: Eugene E. Pearson, Jr.
Title: Manager Title: Manager
By: COLD RIVER PARTNERS, LLC, (COMPANY SEAL)

Its: Manager
REX ROAD HENRY 52, LLC,
By: By:
Name: Eugene E. Pearson, Jr. Print Name: Zhaoju Shen
Title: Manager Title: Manager
(COMPANY SEAL)
(COMPANY SEAL)
WEPARTNER CARL PARKER 101, LLC
By: GOLDEN EAGLE CAPITAL INVESTMENTS, LLC,
Its: Manager
By: GOLDEN EAGLE ENTERPRISES
Its: Manager
By:
Print Name: Qin Meng
Title: CEO
(COMPANY SEAL)
(Signature Page –Amended and Restated Operating Agreement of CPR Properties, LLC)
4812-0090-8206v3
Exhibit 1
CPR PROPERTIES, LLC

DEFINITIONS AND INTERPRETATIVE GUIDELINES
1. Definitions.
“Addressee” has the meaning assigned to it in Section 19.2.1.
“Adjusted Capital Account Deficit” means, with respect to each Member, the deficit
balance, if any, in such Member’s Capital Account as of the end of the applicable Fiscal Year or
other referenced period, after giving effect to the following adjustments:
(a) Credit to such Capital Account any amounts which such Member is obligated to
restore pursuant to any provisions of this Agreement or is deemed to be obligated
to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Treasury Regulations; and
(b) Debit to such Capital Account the items described in (4), (5) and (6) of Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations.
“Affiliate” means, with respect to any Person, (a) in the case of an individual, any relative
of such Person, (b) any officer, director, trustee, partner, member, manager, employee or holder
of ten percent (10%) or more of any class of the voting securities of or equity interest in such
Person; (c) any entity Controlling, Controlled by or under common Control with such Person; or
(d) any officer, director, trustee, partner, member, manager, employee or holder of ten percent
(10%) or more of the outstanding voting securities of any entity Controlling, Controlled by or
under common Control with such Person.
“Agreement” has the meaning assigned to it in the Preamble.
“Alternative Investments” mean investment opportunities unrelated to the Real Property,

including, but not limited to, residential or commercial properties (including multi-family or
single-family housing, office buildings, shopping plazas, light-industrial and/or warehousing
facilities) and undeveloped real property that has significant potential for short-term or long-term
appreciation.
“Articles of Organization” means the Company’s articles of organization in effect from

time to time.
“Audit Rules” has the meaning assigned to it in Section 16.6.2.
“Business Day” means any day on which commercial banking institutions are generally
open for business in Atlanta, Georgia.
“Capital Account” has the meaning assigned to it in Section 6.3.
Exhibit 1-1
4812-0090-8206v3
“Capital Call” has the meaning assigned to it in Section 6.2.1.
“Capital Contribution” means, with respect to any Member as of any date, the amount of
cash and property that the Member has contributed to the capital of the Company pursuant to
Section 6 through such date and includes the amount of money and the initial Gross Asset Value
of any property (other than money) contributed to The Company with respect to the interest in
the Company held by such Member. 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 is included in the Capital Account of any Person until the Company makes a
taxable disposition of the note or until (and to the extent) principal payments (but not interest
payments) are made on the note, all in accordance with Treasury Regulations Section 1.704-
1(b)(2)(iv)(d)(2).
“Carl Parker Development and Rex Road Charitable Donation Option” shall have the
meaning specified in 10.6(d).
“Carl Parker Parcel” means two tracts of primarily unimproved real property
containing, in the aggregate, approximately 44.57 acres, more or less, located in Henry County,
Georgia, which is titled in the Property Entity’s name and is more fully described on Exhibit 3
attached hereto.
“Cause” has the meaning assigned to it in Section 10.11 .
“Charitable Contribution and Alternative Investments Option” shall have the meaning
specified in Section 10.6(b).
“Charitable Donation” means the Company making a “charitable contribution” or gift of

the Real Property to the Charitable Organization, pursuant to Section 170 of the Code, and
transferring fee title ownership thereto to the Charitable Organization by recording a warranty
deed in favor of the Charitable Organization in the land records of Henry County, Georgia.
“Charitable Organization” means Southern Conservation Trust, Inc., a 501(c)(3) not-for-

profit entity, or any other qualified organization under Section 170(b)(1)(A) of the Code,
including, but not limited to, a 501(c)(3) charitable organization, a church, an educational
organization, a “governmental unit” referred to in Section 170(c)(1) of the Code or a private
foundation referred to in Section 170(b)(1)(F) of the Code, the final identity of which shall be
determined by the Manager, in its sole discretion.
“Claims” has the meaning assigned to it in Section 11.3.1.
“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any
corresponding provisions of succeeding law).
“Company” has the meaning assigned to it in the Preamble.
“Company Interest” has the meaning assigned to it in Section 10.5.3.
“Company Minimum Gain” has the meaning assigned to it in Section 7.7.
Exhibit 1-2
4812-0090-8206v3
“Company Tax Proceeding” has the meaning assigned to it in Section 16.6.3.
“Conservation Area” shall have the meaning specified in Section 2.6.1.
“Conservation Easement” means a conservation easement which satisfies all the

requirements of Code Section 170(h), including, without limitation, the requirement that the
grantee be a “qualified organization,” as defined in Code Section 170(h)(3).
“Contingency Reserve Fund” has the meaning assigned to it in Section 6.6.2.
“Contributing Member(s)” has the meaning ascribed to it in Section 6.2.2.
“Control” (including with correlative meaning, “Controlled by” or “under common

Control with”) means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of an entity, whether through the ownership of voting
securities, by contract, or otherwise. For purposes of clarification, the manager/managing
member of a limited liability company and general partner of a limited partnership shall be
deemed to control such entities notwithstanding the fact that their respective managerial decision
authority is subject to member or partner approval of typical and customary “major decisions.”
“CPRI” has the meaning assigned to it in the Preamble.
“CPRI LLC Agreement” has the meaning assigned to it in Section 10.5.3.
“CPRI Vote on Business Operations” has the meaning assigned to it in Section 10.5.3.
“Defaulting Member” has the meaning assigned to it in Section 6.2.2.
“Depreciation” means, for each Fiscal Year or other period, an amount equal to the
depreciation, amortization or other cost recovery deduction allowable with respect to an asset for
such Fiscal Year or other period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other
period, Depreciation is an amount that bears the same ratio to such beginning Gross Asset Value
as the federal income tax depreciation, amortization, or other cost recovery deduction for such
Fiscal Year or other period bears to such beginning adjusted tax basis; provided, however, that if
the adjusted tax basis for federal income tax purposes of an asset at the beginning of such Fiscal
Year or period is zero, Depreciation must be determined with reference to such beginning Gross
Asset Value using any reasonable method selected by the Members.
“Development Activities” has the meaning assigned to it in Section 2.6.1.
“Development Option” has the meaning assigned to it in Section 10.6(a).
“Effective Date” has the meaning assigned to it in the Preamble.
“Expenses” has the meaning assigned to it in Section 10.9.2.
Exhibit 1-3
4812-0090-8206v3
“Governmental Authority” means any (a) nation, state, county, city, town, village,
district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other
government; (c) governmental authority of any nature (including any governmental agency,
branch, department, official or entity, and any court, arbitrator, mediator or other tribunal)
including the United States Securities and Exchange Commission and the various state securities
commissions; or (d) body entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power having the force of law.
“Indian Creek” has the meaning assigned to it in Section 10.2.
“Investment Option” has the meaning assigned to it in Section 10.6(c).
“IRS” means the United States Internal Revenue Service.
“Liabilities” has the meaning assigned to it in Section 11.3.1.
“LLC Act” has the meaning assigned to it in the Recitals. All references to specific
provisions of the “LLC Act” are deemed to refer to any corresponding provisions of any
succeeding law.
“Majority Vote” means the vote of one or more Members of the Company, whose Units,
when taken together, exceed fifty percent (50%) of the aggregate total of all Units issued and
outstanding to all the Members.
“Majority Written Consent” means a written consent to the taking or omission of any
action required or permitted to be taken by Members under this Agreement which is signed by or
on behalf of Members entitled to grant or withhold consent with respect to such action whose
Units represent a Majority Vote of all the Members.
“Manager” means Indian Creek or any other Person that succeeds such Person in the
capacity as Manager as provided in this Agreement.
“Mandatory Member Vote on Business Operations” has the meaning assigned to it in

Section 10.6.
“Members” refers collectively to CPRI, the Original Members and each other Person
who is or becomes a “Member” pursuant to the terms of this Agreement, but only so long as the
Person holds any Units.
“Member Loan” has the meaning assigned to it in Section 6.5.
“Member Nonrecourse Debt” has the meaning assigned to it in Section 7.8.
“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to it in Section
7.8.
“Memorandum” means the Confidential Private Placement Memorandum of CPR

Properties, LLC, dated November 27, 2019, issued in connection with the Offering.
Exhibit 1-4
4812-0090-8206v3
“Net Loss” or “Net Profit” means the Company’s taxable income or taxable loss (as the
case may be) for such Fiscal Year, as determined under Section 703(a) of the Code and Section
1.703-1 of the Treasury Regulations (for this purpose, all items of income, gain, loss or
deduction required to be stated separately pursuant to Section 703(a)(1) of the Code are included
in taxable income or taxable loss), but with the following adjustments:
(a) Any tax-exempt income, as described in Section 705(a)(1)(B) of the Code,

realized by the Company during such Fiscal Year is taken into account in
computing such taxable income or taxable loss as if it were taxable income.
(b) Any expenditures of the Company described in Section 705(a)(2)(B) of the Code
for such Fiscal Year, including any items treated under Section 1.704-
1(b)(2)(iv)(i) of the Treasury Regulations as items described in Section
705(a)(2)(B) of the Code, is taken into account in computing such taxable income
or taxable loss as if they were deductible items.
(c) Gain or loss resulting from any disposition of assets with respect to which gain or
loss is recognized for federal income tax purposes is computed by reference to the
Gross Asset Value of the assets disposed of, notwithstanding that the adjusted tax
basis of those assets differs from its Gross Asset Value.
(d) In lieu of the depreciation, amortization, and other cost recovery deductions taken
into account in computing such taxable income or loss, Depreciation for such
Fiscal Year, computed in accordance with the definition of Depreciation, is taken
into account.
(e) To the extent an adjustment to the adjusted tax basis of any the Company asset
pursuant to Code Section 734(b) is required, pursuant to Section 1.704-
(b)(2)(iv)(m)(4) of the Treasury Regulations, to be taken into account in
determining Capital Accounts as a result of a distribution other than in liquidation
of a Member’s interest in the Company, the amount of such adjustment is treated
as an item of gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis) from the disposition of such asset and is taken
into account for purposes of computing Net Loss or Net Profit.
(f) Any item of income, gain, loss or deduction that is required to be allocated
specially to the Members under Sections 7.4, 7.5, 7.6, 7.7, 7.8 or 7.15 is not taken
into account in computing such taxable income or taxable loss. Any deduction
arising out of a charitable contribution where the deduction is different than the
adjusted basis of the donated property must be treated as a deduction only to the
extent of the basis of the donated property.
If the Company’s taxable income or taxable loss for such Fiscal Year, as adjusted in the
manner provided in paragraphs (a) through (c) above is a positive amount, then such
amount is the Company’s Net Profit for such Fiscal Year, and if negative, then such
amount is the Company’s Net Loss for such Fiscal Year.
Exhibit 1-5
4812-0090-8206v3
“Notice” means a writing containing the information required by any provision hereof to
be communicated to a Person.
“Notice of CPRI Member Vote” has the meaning assigned to it in Section 10.5.3.
“Offering” means the private placement offering of Units by CPRI, pursuant to the
Memorandum, which commenced on or about November 27, 2019.
“Operating Reserve” means a working capital reserve in the amount of $35,000 to pay
management fees, accounting fees, insurance premiums, real property taxes and other operational
costs.
“Original Members” has the meaning assigned to it in the Preamble. The term “Original
Members” shall also include any of the Original Members’ permitted transferees as long as any
such Person holds any Units.
“Original Operating Agreement” has the meaning assigned to it in the Recitals.
“Overhead Expenses” has the meaning assigned to it in Section 10.9.1.
“Ownership Percentage” A percentage determined by dividing (i) the total number of

Units held by such Member by (ii) the total number of Units outstanding at the time such
Member’s Ownership Percentage is being measured. The initial Ownership Percentages of the
Members are set forth on Exhibit 2 hereof.
“Party” means any one of the Company, the Manager, and the Members.
“Partnership Representative” has the meaning assigned to it in Section 16.6.2.
“Person” means any individual, corporation, partnership, limited liability company, trust,
or other entity.
“Prime Rate” is the prime rate announced by Wells Fargo Bank, N.A. (or its successor in
interest), in Atlanta, Georgia, from time to time as its prime rate for its most creditworthy
customers on loans having maturities of 90 days or less; provided, however, that if such rate can
no longer be determined, the “Prime Rate” means the prime rate announced from time to time by
The Wall Street Journal.
“Property” or “property” means any property, real or personal, tangible or intangible, and
any legal or equitable interest in property of any type or in any form, including cash but
excluding services and promises to perform services in the future.
“Protected Person” means: (a) the Manager and its successors; (b) the Affiliates of the
Manager; (c) any officer, director, employee or shareholder of the Manager; and (d) any Person
who serves at the request of the Manager hereunder on behalf of the Company as an officer,
director, partner, member, shareholder, advisor, employee or agent of any other Person.
Exhibit 1-6
4812-0090-8206v3
“Purchase Agreement” means that certain Membership Interest Purchase and
Contribution Agreement, dated November 26, 2019, by and among CPRI, the Company,
WePartner CP and Rex Road Henry, with respect to the purchase of the Company Interest by
CPRI from WePartner CP and Rex Road Henry, an additional contribution to the paid-in-capital
of the Company by CPRI, and certain other matters as described therein.
“Real Property” has the meaning set forth in the recitals.
“Regulatory Allocations” has the meaning assigned to it in Section 7.10.
“Required Capital Contribution” has the meaning assigned to it in Section 6.2.1.
“Reserved Area” means an approximately 2.0 acre portion of the Carl Parker Parcel,
which would be excluded from the Conservation Easement if the Charitable Contribution and
Alternative Investments Option or the Carl Parker Conservation Option is selected in the
Mandatory Member Vote on Business Operations.
“Reserves” means, with respect to any fiscal period, funds set aside or amounts allocated
during such period to reserves, which must be maintained in amounts deemed sufficient by the
Manager for working capital and to pay taxes, insurance, debt service or other costs or expenses
incident to the ownership, operation or expansion of the Company’s business.
“Rex Road Development and Carl Parker Conservation Option” shall have the
meaning specified in 10.6(c).
“Rex Road Henry” has the meaning set forth in the Preamble.
“Rex Road Parcel” means two tracts of primarily unimproved real property containing,
in the aggregate, approximately 51.23 acres, more or less, located in Henry County, Georgia,
which is titled in the Property Entity’s name and is more fully described on Exhibit 3 attached
hereto.
“Securities Act” has the meaning assigned to it in Section 6.7(a).
“Supplemental Capital Contribution” means any additional Capital Contribution to the

Company by a Member (other than the initial Capital Contribution of such Member) requested
by the Manager, in its sole discretion, in order to satisfy the capital needs of the Company,
pursuant to Section 6.2 of this Agreement.
“Surviving Members” has the meaning assigned to it in Section 17.7.
“Transfer”, as a noun, is deemed to include any voluntary or involuntary transfer, sale,

pledge, hypothecation or other disposition, and as a verb, is deemed to mean to voluntarily or
involuntarily transfer, sale, pledge, hypothecate or otherwise dispose of.
“Treasury Regulations” means the Federal Income Tax Regulations promulgated under
the Code, as such Regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).
Exhibit 1-7
4812-0090-8206v3
“Units” has the meaning assigned to it in Section 5.1.
“WePartner CP” has the meaning assigned to it in the Preamble.
“Withdrawing Member” has the meaning assigned to it in Section 17.7.
2. Interpretative Guidelines.
Generally. Should the provisions of this Agreement require judicial or arbitral

interpretation, it is agreed that the judicial or arbitral body interpreting or construing the
Agreement may not apply the assumption that the terms must be more strictly construed against
one Party by reason of the rule of construction that an instrument is to be construed more strictly
against the Party which itself or through its agents prepared the instrument, it being agreed that
the agents of both Parties have participated equally in the preparation of this Agreement.
Singular and Plural of Defined Terms. The definitions in this Exhibit apply equally to
both the singular and plural of the terms defined.
Gender of Pronouns. Whenever the context may require, any pronoun includes the
corresponding masculine, feminine and neuter forms.
References to Agreement. Words such as “herein,” “hereinafter,” “hereof,” “hereto” and

hereunder” refer to this Agreement as a whole unless the context otherwise requires.
References to Sections and Exhibits. All references in this Agreement to Sections and
Exhibits are deemed to be references to Sections of and Exhibits to this Agreement unless the
context otherwise requires.
Captions. The table of contents and the captions or headings of the Sections and other
subdivisions of this Agreement are inserted only as a matter of convenience or reference and
have no effect on the meaning of the provisions of those Sections or subdivisions.
Recitals. Except with respect to the definitions of terms defined within the recitals, the
recitals to this Agreement may not be taken into account in the construction or interpretation of
any provision of this Agreement.
Interpretation of “Including.” The words “include,” “includes,” and “including” are

deemed to be followed by the phrase “without limitation.”
Negative Covenants. Any undertaking in this Agreement not to do any act or thing is
deemed to include an undertaking not to permit or suffer the doing of that act or thing.
References to “Day.” Any reference in this Agreement to “day” or number of “days”

without the explicit qualification of “Business” must be interpreted as a reference to a calendar
day or number of calendar days. If any action or Notice is to be taken or given on or by a
particular calendar day and that calendar day is not a Business Day, then the action or Notice is
deferred until, or may be taken or given, on the next Business Day.
Exhibit 1-8
4812-0090-8206v3
References to Date and Time. Any reference in this Agreement to a date or time is a
reference to that date or time in Atlanta, Georgia, unless the context otherwise requires.
Exhibit 1-9
4812-0090-8206v3
Exhibit 2
CPR PROPERTIES, LLC

MEMBER INFORMATION
Name and Address Units Capital Account Ownership

Balance Percentages
CPR Investors, LLC 990 $[__] 99.0%

c/o Indian Creek Investments, LLC
WePartner Carl Parker 101, LLC 5 $[__] 0.5%

120 S. Zack Hinton Parkway
McDonough, Georgia 30253
Rex Road Henry 52, LLC 5 $[__] 0.5%

TOTALS: 1,000 $[__] 100%
Exhibit 2
4812-0090-8206v3
Exhibit 3
CPR PROPERTIES, LLC
REAL PROPERTY DESCRIPTION
LEGAL DESCRIPTION OF CONTRIBUTED PROPERTY
The real property is hereby described as follows:
Tract 1:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT
166, 12TH DISTRICT, HENRY COUNTY, GEORGIA, CONTAINING 2,143,618 SQ. FT. OR
49.21 ACRES, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT AN IRON PIN AND CAP ON THE SOUTHERLY

464.69 FEET TO A 1/2 INCH REBAR; THENCE, SOUTH 00 DEGREES 12
BEGINNING; THENCE, SOUTH 00 DEGREES 12 MINUTES 17 SECONDS
EAST, 215.42 FEET TO A 3/8 INCH ROD; THENCE, SOUTH 00 DEGREES
22 MINUTES 33 SECONDS EAST, 190.14 FEET TO A 1/2 INCH REBAR;
THENCE, SOUTH 00 DEGREES 01 MINUTES 09 SECONDS WEST, 179.45
FEET TO A 1/2 INCH REBAR; THENCE, SOUTH 00 DEGREES 00 MINUTES
09 SECONDS WEST, 134.77 FEET TO A 1/2 INCH REBAR; THENCE,
SOUTH 00 DEGREES 08 MINUTES 50 SECONDS WEST, 614.62 FEET TO A
1/2 INCH REBAR; THENCE, SOUTH 00 DEGREES 23 MINUTES 43
SECONDS WEST, 259.91 FEET TO A POINT; THENCE, LEAVING SAID
LAND LOT LINE, SOUTH 66 DEGREES 15 MINUTES 18 SECONDS WEST,
6.91 FEET TO A 3/4 INCH PIPE WITH TEE; THENCE, SOUTH 66 DEGREES
15 MINUTES 18 SECONDS WEST, 229.30 FEET TO A 5/8 INCH REBAR;
FEET TO A 1/2 INCH REBAR; THENCE, NORTH 52 DEGREES 32
MINUTES 23 SECONDS EAST, 373.69 FEET TO A 1 INCH OPEN TOP PIPE;
FEET TO A 1 INCH OPEN TOP PIPE FOUND ON THE EASTERLY RIGHT-
OF-WAY LINE OF REX ROAD (80 FOOT RIGHT-OF-WAY WIDTH);
HAVING A RADIUS OF 819.46 FEET, AND CHORD BEARING NORTH 45
39 DEGREES 50 MINUTES 16 SECONDS EAST, 53.58 FEET) TO A 1/2 INCH
REBAR; THENCE, LEAVING SAID RIGHT-OF-WAY LINE, SOUTH 57
DEGREES 50 MINUTES 00 SECONDS EAST, 225.86 FEET TO A 1/2 INCH
Exhibit 3-1
4812-0090-8206v3
REBAR; THENCE, NORTH 30 DEGREES 46 MINUTES 00 SECONDS EAST,
247.65 FEET TO A 1/2 INCH REBAR; THENCE, NORTH 57 DEGREES 50
MINUTES 30 SECONDS WEST, 216.67 FEET TO 1/2 INCH REBAR FOUND
ON SAID EASTERLY RIGHT-OF-WAY LINE OF REX ROAD; THENCE,
24.62 FEET ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A
RADIUS OF 7869.48 FEET, AND A CHORD BEARING NORTH 31
THENCE, 72.77 FEET ALONG A CURVE TO THE RIGHT (SAID CURVE
THENCE, NORTH 32 DEGREES 39 MINUTES 22 SECONDS EAST, 585.12
FEET TO A POINT; THENCE, 54.90 FEET ALONG A CURVE TO THE
RIGHT (SAID CURVE HAVING A RADIUS OF 309.63 FEET, AND A
171.20 FEET) TO A POINT; THENCE, SOUTH 88 DEGREES 24 MINUTES 16
SECONDS EAST, 199.08 FEET TO A POINT; THENCE, LEAVING SAID
RIGHT-OF-WAY LINE, SOUTH 01 DEGREES 37 MINUTES 22 SECONDS
WEST, 478.00 FEET TO A POINT; THENCE, SOUTH 88 DEGREES 24
BEGINNING.
Tract 2:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND

LOT 166, 12TH DISTRICT, HENRY COUNTY, GEORGIA, CONTAINING 87,877 SQ.
FT. OR 2.02 ACRES, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIN AND CAP ON THE SOUTHERLY

464.69 FEET TO A ½ INCH REBAR FOUND; THENCE, SOUTH 00
DEGREES 12 MINUTES 17 SECONDS EAST, 13.55 FEET TO A POINT;
THENCE, LEAVING SAID LAND LOT LINE, NORTH 88 DEGREES 24
MINUTES 16 SECONDS WEST, 191.59 FEET TO A POINT; THENCE,
NORTH 01 DEGREES 37 MINUTES 22 SECONDS EAST, 478.00 FEET TO A
POINT ON SAID SOUTHERLY RIGHT-OF-WAY LINE OF REX ROAD;
THENCE, ALONG SAID RIGHT-OF-WAY LINE, SOUTH 88 DEGREES 24
BEGINNING.
Exhibit 3-2
4812-0090-8206v3
conveyed by Rex Road Henry 52, LLC to CPR Properties, LLC by virtue of that certain Limited
Warranty Deed of Contribution, dated November 22, 2019 and recorded on November 27, 2019
in Deed Book 16843, Pages 1-4 in the official records of the Superior Court Clerk’s Office of
Henry County, State of Georgia.
CARL PARKER PARCEL
Tract 1:
ALL THAT PARCEL OR TRACT OF LAND LYING IN LAND LOTS 135 AND 154,
6TH DISTRICT, HENRY COUNTY GEORGIA, AND BEING MORE PARTICULARLY
BEGINNING AT NAIL FOUND AT THE COMMON CORNER OF

LAND LOTS 135, 136, 153 AND 154; THENCE, LEAVING COMMON
CORNER AND FOLLOWING ALONG COMMON LINE OF LAND LOTS 153
AND 154, SOUTH 00 DEGREES 46 MINUTES 29 SECONDS WEST A
DISTANCE OF 1,006.02 FEET TO A ONE-HALF INCH REBAR FOUND;
THENCE, LEAVING COMMON LAND LOT LINE, SOUTH 88 DEGREES 39
MINUTES 44 SECONDS WEST A DISTANCE OF 200.22 FEET TO A ONE-
HALF INCH REBAR FOUND; THENCE, SOUTH 00 DEGREES 45 MINUTES
06 SECONDS WEST A DISTANCE OF 435.42 FEET TO A ONE-HALF INCH
REBAR FOUND; THENCE, NORTH 37 DEGREES 04 MINUTES 38
SECONDS WEST A DISTANCE OF 1,804.10 FEET TO A POINT ON THE
SOUTHEASTERN RIGHT OF WAY LINE OF CARL PARKER ROAD
(VARIABLE R/W); THENCE, FOLLOWING ALONG SAID RIGHT OF WAY
LINE, 84.41 FEET ALONG A CURVE TO THE LEFT (SAID CURVE
THENCE, NORTH 21 DEGREES 18 MINUTES 56 SECONDS EAST A
DISTANCE OF 101.11 FEET TO A POINT; THENCE, NORTH 19 DEGREES
POINT; THENCE, NORTH 17 DEGREES 32 MINUTES 45 SECONDS EAST
A DISTANCE OF 31.41 FEET TO A POINT; THENCE, NORTH 18 DEGREES
POINT; THENCE, LEAVING SAID RIGHT OF WAY LINE, SOUTH 82
TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF CARL
PARKER ROAD; THENCE, 153.51 FEET ALONG RIGHT OF WAY LINE,
ALONG A CURVE TO THE LEFT (SAID CURVE HAVING A RADIUS OF
Exhibit 3-3
4812-0090-8206v3
2,530.00 FEET, AND A CHORD BEARING NORTH 72 DEGREES 24
MINUTES 13 SECONDS EAST, 153.48 FEET) TO A POINT; THENCE,
NORTH 70 DEGREES 45 MINUTES 21 SECONDS EAST A DISTANCE OF
315.49 FEET TO A HALF-INCH REBAR FOUND; THENCE, LEAVING SAID
RIGHT OF WAY LINE, SOUTH 00 DEGREES 23 MINUTES 09 SECONDS
WEST A DISTANCE OF 666.95 FEET; THENCE, SOUTH 00 DEGREES 23
MINUTES 09 SECONDS WEST A DISTANCE OF 542.45 FEET TO THE
POINT OF BEGINNING.
SAID TRACT OR PARCEL HAVING AN AREA OF 42.55 ACRES (1,853,430

SQUARE FEET).
Tract 2:
ALL THAT PARCEL OR TRACT OF LAND LYING IN LAND LOT 135, 6TH
DISTRICT, HENRY COUNTY GEORGIA, AND BEING MORE PARTICULARLY
COMMENCING AT THE EASTERLY RIGHT OF WAY LINE OF

CARL PARKER ROAD (VARIABLE R/W) AND THE INTERSECTION OF
TWIN OAKS DRIVE (60’ R/W); THENCE, FOLLOWING ALONG CARL
PARKER ROAD RIGHT OF WAY LINE 294.85 FEET TO THE POINT OF
BEGINNING; THENCE, LEAVING SAID RIGHT OF WAY LINE, SOUTH 83
TO A POINT; THENCE, SOUTH 08 DEGREES 06 MINUTES 05 SECONDS
WEST A DISTANCE OF 150.75 FEET TO A POINT; THENCE, NORTH 82
TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF CARL
PARKER ROAD; THENCE, ALONG SAID RIGHT OF WAY LINE, NORTH
18 DEGREES 14 MINUTES 57 SECONDS EAST A DISTANCE OF 145.27
FEET TO THE POINT OF BEGINNING.
SAID TRACT OR PARCEL HAVING AN AREA OF 2.02 ACRES (88,029 SQUARE

FEET).
conveyed by WePartner Carl Parker 101, LLC to CPR Properties, LLC by virtue of that certain
Limited Warranty Deed of Contribution, dated November 22, 2019 and recorded on November
27, 2019 in Deed Book 16844, Pages 205-08 in the official records of the Superior Court Clerk’s
Office of Henry County, State of Georgia.
Exhibit 3-4
4812-0090-8206v3
EXHIBIT C
Subscription Documents
(Subscription Agreement, Accredited Investor
Suitability Questionnaire, Joinder Agreement)
[SEE ATTACHED]
C-1
4815-3794-7053v5
Name of Subscriber:
PPM Document Copy #
CPR INVESTORS, LLC

a Delaware limited liability company
U.S. $3,317,000 MAXIMUM OFFERING AMOUNT

U.S. $3,183,000 MINIMUM OFFERING AMOUNT
3,317,000 Shares (Maximum)

3,183,000 Shares (Minimum)
U.S. $50,000 minimum individual investment

Price per Share $1.00
PLEASE READ CAREFULLY
4836-5490-5006v3
CPR INVESTORS, LLC,
SUBSCRIPTION INSTRUCTIONS
Prospective investors (“Investors”) should read the Confidential Private Placement Memorandum (the
“Memorandum”) for CPR Investors, LLC, a Delaware limited liability company (the “Company”),
and the attached Subscriber Questionnaire and Subscription Agreement (collectively, the “Subscription
Documents”) prior to subscribing to the Company. The Memorandum, the Subscription Documents and
other Offering materials delivered herewith, as the same may be supplemented from time to time (the
“Materials”), relate to the Company’s private placement offering of up to $3,317,000 (USD) of its shares
of membership interest (the “Shares”) being offered by the Company (the “Offering”) at $1.00 per Share
(the “Offering Price”).
No person is authorized to receive these documents unless such person has previously received, or
simultaneously receives, a copy of the Materials. Delivery of these documents to anyone other than the
original offeree is unauthorized, and any reproduction or circulation of these documents, in whole or in
part, is prohibited.
If, after you have carefully reviewed the Materials, you decide to purchase Shares, please follow the
instructions below. The information requested in the Subscription Documents is necessary to ensure the
availability of the exemption from registration under the Securities Act of 1933, 15 U.S.C. § 77a, et seq.,
as amended (the “Securities Act”), pursuant to Section 4(a)(2) and Rule 506 of Regulation D (17 C.F.R.
§ 230.506) promulgated thereunder. Required Subscription Documents that are missing the requested
information or signatures cannot and will not be accepted unless and until such information or signatures
are provided.
The Company’s Managers (Indian Creek Investments, LLC and Cold River Partners, LLC), in their
absolute discretion, may reject any subscription request at any time prior to the closing of the Offering.
Any prospective Investor desiring to subscribe for an investment as a member of the Company, may only
do so by means of the completion, delivery and acceptance of the Subscription Documents listed below,
which must be properly and fully completed and signed. Subscription Documents that are missing
requested information or signatures will not be considered for acceptance unless and until such
information or signatures are provided (Investors that are entities may be required to furnish other or
additional documentation evidencing the authority to invest in the Company).
Prospective Investors will receive a DocuSign package for execution of the Subscription Documents
that must be returned according to the following instructions:
• Complete the Agreement, which includes:
o Subscriber Questionnaire Form: Complete all requested information.
o Subscription Agreement: Complete all requested information, date and sign the signature
page.
o Joinder Agreement: Date and sign the attached joinder agreement to the Limited Liability
Company Agreement of CPR Investors, LLC, dated as of November 26, 2019.
o Appendix A: Entity subscribers must complete the supplemental information required in
Appendix A. Such subscribers may be requested to furnish other or additional
documentation evidencing authority to invest in the Company.
CPR Investors - Subscription Documents –Page 1

4836-5490-5006v3
o IRS Form W-9: Complete and sign IRS Form W-9 to certify your tax identification
number. Attached hereto as Appendix B is the Form W-9 from the Department of the
Treasury, Internal Revenue Service.
• Investors must fully complete the Subscription Documents and submit them via email according
to the DocuSign instructions provided by no later than the Termination Date of the Offering
(December 27, 2019);
• Make payment of the subscription amount; and
• Acceptance of the subscription by the Company’s Managers.
The Managers will review the completed and executed Subscription Documents and will rely on
the representations made by the Investors therein in assessing the Investor's ability to qualify as an
accredited investor. The subscription amount will be returned to the Subscriber and this Agreement will
be void if the Subscriber’s subscription offer is not accepted by the Managers.
EVIDENCE OF AUTHORIZATION. Subscribers (other than natural persons subscribing for their own
account) may be required to submit the following evidence of authorization:
(1) Corporation: certified corporate resolutions authorizing the subscription

and identifying the corporate officer(s) empowered to sign the Agreement.
(2) Partnership: partnership certified (in the case of limited partnerships)

or partnership agreement identifying the general partners.
(3) Limited Liability Company: copy of limited liability company

agreement (or operating agreement) identifying each of the members.
(4) Trust: trust agreement or relevant portions thereof showing appointment

and authority of trustee(s).
Entities may be requested to furnish other or additional documentation evidencing authority to invest in
the Company.
SUBSCRIPTION PAYMENTS, CLOSING DATE. Upon delivery of the Subscription Documents in

accordance with the above instructions, an Investor shall immediately remit the total subscription amount
to SunTrust Bank (the “Escrow Agent”) by wire transfer. Payments for the amounts subscribed
(minimum: $3,183,000 or 3,183,000 Shares), subject to exceptions at the sole discretion of the Managers)
MUST be made by wire transfer to following escrow account:
Receiving Bank: SunTrust Bank

Account Address: 919 E. Main Street, Richmond, Virginia 23219
REF/FFC: CPR Investors / [Investor Name]
Funds must be wired to the Escrow Agent from an account directly owned in the name of
the subscribing Investor (i.e., funds wired on behalf of an individual Investor may not be accepted from

4836-5490-5006v3
a bank account owned by a corporation, even if the individual Investor is the sole owner of that
corporation, and the funds wired on behalf of a trust or entity investor may not be accepted from a bank
account owned by an individual, even if such individual is an owner of the trust or entity Investor).
Upon the Managers’ acceptance of the Subscription Amount and the Subscriber’s subscription for
the Shares so subscribed, the Managers shall notify the Subscriber of such acceptance as of the date of
such notice (the “Closing Date”).
ACCEPTANCE OF SUBSCRIPTIONS; MINIMUM OFFERING AMOUNT. The acceptance of

subscriptions is within the absolute discretion of the Managers, which may require additional information
before making a determination. The Managers will seek to notify the Subscriber of its acceptance or
rejection of the subscription before the date of the subscription. If the subscription is rejected, the
Company will promptly refund (without interest) to the Subscriber any subscription payments received by
the Company. The Offering being conducted pursuant to the Memorandum contains a minimum
aggregate offering amount of $3,183,000 (the “Minimum Offering Amount”). If the Minimum Offering
Amount has not been subscribed for on or before the Offering Termination Date, any subscription
payments received by the Company from the Subscriber will be returned without interest.
ADDITIONAL INFORMATION. For additional information concerning subscriptions, prospective

investors should contact Eugene E. Pearson, Jr. at the office of the Managers by phone at (678) 208-6631
or by email at chip@coldriverdev.com.

4836-5490-5006v3
CPR INVESTORS, LLC
SUBSCRIPTION AGREEMENT
Shares of Membership Interests, represented by “Shares” (the “Shares”) of CPR Investors, LLC, a
Delaware limited liability company (the “Company”), are only being offered and sold to “accredited
investors” as that term is defined under Rule 501(a) of Regulation D, promulgated by the Securities and
Exchange Commission pursuant to the Securities Act of 1933, 15 U.S.C. § 77a, et. seq., as amended (the
“1933 Act”), without registration under the 1933 Act or the securities laws of any state, in reliance on the
exemption contained in Section 4(a)(2) of the 1933 Act, in reliance on Rule 506(b) of Regulation D, and
in reliance on similar exemptions under applicable state laws. Under Section 4(a)(2) and Regulation D of
the 1933 Act and/or certain state laws, the Company may be required to determine that an individual, or
an individual together with a “purchaser representative,” or each individual equity owner of an “investing
entity,” meets certain suitability requirements before issuing securities to such individual or entity. This
Questionnaire will enable the Company to discharge its responsibilities under federal and state securities
laws, and the Company, its management and other investors in Shares of the Company will rely upon the
information contained herein. THE COMPANY WILL NOT ISSUE ANY UNITS TO ANY
PROSPECTIVE INVESTOR WHO HAS NOT COMPLETED, EXECUTED AND RETURNED
TO THE COMPANY THE SUBSCRIPTION AGREEMENT. IN THE CASE OF AN INVESTOR
THAT IS A PARTNERSHIP, TRUST OR CORPORATION, EACH INTEREST OWNER OF
SUCH ENTITY MAY BE REQUIRED TO COMPLETE AND DELIVER TO THE COMPANY A
COMPLETED SUBSCRIPTION AGREEMENT.
Subscription for Shares of the Company.
The undersigned Subscriber (the “Subscriber”) hereby agrees to purchase from the Company,
and upon its acceptance of this Subscriber Questionnaire and Subscription Agreement (the “Agreement”),
the Company agrees to issue to the Subscriber, the number of Shares set forth on the signature page
hereof, along with the applicable subscription price amount to be paid hereunder by the Subscriber for
such Shares in the Company (the “Subscription Amount”).
This investment is made pursuant to this Agreement and the Confidential Private
Placement Memorandum of the Company, dated November 27, 2019 (the “Private Placement
Memorandum”), a copy of which has been delivered to the Subscriber.
The Subscriber hereby confirms to the Company and its Managers that the Subscriber has
received and reviewed carefully the Private Placement Memorandum and other information concerning
the Company, the Shares and related matters, and such other information as the Subscriber, as an
experienced and sophisticated investor, or its financial, legal and other representatives, have deemed
appropriate (all collectively, including but not limited to the Private Placement Memorandum, the
“Information”), and the Subscriber wishes to subscribe for the Shares of the Company in the amount set
forth on the signature page hereto, and, to the extent applicable, in connection therewith, the Subscriber
has delivered cash or certified funds to the representative of the Company in the Subscription Amount set
forth on such signature page in full and complete payment for the purchase price to be paid by the
Subscriber for the Shares that the Subscriber has subscribed for hereunder.

4836-5490-5006v3
THE OFFERING OF SECURITIES DESCRIBED IN THESE SUBSCRIPTION DOCUMENTS HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT OR UNDER THE
SECURITIES LAWS OF ANY STATE (THE “STATE ACTS”), AND WILL BE OFFERED AND
SOLD FOR INVESTMENT ONLY TO QUALIFYING RECIPIENTS OF THE MEMORANDUM,
PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933
ACT PROVIDED BY SECTION 4(a)(2) THEREOF AND RULE 506 OF REGULATION D, AND IN
RELIANCE ON OTHER EXEMPTIONS FROM REGISTRATION SET FORTH IN THE STATE
ACTS. THE MEMBERSHIP INTERESTS OFFERED HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES AUTHORITY OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY OF
THE FOREGOING PASSED UPON OR ENDORSED THE MERITS OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THE COMPANY WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). PURSUANT TO AN EXEMPTION
UNDER SECTION 3(c)(1) OF THE INVESTMENT COMPANY ACT WHICH EXEMPTS FROM
SUCH REGISTRATION INVESTMENT FUNDS WHOSE OUTSTANDING SECURITIES ARE
BENEFICIALLY OWNED BY NOT MORE THAN ONE HUNDRED (100) PERSONS AND NOT
MAKING OR INTENDING TO MAKE A PUBLIC OFFERING OF SECURITIES.
A SUBSCRIBER MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT

IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE MEMBERSHIP
INTERESTS HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE LAWS OF ANY
OTHER JURISDICTION, AND, THEREFORE, THE MEMBERSHIP INTERESTS MAY NOT BE
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN A
TRANSACTION WHICH IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT AND THE STATE ACTS OR IS, IN THE OPINION OF COUNSEL TO THE
ISSUER, EXEMPT FROM REGISTRATION UNDER SUCH ACTS. THE COMPANY DOES NOT
INTEND TO REGISTER THE MEMBERSHIP INTERESTS UNDER THE 1933 ACT OR THE LAWS
OF ANY OTHER JURISDICTION. TRANSFER OF THE MEMBERSHIP INTERESTS IS ALSO
RESTRICTED BY THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF THE
COMPANY RELATING TO TRANSFERS.

4836-5490-5006v3
SUBSCRIBER QUESTIONNAIRE
Your answers will be kept strictly confidential at all times to the extent that the Company may do
so under applicable law. However, the Company may present this Questionnaire and Agreement to such
parties as it deems appropriate in order to assure itself that the offer and sale of the Shares will not result
in a violation of the registration provisions of the 1933 Act or the State Acts.
All questions must be answered. If the appropriate answer is “None” or “Not applicable”,
please so state. Please print or type your answers to all questions and attach additional sheets if necessary
to complete your answer to any item.
1. Legal Name(s):
Registration of the investment (if other than legal name shown above):
_________________________________________________________________
2. Social Security Number or Taxpayer Identification Number and Date of Birth:

Subscriber: _________________________ Date of Birth: _________________
Co-Subscriber: ______________________ Date of Birth: _________________
3. Legal Residential Address:
Indicate how many years have you resided at your legal address: ________ Years
4. Alternate Address:
5. Home Telephone (voice):

Home Telephone (fax):
Home E-Mail Address:
6. Business Telephone (voice):

Business Telephone (fax):
Business E-Mail Address:
7. Occupation/Business of Subscriber:
If you are not currently employed or if you are retired, please provide source of annual
income:
_____________________________________________________________________

4836-5490-5006v3
8. If the Subscriber is an entity, please provide the place and date
of formation/ incorporation:
_________________________________________________________________
9. If the Subscriber is an individual natural person, please CHECK whichever of the

following statements, (a)-(e) below, is applicable to you (AT LEAST ONE OF THE FOLLOWING
MUST BE CHECKED). If subscribing as an entity, skip to Question 10:
(a) The Subscriber has had an individual income in excess of $200,000 in each of the two
most recent calendar years and reasonably expects to have an individual income in excess of $200,000 in
the current calendar year;
(b) The Subscriber has had joint income with his or her spouse in excess of $300,000 in
each of the two most recent calendar years and reasonably expects to have joint income with his or her
spouse in excess of $300,000 in the current calendar year;
(c) The Subscriber has an individual net worth, or joint net worth with his or her spouse,
in excess of $1,000,000, excluding the value of the Subscriber’s primary residence;
(d) The Subscriber is a director or executive officer of the Company or the Company’s
Manager;
(e) None of the above.
For purposes of this Questionnaire, the following definitions apply:
“Individual income” means “adjusted gross income” as reported for federal income tax purposes,
less any income attributable to a spouse or to property owned by a spouse, increased by the following
amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i)
the amount of any interest income received which is tax-exempt under Section 103 of the Internal
Revenue Code of 1986, as amended (the “Code”), (ii) the amount of any losses claimed as a limited
partner in a limited liability company(as reported on Schedule E of Form 1040) and (iii) any deduction
claimed for depletion under Section 611 et seq. of the Code.
“Joint income” means “adjusted gross income” of you and your spouse as reported for federal
income tax purposes, increased by the following amounts: (i) the amount of any interest income received
which is tax-exempt under Section 103 of the Code, (ii) the amount of losses claimed as a limited partner
in a limited liability company (as reported on Schedule E of Form 1040) and (iii) any deduction claimed
for depletion under Section 611 et seq. of the Code.
“Net worth” means the excess of total assets at fair market value, including personal property but
excluding the value of the purchaser’s primary residence, over total liabilities, including mortgages and
income taxes on unrealized appreciation of assets.

4836-5490-5006v3
10. If the Subscriber is a corporation, limited liability company, partnership, trust or other
entity, please CHECK ALL of the following statements ((a)-(d) below), that are applicable:
(a) The Subscriber is a corporation, a Massachusetts or similar business trust, limited

liability company, limited partnership or partnership, not formed for the specific purpose of acquiring the
Shares, with total assets in excess of $5,000,000;
(b) The Subscriber is a trust with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) under the 1933 Act;
(c) The Subscriber is an entity, each of whose stockholders, members, partners or

beneficiaries meets at least one of the conditions set forth under 9(a)-(d) above with respect to individuals
or 10(a) or (b) above with respect to corporations, limited liability companies, partnerships, trusts or other
entities; or
(d) None of the above.
IF YOU CHECK STATEMENT 10(c) ABOVE AND DO NOT CHECK ANY OTHER
STATEMENT CONTAINED IN THIS SECTION 10, PLEASE COMPLETE THE ADDITIONAL
INFORMATION REQUIRED ON APPENDIX A ATTACHED HERETO WITH RESPECT TO
YOUR CURRENT OWNERSHIP STRUCTURE.

4836-5490-5006v3
INVESTOR REPRESENTATIONS AND AGREEMENTS
By executing this Agreement where indicated below, and upon acceptance hereof by the
Company as evidenced by its written notification to the undersigned, the undersigned Subscriber will
become a holder of Shares issued by the Company.
The Subscriber represents to the Company and its Managers that he, she or it has received the
Information and the materials incorporated therein by reference in their entirety, understands their
contents, has had an opportunity to ask questions and to request and receive additional information and
documents of and from the Company and its management representatives and agrees to be bound hereby.
(a) Investment Representation. The Subscriber executing this Agreement

represents and warrants to the Company and its Managers that the Shares purchased or otherwise acquired
by the Subscriber are being purchased or acquired for the Subscriber’s own account, as principal, with the
intent of holding it for investment and without the intent of participating directly or indirectly in a
distribution of Shares or any interests therein. Such representation and warranty shall not be deemed to
be limited or qualified in any way by any other provisions of this Agreement.
(b) Acknowledgment of Restrictions. The Subscriber hereby acknowledges and

agrees that the Subscriber is an experienced and sophisticated investor, and, unless otherwise indicated
in the Subscriber Questionnaire above, the Subscriber is an “accredited investor” as that term is
defined under Rule 501(a) of Regulation D under the 1933 Act. The Subscriber further acknowledges and
agrees that the Subscriber understands the inherent economic risks associated with the acquisition of the
Shares and that the Subscriber must bear and can bear the economic risk of such investment for an
indefinite period of time. The Subscriber understands that the Shares have not been registered under the
1933 Act, in reliance upon the exemption contained in Section 4(a)(2) of the 1933 Act and Rule 506 of
Regulation D, or any state securities laws, and may not be transferred or resold unless subsequently
registered under the 1933 Act and any applicable state securities law or unless an exemption from such
registration is available. The Subscriber has no right to require the Company to register the Shares under
the 1933 Act or any applicable state securities law or for the Company to guarantee that any exemption
from registration will be available.
(c) Subscriber Legally Bound by this Agreement. The Subscriber acknowledges

and agrees that the Subscriber is contractually and legally bound by all of the covenants, terms and
conditions contained in this Agreement and in the Company’s Private Placement Memorandum. The
Subscriber agrees to perform any and all obligations, and observe all restrictions, herein and therein
contained or applicable to and imposed upon a holder of the Shares.
(d) Reliance on Representations and Agreements of the Subscriber by the

Company. The Subscriber further understands and acknowledges that such Subscriber’s representations
and warranties contained herein are being relied upon by the Company and its Managers as the basis for
the exemption of the sale of the Shares from the registration requirements of the 1933 Act and all state
securities laws. The Subscriber further acknowledges that the Company and its Managers will not and
have no obligation to recognize any sale, transfer, pledge or assignment of all or any part of the
Subscriber’s Shares to any person unless and until the appropriate provisions hereof, the provisions of the
Company’s Private Placement Memorandum and all applicable laws have been fully satisfied.
(e) Nature of Investment. The Subscriber acknowledges that prior to such

Subscriber’s execution of this Agreement, the Subscriber received a copy of the Information and this
Agreement and that the Subscriber has examined such documents or caused such documents to be
examined by such Subscriber’s representatives, financial advisers or attorneys. The Subscriber does

4836-5490-5006v3
hereby further acknowledge that the Subscriber or the Subscriber’s representatives, financial advisers or
attorneys are familiar with such documents, and with the financial condition, assets, liabilities, personnel,
prospects and plans of the Company, and that the Subscriber does not desire any further Information or
data relating to the Company, its Managers or their affiliates, or the Company, its Managers and their
affiliates’ past, present or proposed business activities. The Subscriber does hereby acknowledge that the
Subscriber understands that the purchase of the Shares is a speculative investment involving a high degree
of risk and does hereby represent that the Subscriber has a net worth sufficient to bear the economic risk
of the investment in the Shares (including the total loss of the Subscriber’s entire investment) and to
justify the Subscriber’s investing in a speculative instrument of this type. The Subscriber acknowledges
his, her or its responsibility to review all Information and other pertinent and relevant material and to
make his, her or its independent investment determination based on his, her or its own financial
objectives. The Subscriber acknowledges and further understands that in all monetary ventures there is
risk, and the Subscriber represents to the Company and its Managers that the Subscriber understands the
risks (economic and otherwise) associated with the proposed business of the Company, and of ownership
of the Shares, and that the Subscriber has the obligation of determining if these risks are suitable to him,
her or it. The Company has a limited history of operations, and its proposed operations are subject to all
of the risks inherent in any new business enterprise. The likelihood of the success of the Company must
be considered in light of events frequently encountered in connection with the start-up of a new business
in general, the quality of management of the business and the competitive environment in which the
Company will operate. No one has guaranteed the success of the Company or any return from the
Company to the Subscriber of the Subscriber’s investment in the Shares, and no promises, inducements,
assurances, guarantees or representations have been made to the Subscriber by the Company, its
Managers or any representative thereof. The Private Placement Memorandum, includes, but is not limited
to, other risk factors associated with an investment in the Shares offered hereby, which risk factors,
among others, and have been considered carefully by the Subscriber in connection with this investment.
(f) Not an Investment Company or Business Development Company. The

Subscriber is neither an “investment company,” as defined in Section 3 of the United States Investment
Company Act of 1940, 15 U.S.C. § 80-a-3, et seq., as amended (the “Investment Company Act”),
notwithstanding the exemptions contained in Sections 3(c)(1) or 3(c)(7) thereof, nor a “business
development company,” as defined in Section 2(a)(48) of the Investment Company Act.
(g) Formation of the Subscriber. Unless previously disclosed in writing to the

Company to the contrary, the Subscriber, if a legal entity, represents to the Company and its Managers
that Subscriber has not been formed, organized, reorganized, capitalized or recapitalized for the purpose
of acquiring the Shares; or, if the Subscriber has been so formed for such purposes, the Subscriber will
not have 40% or more of its assets invested in the Company and each beneficial owner of interests in the
Subscriber has shared and will share in the same proportion in each investment made by the Subscriber
(i.e., no beneficial owner of the Subscriber may vary its interests (including its share of profits and losses
or the amount of its contribution) in different investments made by or on behalf of the Subscriber).
(h) Legend on the Shares. To the extent the ownership of Shares in the Company
are certificated, the Subscriber does hereby acknowledge and agree with the Company that a legend
reflecting the restrictions imposed upon the transfer of the Subscriber’s Shares under (a) the 1933 Act and
any applicable state securities laws, (b) the Company’s Private Placement Memorandum and (c) the
Limited Liability Company Agreement of CPR Investors, LLC shall be placed on such certificates (if
any).

4836-5490-5006v3
(i) Agreement to be Bound by Limited Liability Company Agreement. By
execution of this Agreement, the Subscriber hereby agrees to be bound by all of the terms and conditions
of the Limited Liability Company Agreement of CPR Investors, LLC, dated November 26, 2019, by and
between the Company and all of its members (the “LLC Agreement”). The Shares being purchased
hereby are subject to all terms, conditions and restrictions contained in the LLC Agreement, including,
but not limited to, the restrictions on transfers and the mandatory supplemental capital call provisions
contained in Article V thereof.
(j) Acknowledgment of Non-solicitation and Access to Information. The

Subscriber acknowledges that the Shares were not offered or sold to the Subscriber by means of any form
of general solicitation, general advertising, or publicly disseminated advertisements or sales literature.
The Subscriber further acknowledges that the Subscriber has been afforded the opportunity to inquire of
the Company and its Managers concerning the terms and conditions of the Shares and the business of the
Company and its Managers and its principals and any matter pertaining thereto and to receive in response
to the Subscriber’s requests (to the extent such requests are reasonable and do not necessitate
unreasonable effort or expense) such access to such information and representatives of the Company and
its Managers as may be required to verify or clarify the terms and conditions of the Shares and the
activities and proposed activities of the Company. The Subscriber acknowledges that the Company and
its Managers have undertaken to make available to the Subscriber and his, her or its representatives,
during the course of this transaction and prior to subscription: (1) any information requested by them
regarding the Company, its personnel, or its past, present, and proposed business activities and prospects,
(2) the opportunity to ask on his, her or its behalf concerning all terms and conditions of the constituent
documents that govern a holder’s rights with respect to the Shares, and (3) the opportunity to obtain any
additional information necessary to verify the accuracy of Information made available to the Subscriber
and his, her or its representatives. Prior to making an investment decision respecting the Shares, the
Subscriber represents and warrants to the Company and the Managers that (i) the Subscriber has carefully
reviewed and considered the Information referred to above, and that representatives of the Company and
the Managers are and have been available to discuss any matter set forth in this Agreement or any other
matters relating to the Company, the Managers, the Private Placement Memorandum, the Shares, and the
financial condition, results of operation, assets, liabilities, personnel, prospects and plans of the Company
and its principals, and (ii) the Subscriber has had available to him, her or it all Information, financial and
otherwise, relating to the Company, the Managers, their principals, and the Shares. Except for the
Information contained in this Agreement, the Confidential Private Placement Memorandum and except
for the information that the Subscriber or his, her or its advisers, if any, have requested as described
above, including, but not limited to, information concerning the Company, its Managers and its officers,
their financial condition and prospects and the proposed businesses of the Company, neither the
Subscriber nor his, her or its advisers has been furnished any offering material or literature or other
information by the Company, its Managers, any placement agent or any affiliates of any of them on which
the Subscriber has relied in making his, her or its investment decision.
(k) Company’s Confidential Information. This Agreement and any Information

provided in connection herewith is furnished on a confidential basis only for the use of the Subscriber and
representatives of the Subscriber and only for the purpose of making the decision to invest in the
Company. By acceptance of this Information, the Subscriber agrees that he, she or it will not transmit,
reproduce, or make available to any other person the documents supplied in connection herewith or
therewith or any Information furnished after the date hereof in connection with or relating to the
operations of the Company or its affiliates, except only to the Subscriber’s personal financial or legal
advisors or as may be required by law.

4836-5490-5006v3
(l) Subscriber’s Confidential Information. The Subscriber recognizes that non-
public information concerning the Subscriber set forth in this Agreement, including any information
contained in Appendix A attached hereto, or otherwise disclosed by the Subscriber to the Company, its
Managers, or other agents of the Company (the “Subscriber’s Information”) (such as the Subscriber’s
name, address, social security number/ EIN, assets and income) (i) may be disclosed to the Managers and
its managers, officers, attorneys, accountants and auditors in furtherance of the Company’s business and
to other service providers who may have a need for the Subscriber’s Information in connection with
providing services to the Company, (ii) to third party service providers or financial institutions who may
be providing marketing services to the Company provided that such persons must agree to protect the
confidentiality of the Subscriber’s Information and use the Subscriber’s Information only for the purposes
of providing services to the Company and (iii) as otherwise required or permitted by law. The Company
and its Managers will restrict access to the Subscriber’s Information to their employees who need to know
the Subscriber’s Information to provide services to the Company, and maintain physical, electronic and
procedural safeguards that comply with any applicable U.S. federal or state privacy laws to guard the
Subscriber’s Information.
(m) Restrictions on Transfer. The Subscriber hereby represents and warrants to the
Company and its Managers and agrees with the Company and its Managers that the Subscriber will not
offer for sale, sell, transfer, assign, hypothecate, pledge or otherwise dispose of, or offer to dispose of, the
Subscriber’s Shares and any interest therein, except in accordance with the terms hereof, the LLC
Agreement and the Private Placement Memorandum and in a transaction which is either registered under
the 1933 Act or any applicable state securities law; or that an exemption from such registration is
available and such exemption is demonstrated to the reasonable satisfaction of the Company and its
counsel.
(n) No Tax, Investment or Legal Advice by the Company. The Subscriber

acknowledges and represents and warrants to the Company and its Managers that the Subscriber has not
construed any part of the Information provided to him, her or it as legal, investment or tax advice. The
Subscriber represents and warrants to the Company and its Managers that he, she or it has consulted, or
has been afforded the opportunity to consult with, his, her or its own counsel, accountants, business and
financial advisors as to legal, investment, tax or related matters concerning his, her or its investment in the
Shares. Further, the Subscriber understands that this investment, under certain circumstances, may
constitute a “listed transaction” as that term is defined by Treasury Regulations and that Subscriber is
aware of this potential eventuality and has been given the opportunity to discuss this topic with his, her or
its own counsel and financial advisors. Subscriber also understands that certain actions taken by the
Company may enhance the Subscriber’s chances of being audited by the IRS and Subscriber represents
that he, she or it is aware of this possibility and has had an opportunity to discuss this with his, her or its
accountant and advisors.
(o) Anti-Money Laundering and Compliance with the USA PATRIOT Act
Representations.
a. The Subscriber understands and agrees that the Company prohibits the
investment of funds by any persons or entities that are acting, directly or indirectly, (i) in contravention of
any U.S. or international laws and regulations, including anti-money laundering regulations or
conventions, (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that
are included on the List of Specially Designated Nationals and Blocked Persons maintained by the United
States Treasury Department’s Office of Foreign Assets Control (“OFAC”), as such list may be amended
from time to time, (iii) for a senior foreign political figure, any member of a senior foreign political
figure’s immediate family or any close associate of a senior foreign political figure, unless the Company,
after being specifically notified by the Subscriber in writing that it is such a person, conducts further due

4836-5490-5006v3
diligence, and determines that such investment shall be permitted, or (iv) for a foreign shell bank (such
persons or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”).
b. The Subscriber represents, warrants and covenants that: (i) it is not, nor
is any person or entity controlling, controlled by or under common control with the Subscriber, a
Prohibited Person, and (ii) to the extent the Subscriber has any beneficial owners, (1) it has carried out
thorough due diligence to establish the identities of such beneficial owners, (2) based on such due
diligence, the Subscriber reasonably believes that no such beneficial owners are Prohibited Persons, (3) it
holds the evidence of such identities and status and will maintain all such evidence for at least five (5)
years from the date that the Subscriber no longer owns or holds of record Shares in the Company, and (4)
it will make available such information and any additional information that the Company may require
upon request.
c. If any of the foregoing representations, warranties or covenants ceases to

be true or if the Company’s Managers no longer reasonably believes that they has satisfactory evidence as
to their truth, notwithstanding any other agreement to the contrary, the Managers may be obligated to
freeze the Subscriber’s investment, either by prohibiting additional investments, declining or suspending
any redemptions and/or segregating the assets constituting the investment in accordance with applicable
regulations, or the Subscriber’s investment may immediately be involuntarily redeemed by the Company,
and the Company and/or the Managers may also be required to report such action and to disclose the
Subscriber’s identity to OFAC or other authorities. In the event that the Company and/or the Managers
are required to take any of the foregoing actions, the Subscriber understands and agrees that it shall have
no claim against the Company, its Managers, and each of their respective affiliates, managers, directors,
members, partners, shareholders, officers, employees and agents for any form of damages as a result of
any of the aforementioned actions.
d. The Subscriber understands and agrees that, following either (a) the
Company’s election to redeem the Shares of the Subscriber or (b) any redemption of the Subscriber’s
Shares pursuant to the LLC Agreement, any redemption proceeds paid to it will be paid to the same
account from which the Subscriber’s investment in the Company was originally remitted, unless the
Company, in its sole discretion, agrees otherwise.
e. The Company and its Managers reserve the right to request such
information as is necessary to verify the identity of a Subscriber or its beneficial owners. To ensure
compliance with statutory and other requirements relating to anti-money laundering, the Company and its
Manager may require verification of identity from any person submitting a completed Agreement.
Pending the provision of evidence satisfactory to the Company and its Managers as to identity, the
evidence of title in respect of Shares may be retained in the absolute discretion of the Managers. If within
a reasonable period of time following a request for verification of identity, the Company and its Managers
have not received evidence satisfactory to each as aforesaid, each may, in its absolute discretion, refuse to
allot the Shares subscribed for, in which event subscription monies will be returned without interest to the
account from which such monies were originally debited. Subscription monies may be rejected by the
Company and its Managers if the remitting bank or financial institution is unknown to the Managers. An
individual may be required to produce a copy of a passport or identification card certified by a notary
public. If the Subscriber is an entity, it may be required to produce a certified copy of its certificate of
incorporation, certificate of organization/formation (or other comparable organizational documents), as
well as any amendments thereto, and the names, occupations, dates of birth, and residential and business
addresses of all directors and executive officers.

4836-5490-5006v3
(p) Indemnification by Subscriber. The Subscriber shall indemnify and hold
harmless the Company, its Managers, the affiliates thereof, and each officer, manager, director and
member of the Company, its Managers and their respective affiliates, employees and agents (the
“Indemnified Parties”) from and against all liabilities, claims, actions, demands, losses, costs, expenses
(including reasonable attorneys’ fees) and damages, whether involving such parties or third parties,
resulting from any inaccuracy in any of the Subscriber’s representations or breach of any of the
Subscriber’s representations, warranties or covenants contained herein. The Subscriber will reimburse the
Company and each other Indemnified Party for their reasonable legal and other expenses (including the
cost of any investigation and preparation) as they are incurred in connection with any action, proceeding
or investigation arising out of or based upon the foregoing. The indemnity and reimbursement obligations
of the Subscriber under this Paragraph shall be in addition to any liability which the Subscriber may
otherwise have (including, without limitation, liability under the LLC Agreement).
(q) General. The Subscriber has full power and authority to execute, deliver and
perform this Agreement and become an owner of the Shares; this Agreement of the Subscriber has been
duly and validly authorized, executed and delivered by the Subscriber, and constitutes the valid, binding
and enforceable agreement of the Subscriber; this Agreement shall be binding upon the Subscriber and
the Subscriber’s legal representatives, successors and assigns; and this Agreement shall, if the
subscriber(s) consists of more than one person, be the joint and several obligation of all such persons, and
may be executed by the Subscriber and accepted by the Company in one or more counterparts, each of
which shall be an original and all of which together shall constitute one instrument.
(r) Arbitration. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any and all claims, controversies, disputes, differences and
disagreements arising out of or relative in any manner whatsoever to this Agreement, including but not
limited to the negotiation and formation of this Agreement and the issuance of the Shares; any breach or
alleged breach of this Agreement; the performance or non-performance hereunder or thereunder of any
party hereto or any person bound hereby; the validity, construction, interpretation, scope or meaning of
any term or condition herein or therein contained; any waiver, modification or amendment to this
Agreement; the severability of any term or provision of this Agreement; or the enforceability or
enforcement of this Agreement (a “Dispute”) or whether or not any Dispute is subject to arbitration
hereunder, to the maximum extent allowed under applicable law, shall be subject to compulsory,
mandatory, exclusive, final and binding arbitration, including any Dispute arising under federal, state or
local laws, statutes, regulations or ordinances or arising under common law (for example but not by way
of limitation, claims of breach of contract, fraud, negligence, emotional distress or breach of fiduciary
duty). The arbitration proceedings shall be conducted in Atlanta, Georgia under and governed by the
Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules”) of the American Arbitration
Association (the “AAA”) and the Federal Arbitration Act. Disputes may include, without limitation, tort
claims, counterclaims, a dispute as to whether a matter is subject to arbitration, or claims arising from
documents executed in the future. A judgment upon the award may be entered in and enforced by
proceedings in any court having jurisdiction.
(s) No Guaranteed Return of Investment. These securities are not insured by

SIPC or the FDIC or by any Government Agency. The securities are not obligations of the FDIC or any
other Government Agency. The securities are not deposits or other obligations of a financial institution.
The securities are not guaranteed by any financial institution and they are subject to investment risks,
including possible loss of the principal invested

4836-5490-5006v3
(t) Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY
AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT
THEY MAY HAVE TO A JURY TRIAL WITH REGARD TO A DISPUTE AS TO WHICH BINDING
ARBITRATION HAS BEEN DEMANDED.
(u) Governing Law; Jurisdiction. This Agreement shall be construed in

accordance with and governed by the laws of the State of Delaware, without regard to its conflict of laws
principles. The parties hereto irrevocably agree to the exclusive personal jurisdiction in the U.S. District
Court for the Northern District of Georgia with respect to any and all disputes that may arise between
them related to this Agreement, including, but not limited to, the Shares or any other matter related to the
Company; consent to service of process by certified mail to the addresses set forth herein (which address
may be changed by written notice to the other); and waive any objection to personal jurisdiction and
service of process if accomplished as set forth above, venue, and inconvenience of the forum of such
state.
(v) LIMITATION OF LIABILITY; WAIVER OF PUNITIVE DAMAGES.

EACH OF THE PARTIES HERETO, INCLUDING THE SUBSCRIBER BY ACCEPTANCE OF THE
SHARES, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING
OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT
OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE SHARES OR ANY
OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM, OR THE OBLIGATIONS
EVIDENCED HEREBY OR BY THE SHARES OR RELATED HERETO OR THERETO, IN NO
EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1)
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR THE LIKE OR (2)
PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY
WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY
HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH
PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY
ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE.
(w) Subscriber has Read and Reviewed this Agreement Before Signing this
Agreement. The Subscriber acknowledges that it has read and understands this Agreement, the LLC
Agreement and the Private Placement Memorandum, that Subscriber understands all of the terms and
conditions of this Agreement, that it understands its rights and obligations under this Agreement, the LLC
Agreement and the Private Placement Memorandum, and that Subscriber freely, voluntarily, and without
any duress or coercion by any person or entity, enters into this Agreement, as evidenced by Subscriber’s
signature below.
[INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

4836-5490-5006v3
IN WITNESS WHEREOF, the individual or entity signing this Subscription Agreement below
conclusively evidences his, her or its agreement to the terms and conditions hereof and the Company’s
Private Placement Memorandum by so signing this Agreement.
SUBSCRIBER:
Mailing Address for receiving communications (if
different than residence or principal business
address):
____________________________________
By:
Print Name: Telephone No.:
Title (if applicable): Facsimile No.:
Email:
Residence or Principal
Business Address: Joint Individual Investor (if any):
Name of Joint Individual Investor

Subscriber’s SS# / Tax ID No.:
Social Security Number
Signature:
Print Name:
SUBSCRIPTION AMOUNT:
No. of Membership Shares: (minimum: 50,000/$50,000) (the “Shares”).
As of (insert date), Subscriber hereby deposits the total of
$________________________________.00 (the “Purchase Amount”) for the purchase of the Shares.

4836-5490-5006v3
As part of our procedures to comply with THE USA PATRIOT ACT, signed into law in the United States
on October 26, 2001, please explain on the space immediately below how you earned or otherwise
acquired or obtained the Purchase Amount (choose one best answer, as applies to your situation):
□ Earned income
□ Investment income
□ Inheritance
□ Other (please specify): _____________________________________________
________________________________________________________________
ACCEPTED BY:
CPR INVESTORS, LLC,


Its: Manager
By:
Name: Eugene E. Pearson, Jr.
Title: Manager
Date: __________________

4836-5490-5006v3
JOINDER AGREEMENT
In consideration of the admission of the undersigned subscriber as a Member of CPR Investors,

LLC, a Delaware limited liability company (the “Company”), the undersigned hereby joins in the Limited
Liability Company Agreement of CPR Investors LLC, dated November 26, 2019, which is incorporated
herein by this reference (the “LLC Agreement”). The undersigned investor hereby agrees to be bound by
the terms of the LLC Agreement and to abide by all of its provisions. This Joinder Agreement is binding
upon the undersigned and the personal representatives, successors, and assigns of the undersigned and is
for the benefit of the Company and all of its Members.
Witness the hand and seal of the undersigned this date: _______________________________________
SUBSCRIBER:
____________________________________
By:
Print Name:
Title (if applicable):
Residence or Principal
Business Address:
AGREED TO BY:
CPR INVESTORS, LLC,


Its: Manager
By:
Name: Eugene E. Pearson, Jr.
Title: Manager
Date: __________________
CPR Investors Subscription Documents (Joinder Agreement) –Page 18

4836-5490-5006v3
ELECTRONIC MAIL AUTHORIZATION
By signing below and providing an email address, Investor agrees and consents to have the
Company and/or its third-party service providers electronically deliver Account Communications (as
defined herein). “Account Communications” means all current and future account statements; the
Transaction Documents (including all supplements and amendments thereto); notices (including privacy
notices); letters to members; financial statements; regulatory communications and other information,
documents, data and records regarding Investor’s investment in the Company (including K-1s).
Electronic communication by the Company includes e-mail delivery as well as electronically making
available to Investor Account Communications on the Company’s website, if applicable. Investor may
revoke or restrict its consent to electronic delivery of Account Communications at any time by notifying
the Company, in writing, of Investor’s intention to do so.
The Company and its affiliates and their respective third-party service providers shall not be
liable for any interception of Account Communications. In addition, there are risks, such as system
outages, that are associated with electronic delivery. Account Communications are provided to one email
address, regardless of how the investment may be registered (e.g., joint/trust/entity ownership).
____________________________________ _______________________________________
Signature (or Authorized Signor, if entity) Date
____________________________________ _______________________________________
Print Full Name Email Address
You may, but are not required to, authorize the Company to copy all future account
communications to your CPA by providing contact information for your CPA below. All such account
communications will be subject to the above terms/conditions.
____________________________________ _______________________________________
Print CPA Name Provide CPA Email Address
CPR Investors Subscription Documents –Page 19

4836-5490-5006v3
APPENDIX A
BENEFICIAL OWNERSHIP INFORMATION
-To Be Completed By Entity Subscribers That Are Privately Held Entities.
Instructions: Please complete and return this Appendix A and provide the name of every person who is
directly or indirectly through intermediaries, the shareholder, members, partner or beneficial owner of
10% or more of any voting or non-voting class of equity interests of the Subscriber. If the intermediary’s
shareholders, members or partners are not individuals, continue up the chain of ownership listing their
10% or more equity interest holders until individuals are listed. If there are no 10% beneficial owners,
please write “None.”
Full Legal Name If the Owner is an Individual, Insert Name Beneficial Ownership Interest
and Address of Principal Percentage in Subscriber
Employer and Position
CPR Investors Subscription Documents (Appendix A) –Page 20

4836-5490-5006v3
APPENDIX B
IRS FORM W-9
CPR Investors Subscription Documents (Appendix B) –Page 21

4836-5490-5006v3
WIRING INSTRUCTIONS
This is the last page of your Subscription Agreement. You may wish to print this page and
provide it to your banking institution to facilitate your payment.
Any subscription must include a tender of a sum equal to the full purchase price of the
shares being purchased. Please wire funds per the instructions listed below.
Please Wire Funds to:

Bank: SunTrust Bank
Account Address: 919 E. Main Street, Richmond, Virginia 23219
REF/FFC: CPR Investors Escrow / [Investor Name]
Please direct any questions related to this offering to:

Eugene E. Pearson, Jr. at (678) 208-6631 or by email at chip@coldriverdev.com.
4836-5490-5006v3

Placement Memorandum of CPR Investors, LLC - Final Investor Package (Nov. 27, 2019)

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Placement Memorandum of CPR Investors, LLC - Final Investor Package (Nov. 27, 2019)

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CPR INVESTORS, LLC,

a Delaware limited liability company

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

FOR ACCREDITED INVESTORS ONLY

$3,317,000 MAXIMUM OFFERING AMOUNT

$50,000 minimum individual investment

November 27, 2019

THIS PRIVATE PLACEMENT MEMORANDUM IS CONFIDENTIAL

Prospective Investor Name: _______________________________ Document Copy #:

© 2019 Baker Donelson

CPR INVESTORS, LLC,

This Confidential Private Placement Memorandum (this “Memorandum”) is being distributed in

(1) IF THE DEVELOPMENT ACTIVITIES ARE PURSUED BY THE MEMBERS, IT IS

(2) IF THE CHARITABLE CONTRIBUTION AND ALTERNATIVE INVESTMENTS

THE IRS ROUTINELY AUDITS CHARITABLE DEDUCTIONS, AND TYPICALLY WOULD

(3) IF THE INVESTMENT OPTION IS SELECTED BY THE MEMBERS, THERE IS THE

CONFIDENTIAL INFORMATION NOTICE

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS MEMORANDUM AS LEGAL OR

THE COMPANY SHALL ALLOW EACH INVESTOR OR ITS AUTHORIZED REPRESENTATIVE,

A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR SHARES UNLESS SATISFIED

THIS MEMORANDUM SUPERSEDES ALL PRIOR INFORMATION WITH RESPECT TO THE

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANYONE

NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES, ATTORNEYS OR AGENTS

THE SHARES MAY BE ACQUIRED ONLY BY OFFEREES WHO SATISFY CERTAIN

BAKER DONELSON IS NOT COMMENTING ON OR OPINING ON THE APPRAISALS

FORWARD LOOKING STATEMENTS

Exhibit A - Limited Liability Company Agreement of CPR Investors, LLC

A. GENERAL DESCRIPTION OF THE OFFERING.

PRE-CLOSING OWNERSHIP OF CPR PROPERTIES, LLC

Rex Road Henry 52, WePartner Carl

Carl Parker Road

Cold River Indian Creek

98.00% 0.50% 1.50%

0.50% 99% 0.50%

Carl Parker Road

USE OF OFFERING PROCEEDS

1. The Membership Interest Purchase and Contribution Agreement.

a. Basic Agreement. On November 26, 2019, the Company entered into a

b. General Structure of the Agreement. Pursuant to the Purchase Agreement,

2. About the Real Property.

a. General Description of the Real Property. CPR Properties owns approximately

REX ROAD PARCEL

COMMENCING AT AN IRON PIN AND CAP ON THE SOUTHERLY RIGHT-OF-

BEGINNING AT AN IRON PIN AND CAP ON THE SOUTHERLY RIGHT-OF-WAY

BEGINNING AT NAIL FOUND AT THE COMMON CORNER OF LAND LOTS

The Real Property is located in the piedmont physiographic province of Georgia

(ii) Access and

(iii) Zoning and

(iv) Phase I Environmental Site Assessment. The Managers commissioned a

(v) Flood Plain

(vi) Recent History of Ownership. CPR Properties, LLC (“CPR

c. The Carl Parker Parcel.

The Real Property is located in the piedmont physiographic province of Georgia

According to the Baseline Documentation Report, dated October 10, 2019,

(ii) Access and Directions.

(iii) Zoning and

According to the Henry County zoning descriptions, RA zoning is intended to

(iv) Phase I Environmental Site Assessment. The Managers also

(ii) Recent History of Ownership. CPR Properties obtained title to the

Prior to contributing the Real Property to CPR Properties, WePartner CP

(iii) General Description of the Surrounding Area. The real property is